SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB

(Mark One)
[x]       ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934.
          For the fiscal year ended December 31, 2003

[ ]       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 small business issuer as specified in its charter)

Nevada                                           13-3506506
------                                           ----------
(State or Other Jurisdiction of       (IRS Employer Identification No.)
Incorporation or Organization)

355 South End Avenue, Suite 22-B, New York, NY      10280
----------------------------------------------      -----
(Address of Principal Executive Officers)        (Zip Code)

                                 (212) 750-3355
                                 --------------
                          (Issuer's Telephone Number)

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

                   Securities under Section 12(g) of the Act:

                                  Common Stock
                                  ------------
                                (Title of Class)

                                Class A Warrants
                                ----------------
                                (Title of Class)

                                Class B Warrants
                                ----------------
                                (Title of Class)

                                Class C Warrants
                                ----------------
                                (Title of Class)

     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 [x] No [ ]

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB. [ ]

     Issuer's income for fiscal year 2003 was $1,173.

     The aggregate market value of the voting and non-voting common equity held
by the issuer's nonaffiliates, as of March 30, 2004, was $69,998.

     As of December 31, 2003, a total of 1,600,000 shares of common stock were
issued and outstanding.

     Transitional Small Business Format: No.
<PAGE>

                               TABLE OF CONTENTS

                                                                Page

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

Item 1.   Description of Business..............................  1

Item 2.   Description of Property..............................  2

Item 3.   Legal Proceedings....................................  2

Item 4.   Submission of Matters to a Vote of Security .........  2
          Holders


PART II........................................................  2

Item 5.   Market for Common Equity and Related Shareholder.....  2
          Matters

Item 6.   Management's Discussion and Analysis or Plan of......  3
          Operations

Item 7.   Financial Statements.................................  3-4

Item 8.   Changes in and Disagreements with Accountants on.....  5
          Accounting and Financial Disclosure

Item 8A.  Controls and Procedures..............................  5


PART III.......................................................  6

Item 9.   Directors, Executive Officers, Promoters and.........  6
          Control Persons; Compliance With Section 16(a)
          of the Exchange Act.

Item 10.  Executive Compensation...............................  7

Item 11.  Security Ownership of Certain Beneficial Owners......  7-8

Item 12.  Certain Relationships and Related Transactions.......  9

Item 13.  Exhibits and Reports on Form 8-K.....................  9

Item 14.  Principal Accountant Fees and Services...............  10

Signatures.....................................................  11



                                       i
<PAGE>


                                     PART I

Item 1.  Business.

General

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 a stock
exchange.

The business development process is more fully described in the Company's FORM
10-SB Registration Statement filed with the Securities and Exchange Commission
January 18, 2000, incorporated herein by this reference. Since such filing
there has been no change.


                                       1
<PAGE>

ITEM 2.   Description of Property.

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, 355 South End Avenue, Suite 22-B, New
York, New York 10280. 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.   Submission of Matters to a Vote of Security Holders.

None.



                                    PART II

ITEM 5.   Market for Common Equity and Related Shareholder Matters.

There is a limited public trading market for the Company's shares of common
stock on the Over-the-Counter Bulletin Board, under the symbol STQN. The
following table shows the quarterly high and low bid prices during 2002 and
2003 as reported by Bloomberg, LP.  These are the inter-dealer bid quotations,
without retail mark-up, mark-down or commission, and may not represent actual
transactions.

      YEAR            PERIOD                       HIGH         LOW
     ------        -------------                   ----        ----
     2002          First Quarter                   0.25        0.13
                   Second Quarter                  0.25        0.25
                   Third Quarter                   0.25        0.25
                   Fourth Quarter                  0.25        0.25

     2003          First Quarter                   0.25        0.25
                   Second Quarter                  1.01        0.15
                   Third Quarter                   1.01        0.21
                   Fourth Quarter                  0.23        0.21


At March 30, 2004, there were 60 record holders and approximately 217 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.

                                       2
<PAGE>


ITEM 6.   Management's Discussion and Analysis or Plan of Operation.

          PLAN OF OPERATION

The following Plan of Operation should be read in conjunction with the
accompanying audited financial statements for the year ended December 31, 2003.

The Company remains in the development stage and has limited capital resources
and stockholder's equity. At December 31, 2003, the Company had current assets
in the form of cash and cash equivalents of $113,597 and liabilities of $14,968.

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.

ITEM 7.   Financial Statements.



