QHSLab (USAQ) 10-Q 14 May 20 2020 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	May 14, 2020
Document And Entity Information
Entity Registrant Name	USA EQUITIES CORP.
Entity Central Index Key	0000856984
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		6,012,735
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Current Assets:
Cash and cash equivalents	$ 54	$ 23,590
Prepaid expenses	1,375	2,750
Total Assets	1,429	26,340
Current Liabilities:
Accounts payable and other current liabilities	31,173	20,942
Advances from and accrued expenses due to related party	18,544
Convertible Note payable, related party	55,000
Total current liabilities	104,717	20,942
Accrued interest expenses	96,780	93,501
Convertible Notes payable, related party	307,987	341,688
Total long-term liabilities	404,767	435,189
Total liabilities	509,484	456,131
Stockholders' Deficit:
Preferred stock, 10,000,000 shares authorized, $0.0001 par value; 1,080,092 shares issued and outstanding at March 31, 2020 and December 31, 2019	108	108
Common stock, 900,000,000 shares authorized, $0.0001 par value; 5,762,735 shares issued and outstanding at March 31, 2020 and December 31, 2019	576	576
Additional paid-in capital	991,011	990,856
Accumulated deficit	(1,499,750)	(1,421,331)
Total stockholders' deficit	(508,055)	(429,791)
Total liabilities and stockholders' deficit	$ 1,429	$ 26,340

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
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	1,080,092
Preferred stock, shares outstanding	1,080,092	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	5,762,735	5,762,735
Common stock, shares outstanding	5,762,735	5,762,735

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Revenue
Operating Expenses:
General and administrative	23,134	10,436
Research and development	27,587	28,550
Loss on extinguishment of debt	21,299
Total Operating Expenses	72,020	38,986
Net operating loss	(72,020)	(38,986)
Interest expense	6,399	2,774
Income taxes
Net loss	$ (78,419)	$ (41,760)
Basic and diluted net loss per share	$ (0.01)	$ (0.01)
Weighted average shares outstanding (basic and diluted)	5,762,735	4,322,472

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, 2018	$ 359		$ 720,941	$ (1,254,815)	$ (533,515)
Balance shares at Dec. 31, 2018	3,590,135
Medical Practice Income transaction between entities under common control	$ 217				217
Medical Practice Income transaction between entities under common control, shares	2,172,600
Net loss				(41,760)	(41,760)
Balance at Mar. 31, 2019	$ 576		720,941	(1,296,575)	(575,058)
Balance shares at Mar. 31, 2019	5,762,735
Balance at Dec. 31, 2019	$ 576	$ 108	990,856	(1,421,331)	(429,791)
Balance shares at Dec. 31, 2019	5,762,735	1,080,092
Stock-based compensation expense			155		155
Net loss				(78,419)	(78,419)
Balance at Mar. 31, 2020	$ 576	$ 108	$ 991,011	$ (1,499,750)	$ (508,055)
Balance shares at Mar. 31, 2020	5,762,735	1,080,092

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Operating activities
Net loss	$ (78,419)	$ (41,760)
Stock-based compensation	155
Loss on extinguishment of debt	21,299
Changes in net assets and liabilities:
Increase in accrued interest	6,294	2,774
Decrease in prepaid expenses	1,375	875
Increase in accounts payable and accrued expenses	7,216	5,311
Cash flows from operating activities	(42,080)	(32,800)
Financing activities:
Proceeds of related party borrowings	18,544	32,800
Cash from financing activities	18,544	32,800
Change in cash	(23,536)
Cash - beginning of year	23,590
Cash - end of period	$ 54

The Company

The Company	3 Months Ended
	Mar. 31, 2020
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. On December 20, 2019 the Company entered into and consummated a share exchange with the former stockholders of Medical Practice Income, Inc. (“MPI”) pursuant to a share exchange agreement (the “Exchange Agreement”) by which the Company issued 2,172,600 shares of common stock, $.0001 par value (the “common stock”) to the former stockholders of MPI in exchange for all of the then issued and outstanding shares of common stock of MPI (the “Share Exchange”). MPI, based in West Palm Beach, Florida, is focused on value-based healthcare, informatics and algorithmic personalized medicine including digital therapeutics, behavior based remote patient monitoring, chronic care and preventive medicine. Prior to the transaction with MPI, the owner of a majority of the outstanding Class A voting shares of MPI, owned approximately 91% of our then outstanding shares. Consequently, the transaction with MPI was accounted for as a change in reporting entity between entities under common control, whereby a change in reporting entity requires retrospective combination of the entities for all periods as if the combination had been in effect since inception of common control in accordance with ASC 250-10-45-21. As a result of the Share Exchange, MPI became our wholly-owned-subsidiary.

