Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 12, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | USA EQUITIES CORP. | |
Entity Central Index Key | 0000856984 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 3,590,135 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 1,170 | $ 0 |
Prepaid expenses | 4,125 | 1,750 |
Total Assets | 5,295 | 1,750 |
Current Liabilities: | ||
Accounts payable and other current liabilities | 2,176 | 539 |
Accrued interest expenses | 95,568 | |
Advances from and accrued expenses due to related party | 7,000 | 109,977 |
Total current liabilities | 9,176 | 206,084 |
Accrued interest expenses | 89,507 | |
Notes payable | 198,062 | 329,181 |
Total long-term liabilities | 287,569 | 329,181 |
Total liabilities | 296,745 | 535,265 |
Stockholders' Deficit: | ||
Preferred stock, 10,000,000 shares authorized, $0.0001 par value; 1,080,092 shares issued and outstanding at September 30, 2019 and none at December 31, 2018 | 108 | |
Common stock, 900,000,000 shares authorized, $0.0001 par value; 3,590,135 shares issued and outstanding at September 30, 2019 and December 31, 2018 | 359 | 359 |
Additional paid-in capital | 990,856 | 720,941 |
Accumulated deficit | (1,282,773) | (1,254,815) |
Total stockholders' deficit | (291,450) | (533,515) |
Total liabilities and stockholders' deficit | $ 5,295 | $ 1,750 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
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 | 1,080,092 | |
Preferred stock, shares outstanding | 1,080,092 | |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 3,590,135 | 3,590,135 |
Common stock, shares outstanding | 3,590,135 | 3,590,135 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue | ||||
General and administrative expense | 6,387 | 6,590 | 19,564 | 26,266 |
Net operating loss | (6,387) | (6,590) | (19,564) | (26,266) |
Forgiveness of debt | 1,522 | |||
Interest expense | (2,815) | (2,836) | (8,394) | (8,415) |
Net loss | $ (9,202) | $ (9,426) | $ (27,958) | $ (33,159) |
Basic and diluted net loss | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Weighted average shares outstanding: (Basic and diluted) | 3,590,135 | 3,590,135 | 3,590,135 | 3,590,135 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 359 | $ 720,941 | $ (1,216,184) | $ (494,884) | |
Balance shares at Dec. 31, 2017 | 3,588,740 | ||||
Net loss | (2,774) | (2,774) | |||
Balance at Mar. 31, 2018 | $ 359 | 720,941 | (1,218,958) | (497,658) | |
Balance shares at Mar. 31, 2018 | 3,588,740 | ||||
Balance at Dec. 31, 2017 | $ 359 | 720,941 | (1,216,184) | (494,884) | |
Balance shares at Dec. 31, 2017 | 3,588,740 | ||||
Net loss | (33,159) | ||||
Balance at Sep. 30, 2018 | $ 359 | 720,941 | (1,249,343) | (528,042) | |
Balance shares at Sep. 30, 2018 | 3,588,740 | ||||
Balance at Mar. 31, 2018 | $ 359 | 720,941 | (1,218,958) | (497,658) | |
Balance shares at Mar. 31, 2018 | 3,588,740 | ||||
Net loss | (20,959) | (20,959) | |||
Balance at Jun. 30, 2018 | $ 359 | 720,941 | (1,239,917) | (518,617) | |
Balance shares at Jun. 30, 2018 | 3,588,740 | ||||
Net loss | (9,426) | (9,426) | |||
Balance at Sep. 30, 2018 | $ 359 | 720,941 | (1,249,343) | (528,042) | |
Balance shares at Sep. 30, 2018 | 3,588,740 | ||||
Balance at Dec. 31, 2018 | $ 359 | 720,941 | (1,254,815) | (533,515) | |
Balance shares at Dec. 31, 2018 | 3,590,135 | ||||
Net loss | (13,099) | (13,099) | |||
Balance at Mar. 31, 2019 | $ 359 | 720,941 | (1,267,914) | (546,615) | |
Balance shares at Mar. 31, 2019 | 3,590,135 | ||||
Balance at Dec. 31, 2018 | $ 359 | 720,941 | (1,254,815) | (533,515) | |
Balance shares at Dec. 31, 2018 | 3,590,135 | ||||
Net loss | (27,958) | ||||
Balance at Sep. 30, 2019 | $ 359 | $ 108 | 990,856 | (1,282,773) | (291,450) |
Balance shares at Sep. 30, 2019 | 3,590,135 | 1,080,092 | |||
Balance at Mar. 31, 2019 | $ 359 | 720,941 | (1,267,914) | (546,615) | |
Balance shares at Mar. 31, 2019 | 3,590,135 | ||||
Net loss | (5,656) | (5,656) | |||
Balance at Jun. 30, 2019 | $ 359 | 720,941 | (1,273,570) | (552,270) | |
Balance shares at Jun. 30, 2019 | 3,590,135 | ||||
Conversion of Note to Preferred Stock | $ 108 | 269,915 | 270,023 | ||
Conversion of Note to Preferred Stock, shares | 1,080,092 | ||||
Net loss | (9,202) | (9,202) | |||
Balance at Sep. 30, 2019 | $ 359 | $ 108 | $ 990,856 | $ (1,282,773) | $ (291,450) |
Balance shares at Sep. 30, 2019 | 3,590,135 | 1,080,092 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Operating activities | ||||||
Net loss | $ (9,202) | $ (13,099) | $ (9,426) | $ (2,774) | $ (27,958) | $ (33,159) |
Changes in net assets and liabilities: | ||||||
Increase in prepaid expenses | (2,375) | (2,625) | ||||
Increase (decrease) in accounts payable and accrued expenses | 9,917 | (1,127) | ||||