                      THIS AREA INTENTIONALLY LEFT BLANK
                 Item 7. Financial Statements Begin on Page 4






                                       3
<PAGE>



                                    PART F/S

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

                                    CONTENTS

                                                                     PAGE
                                                                     ----

Report of Independent Certified Public Accountants                    F1

Balance Sheets, December 31, 2003 and 2002                            F3

Statements of Operations for the Years Ended
December 31, 2003 and 2002                                            F4

Statements of Stockholders' Equity,
December 31, 2003 and 2002                                            F5

Statements of Cash Flows for the Years Ended
December 31, 2003 and 2002                                            F6

Notes to Financial Statements                                        F7-10


                                       4
<PAGE>



                       [BECKSTEAD AND WATTS, LLP LETTERHEAD]

                          INDEPENDENT AUDITORS' REPORT

Board of Directors
Strategic Acquisitions Inc.
New York, NY


We have audited the Balance Sheets of Strategic Acquisitions, Inc. (the
"Company"), as of December 31, 2003, and the related Statements of Operations,
Stockholders' Equity, and Cash Flows for the year then ended.  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 audit in accordance with generally accepted auditing standards
in the United States of America.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statement presentation.  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 provides 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 Strategic Acquisitions, Inc.
as of December 31, 2003, and the results of its operations and cash flows for
the year then ended, in conformity with generally accepted accounting principles
in the United States of America.



/s/ Beckstead and Watts, LLP

March 28, 2004

                                       F1
<PAGE>
                               [MR&CO LETTERHEAD]

                          INDEPENDENT AUDITORS' REPORT

To The Board of Directors:
Strategic Acquisitions Inc.
New York, New York

      We have audited the accompanying balance sheets of Strategic Acquisitions
Inc. (a Development Stage Company) as of December 31, 2002 and 2001 and the
related statements of operations, stockholders' equity and cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
statements based on our audit.

      We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the statement is free of material
misstatement. An audit 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 provides 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 Strategic Acquisitions Inc.
as of December 31, 2002 and 2001, and the results of its operations and cash
flows for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.



/s/ Mayer Rispler & Company P.C.

February 4, 2003


                                     F2
<PAGE>



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



                                                             December 31,
                                                         2003            2002
                                                         ----            ----

ASSETS

Current Assets:

     Cash and Equivalents                               $113,597        $119,474
                                                         -------         -------
     TOTAL CURRENT ASSETS                               $113,597        $119,474
                                                         =======         =======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

     Accounts Payable                                   $ 14,968        $ 14,968
                                                         -------         -------
     TOTAL CURRENT LIABILITIES                          $ 14,968        $ 14,968
                                                         =======         =======
Stockholders' Equity
    Common Stock, $0.001 par value; 50,000,000
    Shares authorized, 1,600,000 shares issued
    and outstanding, respectively                       $  1,600        $  1,600
    Additional Paid-In Capital                           183,703         183,703
    Accumulated Deficit                                  (86,674)       (80,797)
                                                         --------       --------
       TOTAL STOCKHOLDERS' EQUITY                         98,629         104,506
                                                         -------         -------
       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $113,597        $119,474
                                                         =======         =======


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


                                       F3
<PAGE>


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







                                                             December 31,

                                                     2003                 2002
                                                     ----                 ----


Revenue                                          $       -            $       -

                                               -------------      -------------
Expenses:
   Transfer Agent Fees                                  2,400              2,400
   State of Nevada Filing Fee                              50                 85
   Registered Agent Fee                                   126                122
   Bank Fees                                               25                  -
   Auditing Fees                                        2,825              2,575
   SEC Edgar Filing Fees                                1,530              1,655
   Publications                                            94                  -
                                               --------------      -------------
         Total Expenses                                 7,050              6,837
                                               --------------      -------------

Other Income:
   Interest Income                                      1,173              1,722
                                               --------------      -------------

        NET LOSS                                $     (5,877)      $    (5,115)
                                                =============      =============

Weighted Average Number of
  Common Stock Outstanding - Basic                 1,600,000          1,600,000
                                                =============      =============
Basic Loss Per Common Share                    $      (.0037)     $     (.0031)
                                                =============      =============



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


                                       F4



<PAGE>


                           STRATEGIC ACQUISITIONS INC.
                          (A Development Stage Company)
                       STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<C>    <C>
                                                                                            Total
                                                Common       Additional    Accumulated    Stockholder's
                                                Stock     Paid-In Capital   (Deficit)        Equity
                                                -----     ---------------    -------         ------
Issuance of common stock
on July 31, 1989 at par value
($0.001 per share) for cash                      $1,360      $   4,640                     $   6,000

