UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019March 31, 2020

Commission file number 0-19041

USA EQUITIES CORP.

(Exact Name Of Registrant As Specified In Its Charter)

Registrant’s Telephone Number, Including Area Code: (929) 379-6503

Securities Registered Pursuant to Section 12(g) of The Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

On November 12, 2019, the Registrant had 3,590,135 shares of common stock outstanding.

Indicate by check mark whether the registrant is a shell company (as defined inhas submitted electronically every Interactive Data File required to be submitted pursuant to Rule 12b-2405 of Regulation S-T (§232.405 of this chapter) during the Exchange Act)preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, (as definedor an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act).Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

On May 14, 2020, the Registrant had 6,012,735 shares of common stock outstanding.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (unaudited)

USA Equities Corp.

Condensed Consolidated Balance Sheets

See accompanying notes to the unaudited condensed consolidated financial statements.

USA Equities Corp.

Condensed Consolidated Statements of Operations

See accompanying notes to the unaudited condensed consolidated financial statements.

USA Equities Corp.

Condensed Consolidated Statements of Stockholders’ Deficit

(Unaudited)

See accompanying notes to the unaudited condensed consolidated financial statements.

USA Equities Corp.

Condensed Consolidated Statements of Cash Flows

See accompanying notes to the unaudited condensed consolidated financial statements.

USA Equities Corp.

Notes to the Condensed Consolidated Financial Statements

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 ceasing its operationsthe 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 2002,reporting entity between entities under common control, whereby a change in reporting entity requires retrospective combination of the Company was engagedentities 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 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.Share Exchange, MPI became our wholly-owned-subsidiary.

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 since inception, 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. 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 condensed consolidated 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.

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, 2018.2019. The accounting policies are described in the “Notes to the Consolidated Financial Statements” in the 20182019 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 ninethree months ended September 30,March 31, 2020 and 2019 and 2018 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: The preparation of the condensed consolidated 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 condensed 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 condensed consolidated financial statements include the accounts of USA Equities Corp and its wholly owned subsidiarysubsidiaries USAQ Corporation, (f/k/a USA Equity Trust, Inc.)., and Medical Practice Income, 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. As of September 30, 2019

Revenue Recognition:The Company is in the development stage and December 31, 2018,has yet to realize revenues from operations. Once the Company had $1,170begins to generate revenues, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and $0conditions, and collection of cash and cash equivalents, respectively.any related receivable is probable.

Research and Development: Research and development expense is primarily related to developing and improving methods related to the Company’s Software as a Medical Device (SaMD) platform. Research and development expenses are expensed when incurred. For the three months ended March 31, 2020 and 2019, there were $27,587 and $28,550 of research and development expenses incurred, respectively.

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, 2019March 31, 2020 and 2018.2019.

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.

The Company has net operating losses of $1,282,773$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.

Note 4. Convertible Notes to Related Party

Convertible notes payable at September 30, 2019March 31, 2020 and December 31, 20182019 consist of the following:

Note 1 – 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,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 was extended to December 31, 2019 and on December 24, 2018,recorded during the maturity date of the note was further extended to Decemberquarter ended March 31, 2020. As of September 30, 2019March 31, 2020 and December 31, 2018,2019, this note had accumulated $89,408$93,781 and $82,908,$91,607, 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.

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 3)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 September 30,March 31, 2020 and December 31, 2019, this note had accumulated $99$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.

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 thea 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 bear an annual dividendaccrue 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.

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:

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.

Note 6.7. Related Party Transactions

Due to Related Parties:Amounts due to related parties consist of cash advances received from our majority shareholder, which totaled $7,000$18,544 at September 30, 2019March 31, 2020 and $109,977$0 at December 31, 2018,2019, and bear no interest and are due on demand.

A convertible promissoryConvertible note was issuedpayable, related party:See Note 4.

Consulting agreement– During the year ended December 31, 2019, the Company entered into a consulting agreement with the shareholder referenced in relation to our majority shareholderConvertible Promissory Note 3 in Footnote 4. The terms of the amountagreement provide that in exchange for certain consulting services the consultant received 300,000 shares of $124,562 in considerationCommon Stock immediately upon execution of cash advances at September 1, 2019.the agreement. Further the agreement provides for the granting of 75,000 additional shares annually beginning on the effective date of the agreement. As of March 31, 2020 and December 31, 2019, 375,000 shares had been granted under the terms of the agreement.

