UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended: ~~June~~September 30, 2024

☐ Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ______ to_______

Commission File Number: 0-28963

STRATEGIC ACQUISITIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada		13-3506506
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

51 JFK Parkway, Suite 135, Short Hills, New Jersey 07078

(Address of Principal Executive Offices)

(908) 266-0541

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class		Trading Symbol		Name of each Exchange on which Registered
Common Stock, par value $0.001		STQN		N/A

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐	Non-Accelerated Filer ☐

Accelerated Filer ☐	Smaller Reporting Company ☒

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Exchange Act. ☐

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

There were 6,675,000 shares of the registrant’s common stock outstanding as of as of ~~August~~November 121, 2024.

STRATEGIC ACQUISITIONS, INC.

FORM 10-Q

For the Quarterly Period Ended ~~June~~September 30, 2023

TABLE OF CONTENTS

		Page
PART I — FINANCIAL INFORMATION
	ITEM 1 — Financial Statements	2
	Balance Sheets	2
	Statements of Operations	3
	Statements of Stockholders’ Equity	4
	Statements of Cash Flows	5
	Notes to Financial Statements	6
	ITEM 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
	ITEM 4 — Controls and Procedures	1819
PART II — OTHER INFORMATION
	ITEM 1 — Legal Proceedings	20
	ITEM 2 — Unregistered Sales of Equity Securities and Use of Proceeds	20
	ITEM 5 — Other Information	20
	ITEM 6 — Exhibits	20
SIGNATURES		21

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

STRATEGIC ACQUISITIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	September 30,			December 31,
	2024			2023
	(Unaudited)	~~(Unaudited)~~
Assets
Cash	$	925,~~900~~757		$	54,169
Collateral receivable due from lender		~~6,267,810~~-			4,230,078
Loan receivable		~~1,374,691~~-			1,374,691
Accrued interest receivable		~~11,456~~-			11,456
Prepaid expenses		21,~~080~~645			1,946
Total assets	$	727,~~665,937~~402		$	5,672,340
Liabilities and shareholders’ equity (deficit)
Liabilities
Accounts payable and accrued expenses	$	1715,~~491~~000		$	12,260
Due to related party (noninterest bearing, due on demand)		1565,~~620~~621			2,500
Note payable, net of unamortized origination fee of $289 and $3,761		1,388,287			1,384,815
Note payable, net of unamortized origination fee of $3,761 at December 31, 2023		-			1,384,815
Digital asset collateral due to customer		~~6,267,810~~-			4,230,078
Total liabilities		780,~~689,208~~621			5,629,653
Shareholders’ Equity
Common stock, $$0.001 par value; 50,000,000 shares authorized; 6,675,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023		6,675			6,675
Common stock, $$0.001 par value; 50,000,000 shares authorized; 6,675,000 shares issued and outstanding as of September 30,2024 and December 31, 2023		6,675			6,675
Additional paid-in capital		353,736			353,736
Accumulated deficit		(~~383~~413,~~682~~630	)		(317,724	)
Total shareholders’ equity (deficit)		(2353,~~271~~219	)		42,687
Total liabilities and shareholders’ equity (deficit)	$	727,~~665,937~~402		$	5,672,340

The accompanying notes are an integral part of these condensed consolidated financial statements

STRATEGIC ACQUISITIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023			Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
	Three Months Ended September 30, 2024			Three Months Ended September 30, 2023			Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023			Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
				(As restated - Note 11)						(As restated - Note 11)						(As restated - Note 11)
Revenues
Loan administrative service fees	$	-		$	-		$	-		$	3,950		$	-			3,950
Interest income		1316,~~747~~177			13,747			2743,~~494~~671			2741,~~494~~241			27,494			27,494
Total revenues		1316,~~747~~177			13,747			2743,~~494~~671			3145,~~444~~191			27,494			31,444
Operating expenses
Selling, general and administrative expenses		2544,~~842~~388			33,~~053~~892			72117,~~624~~012			98132,~~337~~229			72,624			98,337
Total operating expenses		2544,~~842~~388			33,~~053~~892			72117,~~624~~012			98132,~~337~~229			72,624			98,337
Loss from operations		(1228,~~095~~211	)		(1920,~~306~~145	)		(4573,~~130~~341	)		(6687,~~893~~038	)		(45,130	)		(66,893	)
Other (expense), net
Interest expense		(81,~~678~~447	)		(8,~~678~~679	)		(1718,~~357~~804	)		(1726,~~357~~036	)		(17,357	)		(17,357	)
Amortization of loan origination fee		(~~1,735~~290	)		(1,~~735~~736	)		(3,~~471~~761	)		(35,~~471~~207	)		(3,471	)		(3,471	)
Total other (expense), net		(101,~~413~~737	)		(10,~~413~~415	)		(2022,~~828~~565	)		(2031,~~828~~243	)		(20,828	)		(20,828	)
(Loss) before income taxes provision (benefit)		(2229,~~508~~948	)		(2930,~~719~~560	)		(6595,~~958~~906	)		(87118,~~721~~281	)		(65,958	)		(87,721	)
Income taxes expense (benefit)		-			-			-			-			-			-
Net (loss)	$	(2229,~~508~~948	)	$	(2930,~~719~~560	)	$	(6595,~~958~~906	)	$	(87118,~~721~~281	)	$	(65,958	)		(87,721	)
Net (loss) per share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.0102	)	$	(0.01	)		(0.01	)
Weighted average shares outstanding - basic and diluted		6,675,000			6,675,000			6,675,000			6,675,000			6,675,000			6,675,000

The accompanying notes are an integral part of these condensed consolidated financial statements

STRATEGIC ACQUISITIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

	Shares		Amount		Capital		Deficit)			(Deficit)
	Common Stock				Additional Paid-in		(Accumulated			Total Shareholders’ Equity
	Shares		Amount		Capital		Deficit)			(Deficit)
Balance at December 31, 2023		6,675,000	$	6,675	$	353,736	$	(317,724	)	$	42,687
Net loss		-		-		-		(43,450	)		(43,450	)
Balance at March 31, 2024 (Unaudited)		6,675,000	$	6,675	$	353,736	$	(361,174	)	$	(763	)
Net loss		-		-		-		(22,508	)		(22,508	)
Balance at June 30, 2024 (Unaudited)		6,675,000	$	6,675	$	353,736	$	(383,682	)	$	(23,271	)
Net loss		-		-		-		(29,948	)		(29,948	)
Balance at September 30, 2024 (Unaudited)		6,675,000	$	6,675	$	353,736	$	(413,630	)	$	(53,219	)

	Common Stock				Additional Paid-in		Retained Earnings (Accumulated			Total Shareholders’ Equity
	Shares		Amount		Capital		Deficit)			(Deficit)
Balance at December 31, 2022		6,675,000	$	6,675	$	353,736	$	(155,464	)	$	204,947
Net loss		-		-		-		(58,002	)		(58,002	)
Balance at March 31, 2023 (as restated - Note 11) (Unaudited)		6,675,000	$	6,675	$	353,736	$	(213,466	)	$	146,945
Balance		6,675,000	$	6,675	$	353,736	$	(213,466	)	$	146,945
Net loss		-		-		-		(29,719	)		(29,719	)
Balance at June 30, 2023 (as restated - Note 11) (Unaudited)		6,675,000	$	6,675	$	353,736	$	(243,185	)	$	117,226
Balance		6,675,000	$	6,675	$	353,736	$	(243,185	)	$	117,226
Net loss		-		-		-		(30,560	)		(30,560	)
Balance at September 30, 2023 (as restated - Note 11) (Unaudited)		6,675,000	$	6,675	$	353,736	$	(273,745	)	$	86,666
Balance		6,675,000	$	6,675	$	353,736	$	(273,745	)	$	86,666

