SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

(Mark One)

[X]      ANNUAL REPORT PURUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the fiscal year ended December 31, 2012

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                         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       (IRS Employer Identification No.)
Incorporation or Organization)

                    2 Gold Street, PH 12, New York, NY  10038
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)


                                 (212) 878-6532
                                 --------------
                          (Issuer's Telephone Number)

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock
                                                            ---------------
                                                            (Title of Class)

<PAGE>


Indicate by check mark whether the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

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

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 preceding 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 [X] No [ ]

Indicate by check mark if disclosure of deliquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.

         Large accelerated filer [ ]       Accelerated filer  [ ]
         Non-accelerated filer   [ ]       Smaller reporting company [X]

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

The aggregate market value of the voting and non-voting common equity held
by the registrant's nonaffiliates, as of March 20, 2012, was $66,360.

As of March 20, 2013, a total of 1,690,000 shares of Common Stock,
par value $.001 per share, were issued and outstanding.



<PAGE
                           TABLE OF CONTENTS
                                                                Page

PART I.........................................................  1

Item 1.   Business.............................................  1

Item 2.   Properties...........................................  8

Item 3.   Legal Proceedings....................................  8

Item 4.   Mine Safety Disclosures..............................  8


PART II........................................................  9

Item 5.   Market for Common Equity, Related Stockholder .......  9
          Matters and Issuer Purchases of Equity Securities

Item 6.   Selected Financial Data.............................   10

Item 7.   Management's Discussion and Analysis of .............. 10
          Financial Condition and Results of Operations

Item 8.   Financial Statements and Supplementary Data.........   11

Item 9.   Changes in and Disagreements with Accountants on.....  12
          Accounting and Financial Disclosure

Item 9A.  Controls and Procedures..............................  12


PART III.......................................................  13

Item 10.  Directors, Executive Officers and Corporate..........  14
          Governance

Item 11.  Executive Compensation...............................  15

Item 12.  Security Ownership of Certain Beneficial Owners .....  16
          and Management and Related Stockholder Matters

Item 13.  Certain Relationships and Related Transactions,......  17
          and Director Independence

Item 14.  Principal Accountant Fees and Services...............  18


PART IV........................................................  19

Item 15.  Exhibits, Financial Statement Schedules..............  19


Signatures.....................................................  20


                                       i
<PAGE>


                                     PART I

Item 1.  Business.

Strategic Acquisitions, Inc. (the "Company" or "Strategic") was incorporated
under the laws of the State of Nevada on January 27, 1989, and is in the
developmental stage. Since inception the Company had no revenues other than
nominal interest income. As of the date hereof, the Company has no commercial
operations, has no full- or part-time employees, and owns no real estate.

The Company's current business plan is to seek, investigate, and, if warranted,
acquire a business, and to pursue other related activities intended to enhance
shareholder value. The acquisition of a business opportunity may be made by
purchase, merger, exchange of stock, or otherwise, and may encompass assets or a
business entity, such as a corporation, joint venture, or partnership. The
Company has limited capital, and it is unlikely that the Company will be able to
take advantage of more than one such business opportunity. The Company intends
to seek opportunities demonstrating the potential of long-term growth as opposed
to short-term earnings.

At the present time the Company has not identified any business opportunity
that it plans to pursue, nor has the Company reached any agreement or
definitive understanding with any person concerning an acquisition.

No assurance can be given that the Company will be successful in finding or
acquiring a desirable business opportunity, given that limited funds are
available for acquisitions, or that any acquisition that occurs will be on
terms that are favorable to the Company or its stockholders.

The Company's search will be directed toward small and medium-sized enterprises
which have a desire to become public corporations and which are able to satisfy,
or anticipate in the reasonably near future being able to satisfy, the minimum
asset requirements in order to qualify shares for trading on NASDAQ or
another stock exchange.

The  Company  anticipates  that  the  business  opportunities presented to it
will (i) be recently organized with no operating  history,  or a history of
losses attributable to under-capitalization or other factors; (ii) be
experiencing financial or operating  difficulties;  (iii) be in need of funds to
develop a new product or service or to expand into a new market; (iv) be relying
upon an untested product or marketing concept;  or (v) have a combination of the
characteristics  mentioned  in (i) through  (iv) above.  The Company  intends to
concentrate its acquisition efforts on properties or businesses that it believes
to be  undervalued.  Given the above factors,  investors  should expect that any
acquisition candidate may have a history of losses or low profitability.



                                       1
<PAGE>

     The  Company  does not  propose  to  restrict  its  search  for  investment
opportunities  to  any  particular  geographical  area  or  industry,  and  may,
therefore,  engage in  essentially  any  business,  to the extent of its limited
resources.  The Company's discretion in the selection of business  opportunities
is  unrestricted,  subject to the availability of such  opportunities,  economic
conditions, and other factors.

     In connection with such a merger or  acquisition,  it is highly likely that
an amount of stock  constituting  control of the Company  would be issued by the
Company or purchased from the current  principal  shareholders of the Company by
the acquiring  entity or its affiliates.  If stock is purchased from the current
shareholders,  the transaction is very likely to result in substantial  gains to
them relative to their purchase price for such stock. In the Company's judgment,
none of its officers and directors would thereby become an "underwriter"  within
the meaning of the Section 2(11) of the  Securities Act of 1933, as amended (the
"Act").

     It is anticipated  that business  opportunities  will come to the Company's
attention from various sources,  including its officers and directors, its other
stockholders,   professional   advisors  such  as  attorneys  and   accountants,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community,  and others who may present unsolicited proposals. The Company has no
plans,  understandings,  agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company, although its
officers, directors and significant shareholders seek out such opportunities and
respond to unsolicited proposals in their ordinary course of business.

     The  Company  does  not  foresee  that it  would  enter  into a  merger  or
acquisition  transaction  with any business with which its officers or directors
are currently affiliated.  Should the Company determine in the future,  contrary
to foregoing expectations,  that a transaction with an affiliate would be in the
best  interests of the Company and its  stockholders,  the Company is in general
permitted by Nevada law to enter into such a transaction if:

     1. The material facts as to the  relationship  or interest of the affiliate
and as to the contract or transaction are disclosed or are known to the Board of
Directors, and the Board in good faith authorizes the contract or transaction by
the affirmative vote of a majority of the disinterested  directors,  even though
the disinterested directors constitute less than a quorum; or

     2. The material facts as to the  relationship  or interest of the affiliate
and as to the  contract  or  transaction  are  disclosed  or  are  known  to the
stockholders  entitled  to vote  thereon,  and the  contract or  transaction  is
specifically approved in good faith by vote of the stockholders; or

     3. The contract or  transaction is fair as to the Company as of the time it
is  authorized,  approved  or  ratified,  by  the  Board  of  Directors  or  the
stockholders.