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

Net (Loss), Inception to
   December 31, 2000                                                        $ (73,432)       (73,432)
                                              ---------      ---------      ----------     ----------
Balance, December 31, 2000                        1,600        183,703        (73,432)       111,871

Net (Loss), December 31, 2001                                                  (2,250)        (2,250)
                                              ---------      ---------      ----------     ----------
Balance, December 31, 2001                        1,600        183,703        (75,682)       109,621

Net (Loss), December 31, 2002                                                  (5,115)        (5,115)
                                              ---------      ---------      ----------     ----------
Balance, December 31, 2002                    $   1,600      $ 183,703      $ (80,797)     $ 104,506

Net (Loss), December 31, 2003                                                  (5,877)        (5,877)
                                              ---------      ---------      ----------     ----------
Balance - December 31, 2003                   $   1,600      $ 183,703      $ (86,674)     $  98,269

                                              =========      =========      =========      =========
</TABLE>

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

                                       F5
<PAGE>



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



                                                            December 31,
                                                        2003             2002
                                                        ----             ----

Cash Flows From Operating Activities:
Net (Loss)                                          $   (5,877)     $   (5,115)
                                                     ----------      ----------
Net Cash (Used) by Operating Activities             $   (5,115)     $   (5,115)
                                                     ----------      ----------

Net Increase (Decrease) in Cash                         (5,877)         (5,115)

    Cash - Beginning                                   119,474         124,589
                                                       -------         -------
    Cash - Ending                                   $  113,597        $119,474
                                                     =========       =========

Supplemental Disclosures:

      Interest Paid                                 $        -      $        -
                                                      =========      =========
      Income Taxes Paid                             $        -      $        -
                                                      =========      =========



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


                                       F6
<PAGE>

                           STRATEGIC ACQUISITIONS INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

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 has been dormant and has had limited operations since its inception,
and in accordance with SFAS #7, the Company is considered a development stage
company.

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, 2003, and 2002, 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
Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of Start-Up
Activities," 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.  SOP 98-5 is effective for
fiscal years beginning after December 15, 1998.  With the adoption of SOP 98-5,
there has been little or no effect on the Company's financial statements.

LOSS PER SHARE
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS #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, 2003.

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, 2003 and 2002.

                                       F-7
<PAGE>
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, 2003.
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.

IMPAIRMENT OF LONG-LIVED ASSETS
Long lived assets held and used by the Company are reviewed for possible
impairment whenever events or circumstances indicate the carrying amount
of an asset may not be recoverable or is impaired.

SEGMENT REPORTING
The Company follows Statement of Financial Accounting Standards No. 130,
"Disclosures About Segments of an Enterprise and Related Information". 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 Statement of Financial Accounting Standard No. 109,
"Accounting for Income Taxes" ("SFAS No. 109") 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.

RECENT PRONOUNCEMENTS
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities", which addresses financial accounting and
reporting for costs associated with exit or disposal activities and supersedes
EITF No. 94-3, "Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." SFAS No. 146 requires that a liability for a cost associated
with an exit or disposal activity be recognized when the liability is incurred.
Under EITF No. 94-3, a liability for an exit cost was recognized at the date
of an entity's commitment to an exit plan. SFAS No. 146 also establishes
that the liability should initially be measured and recorded at fair value.
The provisions of SFAS No. 146 will be adopted for exit or disposal activities
that are initiated after December 31, 2003.               F-8
<PAGE>

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS No. 123." This
Statement amends SFAS No. 123, "Accounting for Stock-Based Compensation", to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation.
In addition, this statement amends the disclosure requirements of SFAS No. 123
to require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results. The adoption of SFAS No. 148
is not expected to have a material impact on the company's financial position
or results of operations.