Going Concern

Going Concern	3 Months Ended
	Mar. 31, 2020
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 since inception, has negative operational cash flows and has no revenues. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. However access to such funding may not be available on commercially reasonable terms, if at all. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern arise from this uncertainty.

Basis of Presentation

Basis of Presentation	3 Months Ended
	Mar. 31, 2020
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, 2019. The accounting policies are described in the “Notes to the Consolidated Financial Statements” in the 2019 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 three months ended March 31, 2020 and 2019 are not necessarily indicative of the operating results for the full year or for any other subsequent interim period. Risks Related to COVID-19 Pandemic The COVID-19 pandemic is affecting the United States and global economies and may affect the Company’s operations and those of third parties on which the Company relies. While the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, the impact of the COVID-19 pandemic could negatively impact the Company’s short-term and long-term liquidity. The ultimate impact of the COVID-19 pandemic is highly uncertain and the Company does not yet know the full extent of potential impacts on its business, financing or global economy as a whole. However, these effects could have a material impact on the Company’s liquidity, capital resources and operations. Accounting Policies Use of Estimates: Principles of Consolidation Cash and Cash Equivalents: Revenue Recognition: Research and Development: Earnings Per Common Share: Income Taxes: “Accounting for Income Taxes,” The Company has net operating losses of $1,499,750 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	3 Months Ended
	Mar. 31, 2020
Debt Disclosure [Abstract]
Convertible Notes to Related Party	Note 4. Convertible Notes to Related Party Convertible notes payable at March 31, 2020 and December 31, 2019 consist of the following: March 31, 2020 December 31, 2019 Note 1, accrued interest and premium – Majority shareholder $ 188,580 $ 165,107 Note 2 and accrued interest – Majority shareholder 125,279 124,972 Note 3 and accrued interest – Shareholder 58,015 56,387 Note 4 and accrued interest – Majority shareholder 90,908 88,723 Total Convertible notes payable and accrued interest $ 462,782 $ 435,189 Note 1 – In October, 2009, the Company issued a convertible promissory with a principal amount of $73,500 to its 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 February 27, 2020, the note was modified to extend the maturity date to March 31, 2023 and increase the conversion price to $0.10 per share. In accordance with ASC 470-50-40, the modification was accounted for as an extinguishment with a loss on the extinguishment of debt and an offsetting premium on the new note recorded during the quarter ended March 31, 2020. As of March 31, 2020 and December 31, 2019, this note had accumulated $93,781 and $91,607, respectively, in accrued interest. Note 2 – 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 2). 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 March 31, 2020 and December 31, 2019, this note had accumulated $717 and $410, respectively of accrued interest. Note 3 – Effective September 12, 2019, the Company issued a Convertible Promissory Note in the principal amount of $55,000 to a shareholder (Note 3). This Note bears interest at the rate of 12% per annum and principal plus any accrued but unpaid interest is due and payable on January 1, 2021. The Note is convertible at the option of the holder into shares of common stock at a price of $0.25 per share. As of March 31, 2020 and December 31, 2019, this note had accumulated $3,015 and $1,387, respectively of accrued interest. As of March 31, 2020 the Note and associated accrued interest are included in current liabilities. Note 4 – Effective December 27, 2019, the Company issued a Convertible Promissory Note in the principal amount of $88,626 to its majority shareholder in consideration for advances previously made to the Company (Note 4). This note bears interest at the rate of 10% per annum and is due and payable on December 30, 2022. The Note is convertible into shares of common stock at a price of $0.55 per share. As of March 31, 2020 and December 31, 2019 this note had accumulated $2,282 and $97, respectively of accrued interest.