                                       2
<PAGE>

Investigation and Selection of Business Opportunities

     To a large  extent,  a  decision  to  participate  in a  specific  business
opportunity may be made upon  management's  analysis of the quality of the other
company's  management  and  personnel,  the  anticipated  acceptability  of  new
products or marketing concepts, the merit of technological changes, and numerous
other factors which are difficult,  if not  impossible,  to analyze  through the
application of any objective criteria. In many instances, it is anticipated that
the historical operations of a specific business opportunity may not necessarily
be indicative  of the  potential for the future  because of the possible need to
shift marketing approaches substantially,  expand significantly,  change product
emphasis, change or substantially augment management, or make other changes. The
Company will be dependent upon the owners of a business  opportunity to identify
any such problems which may exist and to implement,  or be primarily responsible
for the implementation of, required changes. Because the Company may participate
in a business  opportunity  with a newly  organized firm or with a firm which is
entering a new phase of growth,  it should be  emphasized  that the Company will
incur further risks,  because  management in many instances will not have proven
its abilities or effectiveness,  the eventual market for such company's products
or  services  will  likely  not be  established,  and  such  company  may not be
profitable when acquired.

     It is anticipated that the Company will not be able to diversify,  but will
essentially  be limited to only one  venture  because of the  Company's  limited
financing.  This lack of  diversification  will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be  considered an adverse  factor  affecting any decision to purchase the
Company's securities.

     It is emphasized  that  management  of the Company may effect  transactions
having a potentially adverse impact upon the Company's  shareholders pursuant to
the   authority  and   discretion  of  the  Company's   management  to  complete
acquisitions  without  submitting  any  proposal to the  stockholders  for their
consideration.  Holders of the Company's  securities  should not anticipate that
the  Company  necessarily  will  furnish  such  holders,  prior to any merger or
acquisition, with financial statements, or any other documentation, concerning a
target  company  or its  business.  In some  instances,  however,  the  proposed
participation in a business opportunity may be submitted to the stockholders for
their  consideration,   either  voluntarily  by  such  directors,  to  seek  the
stockholders' advice and consent, or because state law so requires.

     The analysis of business  opportunities  will be undertaken by or under the
supervision of the Company's officers and directors. Although there are no
current plans to do so, Company management might also hire an outside consultant
to assist in the investigation and selection of business opportunities,and might
pay a finder's fee.  Since  Company  management  has  no  current  plans  to use
any outside consultants or advisors to assist in the investigation and selection
of business opportunities, no policies have been adopted  regarding use of such
consultants  or advisors,  the criteria to be used in selecting such consultants
or advisors, the services to be provided,  the term of service, or regarding the
total amount of fees that may be paid. However, because of the limited resources
of the Company, it is likely that any such fee would be paid in stock and not
in cash.


                                       3
<PAGE>

     In  assessing  a potential  transaction, the Company anticipates that it
will consider, among other things, the following factors:

     1.  Potential for growth and  profitability,  indicated by new  technology,
anticipated market expansion, or new products;

     2. The Company's perception of how any particular business opportunity will
be received by the investment community and by the Company's stockholders;

     3. Whether, following the business combination,  the financial condition of
the business  opportunity would be, or would have a significant  prospect in the
foreseeable  future of  becoming  sufficient  to enable  the  securities  of the
Company to qualify for trading in the over-the-counter markets or listing on a
securities  exchange;

     4. Capital requirements and anticipated  availability of required funds, to
be provided by the Company or from  operations,  through the sale of  additional
securities,  through  joint  ventures  or  similar  arrangements,  or from other
sources;

     5. The extent to which the business opportunity can be advanced;

     6. Competitive  position as compared to other companies of similar size and
experience within the industry;

     7. Strength and diversity of existing  management,  or management prospects
that are scheduled for recruitment; and

     8. The  accessibility  of required  management  expertise,  personnel,  raw
materials, services, professional assistance, and other required items.

     No one of the factors  described above will be controlling in the selection
of a business  opportunity,  and management  will attempt to analyze all factors
appropriate to each  opportunity and make a determination  based upon reasonable
investigative  measures  and  available  data.  Potentially  available  business
opportunities  may occur in many  different  industries and at various stages of
development,  all of which will make the task of comparative  investigation  and
analysis  of  such  business  opportunities  extremely  difficult  and  complex.
Potential  investors  must  recognize  that,  because of the  Company's  limited
capital  available for  investigation  and  management's  limited  experience in
business analysis,  the Company may not discover or adequately  evaluate adverse
facts about the opportunity to be acquired.  It should be noted that the Company
has not completed a transaction in the twenty years of its existence.

     The  Company is unable to  predict  when it may  participate  in a business
opportunity.  It expects,  however, that the analysis of specific proposals,  if
and when any are received,  and the selection of a business opportunity may take
several months or more.

     The Company has no business proposals under consideration as of the date of
this annual report.

                                       4
<PAGE>

     Prior to making a decision to  participate in a business  opportunity,  the
Company  will  generally  request  that it be provided  with  written  materials
regarding the business  opportunity  containing  such items as a description  of
products,   services  and  company  history;   management   resumes;   financial
information; available projections, with related assumptions upon which they are
based; an explanation of proprietary products and services; evidence of existing
patents,  trademarks, or services marks, or rights thereto; present and proposed
forms of compensation to management;  a description of transactions between such
company and its affiliates during relevant periods; a description of present and
required  facilities;  an  analysis  of  risks  and  competitive  conditions;  a
financial  plan  of  operation  and  estimated  capital  requirements;   audited
financial  statements,  or  if  they  are  not  available,  unaudited  financial
statements,   together  with  reasonable   assurances  that  audited   financial
statements  would be able to be produced prior to completion  of a merger
transaction;  and other information deemed relevant.

     As part of the Company's  investigation,  the Company's  executive officers
and directors may meet personally  with management and key personnel,  may visit
and inspect material facilities,  obtain independent analysis or verification of
certain information provided,  check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.

