QHSLab (USAQ) 10-K 14 Apr 16 2015 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Jun. 30, 2015
Document and Entity Information:
Entity Registrant Name	USA Equities Corp.
Document Type	10-K
Document Period End Date	Dec. 31, 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		$ 612,329
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	FY

USA Equities Corp. - Balance Sh

USA Equities Corp. - Balance Sheets		Dec. 31, 2015USD ($)	Dec. 31, 2014USD ($)
Current assets:
Cash		$ 0	$ 0
Total current assets		0	0
Total Assets		0	0
Current Liabilities:
Accounts payable - trade		12,906	12,800
Accrued interest expenses		61,783	50,310
Advances from and accruals due to related party		$ 56,410	$ 18,375
Convertible note, related party		329,181	331,681
Total current liabilities		$ 460,280	$ 413,166
Total liabilities		$ 460,280	$ 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		(1,181,580)	(459,466)
Total Stockholders' Deficiency		(460,280)	(413,166)
Total Liabilities and Stockholders' Deficiency		$ 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 December 31, 2015 and 2014

USA Equities Corp. - Statements

USA Equities Corp. - Statements of Operations	12 Months Ended
	Dec. 31, 2015USD ($)$ / sharesshares	Dec. 31, 2014USD ($)$ / sharesshares
Statements of Operations
Revenue	$ 0	$ 0
Costs and expenses:
General and administrative	38,142	28,925
Interest expenses	$ 11,472	$ 11,550
Loss on conversion of debt	672,500	0
Total costs and expenses	$ 722,114	$ 40,475
Net income (loss)	$ (722,114)	$ (40,475)
Basic and diluted per share amounts:
Basic and diluted net loss | $ / shares	$ (0.23)	$ (0.04)
Weighted average shares outstanding
Basic and diluted | shares	3,124,713	1,088,740

USA Equities Corp. - Statement

USA Equities Corp. - Statement of Stockholders' Equity (Deficiency)	Common Stock, Share	Common Stock, Amount	Additional Paid-In Capital	Accumulated Deficit	Total Shareholders' Deficiency
Balance at Dec. 31, 2013	1,088,740	109	46,191	(418,991)	(372,691)
Stock issued upon conversion of debt
Stock issued to acquire real estate
Net loss year end				(40,475)	(40,475)
Balance at Dec. 31, 2014	1,088,740	109	46,191	(459,466)	(413,166)
Stock issued upon conversion of debt	2,500,000	250	674,750		675,000
Stock issued to acquire real estate	2,400,000	240	647,760	(648,000)
Net loss year end				(722,114)	(722,114)
Balance at Dec. 31, 2015	5,988,740	599	1,368,701	(1,181,580)	(460,280)

USA Equities Corp. - Statement5

USA Equities Corp. - Statements of Cash Flows	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Cash flows from operating activities:
Net loss	(722,114)	(40,475)
Adjustments to reconcile net loss to cash used in operating activities:
Loss realized on conversion of debt	672,500	0
(Increase) decrease in current assets:
Increase (decrease) in accounts payable and accrued expenses	11,579	22,100
Cash flows used by operating activities	(38,035)	(18,375)
Cash flows from investing activities:
Cash used in investing activities	0	0
Cash flows from financing activities:
Procceds from related party borrowings	38,035	18,375
Cash generated by financing activities	38,035	18,375
Change in cash	0	0
Cash - beginning of period	0	0
Cash - end of year	0	0
Non-cash tranactions:
Debt converted to common stock	2,500	0
Fair value of shares issued to acquire future interest in real estate	648,000	0

Note 1. The Company

Note 1. The Company	12 Months Ended
	Dec. 31, 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. The Company's Board of Directors approved the name change from American Biogenetic Sciences, Inc. to USA Equities Corp on May 29, 2015. 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	12 Months Ended
	Dec. 31, 2015
Notes
Note 2. Going Concern	Note 2. Going Concern The accompanying consolidated 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 consolidated financial statements do not include any adjustments that might arise from this uncertainty.