The accompanying notes are an integral part of these condensed consolidated financial statements

STRATEGIC ACQUISITIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended June 30 2024			Six Months Ended June 30, 2023
	Nine Months Ended September 30 2024			Nine Months Ended September 30, 2023
				(As restated - Note 11)	~~(As restated - Note 11)~~
Cash flows from operating activities:
Net (loss)	$	(6595,~~958~~906	)	$	(87118,~~721~~281	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of loan origination fees		3,~~471~~761			35,~~471~~207
Change in operating assets and liabilities:					-
Prepaid expenses		~~(134~~300	)		(32,~~446~~696	)
Accounts payable and accrued expenses		5,232			(19,814	)
Interest receivable		11,456			-
Net cash (used in) operating activities		(57,389	)		(107,510	)
Accounts payable and accrued expenses		2,741			(19,794	)
Net cash (used in) operating activities		(77,648	)		(135,564	)
Cash flows from investing activities:
Collection of loan receivable		1,374,691			-
Net cash provided by investing activities		1,374,691			-
Cash flows from financing activities:
Proceeds from (repayment of) due to related party		13,120			(12,500	)
Repayment of note payable		(1,388,576	)		-
Net cash provided by (used in) financing activities		13,120			(12,500	)
Proceeds from (repayment of) due to related party		63,121			(12,500	)
Net change in cash and cash equivalents		(44,269	)		(120,010	)
Net cash provided by (used in) financing activities		(1,325,455	)		(12,500	)
Cash, beginning of period		54,169			241,727
Net change in cash and cash equivalents		(28,412	)		(148,064	)
Cash, end of period	$	9,900		$	121,717
Cash,beginning of period		54,169			241,727
Cash, end of period	$	25,757		$	93,663
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	815,~~679~~911		$	26,036
Income taxes	$	-		$	-

The accompanying notes are an integral part of these condensed consolidated financial statements

STRATEGIC ACQUISITIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 - Organization and Nature of Operations

Organization

Strategic Acquisitions, Inc. (“STQN”) was organized January 27, 1989 under the laws of the State of Nevada. On November 29, 2022, STQN incorporated a subsidiary, STQN Sub, Inc. (“STQN Sub”). Since inception to December 22, 2022, STQN did not engage in any business activities other than organizational efforts, the sale of stock, and the evaluation of potential acquisition targets with active business operations.

Effective December 22, 2022, STQN completed a reverse acquisition of Exworth Union Inc (“Union”) (the “Transaction”) through a share exchange with the two shareholders of Union. To complete the Transaction, STQN issued a total of 3,960,000 shares of STQN common stock (representing 59.3% of STQN’s issued and outstanding common stock after the Transaction) to the two shareholders of Union in exchange for 1,100 shares of Union’s common stock, representing 100% of Union’s issued and outstanding common stock. As a result of the Transaction, STQN now owns all of the issued and outstanding common stock of Union, the surviving company of the merger between STQN Sub and Union. Prior to the Transaction, Exworth Management LLC (“Exworth Management”) owned 91% of the outstanding common stock of Union and approximately 74% of the outstanding common stock of STQN.

The Transaction was accounted for as a “reverse recapitalization” in accordance with accounting principles generally accepted in the United States (“GAAP”). Under this method of accounting, STQN was treated as the “acquired” company for financial reporting purposes and Union was determined to be the accounting acquirer based on the terms of the Transaction and other factors including: (i) Union’s stockholders having a majority of the voting power of the combined company and (ii) the operations of Union comprising all of the ongoing operations of the combined entity. Operations prior to the Transaction are those of Union.

Subsequent to the Transaction, the Company conducts its operations through Union, a Delaware corporation, which was formed on March 16, 2022. Union provides loans that are collateralized by digital assets such as Bitcoin and will accept as collateral other types of alternative assets such as eCommerce accounts receivable, recursive payments of software as service (SAAS) subscriptions, IP and copyrights.

STQN and Union are collectively referred to as the “Company”.

Nature of Operations

Loans made by the Company are collateralized with digital assets of such kind and in such amounts as the Company determines from time to time to be acceptable. As of ~~June~~September 30, 2024, there are no loans receivable outstanding and ~~December~~no digital assets collateral. As of December 31, 2023, the only digital asset the Company accepted as collateral was Bitcoin. The Company’s target markets are individuals and commercial enterprises that hold digital assets and are seeking liquidity without selling their digital assets, with limited or no options to obtain a credit line or business loans from conventional financial institutions. The Company provides term loans, up to two years, to these individuals and commercial enterprises.

The Company originates U.S. dollar denominated loans and offers loans to both individual and business borrowers who own digital assets and desire to borrow against such digital assets rather than selling them. Borrowers that receive loans from the Company are required to transfer a specified value of digital assets to the Company to be held as collateral and security for the repayment of the loans. Upon maturity and repayment of a borrower’s loan, the digital asset collateral is returned to the borrower.

Also, under the loan agreements with borrowers, the Company has the right to repledge collateral to secure transactions, including loans that the Company maintains with third parties for capital management purposes and market neutral trading strategies to generate investment returns. See Note 6 – Note Payable for a description of these loan arrangements.

The Company also provides loan administration services to borrowers and lenders. The Company is responsible for processing loan payments, forwarding information to counterparties, responding to inquiries, keeping loan profile records, preparing loan statements, and managing bank accounts and collateral accounts.

Going Concern Uncertainty

The accompanying unaudited interim condensed consolidated financial statements have been prepared applicable to a going concern which ~~contemplates~~ contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of ~~June~~September 30, 2024, the Company had cash of $925,~~900~~757 and a shareholders’ deficit of $2353,~~271~~219. For the three months ended ~~June~~September 30, 2024 and 2023, the Company had losses of $2229,~~508~~ 948 and $2930,~~719~~560, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, the Company had losses of $6595,~~958~~906 and $87118,~~721~~281, respectively. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. Management plans to seek debt and/or equity financing to operate until such times as the Company ~~has~~ has established sufficient ongoing revenues to cover its costs. However, there is no assurance that management will be successful in accomplishing its plan. These financial statements do not include any adjustments relating to the recoverability and classification of of assets or the amounts and classification of liabilities that might be necessary should be the Company be unable to continue as a ~~going~~ going concern,

Note 2 – Summary of Significant Accounting Policies

Basis of presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) within its Accounting Standards Codification (“ASC”) and under the rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete annual financial statements. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments, consisting only of normal, recurring adjustments, that are necessary for the fair presentation of the Company’s balance sheet, results of operations and statements of cash flows for the periods presented. The unaudited interim condensed consolidated financial statements are not necessarily indicative of the results to be expected for the full year or any other period.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s 10-K filed with the SEC pursuant to Section 12(g) under the Securities Exchange Act of 1934, on March 26, 2024.