In November 2002, the FASB issued FASB Interpretation ("FIN") No. 45,
"Guarantors Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees and Indebtedness of Others", an interpretation of FIN No.
5, 57 and 107, and rescission of FIN No. 34, "Disclosure of Indirect Guarantees
of Indebtedness of Others". FIN 45 elaborates on the disclosures to be made by
the guarantor in its interim and annual financial statements about its
obligations under certain guarantees that it has issued. It also requires that
a guarantor recognize, at the inception of a guarantee, a liability for the fair
value of the obligation undertaken in issuing the guarantee. The initial
recognition and measurement provisions of this interpretation are applicable
On a prospective basis to guarantees issued or modified after December 31,
2003; while, the provisions of the disclosure requirements are effective for
financial statements of interim or annual periods ending after December 15,
2002. The company believes that the adoption of such interpretation will not
have a material impact on its financial position or results of operations and
has adopted such interpretation during fiscal year 2003, as required.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable
Interest Entities", an interpretation of Accounting Research Bulletin No.
51. FIN No. 46 requires that variable interest entities be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or is entitled to receive a majority of
the entity's residual returns or both. FIN No. 46 also requires disclosures
about variable interest entities that companies are not required to
consolidate but in which a company has a significant variable interest. The
consolidation requirements of FIN No. 46 will apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
will apply to entities established prior to January 31, 2003 in the first fiscal
year or interim period beginning after June 15, 2003. The disclosure
requirements will apply in all financial statements issued after January 31,
2003. The company adopted the provisions of FIN No. 46 during the first quarter
of fiscal 2003.

NOTE 2 - INCOME TAXES

The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109"), which
requires use of the liability method.   SFAS No.  109 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.

                                       F-9
<PAGE>

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, 2003, the Company has a net operating loss carryforward of
approximately $86,674 for tax purposes, which will be available to offset future
taxable income.  If not used, this carryforward will expire in 2022. The
deferred tax asset relating to the operating loss carryforward has been fully
reserved at December 31, 2003.

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.

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 consists of six shares of $0.001 par value
common stock, thirty Class A Warrants, thirty Class B Warrants, and thirty
Class C Warrants.  Each Class A Warrant entitles the holder thereof to purchase
one share of Common Stock at $0.75 per share for an exercise period of eighteen
months commencing from the effective date of the offering.  Each Class B
Warrant entitles the holder thereof to purchase one share of Common Stock at
$0.875 per share for an exercise period fo two years form the effective date
of the offering.  Each Class C Warrant entitles the holder thereof to purchase
one share of Common Stock at $1.00 per share for an exercise period of two
years form the effective date of the offering.  The Company has the right to
call the Warrants at any time upon thirty days written notice to the holders
of record thereof at a call price of $0.01 per Warrant.  The Company has
extended the life of the Warrants and currently each expires July 15, 2004.

The Company granted the underwriters of its initial public offering Warrants to
purchase an aggregate of 4,000 units that are 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 Company has extended the life of
the Warrants and currently they expire on July 15, 2004.

There have been no other issuances of Common Stock.
                                       F-10
<PAGE>


ITEM 8.   Changes in and Disagreements With Accountants on Accounting and
          Financial Disclosure.

Mayer Rispler & Company, P.C., the Company's former independent accountants,
notified the Company on January 20, 2004 that they decided to cease SEC practice
effective immediately and would therefore be unable to perform the 2003 audit.
A second communication from Mayer Rispler & Company, P.C. advised that there
were no disagreements on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures.  The Company's
Form 8-K filed on January 26, 2004 is incorporated here by reference.

On February 17, 2004, the Company engaged Beckstead and Watts, LLP ("BW") as its
new independent accountants.  Prior to such date, the Company did not consult
with BW regarding (i) the application of accounting principles, (ii) the type of
audit opinion that might be rendered by BW, or (iii) any other matter that was
the subject of a disagreement between the Company and BW (as defined in
Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as described in
Item 304(a)(1)(v) of Regulation S-K).  The Company's Form 8-K filed on
February 20, 2004 is incorporated here by reference.


ITEM 8A.  Controls and Procedures.

The issuer is not an operating entity. Its sole asset is cash and cash
equivalents in an account in a major banking institution. Our controls and
procedures provide reasonable assurance as to the reliability of the financial
statements and other disclosure included in this report, as well as safeguard
its cash assets from unauthorized use or disposition. The effectiveness of our
disclosure controls and procedures are under the supervision of our President
and Principal Financial Officer. No changes were made to our internal controls
or other factors that could significantly affect these controls and procedures
as of a date within 90 days of the filing date of this report.

                                       5
<PAGE>

                                    PART III

ITEM 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance With Section 16(a) of the Exchange Act.

The following is a list of directors and executive officers of the Company
as of December 31, 2003 their ages and all positions held by each of them
during the past five years.

