<PAGE>
                       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, 2001

[ ]       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)

50 East 42nd Street, Suite 1805, New York, NY      10017
---------------------------------------------      -----
(Address of Principal Executive Officers)        (Zip Code)

                                 (212) 682-5058
                                 --------------
                          (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 revenues for fiscal year 2001 were $4,801.

     The aggregate market value of the voting and non-voting common equity held
by the issuer's nonaffiliates, as March 11, 2002, was $60,000.

     As of December 31, 2001, a total of 1,600,000 shares of common stock were
issued and outstanding.

     Documents incorporated by reference: None.

     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

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


PART III.......................................................  5

Item 9.   Directors, Executive Officers, Promoters and.........  5
          Control Persons; Compliance With Section 16(a)
          of the Exchange Act.

Item 10.  Executive Compensation...............................  6

Item 11.  Security Ownership of Certain Beneficial Owners......  6

Item 12.  Certain Relationships and Related Transactions.......  7

Item 13.  Exhibits and Reports on Form 8-K.....................  7






                                       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
office of its President, Richard S. Kaye, 50 East 42nd Street, Suite 1805, New
York, New York 10017. 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. Over the past two years the
inter-dealer bid quotation, without retail mark-up, mark-down or commission was
$0.25, and may not represent actual transactions. Trading symbol STQN.

At March 1, 2002, there were 217 beneficial and record holders 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, 2001.

The Company remains in the development stage and has limited capital resources
and stockholder's equity. At December 31, 2001, the Company had current assets
in the form of cash and cash equivalents of $124,589 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 that 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.











                                       3
<PAGE>
                                      PART F/S

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




                                    CONTENTS

<TABLE>
<CAPTION>
                                                             PAGE
                                                             ----
<S>                                                       <C>
Cover Page                                                    F-1

Report of Independent Certified Public Accountants            F-2

Balance Sheets, December 31, 2001 and 2000                    F-3

Statements of Operations for the Years Ended
December 31, 2001 and 2000                                    F-4

Statements of Stockholders' Equity,
December 31, 2001 and 2000                                    F-5

Statements of Cash Flows for the Years Ended
December 31, 2001 and 2000                                    F-6

Notes to Financial Statements                              F-7 & F-8
</TABLE>


                                       4
<PAGE>
                           STRATEGIC ACQUISITIONS INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000





                                       F-1
<PAGE>
                                   [MR & CO
                                 MAYER RISPLER
                                & COMPANY, P.C.
                                  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, 2001 and 2000 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, 2001 and 2000, 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.



/s/ Mayer Rispler & Company P.C.

Brooklyn, New York
February 25, 2002


                                       F-2
<PAGE>
                           STRATEGIC ACQUISITIONS INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                           December 31,
                                                                     2001              2000
                                                                  ---------         ---------
<S>                                                               <C>               <C>
                                     ASSETS

Cash and Equivalents                                              $ 124,589         $ 126,839
                                                                  ---------         ---------
         TOTAL ASSETS                                             $ 124,589         $ 126,839
                                                                  =========         =========



                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
   Accounts Payable                                               $  14,968         $  14,968
                                                                  ---------         ---------

Stockholders' Equity
   Common Stock, par value $.001; authorized
   50,000,000 shares, 1,600,000 shares
   issued and outstanding, respectively                           $   1,600         $   1,600
   Additional Paid-In Capital                                       183,703           183,703
   Accumulated Deficit                                              (75,682)          (73,432)
                                                                  ---------         ---------
         TOTAL STOCKHOLDERS' EQUITY                                 109,621           111,871
                                                                  ---------         ---------
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $ 124,589         $ 126,839
                                                                  =========         =========
</TABLE>


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


                                       F-3
<PAGE>
                               STRATEGIC ACQUISITIONS INC.
                              (A Development Stage Company)
                                 STATEMENTS OF OPERATIONS
                                       YEARS ENDED


<TABLE>
<CAPTION>
                                                                December 31,
                                                         2001                2000
                                                     -----------         -----------
<S>                                                  <C>                 <C>
Interest Income                                      $     4,801         $     6,564
                                                     -----------         -----------