Principles of consolidation

These accompanying unaudited interim condensed consolidated financial statements include the financial statements of STQN and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.

Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove a majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. The most significant accounting estimates inherent in the preparation of the Company’s financial statements include calculations of the fair values of repledged borrowers’ digital asset collateral and the allowance for loan losses. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

The Federal Deposit Insurance Corporation (“FDIC”) insures accounts up to $250,000 per Federally insured institution. As of ~~June~~ September 30, 2024 and December 31, 2023, the Company had no uninsured balances on deposit at banks.

Borrower Collateral and Custody Assets

The Company requires loans to have certain collateral levels at origination and throughout the term of the loan. The loan agreement with each borrower specifies that the borrower transfers and assigns to the Company the collateral together with all rights and interests attached or accruing thereto (including without limitation accrued dividends and distributions declared, made or paid after the relevant date of delivery). Borrowers deposit the collateral into a 3^rd party designated custody wallet address that is under the control of the Company. Although the Company maintains control of the collateral, according to the loan agreement entered between each borrower and the Company, the borrower has the unilateral ability to cause the Company to return the collateralized digital assets upon full repayment of the loan, related borrower fees and other applicable fees at maturity. As a result, the transfer of digital assets by a borrower does not qualify as a sale and as such they are not included in the financial statements of the Company.

When a transfer of digital assets does not qualify as a sale, the transfer is to be accounted for as a secured borrowing with a pledge of collateral in accordance with FASB ASC 310, Receivables (“ASC 310”). When the collateral is repledged by the Company to a lender, the Company records the collateral at fair value as “Collateral receivable” and “Digital asset collateral due to customers” on the Balance Sheet.

A receivable is recorded to represent the obligation of the third-party lender to return the repledged collateral to the Company. A payable is also recorded to represent the Company’s obligation to return the collateral back to the customer. The receivable and the liability are recorded at fair value and marked to market on a quarterly basis.

Allowance for Loan Losses

FASB ASC 310, Receivables (“ASC 310”) and ASC 450-20, Contingencies – Loss Contingencies (“ASC 450”) address evaluating loan losses and impairments in loan portfolios. A company should recognize an allowance for loan losses when it is probable that the company will be unable to collect all amounts due, including both the contractual borrower fee and principal payments under the loan agreement. Based on current information and events, if it is probable that a loan loss has been or will be incurred and the amount of the loss can be reasonably estimated, a loan loss should be recorded.

The process for determining the amount of the allowance requires subjective and complex judgments about the future, including forecasts of economic or market conditions that might impair the ability of borrowers to repay their loans. Changes in economic conditions affecting borrowers, revisions to accounting rules and related guidance, new qualitative or quantitative information about existing loans, identification of additional problem loans, changes in the size or composition of a company’s finance receivables and loan portfolio, changes to a company’s loss estimation techniques including consideration of forecasted economic assumptions, and other factors, both within and outside of control, may require an increase in the allowance for loan losses.

Revenue recognition

Borrower Fee

The Company offers U.S. Dollar loans collateralized by digital assets to a broad range of customers and generates revenue from interest income and fees earned on loans. Revenue derived from borrower fees on loans is outside the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”) and is recognized ratably over the life of the loan. The applicable borrower fee rates for loans will vary based on several factors including the originating loan-to-value ratio, loan duration and jurisdiction. Liquidation handling fees, late fees, stabilization fees, or conversion fees may apply in the case of a collateral sale and are recognized at the time the liquidation, late payment, stabilization, or conversion occurs.

Loan administration services

The Company provides loan administration services to customers (see Note 9). The Company serves as a third party that acts as a liaison between the lender and borrower of a loan. The Company has two performance obligations, which consist of a servicing part and a reporting part. For servicing, the Company is generally responsible for processing loan payments, forwarding information to counterparties, responding to inquiries, and managing banking and collateral accounts. Revenue is based on a fixed percentage of the loan principal and is recognized at closing of a loan. For reporting, the Company is generally responsible for keeping records of a loan profile, and preparing drawdown, disbursement, and amortization details on a monthly statement for customer’s review. Revenue is generally a fixed monthly charge and recognized over the life of a loan until fully repaid.

Income Taxes

The Company follows Accounting Standards Codification subtopic 740, Income Taxes (“ASC 740”), which requires the Company to use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities at currently enacted tax rates. Under this accounting standard, the effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is not more likely than not that some portion, or all, of a deferred tax asset will be realized.

ASC 740-10, Accounting for Uncertainty in Income Taxes, defines uncertainty in income taxes and the evaluation of a tax position as a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that tax position. The second step is to measure a tax position that meets the more likely than not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more likely than not recognition threshold should be recognized in the first subsequent period in which the threshold is met. The Company will continue to monitor its tax positions in the applicable jurisdictions and adjust this liability accordingly. The Company has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has determined that no uncertain tax positions related to federal and state income taxes existed as of ~~June~~September 30, 2024 and December 31, 2023.

Earnings per Share

Basic net income (loss) per share is calculated based upon the weighted average number of shares of common stock outstanding during the relevant period. Diluted net income (loss) per share is calculated based upon the weighted average number of shares of common stock outstanding and dilutive securities (such as stock options, warrants and convertible debt) outstanding during the relevant period. Diluted securities having an anti-dilutive effect on dilutive net income (loss) per share are excluded from the calculation.

Recently Issued Accounting Pronouncements

The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financial statements properly reflect the change.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments, that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of the allowance for losses. In addition, an entity will have to disclose significantly more information about allowances and credit quality indicators. The new standard was effective for the Company for fiscal years beginning after December 15, 2022. The adoption of ASU 2019-12 did not have a significant effect on the Company’s financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (ASC 740): Simplifying the Accounting for Income Taxes, which is part of the FASB’s initiative to reduce complexity in accounting standards. The ASU eliminates certain exceptions to the general principles of ASC 740, Income Taxes, and simplifies income tax accounting in several areas. The new standard was effective for the Company for fiscal years beginning after December 15, 2021. The adoption of ASU 2019-12 did not have a significant effect on the Company’s financial statements.

Note 3 - Fair Value Measurement

Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability (i.e., the ‘exit price’) in an orderly transaction between market participants at the measurement date.

GAAP utilizes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, these valuations do not entail a significant degree of judgment.

Level 2 – Valuations based on quoted prices, other than those in Level 1, for identical assets or liabilities in markets that are not active or for similar assets and liabilities for which significant inputs are observable, either directly or indirectly.

Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The Company’s financial instruments include cash and cash equivalents, accounts payable and accrued expenses, due to related party, note payable, and digital asset collateral due to customer. The fair values of cash and cash equivalents, accounts payable and accrued expenses, due to related party, and note payable approximate their stated amounts because of the short maturity of these financial instruments.

The availability of valuation techniques and observable inputs can vary by investment. To the extent that valuations are based on sources that are less observable or unobservable in the market, the determination of fair value requires more judgment. Fair value estimates do not necessarily represent the amounts that may be ultimately realized by the Company.

