Document and Entity Information
Document and Entity Information - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Jun. 30, 2014 | |
Document and Entity Information: | ||
Entity Registrant Name | USA Equities Corp. | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Trading Symbol | usaq | |
Amendment Flag | false | |
Entity Central Index Key | 856,984 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 5,988,740 | |
Entity Public Float | $ 54,000 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 |
USA Equities Corp. - Balance Sh
USA Equities Corp. - Balance Sheets | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | |
Assets: | |||
Cash | $ 0 | $ 0 | |
Total current assets | 0 | 0 | |
Total Assets: | 0 | 0 | |
Current Liabilities: | |||
Accounts payable - trade | $ 11,170 | $ 12,800 | |
Accrued expenses | 58,916 | 50,310 | |
Advances from and accruals due to related party | 50,480 | 18,375 | |
Convertible note, related party | 329,181 | 331,681 | |
Total current liabilities: | $ 449,747 | $ 413,166 | |
Total liabilities: | $ 449,747 | $ 413,166 | |
Stockholders' deficit: | |||
Preferred stock | [1] | ||
Common stock | [2] | $ 599 | $ 109 |
Additional paid in capital | 1,368,701 | 46,191 | |
Common stock subscriptions receivable | (648,000) | 0 | |
Accumulated deficit | (1,171,047) | (459,466) | |
Total Stockholders' Deficit | (449,747) | (413,166) | |
Total Liabilities and Stockholders' Deficit | $ 0 | $ 0 | |
[1] | $0.0001 par value; 10,000,000 shares authorized; none issued | ||
[2] | $0.0001 par value; 100,000,000 shares authorized; 5,988,740 and 1,088,740 issued and outstanding at September 30, 2015 and December 31, 2014 |
USA Equities Corp. - Statements
USA Equities Corp. - Statements of Operations | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($)$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($)$ / sharesshares | |
Statements of Operations | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Costs and expenses: | ||||
General and administrative | 11,714 | 5,875 | 30,476 | 20,250 |
Interest expenses | $ 2,894 | $ 2,904 | $ 8,605 | $ 8,646 |
Loss on conversion of debt | 672,500 | 0 | 672,500 | 0 |
Total costs and expenses | $ 687,108 | $ 8,779 | $ 711,581 | $ 28,896 |
Net operating loss | (687,108) | (8,779) | (711,581) | (28,896) |
Income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (687,108) | $ (8,779) | $ (711,581) | $ (28,896) |
Basic and diluted per share amounts: | ||||
Basic and diluted net loss | $ / shares | $ (0.16) | $ (0.01) | $ (0.33) | $ (0.03) |
Weighted average shares outstanding | ||||
Basic and diluted | shares | 4,337,653 | 1,088,740 | 2,183,612 | 1,088,740 |
USA Equities Corp. - Statement4
USA Equities Corp. - Statements of Cash Flows | 9 Months Ended | |
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | |
Cash flows from operating activities: | ||
Net loss | (711,581) | (28,896) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Loss realized on conversion of debt | 672,500 | 0 |
Changes in net assets and liabilities: | ||
Increase (decrease) in accounts payable and accrued expenses | $ 6,975 | $ 14,021 |
Cash flows used by operating activities | (32,106) | (14,875) |
Cash flows from investing activities: | ||
Cash used in investing activities | $ 0 | $ 0 |
Cash flows from financing activities: | ||
Procedd from related party borrowings | 32,106 | 14,875 |
Cash generated by financing activities | $ 32,106 | $ 14,875 |
Change in cash | $ 0 | $ 0 |
Cash - beginning of period | 0 | 0 |
Cash - end of period | 0 | 0 |
Non-cash transactions: | ||
Debt converted to common stock | 648,000 | 0 |
Fair value of shares issued to acquire future interest in real estate | 2,500 | 0 |
Note 1. The Company
Note 1. The Company | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 1. The Company | Note 1. The Company USA Equities Corp, (f/k/a American Biogenetic Sciences, Inc.) (the "Company", We or the "Registrant") was incorporated in Delaware on September 1, 1983. Prior to ceasing its operations in 2002, the Company was engaged in the research, development and production of bio-pharmaceutical products. On September 19, 2002, the Registrant filed for bankruptcy under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court Eastern District of New York. On November 4, 2005, the Company emerged from Bankruptcy Court. On August 13, 2010, the Company's sole officer/director transferred and assigned his control stock position to an unrelated third party but remained as the Company's sole executive officer/director. On April 14, 2015, the Company incorporated a wholly-owned subsidiary in Delaware (USA Equities Trust, Inc.) for the purpose of acquiring real estate. |
Note 2. Going Concern
Note 2. Going Concern | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 2. Going Concern | Note 2. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses, has negative operational cash flows and has no revenues. The future of the Company is dependent upon Management's success in its efforts and limited resources to pursue and effect a business combination. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty. |
Note 3. Basis of Presentation
Note 3. Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 3. Basis of Presentation | Note 3. Basis of Presentation The Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of only normal recurring accruals, necessary for a fair statement of financial position, results of operations, and cash flows. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the financial statements and the accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2014. The accounting policies are described in the Notes to the Financial Statements in the 2014 Annual Report on Form 10-K and updated, as necessary, in this Form 10-Q. The year-end balance sheet data presented for comparative purposes was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. The results of operations for the three and nine-months ended September 30, 2015 are not necessarily indicative of the operating results for the full year or for any other subsequent interim period. Accounting Policies Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. Principles of Consolidation The consolidated financial statements include the accounts of USA Equities Corp and as of April 14, 2015, the accounts of its wholly owned subsidiary USA Equities Trust, Inc. All significant inter-company balances and transactions have been eliminated. Cash and Cash Equivalents For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. Fair Value of Financial Instruments ASC #825, "Disclosures about Fair Value of Financial Instruments," requires disclosure of fair value information about financial instruments. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2015. These financial instruments include accounts payable and accrued expenses. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values. Earnings per Common Share Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed using the weighted average number of common and dilutive equivalent shares outstanding during the period. Dilutive common equivalent shares consist of options to purchase common stock (only if those options are exercisable and at prices below the average share price for the period) and shares issuable upon the conversion of issued and outstanding preferred stock. Due to the net losses reported, dilutive common equivalent shares were excluded from the computation of diluted loss per share, as inclusion would be anti-dilutive for the periods presented. There were no common equivalent shares required to be added to the basic weighted average shares outstanding to arrive at diluted weighted average shares outstanding as of September 30, 2015 or 2014. Income Taxes The Company accounts for income taxes in accordance with ASC #740, "Accounting for Income Taxes," which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. ASC 740 also clarifies the accounting for uncertainty in tax positions. This guidance prescribes a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed "more-likely-than-not" to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. There are no uncertain tax positions taken by the Company on its tax returns. Tax years subsequent to 2005 remain open to examination by U.S. federal and state tax jurisdictions. Management of the Company is not aware of any additional needed liability for unrecognized tax benefits at September 30, 2015 and December 31, 2014. The Company has net operating losses of about $499,000, which begin to expire in 2026. Impact of Recently Issued Accounting Standards In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ("ASU 2014-15"), an amendment to FASB Accounting Standards Codification ("ASC") Topic 205, Presentation of Financial Statements. This update provides guidance on management's responsibility in evaluating whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. This ASU 2014-15 is effective for annual periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company provides the disclosures required by ASU 2014-15. There were no other new accounting pronouncements that had a significant impact on the Company's operating results or financial position. |
Note 4. Stockholders' Equity
Note 4. Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 4. Stockholders' Equity | Note 4. Stockholders Equity Recent Issuances Common shares issued to acquire future interest in real estate On July 31, 2015, the Company through its Delaware wholly-owned subsidiary, USA Equities Trust, Inc., entered into an Asset Purchase Agreement with an unaffiliated third party, Green US Builders, Inc., a Delaware corporation for the purchase of a mixed-used investment property located in Bridgeport, consisting of five retail stores and five apartments. At the end of October, the parties decided to rescind the transaction because of the inability to fulfill certain representations regarding the status of the property. The seller, who was issued 2.4 million shares in consideration for the asset, is negotiating with the company to replace the asset with a property of equal value. The shares were valued at $0.27 per share or $648,000, the closing bid at July 31, 2015. The shares have been carried as a common stock subscription receivable at September 30, 2015. Common shares issued on conversion of debt On July 31, 2015, our CFO and control shareholder converted $2,500 in principal amount of the $76,000 note into 2,500,000 restricted shares of common stock. The Company recorded a loss on conversion of $672,500 during the three month ended September 30, 2015 in relation to the conversion of the $2,500 in principal amount. |
Note 5. Convertible Notes To Re
Note 5. Convertible Notes To Related Party | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 5. Convertible Notes To Related Party | Note 5. Convertible Notes to Related Party On October 2, 2009, we issued a convertible promissory note in the amount of $76,000 to our sole officer/director. The note bears interest at the rate of 12% per annum until paid or the note and accrued interest is converted into shares of the Company's common stock at a conversion price of $0.001. The convertible note was issued in consideration of cash advances made and for services provided to the Company by the sole officer/director, who was also the Company's controlling shareholder. On August 13, 2010, the Company's sole officer/director transferred and assigned his controlling stock position to an unrelated third party but remained as the Company's sole executive officer/director. In connection with the August 2010 change in control, the convertible note payable to sole officer/director together with accrued interest was also verbally assigned to the new controlling shareholder. A written agreement was entered into between the Company and the controlling shareholder on December 31, 2013 to assign the $76,000 convertible promissory note to the controlling shareholder. On July 31, 2015, our CFO and control shareholder converted $2,500 in principal amount of this note into 2,500,000 restricted shares of common stock. The Company recorded a loss on conversion of $672,500 during the three month ended September 30, 2015 in relation to the conversion of the $2,500 in principal amount. On December 31, 2013, we issued a convertible promissory note in the amount of $255,681 to our controlling shareholder. The note bears interest at the rate of 1% per annum until paid or the note and accrued interest is converted into shares of the Company's common stock at a conversion price of $0.25 per share. The Company does not expect to record an expense related to the difference between fair market price of its common stock and conversion price of this note during the quarter due to the lack of marketability of its common stock. The Company believes that the conversion of $0.25 presently represents the fair market value of its common stock. The note was issued in consideration of cash advances made and for services provided to the Company by its former sole officer/director and an entity controlled by our sole officer/director, who was also the Company's previous controlling shareholder. In accordance Accounting Standard Codification ("ASC #815"), "Accounting for Derivative Instruments and Hedging Activities", we evaluated the holder's non-detachable conversion right provision and liquidated damages clause, contained in the terms governing the note to determine whether the features qualify as an embedded derivative instruments at issuance. Such non-detachable conversion right provision and liquidated damages clause did not need to be accounted as derivative financial instruments. |