Note 7.8. Commitments and Contingencies

There are no pending or threatened legal proceedings as of September 30, 2019.March 31, 2020. The Company has no non-cancellable operating leases.

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.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLANRESULTS OF OPERATIONOPERATIONS.

Some of the statements contained in this quarterly report of USA Equities Corp., a Delaware corporation discuss future expectations, contain projections of our plan of operation or financial condition or state other forward-looking information. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions.

Overview

USA Equities Corp.,On December 20, 2019 we consummated a Delaware corporation, togethershare exchange with its whollythe former stockholders of Medical Practice Income, Inc. (“MPI”) pursuant which we issued 2,172,600 shares of our common stock in exchange for all of the then issued and outstanding shares of common stock of MPI. As a result of this transaction, we are now 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 of MPI, Troy Grogan, the owner of a majority of the outstanding Class A voting shares of MPI, owned subsidiary, USAQ Corporation (f/k/approximately 91% of our then outstanding shares. Consequently, the transaction with MPI was accounted for as a USA Equity Trust, Inc.) is sometimes referredchange 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. Except where the context requires otherwise, references herein to herein as “we”, “us”, “our”, “Company” and the “Registrant”. The Company’s Board of Directors approved the name change from American Biogenetic Sciences, Inc.“Company” are reference to USA Equities, Corp on May 29, 2015.Inc. and its wholly-owned subsidiaries, inclusive of MPI.

On September 19, 2002,Recent Market Conditions

During March 2020, a global pandemic was declared by the Registrant filedWorld Health Organization related to the rapidly growing outbreak of a petition undernovel strain of coronavirus (“COVID-19”). The pandemic has significantly impacted the U.S. Bankruptcy Codeeconomic conditions in the U.S. Bankruptcy Court for the Eastern District of New York. On November 4, 2005, the Bankruptcy Court approved an order authorizing a changeUnited States, with accelerated effects in controlFebruary and provided that the Company, subsequentMarch, as federal, state and local governments react to the bankruptcy proceeding, is free and clear of all liens, claims and other obligations.public health crisis, creating significant uncertainties in the United States economy.

The Company’s principalultimate impact of the COVID-19 pandemic is highly uncertain and we do not yet know the full extent of potential impacts on our business, objective is to seekfinancing or global economy as a business combination with an operating company. We intend to use the Company’s limited personnelwhole. However, these effects could have a material impact on our liquidity, capital resources and financial resources in connection with such activities. The Company will utilize its capital stock, debt or a combination of capital stock and debt, in effecting a business combination. It may be expected that entering into a business combination will involve the issuance of restricted shares of capital stock.operations.

Results of Operations during the three month ended September 30, 2019March 31, 2020 as compared to the three months ended September 30, 2018March 31, 2019

We have not generated any revenues during the periods ended September 30, 2019March 31, 2020 and 2018.2019. We have operating expenses related toconsisting of research and development and general and administrative expenses related to being a public company andas well as interest expenses. We incurred $9,202$78,419 in net loss due to expenses consisting of general and administrative expenses of $6,387$23,134, research and development of $27,587, loss on extinguishment of debt of $21,299 and interest expenseexpenses of $2,815$6,399 during the three months ended September 30, 2019March 31, 2020 as compared to $9,426 in net loss due to general and administrative expenses of $6,590 and interest expense of $2,836 during the three months ended September 30, 2018.

Results of Operations during the nine month ended September 30, 2019 as compared to the nine months ended September 30, 2018

We have not generated any revenues during the nine-month periods ended September 30, 2019 and 2018. We have operating expenses related to general and administrative expenses being a public company and interest expenses. We incurred $27,958$41,760 in net loss due to expenses consisting of general and administrative expenses of $19,564$10,436, research and development of $28,550 and interest expenseexpenses of $8,394$2,774 during the ninethree months ended September 30, 2019 as compared to a net loss of $33,159 due to expenses consisting of general and administrative expenses of $26,266 and interest expense of $8,415 partially offset by forgiveness of debt of $1,522 during the nine months ended September 30, 2018.March 31, 2019.