The following table presents the fair value hierarchy for those assets and liabilities the Company measured at fair value on a recurring basis:

Schedule of Fair Value Measurement

June 30, 2024

September 30, 2024

Fair Value Measurements

Level 1

Level 2

Level 3

Assets

Collateral receivable due from lender

~~6,267,810~~-

Liabilities

Digital asset collateral due to customer

~~6,267,810~~-

	December 31, 2023
	Fair Value Measurements
		Level 1		Level 2		Level 3
Assets
Collateral receivable due from lender	$	-	$	4,230,078	$	-
Liabilities
Digital asset collateral due to customer	$	-	$	4,230,078	$	-

The Company determined the fair value per Bitcoin to be $62,678 and $42,300 on June 30, 2024 and December 31, 2023, respectively, using the price provided at 8:00 p.m., New York Time by the Digital Asset Exchange Market considered to be the Company’s principal market (Fed Reserve Coinbase Bitcoin).

	December 31, 2023
	Fair Value Measurements
	Level 1		Level 2		Level 3
Assets
Collateral receivable due from lender	$	-	$	4,230,078	$	-
Liabilities
Digital asset collateral due to customer	$	-	$	4,230,078	$	-

The Company determined the fair value per Bitcoin to be $42,300 on December 31, 2023, using the price provided at 8:00 p.m., New York Time by the Digital Asset Exchange Market considered to be the Company’s principal market (Fed Reserve Coinbase Bitcoin).

Note 4– Collateralized Loans Receivable and Allowance for Loan Losses

AsOn ofJuly ~~June 30~~10, 2024, ~~and~~Union ~~December~~collected ~~31,~~its ~~2023,~~loan ~~the~~receivable ~~Company~~of ~~had~~$1,374,691. ~~one~~On ~~loan~~July ~~receivable~~12, in2024, ~~the~~Union ~~principal~~repaid ~~amount~~its note payable of $1,~~374~~388,~~691~~576. ~~The~~On ~~receivable bore~~July ~~interest~~15, ~~at 4%~~2024, ~~per~~the ~~annum,~~100 Bitcoins collateral was ~~due~~returned infrom ~~July~~the ~~2024,~~lender and ~~was~~returned ~~secured~~to bythe ~~100 Bitcoins~~borrower.

AtAs ~~the time~~ of ~~origination, loans are secured and over-collateralized with digital assets the Company determines from time to time to be acceptable collateral. As of June 30, 2024 and~~ December 31, 2023, the ~~only digital asset the~~ Company ~~accepted~~had asone ~~collateral was Bitcoin. Borrowers make principal payments at maturity and make interest payments quarterly. The interest rate is set by the Company and is impacted by~~ loan ~~terms~~receivable ~~and~~in ~~amounts. Once a loan application is approved, a loan is created when a borrower sends collateral to~~ the ~~Company’s collateral~~principal ~~wallet~~amount ~~(the “The Company’s Custody Wallet”) and funds are disbursed to the borrower’s bank account. During the term~~ of ~~the loan, the Company may repledge a borrower’s collateral and move it out of the Company’s Custody Wallet. Total borrower collateral repledged of~~ $61,~~267~~374,~~810 and $4,230,078 is presented at fair value on the Balance Sheet as of June 30, 2024 and December 31, 2023, respectively~~691. ~~During~~The ~~the~~receivable ~~term~~bore ofinterest ~~the loan, borrowers are required to maintain a certain level of loan to value (“LTV”) ratio, which is the loan amount divided by real time fair value of the collateral. If~~ at ~~any~~4% ~~time the LTV reaches~~per ~~the LTV margin call level~~annum, ~~borrowers~~was ~~are~~due ~~required~~in toJuly ~~deposit additional collateral with the Company so that the LTV drops to the required level. According to its loan agreements~~2024, ~~the~~and ~~Company~~was ~~has~~secured ~~the~~by ~~ability~~100 ~~to sell or liquidate a borrower’s collateral assets to repay its loan principal if a margin call is not cured as required under the contractual terms~~Bitcoins. If the threshold for collateral liquidation is surpassed, the Company may liquidate a portion or all of the collateral assets. The liquidation handling fee is generally 2.00% of the principal amount of the loan. Since inception, the Company has not received any liquidation fees.

~~The~~At ~~Company~~the ~~does~~time ~~not~~of ~~recognize~~origination, ~~its~~loans ~~digital~~are ~~asset~~secured and over-~~backed~~collateralized ~~loans~~with ~~extended~~digital asassets ~~sale~~the ~~transactions~~Company asdetermines ~~defined~~from bytime ~~FASB~~to ~~ASC 860. Upon~~time to be ~~the~~acceptable ~~maturity~~collateral. As of aSeptember 30, 2024 there were no loans receivable outstanding and no digital ~~asset-backed~~assets ~~loan~~collateral. As of December 31, 2023, the only digital asset the Company ~~expects~~accepted toas ~~receive~~collateral ~~back~~was Bitcoin. Borrowers make principal payments at maturity and make interest payments quarterly. The interest rate is set by the ~~borrowed~~Company ~~amount~~and itis ~~originally~~impacted ~~extended~~by asloan terms and amounts. Once a loan application ~~plus~~is ~~borrower~~approved, ~~fees~~a ~~and~~loan ~~any~~is ~~unpaid~~created ~~interest~~when ~~and~~a toborrower ~~return~~sends collateral to the ~~borrower~~Company’s collateral. wallet (the “The Company’s Custody ~~values~~Wallet”) ~~its~~and ~~collateralized~~funds ~~outstanding loans~~are atdisbursed ~~par,~~to ~~shown~~the atborrower’s ~~principal~~bank ~~values~~account. ~~Interest~~During ~~receivable~~the onterm ~~loans~~of inthe loan, the ~~amount~~Company may repledge a borrower’s collateral and move it out of the Company’s Custody Wallet. Total borrower collateral repledged of $114,~~456~~ 230,078 is presented at fair value on the Balance Sheet as of ~~June 30, 2024 and~~ December 31, 2023. ~~Loans~~During ~~are~~the ~~secured~~term byof ~~digital~~the ~~assets~~loan, ~~which~~borrowers are ~~the~~required ~~collateral~~to ~~for loans. The Company originates~~maintain ~~loans~~a atcertain ~~various~~level ~~LTVs~~of loan to ~~over-collateralize~~value ~~each~~(“LTV”) ~~loan. A~~ratio, ~~margin~~which ~~call~~is ~~notice~~the isloan ~~triggered~~amount ~~when~~divided ~~the~~by ~~LTV~~real ~~exceeds~~time ~~85%~~fair value of the ~~current~~ collateral. If ~~value~~ at ~~which~~any time the ~~Company~~LTV ~~notifies~~reaches the ~~borrower~~LTV tomargin ~~post~~call ~~additional~~level, ~~collateral~~borrowers orare ~~make~~required ato ~~payment~~deposit toadditional ~~cure~~collateral with the ~~margin~~Company ~~call~~so tothat ~~reduce~~ the LTV drops to ~~under~~the ~~85%~~required ~~within~~level. 24According ~~hours~~to ofits ~~notice~~loan ~~(unless~~agreements, the ~~LTV~~Company ~~reverts~~has ~~back~~the ability to ~~85%~~sell ~~within~~or 2liquidate ~~business~~a ~~days). Otherwise,~~borrower’s ~~the~~collateral ~~Company~~assets ~~may~~to atrepay its ~~sole~~loan ~~and~~principal ~~absolute~~if ~~discretion~~a ~~sell,~~margin ~~transfer,~~call ~~liquidate~~is ornot ~~otherwise~~cured ~~dispose~~as ofrequired ~~all~~under orthe acontractual ~~part~~terms. ofIf the ~~collateral~~threshold ~~and~~for ~~apply~~collateral liquidation is surpassed, the ~~net~~Company ~~proceeds~~may toliquidate ~~the~~a ~~discharge~~portion or all of the ~~borrower’s~~collateral ~~obligations~~assets. AThe ~~summary~~liquidation handling fee is generally 2.00% of ~~loans~~the ~~receivable~~principal byamount ~~expected~~of ~~future~~the ~~cash flows~~loan. isSince ~~presented~~inception, ~~below:~~the Company has not received any liquidation fees.