Cash flows from operating activities | (20,415) | (36,911) | ||||
Financing activities: | ||||||
Proceeds of related party borrowings | 21,585 | 36,911 | ||||
Cash from financing activities | 21,585 | 36,911 | ||||
Change in cash | 1,170 | |||||
Cash - beginning of year | ||||||
Cash - end of period | $ 1,170 | 1,170 | ||||
Supplemental noncash investing and financing activity: | ||||||
Conversion of due to related party to long-term debt | 124,562 | |||||
Long-term debt and accrued interest converted to shares of preferred stock | $ 270,023 |
The Company
The Company | 9 Months Ended |
Sep. 30, 2019 | |
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 April 14, 2015, the Company incorporated a wholly-owned subsidiary in Delaware USAQ Corporation (f/k/a USA Equity Trust, Inc.) for the purpose of acquiring real estate. The Company has no present operations and has determined to direct its efforts and limited resources to pursue acquisitions and/or effect a business combination. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2. Going Concern The accompanying condensed 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 condensed 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, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 3. Basis of Presentation The condensed consolidated 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 condensed consolidated 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 consolidated financial statements and the accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2018. The accounting policies are described in the “Notes to the Consolidated Financial Statements” in the 2018 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 consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States. The results of operations for the nine months ended September 30, 2019 and 2018 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: Earnings Per Common Share: Income Taxes: “Accounting for Income Taxes,” The Company has net operating losses of $1,282,773 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. |
Convertible Notes to Related Pa
Convertible Notes to Related Party | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes to Related Party | Note 4. Convertible Notes to Related Party Convertible notes payable at September 30, 2019 and December 31, 2018 consist of the following: September 30, 2019 December 31, 2018 Note 1 payable and accrued interest – Majority shareholder $ 162,908 $ 156,408 Note 2 payable and accrued interest – Majority shareholder - 268,341 Note 3 payable and accrued interest – Majority shareholder 124,661 - Total Convertible notes and accrued interest $ 287,569 $ 424,749 In October, 2009, the Company issued a convertible promissory with a current principal amount of $73,500 to its sole officer/ director and majority shareholder (Note 1). 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. On August 24, 2018, the maturity date of the note was extended to December 31, 2019 and on December 24, 2018, the maturity date of the note was further extended to December 31, 2020. As of September 30, 2019 and December 31, 2018, this note had accumulated $89,408 and $82,908, respectively, in accrued interest. On December 31, 2013, the Company issued a convertible promissory note in the amount of $255,681 to its majority shareholder (Note 2). 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 August 24, 2018, the maturity date of the note was extended to December 31, 2019 and on December 24, 2018, the maturity date of the note was further extended to December 31, 2020. As of December 31, 2018, this note had accumulated $12,660 in accrued interest. Effective September 1, 2019, this note and associated accrued interest was converted into 1,080,092 shares of the Company’s Series A Preferred Stock. Effective September 1, 2019, the Company issued a Convertible Promissory Note in the principal amount of $124,562 to its majority shareholder in consideration for advances previously made to the Company (Note 3). This note bears interest at the rate of 1% per annum and is due and payable on December 30, 2022. The Note is convertible into shares of common stock at a price of $0.25 per share. As of September 30, 2019, this note had accumulated $99 of accrued interest. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Preferred Stock | Note 5. Preferred Stock Issuance of Series A Preferred stock Effective September 1, 2019, the Company issued 1,080,092 shares of Series A Preferred Stock in satisfaction of the promissory note held by its majority shareholder in the initial principal amount of $255,681 together with all interest accrued thereon. Series A Preferred Stock The shares of Series A Preferred Stock have a stated value of $0.25 per share and are initially convertible into shares of common stock at a price of $0.05 per share (subject to adjustment upon the occurrence of certain events). The Series A Preferred Stock does not bear an annual dividend and ranks prior to the common stock upon a liquidation of the Company. The Series A Preferred Stock votes on all matters brought before the shareholders together with the Common stock as a single class and each share of Series A Preferred Stock has a number of votes, initially 5, equal to the number of shares of preferred stock into which it is convertible as of the record date for any vote. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6. Related Party Transactions Due to Related Parties: A convertible promissory note was issued to our majority shareholder in the amount of $124,562 in consideration of cash advances at September 1, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019. The Company has no non-cancellable operating leases. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates: |
Principles of Consolidation | Principles of Consolidation |
Cash and Cash Equivalents | Cash and Cash Equivalents: |
Earnings Per Common Share | Earnings Per Common Share: |
Income Taxes | Income Taxes: “Accounting for Income Taxes,” The Company has net operating losses of $1,282,773 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. |
Convertible Notes to Related _2
Convertible Notes to Related Party (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable at September 30, 2019 and December 31, 2018 consist of the following: September 30, 2019 December 31, 2018 Note 1 payable and accrued interest – Majority shareholder $ 162,908 $ 156,408 Note 2 payable and accrued interest – Majority shareholder - 268,341 Note 3 payable and accrued interest – Majority shareholder 124,661 - Total Convertible notes and accrued interest $ 287,569 $ 424,749 |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 1,170 | $ 0 |
Net operating losses | $ 1,282,773 | |
Net operating losses carryforwards, expire date | begin to expire in 2027 |
Convertible Notes to Related _3
Convertible Notes to Related Party (Details Narrative) - USD ($) | Sep. 02, 2019 | Dec. 24, 2018 | Aug. 24, 2018 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2013 | Oct. 31, 2009 |
Accrued interest | $ 95,568 | ||||||
Convertible Promissory Note One [Member] | Sole Officer/Director and Majority Shareholder [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, 2020 | Dec. 31, 2019 | |||||
Accrued interest | 89,408 | 82,908 | |||||
Convertible Promissory Note Two [Member] | Majority 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, 2020 | Dec. 31, 2019 | |||||
Accrued interest | $ 12,660 | ||||||
Conversion of note to series A preferred stock, shares | 1,080,092 | ||||||
Convertible Promissory Note Three [Member] | Majority Shareholder [Member] | |||||||
Debt instrument, principal amount | $ 124,562 | ||||||
Debt instrument, interest rate | 1.00% | ||||||
Debt instrument, conversion price | $ 0.25 | ||||||
Debt instrument, maturity date | Dec. 30, 2022 | ||||||
Accrued interest | $ 99 |
Convertible Notes to Related _4
Convertible Notes to Related Party - Schedule of Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Total Convertible notes and accrued interest | $ 287,569 | $ 424,749 |
Note 1 Payable and Accrued Interest - Majority Shareholder [Member] | ||
Total Convertible notes and accrued interest | 162,908 | 156,408 |
Note 2 Payable and Accrued Interest - Majority Shareholder [Member] | ||
Total Convertible notes and accrued interest | 268,341 | |
Note 3 Payable and Accrued Interest - Majority Shareholder [Member] | ||
Total Convertible notes and accrued interest | $ 124,661 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | Sep. 02, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Preferred stock stated value | $ 0.0001 | $ 0.0001 | |
Series A Preferred stock [Member] | |||
Conversion of note to series A preferred stock, shares | 1,080,092 | ||
Debt instrument, principal amount | $ 255,681 | ||
Preferred stock stated value | 0.25 | ||
Debt instrument, conversion price | $ 0.05 | ||
Preferred stock voting rights description | The Series A Preferred Stock votes on all matters brought before the shareholders together with the Common stock as a single class and each share of Series A Preferred Stock has a number of votes, initially 5, equal to the number of shares of preferred stock into which it is convertible as of the record date for any vote. |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Sep. 30, 2019 | Sep. 02, 2019 | Dec. 31, 2018 |
Due to related parties | $ 7,000 | $ 109,977 | |
Convertible promissory note | $ 287,569 | $ 424,749 | |
Majority Shareholder [Member] | |||
Convertible promissory note | $ 124,562 |