     Company  management  believes  that various  types of  potential  merger or
acquisition  candidates might find a business combination with the Company to be
attractive.  These include  acquisition  candidates  desiring to create a public
market for their shares in order to enhance liquidity for current  shareholders,
acquisition  candidates  which have long-term  plans for raising capital through
the public sale of securities and believe that the possible prior existence of a
public  market  for  their  securities  would  be  beneficial,  and  acquisition
candidates  which  plan  to  acquire   additional  assets  through  issuance  of
securities rather than for cash, and believe that the possibility of development
of a public market for their  securities  will be of assistance in that process.
Acquisition  candidates which have a need for an immediate cash infusion are not
likely  to find a  potential  business  combination  with the  Company  to be an
attractive alternative.

Form of Acquisition

     It is impossible to predict the manner in which the Company may participate
in a business opportunity.  Specific business  opportunities will be reviewed as
well as the respective needs and desires of the Company and the promoters of the
opportunity  and,  upon the basis of that  review and the  relative  negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected.  Such structure may include,  but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual  arrangements.  The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing   such   structure  may  require  the  merger,   consolidation   or
reorganization  of the  Company  with other  corporations  or forms of  business
organization,  and  although it is likely,  there can be no  assurance  that the
Company would be the surviving entity. In addition,  the present  management and
stockholders  of the Company  most likely will not have control of a majority of
the voting shares of the Company following a reorganization transaction. As part
of such a  transaction,  the  Company's  existing  directors  may resign and new
directors may be appointed without any vote by stockholders.

                                       5
<PAGE>

     It is likely that the Company will acquire its  participation in a business
opportunity  through the  issuance of common  stock or other  securities  of the
Company.  Although the terms of any such  transaction  cannot be  predicted,  it
should be noted that in  certain  circumstances  the  criteria  for  determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal  Revenue Code of 1986 (the "Internal  Revenue Code"),  depends upon the
issuance to the stockholders of the acquired  company of a controlling  interest
(i.e.,  80% or more) of the common  stock of the combined  entities  immediately
following the reorganization. If a transaction were structured to take advantage
of these provisions  rather than other "tax free" provisions  provided under the
Internal Revenue Code, the Company's  current  stockholders  would retain in the
aggregate  20% or less of the total issued and  outstanding  shares.  This could
result  in  substantial  additional  dilution  in the  equity  of those who were
stockholders of the Company prior to such  reorganization.  Any such issuance of
additional shares might also be done  simultaneously  with a sale or transfer of
shares  representing  a  controlling  interest  in the  Company  by the  current
officers, directors and principal shareholders.

     It is  anticipated  that any new  securities  issued in any  reorganization
would  be  issued  in  reliance  upon  exemptions,  if any are  available,  from
registration  under  applicable  federal  and  state  securities  laws.  In some
circumstances,  however, as a negotiated element of the transaction, the Company
may agree to register  such  securities  either at the time the  transaction  is
consummated,  or under certain conditions or at specified times thereafter.  The
issuance of substantial  additional securities and their potential sale into any
trading  market  that  might  develop  in the  Company's  securities  may have a
depressive effect upon such market.

     The  Company  will  participate  in a business  opportunity  only after the
negotiation  and  execution of a written  agreement.  Although the terms of such
agreement  cannot  be  predicted,  generally  such an  agreement  would  require
specific  representations and warranties by all of the parties thereto,  specify
certain events of default,  detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing,  outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

     As a general matter,  the Company  anticipates that it, and/or its officers
and  principal  shareholders  will  enter  into a  letter  of  intent  with  the
management,  principals or owners of a prospective business opportunity prior to
signing a binding agreement. Such a letter of intent will set forth the terms of
the proposed  acquisition but will not bind any of the parties to consummate the
transaction.  Execution  of a letter of intent  will by no means  indicate  that
consummation  of an acquisition is probable.  Neither the Company nor any of the
other  parties  to the  letter  of  intent  will  be  bound  to  consummate  the
acquisition unless and until a definitive  agreement  concerning the acquisition
as described  in the  preceding  paragraph is executed.  Even after a definitive
agreement  is  executed,  it is  possible  that  the  acquisition  would  not be
consummated  should  any  party  elect to  exercise  any right  provided  in the
agreement to terminate it on specified grounds.

                                       6
<PAGE>

     It is anticipated that the investigation of specific business opportunities
and the negotiation,  drafting and execution of relevant agreements,  disclosure
documents and other  instruments  will require  substantial  management time and
attention and  substantial  costs for  accountants,  attorneys and others.  If a
decision were made not to participate in a specific  business  opportunity,  the
costs  theretofore   incurred  in  the  related   investigation   would  not  be
recoverable.  Moreover,  because many  providers  of goods and services  require
compensation at the time or soon after the goods and services are provided,  the
inability of the Company to pay until an  indeterminate  future time may make it
impossible to procure goods and services.

     An acquisition made by the Company may be in an industry which is regulated
or  licensed  by  federal,  state or local  authorities.  Compliance  with  such
regulations can be expected to be a time-consuming and expensive process.


Competition

     The Company expects to encounter substantial  competition in its efforts to
locate attractive opportunities,  primarily from business development companies,
venture capital  partnerships and  corporations,  venture capital  affiliates of
large  industrial  and financial  companies,  small  investment  companies,  and
wealthy  individuals.  Many of these  entities will have  significantly  greater
experience,  resources  and  managerial  capabilities  than the Company and will
therefore  be in a  better  position  than  the  Company  to  obtain  access  to
attractive  business  opportunities.  The Company also will possibly  experience
competition  from other public "Blank Check"  companies,  some of which may have
more funds available than does the Company.

No Rights of Dissenting Shareholders

     The Company  does not intend to provide its  shareholders  with  disclosure
documentation concerning a possible target company prior to acquisition, because
the Nevada Business Corporation Act vests authority in the board of directors to
decide and approve matters involving  acquisitions within certain  restrictions.
If any  transaction  is structured  as an  acquisition,  not a merger,  with the
Company  being the parent  company and the  acquiree  being merged into a wholly
owned subsidiary, a shareholder will have no right of dissent under Nevada law.