~~Schedule~~The Company does not recognize its digital asset-backed loans extended as sale transactions as defined by FASB ASC 860. Upon the maturity of a digital asset-backed loan, the Company expects to receive back the borrowed amount it originally extended as a loan plus borrower fees and any unpaid interest and to return the borrower’s collateral. The Company values its collateralized outstanding loans at par, shown at principal values. Interest receivable on loans in the amount of nil and $11,456 is presented on the Balance Sheet as of September 30, 2024 and December 31, 2023. Loans ~~Receivable~~are ~~Future~~secured ~~Principal~~by ~~Payments~~digital assets which are the collateral for loans. The Company originates loans at various LTVs to over-collateralize each loan. A margin call notice is triggered when the LTV exceeds 85% of the current collateral value at which time the Company notifies the borrower to post additional collateral or make a payment to cure the margin call to reduce the LTV to under 85% within 24 hours of notice (unless the LTV reverts back to 85% within 2 business days). Otherwise, the Company may at its sole and absolute discretion sell, transfer, liquidate or otherwise dispose of all or a part of the collateral and apply the net proceeds to the discharge of the borrower’s obligations. A summary of loans receivable by expected future cash flows is presented below:

	Future Principal Payments as Of
Receipt of Payments	June 30, 2024
0 to 12 months	$	1,374,691
12 to 24 months		-
Total	$	1,374,691

The LTV ratio on the one loan receivable at December 31, 2023 was 32%..

~~The~~On ~~LTV~~December ~~ratio~~31, on2023, the ~~one~~fair value of the collateral received to secure the loan receivable atbalance ~~June~~was 30$4,230,078. ~~2024~~As ~~and~~of December 31, 2023, all the collateral balance was ~~22%~~ ~~and 32%~~repledged, ~~respectively~~resulting in a corresponding liability of $4,230,078, which is included as “Digital asset collateral due to customer” on the Balance Sheet. There is a risk that financings made with borrower collateral could be worth less than the underlying borrower collateral, in which case the Company would have to purchase additional digital assets to repay the borrowers’ collateral.

On June 30, 2024 and December 31, 2023, the fair value of the collateral received to secure the loan receivable balance was $6,267,810 and $4,230,078, respectively. As of June 30, 2024 and December 31, 2023, all the collateral balance was repledged, resulting in a corresponding liability of $6,267,810 and $4,230,078, respectively, which is included as “Digital asset collateral due to customer” on the Balance Sheet. There is a risk that financings made with borrower collateral could be worth less than the underlying borrower collateral, in which case the Company would have to purchase additional digital assets to repay the borrowers’ collateral.

Allowance for Loan Losses

An allowance for loan losses is established with respect to loans held for investment through periodic charges to the provision for loan losses. Loan losses are charged against the allowance for loan losses when management believes that the future collection of the principal of a loan is unlikely. To date, the Company does not have any experience with losses on the portfolio and therefore has not recorded an allowance for loan losses in the periods presented.

Management classifies loans into risk categories based on their original LTV and monitors the current LTV on a recurring basis. The allowance is subjective as it requires material estimates, including such factors as historical trends. Other qualitative factors considered may include items such as uncertainties in the digital asset market, changes in the composition of the Company’s lending portfolio, business conditions and emerging trends. Recovery of the carrying value of loans is dependent to a great extent on conditions that may be beyond the Company’s control. Although the Company has not experienced any losses on the portfolio to date, any combination of the previously described factors may affect its loan portfolio resulting in potential loan losses and could require an allowance for loan loss, which could impact future periods.

As of ~~June~~September 30, 2024 ~~and December 31~~, ~~2023,~~ management has not liquidated any collateral and the Company has not incurred any losses on the outstanding portfolio. The Company also over collateralizes its loans with digital assets, which allow the Company to liquidate the pledged collateral for an amount at least equal to the principal owed. As of ~~June 30, 2024 and~~ December 31, 2023, the Company had one loan receivable and this loan had a ~~22%~~ ~~and~~ 32% LTV~~, respectively~~. As a result, the Company recorded no allowance for loan losses as of ~~June~~December 3031, 2023. On July 10, 2024, ~~and~~Union ~~December~~collected 31its loan receivable of $1,374,691. ~~2023~~On July 12, 2024, Union repaid its note payable of $1,388,576. On July 15, 2024, the 100 Bitcoins collateral was returned from the lender and returned to the borrower.

Note 5 - Collateral Receivable

Digital Asset Collateral Receivable

In July 2022, the Company repledged its customer collateral by entering into a master loan agreement with a counterparty lender (see Note 6). In accordance with ASC 860, upon repledging, the Company recognizes an asset for the collateral receivable from the counterparty (within “Collateral receivable” on the balance sheet) and a liability for the collateral due to customer. Upon adoption of SAB 121, all customer collateral, whether it is repledged or not, is recorded as an asset of the Company on the balance sheet. The liability to return the collateral to the customer is also recorded. Under SAB 121, both the asset and liability relating to the collateral is recorded at fair value and marked to market on a quarterly basis. As of ~~June 30, 2024 and~~ December 31, 2023, both the balance of the digital asset collateral receivable and the balance of the digital asset collateral due to customer (at fair value) was $~~6,267,810~~ ~~and~~ $4,230,078. On July 10, ~~respectively~~2024, Union collected its loan receivable of $1,374,691. On July 12, 2024, Union repaid its note payable of $1,388,576. On July 15, 2024, the 100 Bitcoins collateral was returned from the lender and returned to the borrower.

Note 6 – Note Payable

On July 14, 2022, the Company entered and executed a master loan agreement with a lender. The loan had a term of 24 months and bore an interest rate of 2.5%. The loan was non-recourse and collateralized using repledged customer collateral. ~~The~~On ~~net~~July ~~balance on~~12, ~~the~~2024, ~~loan~~Union Asrepaid its note payable of ~~June~~$1,388,576. 30On July 15, 2024, ~~and~~the ~~December~~100 ~~31,~~Bitcoins ~~2023~~collateral was ~~$1,388,287~~returned ~~($1,388,576~~ from the lender. The net ofbalance anon ~~unamortized~~the ~~origination~~loan ~~fee~~as of December ~~$289)~~31, ~~and~~ 2023 was $1,384,815 ($1,388,576 net of an unamortized origination fee of $3,761), ~~respectively,~~ with 100 Bitcoins as collateral. The ~~balance~~ balance of collateral included in collateral receivable due from lender on the Balance Sheet was $~~6,267,810~~0 and $4,230,078 at ~~June~~ September 30, 2024 and December 31, 2023, respectively.