Expenses:

  Transfer Agent Fees                                      2,400               2,400
  State of Nevada Filing Fee                                  85                  85
  Registered Agent Fee                                       117                 112
  Bank Fees                                                   40                  25
  Legal Fees                                               - 0 -              26,285
  Auditing Fees                                            2,500               2,925
  SEC Edgar Filing Fees                                    1,872               1,043
  Publications                                                37               - 0 -
                                                     -----------         -----------
      Total Expenses                                       7,051              32,875
                                                     -----------         -----------
      NET LOSS                                       $    (2,250)        $   (26,311)
                                                     ===========         ===========

Basic Loss Per Common Share                          $    (.0014)        $     (.016)
                                                     ===========         ===========
Weighted Average Number of Shares Outstanding          1,600,000           1,600,000
                                                     ===========         ===========
</TABLE>


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


                                            F-4
<PAGE>
                            STRATEGIC ACQUISITIONS INC.
                           (A Development Stage Company)
                         STATEMENTS OF STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                                                  Total
                                                                                                  Stock-
                                                Common        Additional      Accumulated        holders'
                                                 Stock     Paid-In Capital     (Deficit)          Equity
                                                 -----     ---------------    -----------         ------
<S>                                             <C>        <C>                <C>             <C>
Issuance of common stock
on July 31, 1989 at par value
($.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, 1999                                      $(47,121)          (47,121)
                                                 ------         -------        --------         ---------

Balance - December 31, 1999                       1,600         183,703         (47,121)          138,182

Net Loss                                                                        (26,311)          (26,311)
                                                 ------         -------        --------         ---------

Balance - December 31, 2000                       1,600         183,703         (73,432)          111,871

Net Loss                                                                         (2,250)           (2,250)
                                                 ------        --------        --------         ---------

Balance - December 31, 2001                      $1,600        $183,703        $(75,682)        $ 109,621
                                                 ======        ========        ========         =========
</TABLE>


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


                                       F-5
<PAGE>
                               STRATEGIC ACQUISITIONS INC.
                              (A Development Stage Company)
                                STATEMENTS OF CASH FLOWS
                                       YEARS ENDED


<TABLE>
<CAPTION>
                                                            December 31,
                                                        2001              2000
                                                     ---------         ---------
<S>                                                  <C>               <C>
Cash Flows From Operating Activities:

 Net Loss                                            $  (2,250)        $ (26,311)

Adjustments to Reconcile Net Loss to Net Cash
  Used in Operating Activities:

 Increase in Accounts Payable                            - 0 -            14,968
                                                     ---------         ---------

    Cash Used in Operating Activities                $  (2,250)        $ (11,343)



    CASH - BEGINNING                                   126,839           138,182
                                                     ---------         ---------

    CASH - ENDING                                    $ 124,589         $ 126,839
                                                     =========         =========
</TABLE>



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


                                       F-6
<PAGE>
                               STRATEGIC ACQUISITIONS INC.
                              (A Development Stage Company)
                              NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001 AND 2000





NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

BACKGROUND - Strategic Acquisitions Inc. (the Company) was organized under the
laws of the State of Nevada on January 27, 1989. Its purpose is to provide a
vehicle to acquire or merge with another entity. Since the Company does not have
any operations, it is considered a development stage company.

CASH AND EQUIVALENTS - Cash and equivalents are stated at cost plus accrued
interest. The Company considers all highly liquid investments with a maturity
date of three months or less to be cash equivalents.

CONCENTRATION OF CREDIT RISK - At December 31, 2001 and 2000, the Company
maintained all its cash in one commercial bank. The Company has not experienced
any losses on such accounts.

EARNINGS PER SHARE - Basic earnings per share is computed using the weighted
average number of shares outstanding during the reporting period. Diluted
earnings per share is not reflected since it would be anti-dilutive.