Employees

     The  Company has no  employees.  Management  of the Company  expects to use
consultants,  attorneys and accountants as necessary,  and does not anticipate a
need to engage any full-time  employees so long as it is seeking and  evaluating
business  opportunities.  The need for employees and their  availability will be
addressed  in  connection  with  the  decision  whether  or  not to  acquire  or
participate  in specific  business  opportunities.  The Company has previously
paid its Secretary/Treasurer in 2004 and 2009 for her services in bookkeeping,
recordkeeping, filing tax forms and filing of reports with the SEC.  Although
there is no current plan with  respect to its nature or  amount,  additional
remuneration  may be paid to or accrued for the benefit of, the Company's
officers prior to, or in conjunction with, the completion of a business
acquisition for services actually  rendered.


                                       7
<PAGE>

ITEM 2.   Properties.

The Company has no property.  The Company does not currently maintain an office
or any other facilities. It does currently maintain a mailing address at the
home of its President, John P. O'Shea, 2 Gold Street, PH 12, New York, NY 10038.
The Company pays no rent for the use of this mailing address. The Company does
not believe that it will need to maintain an office at any time in the
foreseeable future in order to carry out its plan of operations described
herein.

ITEM 3.   Legal Proceedings.

The Company is not a party to any legal proceedings, and no such proceedings
are known to be contemplated.

ITEM 4.   Mine Safety Disclosures.

Not applicable.



                                       8
<PAGE>


                                    PART II

ITEM 5.   Market for Registrant's Common Equity, Related Shareholder Matters
          and Issuer Purchases of Equity Securities.

There is a limited public trading market for the Company's shares of common
stock, under the symbol STQN. The shares were formerly traded on the Over-the-
Counter Bulletin Board and currently are traded on the OTCQB marketplace. The
following table shows the quarterly high and low bid prices during 2011 and
2012 as reported by Bloomberg, LP.  These are the inter-dealer bid quotations,
without retail mark-up, mark-down or commission, and may not necessarily
represent actual transactions.

      YEAR            PERIOD                       HIGH         LOW
     ------        -------------                   ----        ----

     2011          First Quarter                   0.21        0.51
                   Second Quarter                  0.30        0.75
                   Third Quarter                   0.21        0.30
                   Fourth Quarter                  0.21        0.30

     2012          First Quarter                   0.30        0.30
                   Second Quarter                  0.30        0.30
                   Third Quarter                   0.30        0.30
                   Fourth Quarter                  0.30        0.0375

At March 20, 2013, there were approximately 59 holders of record and
80 beneficial owners of the Company's common stock.

The Board of Directors has never declared a dividend and the Company does not
anticipate paying dividends at any time in the foreseeable future. Also, in the
event of the acquisition of a business by the Company, control of the Company
and its Board of Directors may pass to others and the payment of dividends would
be wholly dependent upon the decisions of such persons.

The Company does not have an equity compensation plan.

The Company has not issued or sold any unregistered securities within the last
three years.

The Company did not purchase any equity securities during the last fiscal year.

                                       9
<PAGE>

ITEM 6.   Selected Financial Data.

Not applicable.  As a smaller reporting company we are not required to provide
the information otherwise required by this item.


ITEM 7.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations.


The following discussion should be read in conjunction with the accompanying
audited financial statements for the year ended December 31, 2012.

Liquidity and Capital Resources

The Company remains in the development stage and has limited capital resources
and stockholder's equity. At December 31, 2012, the Company had liquid assets
in the form of cash and cash equivalents of $2,775 and liabilities of $0.

The Company had no material commitments for capital expenditures at December 31,
2012.

Results of Operations

The Company has not realized any revenues from operations in the past two
years, and its plan of operation for the next twelve months shall be to
continue its efforts to locate a suitable acquisition/merger candidate. The
Company can provide no assurance that it will continue to satisfy its cash
requirements for the next twelve months if a suitable acquisition/merger is
completed.

It is unlikely the Company will have any revenue, other than interest income,
unless it is able to effect an acquisition of or merger with an operating
company, of which there can be no assurance.

For the years ended December 31, 2012 and 2011, the Company showed net
losses of $9,813 and $10,260, respectively.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.



                                       10
<PAGE>


ITEM 8.   Financial Statements and Supplementary Data.



                           STRATEGIC ACQUISITIONS INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          INDEX TO FINANCIAL STATEMENTS

                                    CONTENTS

                                                                     PAGE
                                                                     ----

Report of Independent Registered Public Accounting Firm               F1

Balance Sheets, December 31, 2012 and 2011                            F2

Statements of Operations for the Years Ended
December 31, 2012 and 2011 and for the period from                    F3
Inception (January 27, 1989) to December 31, 2012

Statements of Stockholders' Equity, period from
Inception (January 27, 1989) to December 31, 2012                     F4

Statements of Cash Flows for the Years Ended
December 31, 2012 and 2011 and for the period from                    F5
Inception (January 27, 1989) to December 31, 2012

Notes to Financial Statements                                        F6-9


                                       11
<PAGE>




                  [DKM CERTIFIED PUBLIC ACCOUNTANTS LETTERHEAD]

           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Strategic Acquisitions, Inc.
New York, NY


We have audited the accompanying balance sheets of Strategic Acquisitions, Inc.
(the "Company") (a development stage company), as of December 31, 2012 and 2011,
and the related statements of operations, stockholders' equity, and cash flows
for the year then ended, and for the period from inception January 27, 1989 to
December 31, 2012.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audits in accordance with the standards of The Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  The Company is not
required at this time, to have, nor were we engaged to perform, an audit of
its internal control over financial reporting.  Our audit included consideration
of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting.  Accordingly, we express no such opinion.  An audit
also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audit provided a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of December 31,
2012 and 2011, and the results of its operations and its cash flows for the
years then ended, and for the period from inception January 27, 1989 through
December 31, 2012, in conformity with accounting principles generally accepted
in the United States of America.


/s/ DKM Certified Public Accountants

DKM Certified Public Accountants
fka Drake & Klein CPAs
Clearwater, Florida
March 26, 2013



                                       F1
<PAGE>



                           STRATEGIC ACQUISITIONS INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS



                                                     Dec 31,       Dec 31,
                                                      2012          2011
                                                   -----------   -----------

ASSETS

Current Assets:

     Cash and Equivalents                            $  2,775      $ 12,585
                                                     --------      --------
     TOTAL ASSETS                                    $  2,775      $ 12,585
                                                     ========      ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

     Accounts Payable                                $      -      $      -
                                                     --------      --------
        TOTAL CURRENT LIABILITIES                    $      -      $      -
                                                     ========      ========
Stockholders' Equity
    Common Stock, $0.001 par value; 50,000,000
       Shares authorized; 1,610,000 shares
       issued and outstanding                        $  1,610      $  1,610
    Additional Paid-In Capital                        186,793       186,793
    Accumulated Deficit                              (185,628)     (175,818)
                                                     --------      --------
       TOTAL STOCKHOLDERS' EQUITY                       2,775        12,585
                                                     --------      --------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $  2,775      $ 12,585
                                                     ========      ========


The accompanying notes are an integral part of these financial statements.