The following table summarizes the Company’s note payable:

Schedule of Notes Payable

					June 30, 2024
			September 30, 2024
	Currency		Note Issued		~~Note Issued~~		Note Payments		~~Note Payments~~		Balance as of September 30, 2024		~~Balance as of June 30, 2024~~
Note Payable	USD	~~USD~~	$	1,388,576	$	~~1,388,576~~	$	(1,388,576	$)	-	$	-	$	~~1,388,576~~

December 31, 2023

Currency

Note Issued

Note
Payments

Balance as of

December 31, 2023

Note Payable

USD

1,388,576

A summary of notes payable by expected future cash repayments is presented below.

Schedule of Notes Payable Cash Repayments

Repayment of Notes Payable	Future Repayment as of June 30, 2024
0 to 12 months	$	1,388,576
12 to 24 months		-
Total	$	1,388,576

Note 7 - Shareholders’ Equity

On March 28, 2022 and April 3, 2022, Union issued a total of 1,000 shares of its common stock to Exworth Management LLC, managing entity of Union, at a price of $0.10 per share or $100 total.

On June 8, 2022, Union issued 100 shares of its common stock to World Class Global Technology PTE LTD. (“World Class”) at an amended price of $3,500 per share or $350,000 total.

Effective August 31, 2022, STQN issued a total of 150,000 warrants to its three directors (prior to the August 31, 2022 change in control) for past services rendered to STQN. The warrants are exercisable into shares of STQN common stock at a price of $1.20 per share and expire August 31, 2027.

On December 22, 2022, STQN completed a reverse acquisition transaction with the two shareholders of Union (See Note 1). Exworth Management received 3,600,000 shares of STQN common stock in exchange for the 1,000 shares of Union common stock it owned and World Class received 360,000 shares of STQN common stock in exchange for the 100 shares of Union common stock it owned.

Note 8- Income Taxes

The components of the provision for (benefit from) income taxes are as follows:

		For the Three and Six Months ended June 30, 2024		For the Three and Six Months ended June 30, 2023
	For the Three and Nine months ended September 30, 2024		For the Three and Nine months ended September 30, 2023
Current	$	-	$	-
Deferred		-		-
Total provision for (benefit from) income taxes	$	-	$	-

The reconciliation between income taxes at the U.S. federal statutory rates of 21% and the amount recorded in the accompanying unaudited interim condensed consolidated financial statements is as follows:

Schedule of Reconciliation of Income Taxes

	For the Six Months ended June 30, 2024			For the Six Months ended June 30, 2023
Computed “expected” tax expense (benefit) (United States statutory rate)		(13,851	)		(18,421	)
Increase (decrease) in tax expense resulting from:
State tax expense (benefit), net of Federal tax effect		(4,004	)		(6,237	)
Change in valuation allowance		17,855			24,658
Effective rate		-			-

The reconciliation between income taxes at the U.S. federal statutory rate of 21% and the amount recorded in the accompanying unaudited interim condensed consolidated financial statements is as follows:

	For the Nine Months ended September 30, 2024			For the Nine Months ended September 30, 2023

Computed “expected” tax expense (benefit) (United States statutory rate)		(20,140	)		(24,839	)
Increase (decrease) in tax expense resulting from:
State tax expense (benefit), net of Federal tax effect		(5,537	)		(9,099	)
Change in valuation allowance		25,677			33,938
Effective rate		-			-

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred income tax assets and (liabilities) are as follows:

	June 30, 2024			December 31, 2023
	September 30, 2024			December 31, 2023
Deferred income tax assets:
Net operating loss carryforwards	$	~~224~~232,~~589~~412		$	206,735
Less: Valuation allowance		(~~224~~232,~~589~~412	)		(206,735	)
Total deferred income tax assets		-			-

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will be realized. The ultimate realization of certain deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of domestic deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment.

For United States income tax purposes, STQN has a net operating loss carry forward of approximately $~~590~~603,000 at ~~June~~September 30, 2024 (approximately $206,000 of which expires in varying amounts from 2024 to 2037). Current United States income tax law limits the amount of loss available to offset against future taxable income when a substantial change in ownership occurs. Income tax returns for tax years ~~2020,~~ 2021, ~~and~~ 2022, and 2023 remain subject to examination by the Internal Revenue Service.

Union has a United States net operating loss carry forward of approximately $~~336~~353,000 at ~~June~~September 30, 2024.

Note 9 –Related Party Transactions

Schedule of Related Party Transactions

Revenues

			For the six months ended,
			For the nine months ended,
Name	Relationship	Nature	~~June~~September 30, 2023
Exworth Global Inc.	An entity controlled by Exworth Holdings Inc., a majority shareholder of Exworth Management LLC	Loan administrative services fees	$	3,950

Due to related party

As of

Name

Relationship

Nature

~~June~~September 30, 2024

December 31, 2023

Exworth Management LLC

Controlling shareholder of the Company

Advances received from and operations expense paid on behalf of the Company, interest free, due on demand

1565,~~620~~621

2,500

Note 10 – Risk and Uncertainties

The Company’s investing activities expose it to various types of risk that are associated with the financial instruments and markets in which it invests. The significant types of financial risks to which the Company is exposed include, but are not limited to market risk, industry risk, liquidity risk, concentration risk, credit risk and digital asset risk. Certain aspects of those risks are addressed below:

Concentration Risk

One borrower represented 100% of the Company’s total loan receivable balance at ~~June 30, 2024 and~~ December 31, 2023 and 100% of the Company’s total interest income for the three and ~~six~~nine months ended ~~June~~September 30, 2024 and 2023.

One lender represented 100% of the Company’s note payable balance at ~~June 30, 2024 and~~ December 31, 2023 and 100% of the Company’s total interest expense for the three and ~~six~~nine months ended ~~June~~September 30, 2024 and 2023.

There was no borrower and lender as of September 30, 2024.

Note 11 – Restatement of Previously Issued Financial Statements

The Company has restated the unaudited interim consolidated financial statements as of and for the three and ~~six~~nine months ended ~~June~~ September 30, 2023 (which were included in the Company’s Form 10-Q filed with the Securities and Exchange Commission on ~~July~~November 288, 2023) in order to retroactively reflect the guidance in SEC Staff Accounting Bulletin No. 121. The Company has previously restated its financial ~~statements~~ statements as of December 31, 2022 and for the period March 16, 2022 (inception) through December 31, 2022 (which were included in the Company’s December 31, 2023 Form 10-K filed with the SEC on March 26, 2024).