Note 3. Basis of Presentation

Note 3. Basis of Presentation	12 Months Ended
	Dec. 31, 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 audited 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. 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 consolidated 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," 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 December 31, 2015 or 2014. Income Taxes: The Company accounts for income taxes in accordance with ASC #740, "Accounting for Income Taxes," 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 December 31, 2015 and December 31, 2014. The Company has net operating losses of about $1,181,580, 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' Deficit

Note 4. Stockholders' Deficit	12 Months Ended
	Dec. 31, 2015
Notes
Note 4. Stockholders' Deficit	Note 4. Stockholders' Deficit Recent Issuances Common shares issued to acquire future interest in real estate: Common shares issued on conversion of debt:

Note 5. Convertible Notes To Re

Note 5. Convertible Notes To Related Party	12 Months Ended
	Dec. 31, 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 year ended December 31, 2015 in relation to the conversion of the $2,500 in principal amount. As of December 31, 2015 and 2014, this note had $56,714 and $47,781, respectively, in accrued interest. 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. On January 15, 2016, the maturity date of the note was extended to December 31, 2016. As of December 31, 2015 and 2014, this note had $5,069 and $2,529, respectivly, in accrued interest. In accordance Accounting Standard Codification ("ASC #815"), " Accounting for Derivative Instruments and Hedging Activities

Note 6. Related Party Transacti

Note 6. Related Party Transactions	12 Months Ended
	Dec. 31, 2015
Notes
Note 6. Related Party Transactions	Note 6. Related Party Transactions Fair value of services: An entity controlled by the Company's former CEO provided corporate securities compliance services to the Company valued at $17,500 during the year ended December 31, 2014, which was recorded as accrued expenses and is reflected in the statement of operations as general and administrative expenses. $4,000 was outstanding in accounts payable and $13,500 had been paid by the principal shareholder as of December 31, 2014. Due Related Parties:

Note 7. Commitments and Conting

Note 7. Commitments and Contingencies	12 Months Ended
	Dec. 31, 2015
Notes
Note 7. Commitments and Contingencies	Note 7. Commitments and Contingencies There are no pending or threatened legal proceedings as of December 31, 2015. The Company has no non-cancellable operating leases.

Note 8. Subsequent Events

Note 8. Subsequent Events	12 Months Ended
	Dec. 31, 2015
Notes
Note 8. Subsequent Events	Note 8. Subsequent Events On February 1, 2016, the Company and the Seller entered into an Amended Asset Purchase Agreement, a copy of which is filed as Exhibit 10.2 to this Form 10-K, pursuant to which the Company and Seller agreed: (i) to use their best efforts to conclude a new asset purchase agreement by which the Seller shall transfer and assign all right, title and business to a replacement property on or before March 31, 2016, subject to a ninety (90) day extension; and/or (ii) renegotiate the share consideration issued in the July 31, 2015 transaction. On January 15, 2016, the Company and the holder of the convertible promissory note in the amount of $255,681 extended the maturity date to December 31, 2016. The Company evaluated its December 31, 2015 financial statements for subsequent events, through April 14, 2016, the date the financial statements were issued and there were no other subsequent events that will affect the December 31, 2015 financial statements.

Note 3. Basis of Presentation_

Note 3. Basis of Presentation: Cash and Cash Equivalents (Policies)	12 Months Ended
	Dec. 31, 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 Presentation15

Note 3. Basis of Presentation: Fair Value of Financial Instruments (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Fair Value of Financial Instruments:	Fair Value of Financial Instruments: ASC #825, "Disclosures about Fair Value of Financial Instruments,"

Note 3. Basis of Presentation16

Note 3. Basis of Presentation: Earnings Per Share, Policy (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Earnings Per Share, Policy	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 December 31, 2015 or 2014.

Note 3. Basis of Presentation17

Note 3. Basis of Presentation: Income Taxes (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Income Taxes:	Income Taxes: The Company accounts for income taxes in accordance with ASC #740, "Accounting for Income Taxes," 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 December 31, 2015 and December 31, 2014. The Company has net operating losses of about $1,181,580, which begin to expire in 2026.

Note 3. Basis of Presentation18

Note 3. Basis of Presentation: Impact of Recently Issued Accounting Standards (Policies)	12 Months Ended
	Dec. 31, 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.