                                       F2


<PAGE>


                           STRATEGIC ACQUISITIONS INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS



                                   For the period
                                   from inception   For the year   For the year
                                (January 27, 1989)         ended          ended
                                   to December 31,   December 31,   December 31,
                                             2012           2012           2011
                                     ------------   ------------   ------------


Revenue                              $          -   $          -   $          -

                                     ------------   ------------   ------------
Expenses:
   General & Administrative               275,644          9,813         10,291
   General & Administrative
       - related party                     20,600              -              -
                                     ------------   ------------   ------------
         Total Expenses                   296,244          9,813         10,291
                                     ------------   ------------   ------------

Other Income:
   Interest Income                         65,635              3             31
   Miscellaneous Income                    30,013
   Gain on Debt Extinguishment             14,968              -              -
                                     ------------   ------------   ------------
         Total Other Income               110,616              3             31
                                     ------------   ------------   ------------

      NET LOSS                       $   (185,628)  $     (9,810)  $    (10,260)
                                     ============   ============   ============

Weighted Average Number of
  Common Stock Outstanding
  - Basic & Fully Diluted               1,601,048      1,610,000      1,610,000
                                     ============   ============   ============

Net Income (Loss) Per Common Share   $      (0.12)  $      (0.01)  $      (0.01)
  - Basic & Fully Diluted            ============   ============   ============



The accompanying notes are an integral part of these financial statements.


                                       F3
<PAGE>

                           STRATEGIC ACQUISITIONS INC.
                          (A Development Stage Company)
                       STATEMENTS OF STOCKHOLDERS' EQUITY

                                                 Additional   Total Accumulated
                                 Common Stock      Paid-In      Stockholder's
                               Shares     Amount   Capital  (Deficit)   Equity
                             ---------- --------- --------- --------- ---------
Issuance of common stock
on July 31, 1989 for cash
of $0.0044 per share          1,360,000  $  1,360  $  4,640 $      -  $   6,000

Public offering - 40,000 units
(six shares per unit) @ $6.00
per unit, net of costs          240,000       240   179,063        -    179,303

Net (Loss), Inception to
   December 31, 2003                                          (86,674)  (86,674)
                              --------- --------- --------- --------- ---------
Balance - December 31, 2003   1,600,000     1,600   183,703   (86,674)   98,629

Issuance of common stock
on June 30, 2004 at market value
($0.31 per share) for services   10,000        10     3,090               3,100

Net (Loss), December 31, 2004                                  (5,209)   (5,209)
                              --------- --------- --------- --------- ---------
Balance, December 31, 2004    1,610,000     1,610   186,793   (91,883)   96,520

Net (Loss), January 1, 2005
   to December 31, 2010                                       (73,675)  (73,675)
                              --------- --------- --------- --------- ---------

Balance - December 31, 2010   1,610,000 $   1,610 $ 186,793 $(165,558)$  22,845

Net (Loss), December 31, 2011                                 (10,260)  (10,260)
                              --------- --------- --------- --------- ---------
Balance - December 31, 2011   1,610,000 $   1,610 $ 186,793 $(175,818)$  12,585

Net (Loss), December 31, 2012                                  (9,810)   (9,810)
                              --------- --------- --------- --------- ---------
Balance - December 31, 2012   1,610,000 $   1,610 $ 186,793 $(185,628)$   2,775
                              ========= ========= ========= ========= =========


The accompanying notes are an integral part of these financial statements.

                                       F4
<PAGE>



                           STRATEGIC ACQUISITIONS INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS

                                     For the period
                                     from inception       For the       For the
                                  (January 27, 1989)   year ended    year ended
                                     to December 31,  December 31,  December 31,
                                               2012          2012          2011
                                        -----------   -----------   -----------


CASH FLOWS FROM OPERATING ACTIVITIES:

     Net Loss                              $ (185,628)  $   (9,810)  $  (10,260)

Adjustments to Reconcile Net Loss to
  Net Cash Flows from Operating Activities:

  Increase (Decrease) in accounts payable           -            -            -
  Stock issued for Services-related party       3,100            -            -
                                           ----------   ----------   ----------

  Net cash flows from Operating Activities   (182,528)      (9,810)     (10,260)


CASH FLOWS FROM FINANCING ACTIVITIES

   Issuance of common stock, net of costs     185,303            -            -
                                           ----------   ----------   ----------

   Net cash flows from financing activities   185,303            -            -
                                           ----------   ----------   ----------
NET INCREASE (DECREASE) IN CASH
      AND CASH EQUIVALENTS                      2,775       (9,810)     (10,260)

CASH AND CASH EQUIVALENTS,
     BEGINNING OF PERIOD                            -       12,585       22,845
                                           ----------   ----------   ----------

CASH AND CASH EQUIVALENTS,
     END OF PERIOD                         $    2,775   $    2,775   $   12,585
                                           ==========   ==========   ==========



The accompanying notes are an integral part of these financial statements.


                                       F5
<PAGE>
                           STRATEGIC ACQUISITIONS INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                            DECEMBER 31, 2012 AND 2011

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES

ORGANIZATION
The Company was organized January 27, 1989 (Date of Inception) under the laws
of the State of Nevada, as Strategic Acquisitions, Inc.

The Company is an enterprise in the development stage as defined by ASC 915
(formerly - SFAS No. 7), "Development Stage Entities", and has not engaged in
any business other than  organizational  efforts, the sale of stock in a public
offering, and the evaluation of potential acquisition targets.  It has no
full-time employees and owns no real property. The Company intends to seek to
acquire one or more existing  businesses that have existing  management,
through  merger or  acquisition.  Management of the Company will have  virtually
unlimited discretion in determining the business activities in which the Company
might engage.

ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period.  Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS
The Company maintains a cash balance in an interest-bearing account that
currently does not exceed federally insured limits.  For the purpose of
the statements of cash flows, all highly liquid investments with an original
maturity of three months or less are considered to be cash equivalents.