          Richard S. Kaye, 71, acted as the Company's president and director
          from 1989 to 2004. For more than the past five years, Mr. Kaye has
          managed his own investment portfolio for his own account.

          Deborah A. Salerno, 50, was the Company's vice president and a
          Director from 1989 to 2004. She is president and sole owner of
          DAS Consulting LLC, a private entity located in New York City
          providing financial consulting services to corporations since 1988.
          Ms. Salerno was formerly president and a director of Bishop Equities,
          Inc. -- a position she resigned in March 1999. She has also acted as
          president and director of New York Regional Rail Corp. (1999),
          secretary and director of Park Hill Capital I Corp. and
          Franklyn Resources I, Inc. (1999), and president and a director of
          OSK Capital II Corp. and OSK Capital III Corp. from 1999 to 2004.

          Victor E. Stewart, 53, acted as the Company's secretary, treasurer
          and a director from 1989 to 2004. Since 1997 Mr. Stewart has been a
          partner in the law firm of Lovell Stewart Halebian LLP, which
          specializes in securities, commodities and antitrust litigation.

          Each of the Company's former officers and directors were in compliance
          with Section 16(a) of the Exchange Act until their resignation.


The following is a list of directors and executive officers of the Company
as of March 30, 2004, their ages and all positions held by each of them during
the past five years.

          John P. O'Shea, 47, is the Company's President and a director since
          2004.	 Since 1997, Mr. O'Shea has been President of Westminster
          Securities Corporation, a full-service brokerage firm headquartered
          in New York City.  In addition, Mr. O'Shea has served as a director
          of Laidlaw Global Corporation from 1999 to 2001.  He is an Allied
          Member of the New York Stock Exchange and a Member of the New York
          Board of Trade.

          Marika Xirouhakis, 23, is the Company's Secretary/Treasurer and a
          director since 2004.  Ms. Xirouhakis has been employed by Westminster
          Securities Corporation since 1999, presently serving in the Corporate
          Finance department.  She attended New York University, Stern School
          of Business from 1998 to 2002, graduating Magna Cum Laude with a BS
          in Finance and Management.

          Each of the Company's officers and directors are in compliance with
          Section 16(a) of the Exchange Act.

                                       6
<PAGE>

Item 10.  Executive Compensation.

None.

Item 11.  Security Ownership of Certain Beneficial Owners and
          Management.

The following table sets forth, as of December 31, 2003, 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.


MANAGEMENT AND 5% OR GREATER            NUMBER              OWNERSHIP
SHAREHOLDERS/BENEFICIAL OWNERS         OF SHARES           PERCENTAGE
------------------------------         ---------           ----------


Richard S. Kaye                         453,333              28.33%
50 East 42nd Street
Suite 1805
New York, NY 10017

Victor E. Stewart                       453,334              28.33%
269 South Irving Street
Ridgewood, NJ  07450

Deborah A. Salerno                      453,333              28.33%
355 South End Avenue
Apartment 22B
New York, NY 10280

All directors and executive           1,360,000              85.0%
officers as a group
(3 persons)


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

                                       7
<PAGE>
The following table sets forth, as of March 30, 2004, 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.


MANAGEMENT AND 5% OR GREATER            NUMBER              OWNERSHIP
SHAREHOLDERS/BENEFICIAL OWNERS         OF SHARES           PERCENTAGE
------------------------------         ---------           ----------


John P. O'Shea                         917,867               57.37%
c/o 100 Wall Street
7th Floor
New York, NY 10005

Marika Xirouhakis                         3,000               0.19%
c/o 100 Wall Street
7th Floor
New York, NY  10005

Deborah A. Salerno                      453,333              28.33%
355 South End Avenue
Apartment 22B
New York, NY 10280

All directors and executive             920,867              57.55%
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.


The Company does not have an Equity Compensation Plan nor are any securities
authorized for issuance under such type plan.


                                       8
<PAGE>


ITEM 12. Certain Relationships and Related Transactions.

No officer, director, or affiliate of the Company has during the last two
years, or proposes to have, any direct or indirect material interest in any
asset proposed to be acquired by the Company through security holdings,
contracts, options, or otherwise.

The Company has adopted a policy under which any consulting or finder's fee
that may be paid to a third party or affiliate for consulting services to
assist management in evaluating a prospective business opportunity would be
paid in stock or in cash. Any such issuance of stock would be made on an ad hoc
basis. Accordingly, the Company is unable to predict whether or in what amount
such stock issuance might be made.