As previously reported, upon the Company’s repledging of its borrower customer collateral to its lender in 2022, the Company recorded both the collateral receivable due from lender asset and the digital asset collateral due to customer liability at the $2,158,254 fair value of the collateral at the date of the Company’s repledging of the collateral in 2022. At ~~June~~September 30, 2023 and December 31, 2022, the Company adjusted the digital asset collateral due to customer liability (but not the collateral receivable due from lender asset) to the $32,~~047~~695,~~582~~ 940 and $1,653,100 fair values of the collateral at ~~June~~September 30, 2023 and December 31, 2022, respectively.

As restated, in accordance with SEC Staff Accounting Bulletin No. 121, the Company has adjusted the collateral receivable due from ~~lender~~ lender asset at ~~June~~September 30, 2023 and December 31, 2022 from $2,158,254 to the $32,~~047~~695,~~582~~ 940 and $1,653,100 fair values of the collateral at ~~June~~ September 30, 2023 and December 31, 2022, respectively, and eliminated the $~~198~~351,~~310~~ 642 and $(1,~~394~~042,~~482~~ 840) fair value adjustments on repledged collateral for the three and ~~six~~nine months ended ~~June~~September 30, 2023.

The effect of the restatement adjustments on the Consolidated Statement of Operations for the ~~six~~nine months ended ~~June~~September 30, 2023 follows:

	As Previously Reported			Restatement Adjustments		As Restated
Loss from operations	$	(6687,~~893~~038	)	$	-	$	(6687,~~893~~038	)
Fair value adjustment on repledged collateral		(1,~~394~~042,~~482~~840	)		1,~~394~~042,~~482~~840		-
Interest expense		(1726,~~357~~036	)		-		(1726,~~357~~036	)
Amortization of loan origination fee		(35,~~471~~207	)		-		(35,~~471~~207	)
Income (Loss) before income taxes provision (benefit)		(1,~~482~~161,~~203~~121	)		1,~~394~~042,~~482~~840		(87118,~~721~~281	)
Income taxes expense (benefit)		(~~367~~262,~~816~~324	)		~~367~~262,~~816~~324		-
Net income (loss)	$	(1898,~~114,387~~797	)	$	1780,~~026,666~~516	$	(87118,~~721~~281	)
Net income (loss) per share-basic and diluted	$	(0.1713	)	$	0.1611	$	(0.0102	)

Note 12 – Subsequent Events

On October ~~July 10~~31, 2024, ~~Union~~following ~~collected~~a ~~its~~review ~~loan~~of ~~receivable~~corporate oflaw ~~$1,374,691.~~developments Onand ~~July~~market 12practices, ~~2024,~~the ~~Union~~board ~~repaid~~of ~~its~~directors ~~note~~approved ~~payable~~and adopted an amendment and restatement of $the Company’s bylaws (the “Amended and Restated Bylaws”), effective as of November 1,~~388~~ 2024. Among other updates,~~576~~ the Amended and Restated Bylaws authorize the ~~100~~issuance ~~Bitcoins collateral~~of ~~was~~uncertificated ~~returned~~shares tofor some or all classes or series of the ~~borrower~~Company’s stock.

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to September 30, 2024 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose or recognize in the accompanying financial statements.

ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion of our financial condition and results of operations should be read in conjunction with the condensed financial statements and the notes to those financial statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Forward-Looking Statements and Business sections in this report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward- looking statements.

Overview

Effective December 22, 2022, we entered into and consummated an Agreement and Plan of Merger (“Merger Agreement”) whereby we acquired all of the outstanding shares of Exworth Union and it became our wholly-owned subsidiary. Immediately prior to consummation of the Merger Agreement Exworth Management owned 74% of our outstanding shares of common stock and 91% of the outstanding shares of Exworth Union. Exworth Union is engaged in providing loans collateralized by digital assets. Prior to the Merger, we were a “shell” company with no commercial operations and had generated no revenues other than nominal interest income. The transaction effected through the Merger Agreement was accounted for as a reverse recapitalization. Exworth Union was determined to be the accounting acquirer and we, Strategic, were treated as the acquired company for financial reporting purposes

The discussion below pertains to our financial results for the three months and ~~six~~nine months ended ~~June~~September 30, 2024 and for the period commencing March 16, 2022, the date Exworth Union was formed and ending March 31, 2022. For a discussion and analysis of our financial condition and results of operations prior to the formation of Exworth Union please refer to filings made with the U.S. Securities and Exchange Commission before consummation of the Merger Agreement.

Exworth Union, a Delaware corporation, was formed on March 16, 2022. It provides loans that are collateralized by digital assets including Bitcoin and will accept other types of alternative collaterals such as eCommerce account receivables, recursive payments of subscriptions, IP and copyrights, though the only form of collateral that has been accepted to date is Bitcoin. The target customers are individuals and commercial enterprises that hold digital assets and are seeking liquidity without selling their digital assets, with limited or no access to obtain credit lines or business loans from conventional financial institutions. We provide term loans, up to two years, to these individuals and commercial enterprises.

Results of Operations

Revenue

Interest income, our major source of income, was $1316,~~747~~177 and 27$43,~~494~~671 for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively, and $13,747 and $2741,~~494~~241 for the three and ~~six~~nine months ended ~~June~~September 30, 2023. AsOn July 15, 2024, Union collected its loan receivable of $1,374,691 ~~June~~and 30repaid its note payable of $1,388,576 ~~2024~~and the 100 Bitcoins collateral was returned from lender and returned to the borrower. As of December 31, 2023, we have 1 loan in our loan portfolio, a consumer loan secured by Bitcoin. The LTV ratio of our loan portfolio as of ~~June 30, 2024 and~~ December 31, 2023 was ~~22% and~~ 32%~~, respectively~~. The LTV ratio has as high as 35% and as low as 19% during the ~~six~~nine months ended ~~June~~September 30, 2024.

Loan admin service income, was nil for the three and ~~six~~nine months ended ~~June~~September 30, 2024, and nil and $3,950 for the three and ~~six~~nine months ~~ended~~ ~~June~~ended September 30, 2023. The Company provides loan admin services to a related party. The Company serves as a third party that acts as a liaison between the lender and borrower of a loan.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three and six months ended June 30, 2024 were $25,842 and $72,624, respectively, for the three and six months ended June 30, 2023 were $33,053 and $98,337. For the three and six months ended June 30, 2024 and 2023, it primarily includes legal, accounting and other professional expense related to company’s daily operation.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three and nine months ended September 30, 2024 were $44,388 and $117,012, respectively, for the three and nine months ended September 30, 2023 were $33,892 and $132,229. For the three and nine months ended September 30, 2024 and 2023, it primarily includes legal, accounting and other professional expense related to company’s daily operation.

Interest Expense

Interest expense was $81,~~678~~447 and $1718,~~357~~804 for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively, and $8,~~678~~679 and $1726,~~357~~036 for the three ~~and~~ ~~six~~and nine months ended ~~June~~September 30, 2023, incurred pursuant to a master loan agreement we entered with a U.S. based lender. The loan has a term of 24 months with quarterly interest-only payments with principal to be paid at maturity. No margin call was initiated by our lender during the period from inception of the loan to ~~June~~July 3015, 2024.

