Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 21, 2020 | Jun. 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | USA EQUITIES CORP. | ||
Entity Central Index Key | 0000856984 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
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 Public Float | $ 82,534 | ||
Entity Common Stock, Shares Outstanding | 5,762,735 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 23,590 | $ 0 |
Prepaid expenses | 2,750 | 1,750 |
Total Assets | 26,340 | 1,750 |
Current Liabilities: | ||
Accounts payable and other current liabilities | 20,942 | 539 |
Accrued interest expenses | 95,568 | |
Advances from and accrued expenses due to related party | 109,977 | |
Total current liabilities | 20,942 | 206,084 |
Accrued interest expenses | 93,501 | |
Convertible Notes payable, related party | 341,688 | 329,181 |
Total long-term liabilities | 435,189 | 329,181 |
Total liabilities | 456,131 | 535,265 |
Stockholders' Deficit: | ||
Preferred stock, 10,000,000 shares authorized, $0.0001 par value; 1,080,092 shares issued and outstanding at December 31, 2019 and none at December 31, 2018 | 108 | |
Common stock, 900,000,000 shares authorized, $0.0001 par value; 5,762,735 shares issued and outstanding at December 31, 2019 and 3,590,135 shares issued and outstanding at December 31, 2018 | 576 | 359 |
Additional paid-in capital | 990,856 | 720,941 |
Accumulated deficit | (1,421,331) | (1,254,815) |
Total stockholders' deficit | (429,791) | (533,515) |
Total liabilities and stockholders' deficit | $ 26,340 | $ 1,750 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 5,762,735 | 3,590,135 |
Common stock, shares outstanding | 5,762,735 | 3,590,135 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating Expenses: | ||
General and administrative | 53,870 | 27,379 |
Research and development | 100,230 | |
Total Operating Expenses | 154,100 | 27,379 |
Net operating loss | (154,100) | (27,379) |
Interest expense | 12,416 | 11,252 |
Income taxes | ||
Net loss | $ (166,516) | $ (38,631) |
Basic and diluted net loss per share | $ (0.03) | $ 0 |
Weighted average shares outstanding (basic and diluted) | 5,410,583 | 3,590,135 |
Statement of Stockholders' Defi
Statement of Stockholders' Deficit - 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 | ||||
Stock adjustment, shares | 1,395 | ||||
Net loss | (38,631) | (38,631) | |||
Balance at Dec. 31, 2018 | $ 359 | 720,941 | (1,254,815) | (533,515) | |
Balance shares at Dec. 31, 2018 | 3,590,135 | ||||
Conversion of Note payable to Preferred Stock | $ 108 | 269,915 | 270,023 | ||
Conversion of Note payable to Preferred Stock, shares | 1,080,092 | ||||
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 | (166,516) | (166,516) | |||
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 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities | ||
Net loss | $ (166,516) | $ (38,631) |
Changes in net assets and liabilities: | ||
Increase in accrued interest | 12,274 | 11,252 |
Increase in prepaid expenses | (1,000) | (1,750) |
Increase (decrease) in accounts payable and accrued expenses | 20,404 | (10,404) |
Cash flows from operating activities | (134,838) | (39,533) |
Financing activities: | ||
Proceeds of related party borrowings | 103,211 | 39,533 |
Proceeds from sales of common stock | 217 | |
Issuance of convertible note payable, related party | 55,000 | |
Cash from financing activities | 158,428 | 39,533 |
Change in cash | 23,590 | |
Cash - beginning of year | ||
Cash - end of period | 23,590 | |
Supplemental noncash investing and financing activity: | ||
Conversion of due to related party to long-term debt | 213,188 | |
Long-term debt and accrued interest converted to shares of preferred stock | $ 270,023 |
The Company
The Company | 12 Months Ended |
Dec. 31, 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. 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 |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2019 | |
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 | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 3. Basis of Presentation The Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). In the opinion of management, the accompanying audited 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. Accounting Policies Use of Estimates: Principles of Consolidation Cash and Cash Equivalents: Revenue Recognition: Research and Development: $0 of , respectively Earnings Per Common Share: Income Taxes: “Accounting for Income Taxes,” The Company has net operating losses of $1,421,331 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. 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 Payable, Rela