Preferred Stock

Preferred Stock	3 Months Ended
	Mar. 31, 2020
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 a convertible 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 accrue dividends 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.

Stock-based Compensation

Stock-based Compensation	3 Months Ended
	Mar. 31, 2020
Share-based Payment Arrangement [Abstract]
Stock-based Compensation	Note 6. Stock-based Compensation During the three months ended March 31, 2020, there was $155 in stock-based compensation included in Research and development expense. There was no stock-based compensation during the three months ended March 31, 2019. During the three months ended March 31, 2020 there were 500,000 options granted to certain scientific advisors (“Advisors”) with a weighted-average exercise price of $0.40. The options vest in equal annual installments over three years beginning in July 2020 and expire five years after grant date. There were no options exercised, forfeited or cancelled during the period. There were no options outstanding as of December 31, 2019. As of March 31, 2020, there was $8,345 of unrecognized compensation related to the 500,000 of unvested options which is expected to be recognized over a weighted-average period 2.3 years. The options are being expensed over the vesting period for each Advisor. The weighted-average grant date fair value for options granted during the three months ended March 31, 2020 was $0.02. The fair value of all options granted is determined using the Black-Scholes option-pricing model. The following weighted-average assumptions were used: Three Months Ended Three Months Ended Risk-free interest rate 0.60 % - Expected life of the options 3.5 years - Expected volatility of the underlying stock 69.1 % - Expected dividend rate 0 % - The risk-free interest rates is derived from the U.S. Treasury yield curve in effect on the date of grant for instruments with a remaining term similar to the expected term of the options. The expected life of the options is based on the option term. Due to the Company’s limited historical data, the expected volatility is calculated based upon the historical volatility of comparable companies whose share prices are publicly available for a sufficient period of time. The dividend rate is based on the Company never paying or having the intent to pay any cash dividends.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 7. Related Party Transactions Due Related Parties: Convertible note payable, related party: Consulting agreement

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 8. Commitments and Contingencies There are no pending or threatened legal proceedings as of March 31, 2020. The Company has no non-cancellable operating leases.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 9. Subsequent Events We have evaluated subsequent events and, except for the transactions described below, there were no other events relative to the financial statements that require additional disclosure. On April 22, 2020, The Company entered into a Consulting Agreement (the “Agreement”) with a Management Consultant (“Consultant”), pursuant to which Consultant will provide business, intellectual property and Food and Drug Administration (FDA) regulatory consulting services to the Company for consideration of a onetime stock payment of 250,000 shares of common stock of the Company (the “Share Payment”). The term of the Agreement is twelve months.

Basis of Presentation (Policies

Basis of Presentation (Policies)	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates:
Principles of Consolidation	Principles of Consolidation
Cash and Cash Equivalents	Cash and Cash Equivalents:
Revenue Recognition	Revenue Recognition:
Research and Development	Research and Development:
Earnings Per Common Share	Earnings Per Common Share:
Income Taxes	Income Taxes: “Accounting for Income Taxes,” The Company has net operating losses of $1,499,750 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)	3 Months Ended
	Mar. 31, 2020
Debt Disclosure [Abstract]
Schedule of Convertible Notes Payable	Convertible notes payable at March 31, 2020 and December 31, 2019 consist of the following: March 31, 2020 December 31, 2019 Note 1, accrued interest and premium – Majority shareholder $ 188,580 $ 165,107 Note 2 and accrued interest – Majority shareholder 125,279 124,972 Note 3 and accrued interest – Shareholder 58,015 56,387 Note 4 and accrued interest – Majority shareholder 90,908 88,723 Total Convertible notes payable and accrued interest $ 462,782 $ 435,189

Stock-based Compensation (Table

Stock-based Compensation (Tables)	3 Months Ended
	Mar. 31, 2020
Share-based Payment Arrangement [Abstract]
Schedule of Fair Value of Option Grant of Weighted-average Assumptions	The fair value of all options granted is determined using the Black-Scholes option-pricing model. The following weighted-average assumptions were used: Three Months Ended Three Months Ended Risk-free interest rate 0.60 % - Expected life of the options 3.5 years - Expected volatility of the underlying stock 69.1 % - Expected dividend rate 0 % -

