Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Aug. 22, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | USA EQUITIES CORP. | |
Entity Central Index Key | 856,984 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 3,590,135 | |
Trading Symbol | USAQ | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Assets | ||
Total Assets | $ 0 | $ 0 |
Current Liabilities: | ||
Accounts payable - trade | 10,943 | 10,943 |
Accrued interest expenses | 81,480 | 73,065 |
Advances from and accruals due to related party | 70,444 | 70,339 |
Total current liabilities | 162,867 | 154,347 |
Total long-term liabilities | 329,181 | 329,181 |
Total liabilities | 492,048 | 483,528 |
Stockholders' Deficit: | ||
Preferred stock, 10,000,000 shares authorized, $0.0001 par value; none issued and outstanding | ||
Common stock, 900,000,000 shares authorized, $0.0001 par value; 3,588,740 shares issued and outstanding at September 30, 2017 and December 31, 2016 | 359 | 359 |
Additional paid-in capital | 720,941 | 720,941 |
Accumulated deficit | (1,213,348) | (1,204,828) |
Total stockholders' deficit | (492,048) | (483,528) |
Total liabilities and stockholders' deficit | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 3,588,740 | 3,588,740 |
Common stock, shares outstanding | 3,588,740 | 3,588,740 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Costs and expenses: | ||||
General and administrative | 802 | 105 | 11,672 | |
Interest expense | 2,836 | 2,836 | 8,415 | 8,446 |
Total general and administrative expenses | 2,836 | 3,638 | 8,520 | 20,118 |
Net operating loss | (2,836) | (3,638) | (8,520) | (20,118) |
Income taxes | ||||
Net loss | $ (2,836) | $ (3,638) | $ (8,520) | $ (20,118) |
Basic and diluted per shares amounts: | ||||
Basic and diluted net loss | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding: | ||||
Basic and diluted | 3,588,740 | 3,588,740 | 3,588,740 | 4,388,740 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (8,520) | $ (20,118) |
Changes in net assets and liabilities: | ||
Increase in accounts payable and accrued expenses | 8,415 | 6,483 |
Cash flows used in operating activities | (105) | (13,635) |
Cash flows from financing activities: | ||
Proceeds of related party borrowings | 105 | 13,635 |
Cash provided by financing activities | 105 | 13,635 |
Change in cash | ||
Cash - beginning of period | ||
Cash - end of period | ||
Non-cash transactions: | ||
Debt converted to common stock | ||
Fair value of shares issued to acquire future interest in real estate |
The Company
The Company | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | Note 1. The Company USA Equities Corp. (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 Equity Trust, Inc.) for the purpose of acquiring real estate. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
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, 2016. The accounting policies are described in the “Notes to the Financial Statements” in the 2016 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, 2017 and 2016 are not necessarily indicative of the operating results for the full year or for any other subsequent interim period. Accounting Policies Use of Estimates: Principles of Consolidation Cash and Cash Equivalents: Fair Value of Financial Instruments: “Disclosures about Fair Value of Financial Instruments,” Earnings Per Common Share: Income Taxes: “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 September 30, 2017. The Company has net operating losses of $1,213,348, which begin to expire in 2027. Future utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of NOL and tax credit carry-forwards before full utilization. Impact of recently issued accounting standards There were no new accounting pronouncements that had a significant impact on the Company’s operating results or financial position. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 4. Stockholders’ Deficit 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 Equity Trust, Inc. (the “Buyer”), entered into an Asset Purchase Agreement with an unaffiliated third party, Green US Builders, Inc. (the “Seller”), 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 2015, 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. On February 1, 2016, the Company and the Seller entered into an Asset Purchase Agreement, as Amended, (the “Amendment”), which provided that the Seller had until March 31, 2016 to replace the asset with a property of equal value, unless the Company and the Seller mutually agreed to extend the Amendment. In May 2016, the Company’s Board of Directors determined not to extend the Amendment beyond the March 31, 2016 date and the board of directors of the Company ratified and approved the: (i) termination of the Amendment and the underlying Asset Purchase Agreement; (ii) return to the transfer agent of the certificate evidencing the 2.4 million shares for cancellation; and (iii) cancellation of the common stock subscription receivable, effective at March 31, 2016. |
Convertible Notes to Related Pa
Convertible Notes to Related Party | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