Convertible Notes Payable, Related Party | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable, Related Party | Note 4. Convertible Notes Payable, Related Party Convertible notes payable at December 31, 2019 and 2018 consist of the following: December 31, 2019 December 31, 2018 Note 1 and accrued interest – Majority shareholder $ 165,107 $ 156,408 Note 2 and accrued interest – Majority shareholder - 268,341 Note 3 and accrued interest – Majority shareholder 124,972 - Note 4 and accrued interest – Shareholder 56,387 - Note 5 and accrued interest – Majority shareholder 88,723 - Total Convertible notes payable and accrued interest $ 435,189 $ 424,749 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 December 27, 2019, the maturity date of the note was extended to December 30, 2022. As of December 31, 2019 and December 31, 2018, this note had accumulated $91,607 and $82,908, respectively, in accrued interest. Note 2 – 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 3 – 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 December 31, 2019, this note had accumulated $410 of accrued interest. Note 4 – Effective September 12, 2019, the Company issued a Convertible Promissory Note in the principal amount of $55,000 to a shareholder (Note 4). 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 December 31, 2019, this note had accumulated $1,387 of accrued interest. Note 5 – 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 5). 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 December 31, 2019, this note had accumulated $97 of accrued interest. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 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 Note 2 in Note 4 to the financial statement 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6. Related Party Transactions Due to Related Parties: Convertible note payable, related party: Consulting agreement |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7. Commitments and Contingencies There are no pending or threatened legal proceedings as of December 31, 2019. The Company has no non-cancellable operating leases. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
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: $0 of , respectively |
Earnings Per Common Share | Earnings Per Common Share: |
Income Taxes | Income Taxes: “Accounting for Income Taxes,” The Company has net operating losses of $1,421,331 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. 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 Payable, Re_2
Convertible Notes Payable, Related Party (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable at December 31, 2019 and 2018 consist of the following: December 31, 2019 December 31, 2018 Note 1 and accrued interest – Majority shareholder $ 165,107 $ 156,408 Note 2 and accrued interest – Majority shareholder - 268,341 Note 3 and accrued interest – Majority shareholder 124,972 - Note 4 and accrued interest – Shareholder 56,387 - Note 5 and accrued interest – Majority shareholder 88,723 - Total Convertible notes payable and accrued interest $ 435,189 $ 424,749 |
The Company (Details Narrative)
The Company (Details Narrative) - $ / shares | Dec. 20, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
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 ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Research and development expenses | $ 100,230 | |
Net operating losses | $ 1,421,331 | |
Net operating losses carryforwards, expire date | Begin to expire in 2027 |
Convertible Notes Payable, Re_3
Convertible Notes Payable, Related Party (Details Narrative) - USD ($) | Dec. 27, 2019 | Sep. 12, 2019 | Sep. 02, 2019 | Dec. 24, 2018 | Aug. 24, 2018 | Dec. 31, 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. 30, 2022 | ||||||||
Accrued interest | 91,607 | 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 | 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 | 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 | $ 97 |
Convertible Notes Payable, Re_4
Convertible Notes Payable, Related Party - Schedule of Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Total Convertible notes payable and accrued interest | $ 435,189 | $ 424,749 |
Note 1 and Accrued Interest - Majority Shareholder [Member] | ||
Total Convertible notes payable and accrued interest | 165,107 | 156,408 |
Note 2 and Accrued Interest - Majority Shareholder [Member] | ||
Total Convertible notes payable and accrued interest | 268,341 | |
Note 3 and Accrued Interest - Majority Shareholder [Member] | ||
Total Convertible notes payable and accrued interest | 124,972 | |
Note 4 and Accrued Interest - Shareholder [Member] | ||
Total Convertible notes payable and accrued interest | 56,387 | |
Note 5 and Accrued Interest - Majority Shareholder [Member] | ||
Total Convertible notes payable and accrued interest | $ 88,723 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | Sep. 02, 2019 | Dec. 31, 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 ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Due to related parties | $ 109,977 | |
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 |