CONCENTRATION OF CREDIT RISK
At December 31, 2012, and 2011, the Company maintained all of its cash in one
commercial bank.  The Company has not experienced any losses on such accounts.

REVENUE RECOGNITION
The Company recognizes revenue on an accrual basis as it invoices for services.

REPORTING ON THE COSTS OF START-UP ACTIVITIES
ASC 720-15 (formerly - Statement of Position ("SOP") No. 98-5), "Start-Up
Costs," which provides guidance on the financial reporting of start-up
costs and organizational costs, requires most costs of start-up activities and
organizational costs to be expensed as incurred.

LOSS PER SHARE
Net loss per share is provided in accordance with ASC 260 (formerly -
SFAS No. 128) "Earnings Per Share".  Basic loss per share is computed by
dividing losses available to common stockholders by the weighted average
number of common shares outstanding during the period.  The Company had no
dilutive common stock equivalents, such as stock options or warrants, as of
December 31, 2012.

                                       F6
<PAGE>
ADVERTISING COSTS
The Company expenses all costs of advertising as incurred.  There were no
advertising costs included in selling, general and administrative expenses
for the years ended December 31, 2012 and 2011.

FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of December 31, 2012.
The respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash and
accounts payable. Fair values were assumed to approximate carrying values for
cash and payables because they are short term in nature and their carrying
amounts approximate fair values or they are payable on demand.

SEGMENT REPORTING
The Company follows ASC 280 (formerly - SFAS No. 131), "Segment Reporting".
The Company operates as a single segment and will evaluate additional segment
disclosure requirements as it expands its operations.

DIVIDENDS
The Company has not yet adopted any policy regarding payment of dividends.
No dividends have been paid or declared since inception.

INCOME TAXES
The Company follows ASC 740 (formerly - SFAS No. 109), "Income Taxes" for
recording the provision for income taxes.  Deferred tax assets and liabilities
are computed based upon the difference between the financial statement and
income tax basis of assets and liabilities using the enacted marginal tax rate
applicable when the related asset or liability is expected to be realized or
settled.  Deferred income tax expenses or benefits are based on the changes in
the asset or liability each period.  If available evidence suggests that it is
more likely than not that some portion or all of the deferred tax assets will
not be realized, a valuation allowance is required to reduce the deferred tax
assets to the amount that is more likely than not to be realized.  Future
changes in such valuation allowance are included in the provision for deferred
income taxes in the period of change.

Deferred income taxes may arise from temporary differences resulting from
income and expense items reported for financial accounting and tax purposes in
different periods.  Deferred taxes are classified as current or non-current,
depending on the classification of assets and liabilities to which they relate.
Deferred taxes arising from temporary differences that are not related to an
asset or liability are classified as current or non-current depending
on the periods in which the temporary differences are expected to reverse.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
We have reviewed the FASB issued Accounting Standards Update ("ASU") accounting
pronouncements and interpretations thereof that have effectiveness dates during
the periods reported and in future periods. The Company has carefully
considered the new pronouncements that alter previous generally accepted
accounting principles and does not believe that any new or modified principles
will have a material impact on the Company's reported financial position or
operations in the near term.  The applicability of any standard is subject to
the formal review of our financial management and certain standards are under
consideration.  Reference is made to these recent accounting pronouncements as
if they are set forth herein in their entirety.

                                       F7
<PAGE>

NOTE 2 - INCOME TAXES

The Company accounts for income taxes under ASC 740 (formerly - SFAS No. 109),
"Income Taxes", which requires use of the liability method.  ASC 740 provides
that deferred tax assets and liabilities are recorded based on the differences
between the tax bases of assets and liabilities and their carrying amounts for
financial reporting purposes, referred to as temporary differences.  Deferred
tax assets and liabilities at the end of each period are determined using the
currently enacted tax rates applied to taxable income in the periods in which
the deferred tax assets and liabilities are expected to be settled or realized.

The provision for income taxes differs from the amount computed by applying the
statutory federal income tax rate to income before provision for income taxes.
The sources and tax effects of the differences are as follows:

                        U.S federal statutory rate       (34.0%)
                        Valuation reserve                 34.0%
                        Total                               - %

As of December 31, 2012, the Company has a net operating loss carryforward of
approximately $143,000 for tax purposes, which will be available to offset
future taxable income.  If not used, this carryforward will expire between
2019 and 2032. The deferred tax asset relating to the operating loss
carryforward has been fully reserved at December 31, 2012. The availability of
this operating loss to offset future earnings may be limited under the change
of control provisions of Internal Revenue Code Section 381.  For the years
ended December 31, 2012 and 2011, the valuation allowance increased by
approximately $3,300 and $3,500, respectively.

Management has concluded that the Company has no uncertain tax positions
requiring disclosure pursuant to ASC 740 (formerly - FASB interpretation
("FIN") No. 48).  The tax years open for audit are 2009 to 2012.


NOTE 3 - RELATED PARTY TRANSACTIONS

The Company currently utilizes the home of its President as a mailing
address "rent free".  The officers and directors of the Company are involved
in other business activities and may, in the future, become involved in other
business opportunities.  If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company and their
other business interests.  The Company has not formulated a policy for the
resolution of such conflicts.



                                       F8
<PAGE>

NOTE 4 - STOCKHOLDERS' EQUITY

The Company is authorized to issue 50,000,000 shares of its $0.001 par value
Common Stock.

On July 31, 1989, the Company issued 1,360,000 shares of its $0.001 par value
Common Stock to its directors for cash in the amount of $6,000.

During the fourth quarter 1989, the Company's public offering was declared
effective.  In connection therewith, the Company sold 40,000 units of Common
Stock at $6.00 per unit.  Each unit consisted of six shares of $0.001 par value
common stock, thirty Class A Warrants, thirty Class B Warrants, and thirty
Class C Warrants.  The Class A Warrants, Class B Warrants, and Class C Warrants
expired on July 15, 2004.

The Company granted the underwriters of its initial public offering Warrants to
purchase an aggregate of 4,000 units that were identical in all respects to the
units sold to the public, pursuant to the terms of the underwriting agreement,
at an exercise price of $6.42 per unit.  The underwriter's warrants expired on
July 15, 2004.

On June 30, 2004, the Company issued 10,000 shares of its $0.001 par value
Common Stock to an officer and director of the Company for services valued at
$3,100.