Although there is no current plan in existence, it is possible that the Company
will adopt a plan to pay or accrue compensation to its officers and directors
for services related to seeking business opportunities and completing a merger
or acquisition transaction.

The Company maintains a mailing address at 355 South End Avenue, Suite 22-B,
New York, NY  10280, the home of its President, John P. O'Shea, but
otherwise does not maintain an office. As a result, it pays no rent and incurs
no expenses for maintenance of an office and does not anticipate paying rent or
incurring office expenses in the future. It is likely that the Company will
establish and maintain an office after completion of a business combination.


ITEM 13.  Exhibits and Reports on Form 8-K.

(a) Exhibits

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

32.1 Certification by the President and Principal Financial Officer pursuant to
     18 U.S.C. Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002


(b) Reports on Form 8-K:

Incorporated by reference is the registrant's report on Form 8-K filed on
January 26, 2004, reporting under Items 4 and 7 the resignation of the
Company's independent accountants.

Incorporated by reference is the registrant's report on Form 8-K filed on
February 20, 2004, reporting under Items 1 and 4 a change of control in the
registrant and appointment of new independent accountants.




                                       9
<PAGE>

ITEM 14.  Principal Accountant 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-QSB (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 $2,750 for the fiscal year ended
December 31, 2002 and $7,350 for the fiscal year ended December 31, 2003.

(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.





                                       10
<PAGE>




                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereto duly
authorized.

Date: April 6, 2004

                                                    STRATEGIC ACQUISITIONS, INC.


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

     In accordance with the Exchange Act, 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                           April 6, 2004
    John P. O'Shea

                              Secretary
/s/ MARIKA XIROUHAKIS         Treasurer
----------------------        Director                           April 6, 2004
    Marika Xirouhakis





                                       11
<PAGE>
                                                                 Exhibit 31.1
                     Certification Pursuant to Section 302
                       of the Sarbanes-Oxley Act of 2002

I, John P. O'Shea, certify that:

1. I have reviewed this annual report on Form 10-KSB of Strategic Acquisitions,
   Inc. (the "Registrant");

2. Based on my knowledge, this annual report does not contain any untrue
   statement of a material fact or omit to state a material fact necessary to
   make the statements made, in light of the circumstances under which such
   statements were made, not misleading with respect to the period covered by
   this report;

3. Based on my knowledge, the financial statements, and other financial
   information included in this annual report, fairly present in all material
   respects the financial condition, results of operations and cash flows of the
   Registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and
   procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
   Registrant and have:

   a) designed such disclosure controls and procedures to ensure that material
      information relating to the Registrant is made known to me, particularly
      during the period in which this annual report is being prepared. The
      Registrant has no consolidated or unconsolidated subsidiaries;

   b) presented in this annual report my conclusions about the effectiveness of
      disclosure controls and procedures based on my evaluation as of the
      the end of the period covered by this report based on such evaluation; and

   c) disclosed in this report any change in the Registrant's internal control
      over financial reporting that occurred during the registrant's most recent
      fiscal quarter (the Registrant's fourth fiscal quarter in the case of an
      annual report) that has materially affected, or is reasonably likely to
      materially affect, the Registrant's internal control over financial
      reporting

5. I have disclosed, based on my most recent evaluation of internal control over
   financial reporting, to the Registrant's auditors and the audit committee of
   the Registrant's board of directors (or persons performing the equivalent
   functions):

   a) all significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the Registrant's ability to
      record, process, summarize and report financial information; and

   b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the Registrant's internal
      control over financial reporting.


/s/ JOHN P. O'SHEA                                             April 6, 2004
---------------------------------------
John P. O'Shea
President and Principal Financial Officer
<PAGE>


                                                                Exhibit 32.1
                     Certification Pursuant to Section 906
                       of the Sarbanes-Oxley Act of 2002


In connection with the filing of the Annual Report on Form 10-KSB of Strategic
Acquisitions, Inc. (the "Company") for the year ended December 31, 2003 as filed
with the Securities and Exchange Commission, I, John P. O'Shea, President of the
certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

     1. The Report fully complies with the requirements of Section 13(a) or
        15(d) of the Securities Exchange Act of 1934, as amended, and

     2. The information contained in the Report fairly presents, in all material
        respects, the financial condition and results or operations of the
        Company.



/s/ JOHN P. O'SHEA                                               April 6, 2004
---------------------------------
John P. O'Shea
President and Principal Financial
Officer