NOTE 2 - STOCKHOLDERS' EQUITY

      The Company is authorized to issue 50,000,000 common shares with a par
value of $.001. On July 31, 1989, the Company issued 1,360,000 shares of its
common stock to its officers for a total consideration 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 Common Stock, $.001
par value, 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 this offering (the "Effective Date"). Each
Class B Warrant entitles the holder thereof to purchase one share of Common
Stock at $0.875 per share for an exercise period of two years from the Effective
Date. Each Class C Warrant entitles the holder thereof to purchase on share of
common Stock at $1.00 per share for and exercise period of two years from the
Effective Date. 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
$.01 per Warrant. The Company has extended the life of these Warrants and
currently each expires July 17, 2002.

      The Company granted the underwriter 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 these warrants and currently they will expire on July 17,
2002.


                                       F-7
<PAGE>
                           STRATEGIC ACQUISITIONS INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2001 and 2000
                                   (CONTINUED)



NOTE 3 - COMMITMENTS AND OTHER MATTERS

      The Company currently utilizes the office of its president as a mailing
address. Pursuant to an oral agreement, these facilities are rent free.

NOTE 4 - INCOME TAXES

      At December 31, 2001 and 2000 the Company had available Federal net
operating loss carry-forwards of $75,682 and $73,432, respectively. The Company
has established a valuation allowance equal to 100% of the deferred tax asset
that would be created upon recording the tax effect of the net operating loss
carry-forwards, as the Company could not conclude that the deferred tax asset
would be realized.

NOTE 5 - REGISTRATION STATEMENT

      A Registration Statement on Form 10-SB was filed with the Securities and
Exchange Commission on January 18, 2000. The Company has been advised by the
Commission that no review of such statement has been or will be made. The
Registration Statement went effective automatically sixty days after filing.


                                       F-8
<PAGE>

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

None.

                                    PART III

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

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

          Richard S. Kaye, 69, has acted as the Company's president and director
          since 1989. For more than the past five years, Mr. Kaye has managed
          his own investment portfolio for his own account.

          Deborah A. Salerno, 48, is the Company's vice president and a
          director, positions she held since 1989. 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) and
          secretary and director of Park Hill Capital I Corp. (1999) and
          Franklyn Resources I, Inc. (1999). Ms. Salerno is the
          secretary/treasurer and a director of Franklyn Resources II, Inc. and
          Franklyn Resources III, Inc. and a director and president of OSK
          Capital II Corp., OSK Capital III Corp. and Park Hill Capital III
          Corp. Ms. Salerno is the secretary/treasurer and a director of Park
          Hill Capital II Corp.

          Victor E. Stewart, 51, acted as the Company's secretary, treasurer and
          a director since 1989. Since 1997 Mr. Stewart has been a partner in
          the law firm of Lovell & Stewart, LLP, which specializes in
          securities, commodities and antitrust litigation. From 1994 to until
          1996 Mr. Stewart served as a director of Deutsche Morgen Grenfell.

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


                                       5
<PAGE>

Item 10.  Executive Compensation.

Not applicable.

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

The following table sets forth, as of the date of this Form 10-KSB, 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.

<Table>
<Caption>

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

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)
</Table>

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.


                                       6

<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 50 East 42nd Street, Suite 1805, New
York, New York 10017, the office of its President, Richard S. Kaye, 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.

None.










                                       7
<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:     March 25, 2002


                                        STRATEGIC ACQUISITIONS, INC.



                                 BY:       /s/ RICHARD S. KAYE
                                        ______________________________
                                               Richard S. Kaye
                                               President

     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.


<Table>
<Caption>

Name                             Title                 Date
----                             -----                 ----
<S>                             <C>                   <C>
                                 Director
   /s/ RICHARD S. KAYE           President             March 22, 2002
_________________________
       Richard S. Kaye


                                 Director
                                 Secretary
  /s/ VICTOR E. STEWART          Treasurer             March 22, 2002
_________________________
      Victor E. Stewart


                                 Director
  /s/ DEBORAH A. SALERNO         Vice President        March 22, 2002
_________________________
      Deborah A. Salerno

</Table>