There have been no other issuances of Common Stock as of December 31, 2012.


NOTE 5 - GAIN ON DEBT EXTINGUISHMENT

In 2004, the Company recorded $14,968 related to trade accounts payable from
a previous year which had been written off by the creditor.  The amount is
shown as a gain from debt extinguishment in the other income and expense
section of the Statements of Operations.

NOTE 6 - SUBSEQUENT EVENTS

On February 25, 2013, John P. O'Shea, the President of the Company, entered
into a Stock Purchase Agreement to purchase, with personal funds, 80,000
restricted shares of common stock issued by the Company in a private
placement transaction. Previously, Mr. O'Shea owned 1,374,800 shares. As a
result of this transaction, Mr. O'Shea is the owner of 1,454,800 shares of
the Company, or approximately 86.08% of outstanding shares.

                                       F9

<PAGE>
ITEM 9.   Changes in and Disagreements With Accountants on Accounting and
          Financial Disclosure.

On December 17, 2012, the audit firm of Drake & Klein CPAs changed its name to
DKM Certified Public Accountants.  The change was reported to the PCAOB as a
change of name.  This is not a change of auditors for the Company.


ITEM 9A.  Controls and Procedures.

     As of the end of the period covered by this report, the Company conducted
an evaluation, under the supervision and with the participation of the Principal
Executive Officer and Principal Financial Officer, of the effectiveness of the
Company's 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 that the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed
by the Company in reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms. Additionally, the
Principal Executive Officer and Principal Financial Officer concluded that
the Company's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in the reports that it
files or submits under the Exchange Act is accumulated and communicated to the
Principal Executive Officer and Principal Financial Officer, as appropriate
to allow timely decisions regarding disclosure.

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 Rule 13a-15(f) of the Securities
Exchange Act of 1934. A company's internal control over financial reporting is a
process designed by the Company's principal executive and principal financial
officers, and effected by the 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 generally accepted accounting principles.  Our
internal control over financial reporting includes policies and procedures that
(i) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of assets, (ii) 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 our receipts and expenditures are being made
only in accordance with authorizations of our management and directors and
(iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisitions, use, or dispositions 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. 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.


                                       12
<PAGE>

     Management, including the President/Principal Financial Officer and
Secretary/Treasurer, has conducted an evaluation of the effectiveness of the
Company's internal control over financial reporting as of December 31, 2012.
Management's evaluation of the effectiveness of the Company's internal control
over financial reporting is based on the framework described in "Internal
Control over Financial Reporting - Guidance for Smaller Public Companies"
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 effective as of December 31, 2012.

     This Annual Report does not include an attestation report of the Company's
independent registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's independent registered public accounting firm pursuant to temporary
rules of the SEC that permit the Company to provide only management's report
in this Annual 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 during
the quarter ended December 31, 2012 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.


ITEM 9B.  Other Information.

None.



                                       13
<PAGE>

                                    PART III

ITEM 10.  Directors, Executive Officers and Corporate Governance.

The following is a list of directors and executive officers of the Company
as of December 31, 2012, their ages and all positions held by each of them
during the past five years.

     John P. O'Shea, 56, is the Company's President and a director since 2004.
     Mr. O'Shea has been Co-Chairman of TerraNova Capital Equitites, Inc. since
     October 2010.  Previously he was registered with Monarch Capital Group, LLC
     from April 2010 to October 2010. From February 2009 to April 2010 he was a
     director and Senior Vice President for Hudson Securities, Inc. Since 1997,
     Mr. O'Shea has been an officer and director of Westminster Securities Corp,
     currently as Chairman, CEO and Director.  Since May 2012, he is Executive
     Chairman of Global Alliance Partners.  He is also a non-executive director
     on the boards of BlueRock Energy Holdings, Inc. and AllGreen Energy Pte,
     Ltd.  Mr. O'Shea holds a BA and MA in Economics from the University of
     Cincinnati.

     Marika Xirouhakis Tonay, 32, is the Company's Secretary/Treasurer and a
     director since 2004.  Ms. Tonay is currently a Senior Compliance Analyst
     registered with a FINRA-member firm.  Previously she was CCO & COO of
     Andrews Securities, LLC from November 2010 to December 2011.  From April
     2009 to November 2011 she was a financial services consultant. From
     January 1999 until March 2009, she was employed by Westminster Securities
     Corp., and also served as  corporate secretary for Westminster Securities
     Corp. from September 2006 until March 2009.  She attended New York
     University, Stern School of Business, graduating Magna Cum Laude with a
     BS in Finance and Management.

Section 16(a) Beneficial Ownership Reporting Compliance

Each of the Company's officers, directors and beneficial owners of more than
10% of its common stock is in compliance with Section 16(a) of the Exchange Act.

Code of Ethics

The Company has adopted a code of ethics which applies to its principal
executive officer, principal financial officer, principal accounting officer or
persons performing similar functions. A copy of this code of ethics was
previously included as an exhibit to our annual report on Form 10-KSB for the
fiscal year ended December 31, 2005.  We will also provide a copy of our code
of ethics, without charge, to any person who requests it by contacting us
via mail, telephone or facsimile transmission.

Corporate Governance

There have been no material changes to the procedures by which security holders
may recommend nominees to the Company's board of directors.

The Company is not a listed issuer and therefore is not required to have a
separately-designated standing audit committee, nor an audit committee financial
expert.  The entire board of directors of the Company serves as its audit
committee.


                                       14
<PAGE>

Item 11.  Executive Compensation.

There was no compensation awarded to, earned by or paid to any officer or
director by the Company during the fiscal  year.  Compensation was previously
paid to the Company's secretary/treasurer in 2004 and additional compensation
was paid in the first quarter of 2009 for ongoing services.  The Company's
President has not received any compensation and no compensation is currently
intended to be paid to him.  Each of the Company's officers may from time to
time be reimbursed for out-of-pocket  expenses incurred on behalf of the
Company. See "Certain Relationships and Related Transactions."  The Company
has no stock option, retirement, pension, or profit-sharing programs for the
benefit of directors, officers  or other  employees,  but the Board of
Directors may recommend adoption of one or more such programs in the future.

Compensation Committee Interlocks and Insider Participation

The Company has no compensation committee.  Its officers, John O'Shea and
Marika Tonay, participate in deliberations of the board of directors
concerning executive officer compensation.