Note 6. Related Party Transacti
Note 6. Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 6. Related Party Transactions | Note 6. Related Party Transactions Fair value of services An entity controlled by the Companys former CEO provided corporate securities compliance services to the Company valued at $10,500 during the nine months ended September 30, 2015, which was recorded as accrued expenses and is reflected in the statement of operations as general and administrative expenses. An entity controlled by the Company's former CEO provided corporate securities compliance services to the Company valued at $10,000 during the nine-month period ended September 30, 2014, which was recorded as accrued expenses and is reflected in the statement of operations as general and administrative expenses. Due Related Parties Amounts due to related parties consist of cash advances received from our controlling shareholder. Such items due totaled $50,480 at September 30, 2015 and $18,375 at December 31, 2014. |
Note 7. Commitments and Conting
Note 7. Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 7. Commitments and Contingencies | Note 7. Commitments and Contingencies There are no pending or threatened legal proceedings as of September 30, 2015. The Company has no non-cancellable operating leases. |
Note 8. Subsequent Event
Note 8. Subsequent Event | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 8. Subsequent Event | Note 8. Subsequent Event At the end of October, the Company agreed to rescind the Asset Purchase Agreement entered with Green US Builders, Inc. (the Seller) because of the inability to fulfill certain representations made regarding the status of the property. The Seller, who was issued 2.4 million shares in consideration for the asset, is negotiating with the company to replace the asset with a property of equal value. The shares were valued at $0.27 per share or $648,000, the closing bid at July 31, 2015. The shares have been carried as a common stock subscription receivable at September 30, 2015. |
Note 3. Basis of Presentation_
Note 3. Basis of Presentation: Use of Estimates (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. |
Note 3. Basis of Presentation14
Note 3. Basis of Presentation: Principles of Consolidation (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of USA Equities Corp and as of April 14, 2015, the accounts of its wholly owned subsidiary USA Equities Trust, Inc. All significant inter-company balances and transactions have been eliminated. |
Note 3. Basis of Presentation15
Note 3. Basis of Presentation: Cash and Cash Equivalents (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. |
Note 3. Basis of Presentation16
Note 3. Basis of Presentation: Fair Value of Financial Instruments (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC #825, "Disclosures about Fair Value of Financial Instruments," requires disclosure of fair value information about financial instruments. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2015. These financial instruments include accounts payable and accrued expenses. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values. |
Note 3. Basis of Presentation17
Note 3. Basis of Presentation: Earnings Per Common Share (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
Earnings Per Common Share | Earnings per Common Share Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed using the weighted average number of common and dilutive equivalent shares outstanding during the period. Dilutive common equivalent shares consist of options to purchase common stock (only if those options are exercisable and at prices below the average share price for the period) and shares issuable upon the conversion of issued and outstanding preferred stock. Due to the net losses reported, dilutive common equivalent shares were excluded from the computation of diluted loss per share, as inclusion would be anti-dilutive for the periods presented. There were no common equivalent shares required to be added to the basic weighted average shares outstanding to arrive at diluted weighted average shares outstanding as of September 30, 2015 or 2014. |
Note 3. Basis of Presentation18
Note 3. Basis of Presentation: Income Taxes (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC #740, "Accounting for Income Taxes," which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. ASC 740 also clarifies the accounting for uncertainty in tax positions. This guidance prescribes a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed "more-likely-than-not" to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. There are no uncertain tax positions taken by the Company on its tax returns. Tax years subsequent to 2005 remain open to examination by U.S. federal and state tax jurisdictions. Management of the Company is not aware of any additional needed liability for unrecognized tax benefits at September 30, 2015 and December 31, 2014. The Company has net operating losses of about $499,000, which begin to expire in 2026. |
Note 3. Basis of Presentation19
Note 3. Basis of Presentation: Impact of Recently Issued Accounting Standards (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
Impact of Recently Issued Accounting Standards | Impact of Recently Issued Accounting Standards In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ("ASU 2014-15"), an amendment to FASB Accounting Standards Codification ("ASC") Topic 205, Presentation of Financial Statements. This update provides guidance on management's responsibility in evaluating whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. This ASU 2014-15 is effective for annual periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company provides the disclosures required by ASU 2014-15. There were no other new accounting pronouncements that had a significant impact on the Company's operating results or financial position. |