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. On October 2, 2009, we issued a convertible promissory with a current principal amount of $73,500 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 maturity date of the note was extended to December 31, 2018. As of September 30, 2017 and December 31, 2016, this note had accumulated $71,986 and $65,461, 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. On March 30, 2016, the maturity date of the note was extended to December 31, 2018. As of September 30, 2017 and December 31, 2016, this note had accumulated $9,494 and $7,604, respectively, in accrued interest. In accordance Accounting Standard Codification (“ASC #815”), “ Accounting for Derivative Instruments and Hedging Activities |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6. Related Party Transactions Due Related Parties: |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7. Commitments and Contingencies There are no pending or threatened legal proceedings as of September 30, 2017. The Company has no non-cancellable operating leases. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8. Subsequent Events The Company evaluated its September 30, 2017 interim financial statements for subsequent events and throughout August 22, 2018, the date the financial statements were issued. On August 6, 2018, the Company extended the maturity date of both its convertible notes outstanding to December 31, 2018. There were no other subsequent events that will affect the September 30, 2017 interim financial statements. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates: |
Principles of Consolidation | Principles of Consolidation |
Cash and Cash Equivalents | Cash and Cash Equivalents: |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: “Disclosures about Fair Value of Financial Instruments,” |
Earnings Per Common Share | Earnings Per Common Share: |
Income Taxes | Income Taxes: “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 September 30, 2017. The Company has net operating losses of $1,213,348, which begin to expire in 2027. Future utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of NOL and tax credit carry-forwards before full utilization. |
Impact of Recently Issued Accounting Standards | Impact of recently issued accounting standards There were no new accounting pronouncements that had a significant impact on the Company’s operating results or financial position. |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | 9 Months Ended | |||
Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | ||||
Income tax likelihood percentage, description | greater than 50% likelihood of being realized upon ultimate settlement | |||
Net operating losses | $ 1,213,348 | |||
Net operating losses carryforwards, expire date | begin to expire in 2027. |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - Green US Builders, Inc. [Member] - USD ($) | Jul. 31, 2015 | May 31, 2016 |
Asset Purchase Agreement [Member] | ||
Common shares issued to acquire commercial property, shares | 2,400,000 | |
Share issued price, per share | $ 0.27 | |
Value of common shares issued to acquire commercial property | $ 648,000 | |
Amended Asset Purchase Agreement [Member] | ||
Number of common stock, cancelled | 2,400,000 |
Convertible Notes to Related 17
Convertible Notes to Related Party (Details Narrative) - USD ($) | Mar. 30, 2016 | Jul. 31, 2015 | Oct. 02, 2009 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2013 |
Conversion of debt, amount converted | ||||||||
Accrued interest | 81,480 | $ 73,065 | ||||||
Convertible Promissory Note One [Member] | Written Agreement [Member] | Controlling Shareholder [Member] | ||||||||
Debt instrument, principal amount | $ 76,000 | |||||||
Convertible Promissory Note One [Member] | Sole Officer/Director [Member] | ||||||||
Debt instrument, principal amount | $ 76,000 | |||||||
Debt instrument, interest rate | 12.00% | |||||||
Debt instrument, conversion price | $ 0.001 | |||||||
Convertible Promissory Note One [Member] | CFO [Member] | Controlling Shareholder [Member] | ||||||||
Conversion of debt, amount converted | $ 2,500 | |||||||
Loss on conversion of debt | $ 672,500 | |||||||
Convertible Promissory Note One [Member] | CFO [Member] | Controlling Shareholder [Member] | Restricted Stock [Member] | ||||||||
Conversion of debt restricted share of common stock | 2,500,000 | |||||||
Convertible Promissory Note Two [Member] | Sole Officer/Director [Member] | ||||||||
Debt instrument, principal amount | $ 73,500 | |||||||
Debt instrument, interest rate | 12.00% | |||||||
Debt instrument, conversion price | $ 0.001 | |||||||
Debt instrument, maturity date | Dec. 31, 2018 | |||||||
Accrued interest | 71,986 | 65,461 | ||||||
Convertible Promissory Note Three [Member] | Controlling Shareholder [Member] | ||||||||
Debt instrument, principal amount | $ 255,681 | |||||||
Debt instrument, interest rate | 1.00% | |||||||
Debt instrument, conversion price | $ 0.25 | |||||||
Debt instrument, maturity date | Dec. 31, 2018 | |||||||
Accrued interest | $ 9,494 | $ 7,604 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Due to related parties | $ 70,444 | $ 70,339 |
Controlling Shareholder [Member] | ||
Due to related parties | $ 70,444 | $ 70,339 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | Aug. 06, 2018 |
Controlling Shareholder [Member] | |
Debt instrument, maturity date | Dec. 31, 2018 |
Sole Officer/Director [Member] | |
Debt instrument, maturity date | Dec. 31, 2018 |