Liquidity and Capital Resources

On March 31, 20120, we had $1,429 of total assets consisting of $1,375 related to the balance of the prepayment of an annual services contract and $54 of cash. We will use our limited personnelhad total current liabilities of $104,717 consisting of $31,173 in accounts payable and financial resourcesaccrued expenses, $18,544 in connectionadvances from and accruals due to related party and $55,000 in a convertible note payable. The long-term liabilities balance of $404,767 consisted of three convertible notes totaling $286,688 along with seeking new business opportunities, including seeking an acquisition or merger with an operating company. It may be expected that entering into a new business opportunity or business combination will involve the issuanceassociated accrued interest of a substantial number$96,780 and premium of restricted shares$21,299. As of common stock. If such additional restricted sharesMarch 31, 2020, we had total liabilities of common stock are issued, our shareholders will experience a dilution in their ownership interest in the Registrant. If a substantial number of restricted shares are issued in connection with a business combination, a change in control may be expected to occur.$509,484.

On September 30,December 31, 2019, we had $5,295$26,340 of total assets related toconsisting of $23,590 of cash and $2,750 being the cash balance andof the prepayment of annual services contracts. We had total current liabilities of $9,176$20,942 consisting of $2,176 in accounts payable and $7,000 in advances from and accruals due to related party. The long term liabilities of $287,569 consisted of two convertible notes totaling $198,062 and accrued interest expenses of $89,507. As of September 30, 2019, we had total liabilities of $296,745.

On December 31, 2018, we had $1,750 of total assets related to the balance of the prepayment of an annual services contract. We had total current liabilities of $206,084 consisting of $95,568 of accrued interest expenses, $539entirely of accounts payable and accrued expenses and $109,977 in advances from and accruals due to related party.expenses. The long termlong-term liabilities balance of $435,189 consisted of twofour convertible notes totaling $329,181.$341,688 along with the associated accrued interest of $93,501. As of December 31, 2018,2019, we had $535,265$456,131 in total liabilities.

We financed our negative cash flows from operations of $20,415 during the nine monthsthree-month periods ended September 30,March 31, 2020 and 2019, which was due to a net loss of $27,958 combined with an increase in prepaid expenses of $2,375 partially offset by an increase in accounts payable and accrued expenses of $9,917, through related party borrowings.

We financedIn order to fund our negative cash flows from operations of $36,911 during the nine months ended September 30, 2018, which was dueefforts to a net loss of $33,159 combined with an increase in prepaid expenses of $2,625market our QHSLab and a decrease in account payable and accrued interest and expenses of $1,127.

In connection with our potential new business,other automated cloud-based SaMD we may develop or acquire, we may determine to seek to raise funds from the sale of restricted stock or debt securities. We have no agreements to issue any debt or equity securities and cannot predict whether equity or debt financing will become available at terms acceptable to us, if at all.

Our limited resources may make it difficult to borrow funds or raise capital. To the extent that debt financing ultimately proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest, including debt of an acquired business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKRISK.

We have not entered into, and do not expect to enter into, financial instruments for trading or hedging purposes.Not required.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures.

As of September 30, 2019,March 31, 2020, the Company’s chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation of these controls and procedures as provided under the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013), our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report. Management has identified corrective actions for the weakness and will periodically reevaluate the need to add personnel and implement improved review procedures during fiscal year 2019.2020.

Changes in internal controls.

During the quarterly period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGSPROCEEDINGS.

None.

ITEM 1A. RISK FACTORSFACTORS.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1. Description of Business, subheading Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018,2019, which could materially affect our business, financial condition or future results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSPROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIESSECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSUREDISCLOSURES.

Not applicable.Note Applicable.

ITEM 5. OTHER INFORMATIONINFORMATION.

None.

ITEM 6. EXHIBITSEXHIBITS.

(a) The following documents are filed as exhibits to this report on Form 10-Q or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.