The Company (Details Narrative)

The Company (Details Narrative) - $ / shares	Dec. 20, 2019	Mar. 31, 2020	Dec. 31, 2019
Common stock, par value		$ 0.0001	$ 0.0001
Medical Practice Income, Inc. [Member] | Exchange Agreement [Member]
Shares issued during period, for share exchange	2,172,600
Common stock, par value	$ 0.0001
Equity ownership, percentage	91.00%

Basis of Presentation (Details

Basis of Presentation (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Accounting Policies [Abstract]
Research and development expenses	$ 27,587	$ 28,550
Common stock equivalent shares of weighted average shares outstanding dilutive
Net operating losses	$ 1,499,750
Net operating losses carryforwards, expire date	Begin to expire in 2027

Convertible Notes to Related _3

Convertible Notes to Related Party (Details Narrative) - USD ($)	Feb. 27, 2020	Dec. 27, 2019	Sep. 12, 2019	Sep. 02, 2019	Mar. 31, 2020	Dec. 31, 2019	Oct. 31, 2009
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	Mar. 31, 2023
Accrued interest					$ 93,781	$ 91,607
Convertible Promissory Note One [Member] | Sole Officer/Director and Majority Shareholder [Member] | Maximum [Member]
Debt instrument, conversion price							$ 0.10
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					717	410
Convertible Promissory Note Four [Member] | Shareholder [Member]
Debt instrument, principal amount			$ 55,000
Debt instrument, interest rate			12.00%
Debt instrument, conversion price			$ 0.25
Debt instrument, maturity date			Jan. 1, 2021
Accrued interest					3,015	1,387
Convertible Promissory Note Five [Member] | Majority Shareholder [Member]
Debt instrument, principal amount		$ 88,626
Debt instrument, interest rate		10.00%
Debt instrument, conversion price		$ 0.55
Debt instrument, maturity date		Dec. 30, 2022
Accrued interest					$ 2,282	$ 97

Convertible Notes to Related _4

Convertible Notes to Related Party - Schedule of Convertible Notes Payable (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Total Convertible notes payable and accrued interest	$ 462,782	$ 435,189
Note 1 Accrued Interest and Premium - Majority Shareholder [Member]
Total Convertible notes payable and accrued interest	188,580	165,107
Note 2 and Accrued Interest - Majority Shareholder [Member]
Total Convertible notes payable and accrued interest	125,279	124,972
Note 3 and Accrued Interest - Shareholder [Member]
Total Convertible notes payable and accrued interest	58,015	56,387
Note 4 and Accrued Interest - Majority Shareholder [Member]
Total Convertible notes payable and accrued interest	$ 90,908	$ 88,723

Preferred Stock (Details Narrat

Preferred Stock (Details Narrative) - USD ($)	Sep. 02, 2019	Mar. 31, 2020	Dec. 31, 2019
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.

Stock-based Compensation (Detai

Stock-based Compensation (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Stock-based compensation included in research and development expense	$ 155
Weighted-average exercise price	$ 0.05
Unrecognized compensation related to unvested options	$ 8,345
Unrecognized compensation related to unvested options, shares	500,000
Recognized weighted-average period	2 years 3 months 19 days
Scientific Advisors [Member]
Number of options granted	500,000
Weighted-average exercise price	$ 0.40
Number of options exercised
Number of options forfeited/cancelled
Number of options outstanding

Stock-based Compensation - Sche

Stock-based Compensation - Schedule of Fair Value of Option Grant of Weighted-average Assumptions (Details)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Share-based Payment Arrangement [Abstract]
Risk-free interest rate	0.60%	0.00%
Expected life of the options	3 years 6 months	0 years
Expected volatility of the underlying stock	69.10%	0.00%
Expected dividend rate	0.00%	0.00%

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Due to related parties	$ 18,544
Consulting Agreement [Member]
Additional shares were granted	375,000
Consulting Agreement [Member] | Common Stock [Member]
Issuance of common stock for consulting services		300,000
Additional shares were granted		75,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member] - Consulting Agreement [Member] - Consultant [Member] - Share Payment [Member]	Apr. 22, 2020shares
Number of common stock in consideration	250,000
Agreement term	12 months