Amortization of Loan Origination Fee

Our lender charged a 1% origination fee of the principal amount that we borrowed. The origination fee was deducted from the loan principal and will be amortized evenly through the loan term. Total amortization of loan origination fee for the three and ~~six~~nine months ended ~~June~~September 30, 2024 was $~~1,735~~290 and $3,~~471~~761, respectively, and $1,~~735~~736 and 3$5,~~471~~207 for the three and ~~six~~nine months ended ~~June~~September 30, 2023.

Net Loss

Our net loss was $2229,~~508~~948 and $6995,~~958~~906, respectively, for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively, and $2930,~~719~~560 and $87118,~~721~~ 281 for the three and ~~six~~nine months ended ~~June~~September 30, 2023. Among the more significant factors that may cause our net income to vary from period to period are: 1) the number of loans; 2) the interest rates that we charge our borrowers; 3) the interest rate that we pay to our lenders; 4) the fair market value of collateral held by us or pledged to our lenders; and 5) The allowance for loan loss of our loans.

Liquidity and Capital Resources

As of ~~June~~September 30, 2024 and December 31, 2023, we had cash of $925,~~900~~757 and $54,169, respectively. The accompanying condensed financial statements have been prepared assuming that we will continue as a going concern. The condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should we be unable to continue as a going concern. To date, we have financed our operations through a private placement of equity raising approximately $350,000. We also entered into a master loan agreement with a U.S. based lender. The loan is non-recourse and collateralized by pledging our customers’ collateral. The balance on the loan as of ~~June~~September 30, 2024 and December 31, 2023 is is $~~1,388,287~~0 and $1,384,815, net of unamortized origination fee of $~~289~~0 and $3,761, respectively, and collateralized with 100 Bitcoins.

In assessing our liquidity, we monitor and analyze our cash-on-hand, operating and capital expenditure commitments. We believe our current working capital is sufficient to support our operations for the next twelve months. However, if we are unable to raise additional capital, we may not be able to execute our business plan. We will use our limited personnel and financial resources in connection with developing our business plan, including developing a proprietary software platform, issuing equity or debt securities, or obtaining additional credit facilities. The issuance and sale of additional equity would result in dilution to our existing shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. Our obligation to bear credit risk for certain financing transactions we facilitate may also strain our operating cash flow. We have no commitments for the purchase of our equity and, should we need to raise capital, we cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, which allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

There are no limitations in our certificate of incorporation on our ability to borrow funds or raise funds through the issuance of capital stock to fund our working capital requirements. Our limited resources and lack of recent operating history may make it difficult to borrow funds or raise capital. Such inability to borrow funds or raise funds through the issuance of capital stock required to facilitate our business plan may have a material adverse effect on our financial condition and future prospects, including the ability to fund our business plan. To the extent that debt financing ultimately proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest, including debt of an acquired business.

Cash Flow

The following summarizes key components of our cash flows for the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023:

	For the six Months Ended June 30, 2024			For the six Months Ended June 30, 2023
	For the nine months Ended September 30, 2024			For the nine months Ended September 30, 2023
Net cash (used in) operating activities		(5777,~~389~~648	)	$	(~~107~~135,~~510~~564	)
Net cash (used in) provided by financing activities		13,120			(12,500	)
Net cash provided by investing activities		1,374,691			-
Net decrease in cash		(44,269	)		(120,010	)
Net cash (used in) provided by financing activities		(1,325,455	)		(12,500	)
Net decrease in cash		(28,412	)		(148,064	)
Cash, beginning		54,169			241,727
Cash, ending		925,~~900~~757		$	~~121~~93,~~717~~663

Operating Activities

Cash used in operating activities resulted primarily from operating expenses for the operation of our digital asset-backed loan business as well as general and administrative expenses.

Net cash used in operating activities was $5777,~~389~~648 for the ~~six~~nine months ended ~~June~~September 30, 2024. Cash consumed in operations reflects our net loss of $(6995,~~985~~906), and net against of changes in prepaid expense $7300,~~098~~ interest receivable $11,456 and accounts payable and accrued expenses of $2,~~000~~741.

Net cash used in operating activities was $~~107~~135,~~510~~564 for the ~~six~~nine months ended ~~June~~September 30, 2023. Cash consumed in operations reflects our net loss of $(87118,~~721~~281), and changes in prepaid expense $32,~~446~~696 and accounts payable and accrued expenses of $19,~~814~~794.

Investing Activities

~~There~~Net ~~were~~cash noprovided by investing activities was $1,374,691 for the ~~six~~nine months ended ~~June~~September 30, 2024 ~~and~~as the collection of loan receivable in July 2024. There were no investing activities for the nine months ended September 30, 2023.

Financing Activities

Net cash ~~provided by~~ (used in) financing activities was $131,~~120~~325,455 and $(12,500), respectively, for the ~~six~~nine months ended ~~June~~September 30, 2024 ~~and 2023~~, which related to the proceeds of $63,121 from Exworth Management for business operation and (repayment of notes payable of $1,388,576 in July 2024, and for the nine months ended September 30, 2023, which related to) the repayment of $12,500 from Exworth Management for business operation.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies

Our significant accounting policies are disclosed in Note 2 of our Financial Statements included elsewhere in this report.

ITEM 4 CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on this evaluation, the Principal Executive Officer and Principal Financial Officer concluded for the reasons discussed below that our disclosure controls and procedures were not effective as of June 30, 2024.

ITEM 4 CONTROLS AND PROCEDURES

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) of the Securities Exchange Act of 1934, as amended. A company’s internal control over financial reporting is a process designed by a company’s principal executive and principal financial officers, or persons performing similar functions, and effected by a company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that:

●	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
●	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
●	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, including our President and Principal Financial Officer, has conducted an evaluation of the effectiveness of our internal control over financial reporting as of ~~June~~September 30, 2024. Management’s evaluation of the effectiveness of the Company’s internal control ~~over~~ over financial reporting is based on the framework described in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on its assessment, management concluded that the Company’s internal control over financial reporting was not effective as of ~~June~~September 30, 2024, with the following aspects being noted as the potential material weakness: due to the lack of an oversight committee, insufficient accounting personnel for appropriate segregation of duties and a lack of personnel with familiarity with U. S. generally accepted accounting principles.

This Quarterly Report does not include an attestation report of our Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit our Company to provide only management’s report in this Quarterly Report.

This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended ~~June~~September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 5. OTHER INFORMATION

~~None.~~Amended and Restated Bylaws

On October 31,, 2024, following a review of corporate law developments and market practices, the board of directors approved and adopted an amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”), effective as of November 1, 2024. Among other updates, the Amended and Restated Bylaws authorize the issuance of uncertificated shares for some or all classes or series of the Company’s stock.

The foregoing description of the amendments effected by the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

ITEM 6. EXHIBITS

The following exhibits are filed with this Report or incorporated by reference:

EXHIBIT LIST

Exhibit Number		Description
3.1		Amended and Restated Bylaws
31.1		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	STRATEGIC ACQUISITIONS, INC.
Date: August 12, 2024	By:	/s/ YUANYUAN HUANG
Date: November 1, 2024	By:	/s/ YUANYUAN HUANG
		YUANYUAN HUANG
		Secretary and
		Treasurer Office

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