Compensation Committee Report

There was no Compensation Discussion and Analysis prepared during the fiscal
year, as there was no compensation paid or contemplated to be paid during
such time.  John O'Shea and Marika Tonay perform the functions of the
compensation committee.

                                       15
<PAGE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management
          and Related Stockholder Matters.

Equity Compensation Plan

The Company does not have an equity compensation plan, nor are any securities
authorized for issuance under any such type plan.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of March 20, 2013, the number of shares
of common stock owned of record and beneficially by executive officers,
directors and any person who is the beneficial owner of more than 5% of the
Company's common stock. Also included are the shares held by all executive
officers and directors as a group.  The Company does not have outstanding any
shares of preferred stock, any other securities convertible into common stock,
or any options or warrants to acquire common stock.


    NAME AND ADDRESS OF           NUMBER OF SHARES        PERCENT
     BENEFICIAL OWNER            OWNED BENEFICIALLY       OF CLASS
----------------------------     ------------------      ----------

John P. O'Shea                        1,454,800              86.08%
c/o 100 Wall St, 7th Fl
New York, NY 10005

Marika X. Tonay                          14,000               0.83%
c/o 100 Wall St, 7th Fl
New York, NY  10005

All directors and executive           1,468,800              86.91%
officers as a group (2 persons)

Each principal shareholder has sole investment power and sole voting power over
the shares owned.


Possible Change in Control

In the event of a purchase of control by other persons, or a merger, the
shareholders and management listed above will no longer own the percentages set
forth above, and shareholders may be subject to decisions by the new control
parties to which they may not assent.




                                       16
<PAGE>

ITEM 13. Certain Relationships and Related Transactions,
         and Director Independence.

Transactions with Related Persons

There have been no transactions completed or proposed, during the Company's
last two completed fiscal years, in which the registrant was or is to be a
participant, with an amount involved exceeding the lesser of (i) $120,000 or
(ii) 1% of the average of the Company's total assets at year end, in which
any related person had or will have a direct or indirect material interest.

Although there are no current plans to do so, the Company may pay compensation
to its President or additional compensation to its Secretary/Treasurer in
connection with maintaining the Company's public status, seeking business
opportunities and/or completing a merger or acquisition transaction.

The Company maintains a mailing address at the home of its President, John P.
O'Shea, 2 Gold St, PH 12, New York, NY  10038.  It pays no rent and incurs
no expense for maintenance of this address.

Promoters and Certain Control Persons

John P. O'Shea acquired control of the Company on February 10, 2004.  He
purchased, with personal funds, an aggregate of 874,667 restricted shares
from two prior shareholders of the Company.  The shares were purchased
for $0.2745 per share, which was a discount to the $0.31 public market price
of the shares at the time.  Mr. O'Shea held 30,700 shares prior to the
transaction, and he concurrently purchased 16,100 shares in the open market
at $0.31 per share, for a total of 921,467 shares.  In July 2010, Mr. O'Shea
purchased, with personal funds, an additional 384,633 restricted shares of
common stock from a third party shareholder, at $0.195 per share, which was
a premium to the last trade price of $0.15 per share but approximately equal
to the prevailing bid price.  In March 2011, Mr. O'Shea purchased, with
personal funds, an additional 68,700 restricted shares of common stock from
a third party shareholder, at $0.25 per share, which was a discount to the
most recent trade price of $0.51 but approximately equal to the prevailing
bid price. In February 2013, Mr. O'Shea purchased, with personal funds, an
additional 80,000 restricted newly issued shares of common stock from the
Company in a private placement transaction, at $0.25 per share, which was
a premium to the prevailing bid price of $0.23 per share. Following this
transaction, Mr. O'Shea was the owner of 1,454,800 shares of common stock,
increasing his ownership to 86.08% of outstanding shares. No promoter was
involved in any of these transactions.



                                       17
<PAGE>

Director Independence

The Company does not have any independent directors.  Both of the Company's
directors are also executive officers of the Company.  The Company is not a
listed issuer and is not required by any securities exchange or quotation
system to have independent directors.  There are no transactions, relationships
or arrangements with any director undertaken or considered during the Company's
last two fiscal years, other than as discussed above under "Transactions with
Related Persons".


ITEM 14.  Principal Accounting Fees and Services.

(1) Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountants for the audit of the Company's
annual financial statements and review of financial statements included in the
Company's Form 10-Q (17 CFR 249.308b) or services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for those fiscal years were $6,750 for the fiscal year ended
December 31, 2012 and $6,750 for the fiscal year ended December 31, 2011.

(2) Audit-Related Fees

There have been no fees billed in either of the last two fiscal years for
assurance and related services by the principal accountant.

(3) Tax Fees

There have been no fees billed in either of the last two fiscal years for
professional services rendered by the principal accountant for tax compliance,
tax advice, or tax planning.

(4) All Other Fees

There have been no fees billed in either of the last two fiscal years for
products and services provided by the principal accountant, other than the
services reported above.

(5) Pre-Approval Policies and Procedures

Before the principal accountant is engaged by the Company to render audit or
non-audit services, the engagement is approved by the Company's Board of
Directors acting as the audit committee.

On December 17, 2012, the audit firm of Drake & Klein CPAs changed its name to
DKM Certified Public Accountants.  The change was reported to the PCAOB as a
change of name.  This is not a change of auditors for the Company.


                                       18
<PAGE>

                                    PART IV

ITEM 15.  Exhibits, Financial Statement Schedules.

(a)(1) Financial Statements

       See ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

(a)(2) Financial Statement Schedules

       None

(a)(3) Exhibits

       31.1 Certification by the Principal Executive Officer and Principal
            Financial Officer pursuant to Section 302 of the Sarbanes-0xley Act
            of 2002

       32.1 Certification by 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




                                       19

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.


Date: March 29, 2013

                                                   STRATEGIC ACQUISITIONS, INC.


                                                   By:  /s/ JOHN P. O'SHEA
                                                   ------------------------
                                                   John P. O'Shea
                                                   President and
                                                   Principal Financial Officer


     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Name                          Title                              Date
----                          -----                              ----

                              President
/s/ JOHN P. O'SHEA            Principal Financial Officer
----------------------        Director                           March 29, 2013
    John P. O'Shea

                              Secretary
/s/ MARIKA X. TONAY           Treasurer
----------------------        Director                           March 29, 2013
    Marika X. Tonay





                                       20

<PAGE>