UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 10-K
________________________________
ý ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 2015
Commission file number: 0-19041
USA
EQUITIES CORP.
(Exact Name Of Registrant
As Specified In Its Charter)
| Delaware | 11-2655906 |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
| 79 East Putnam Ave, Greenwich, CT | 06830 |
| (Address of Principal Executive Offices) | (ZIP Code) |
Registrant's Telephone Number, Including Area Code: (203) 297-6100
Securities Registered Pursuant to Section 12(g) of The Act: Common Stock, $0.001
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 ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best of the
registrant's knowledge, in the definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
On June 30, 2015, the aggregate market value of the 1,088,740 shares of common stock held by non-affiliates of the registrant was approximately $612,329 based on the asked price of the Registrants common stock on June 30, 2015. On April 14, 2016, the Registrant had 5,988,740 shares of common stock outstanding.
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act) or a smaller reporting company.
| Large accelerated filer ¨ | Accelerated filer ¨ | Non-Accelerated filer ¨ | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
TABLE OF CONTENTS
| Item ____ |
Description _________ | Page ____ |
|---|---|---|
PART I | ||
| ITEM 1. | DESCRIPTION OF BUSINESS | 3 |
| ITEM 1A. | RISK FACTORS RELATED TO OUR BUSINESS | 6 |
| ITEM 1B. | UNRESOLVED STAFF COMMENTS | 11 |
| ITEM 2. | DESCRIPTION OF PROPERTY | 11 |
| ITEM 3. | LEGAL PROCEEDINGS | 11 |
| ITEM 4. | MINE SAFETY DISCLOSURES | 11 |
PART II | ||
| ITEM 5. | MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS | 12 |
| ITEM 6. | SELECTED FINANCIAL DATA | 12 |
| ITEM 7. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND PLAN OF OPERATION | 12 |
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK | 13 |
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 15 |
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 22 |
| ITEM 9A. | CONTROLS AND PROCEDURES | 22 |
| ITEM 9B. | OTHER INFORMATION | 23 |
PART III | ||
| ITEM 10. | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE | 24 |
| ITEM 11. | EXECUTIVE COMPENSATION | 24 |
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS | 24 |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE | 24 |
| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES | 24 |
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 25 |
Cautionary Statement regarding Forward-Looking Statements
This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Registrant has based these forward-looking statements on its current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about the Registrant that may cause its actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. 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. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in this Annual Report on Form 10-K and in the Registrant's other Securities and Exchange Commission filings.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Back to Table of ContentsGeneral Background
USA Equities Corp, (f/k/a American Biogenetic Sciences, Inc.) , a Delaware corporation, is sometimes referred 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. to USA Equities Corp on May 29, 2015. The Registrant was formed in 1983 for the purpose of researching, developing and marketing cardiovascular and neurobiology products for commercial development and distributing vaccines. The Registrant's products were designed for in vitro and in vivo diagnostic procedures and therapeutic drugs, and its products had been identified for use in the treatment of epilepsy, migraine and mania, neurodegenerative diseases, coronary artery diseases and cancer. The Registrant commenced selling its products during the last quarter of 1997 but did not generate any sufficient revenues from operations to fund its operating expenses.
On September 19, 2002, the Registrant filed a petition under the U.S. Bankruptcy Code 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 change in control and provided that the Company, subsequent to the bankruptcy proceeding, is free and clear of all liens, claims and other obligations.
On August 13, 2010, the Registrant's sole officer/director, who was also the principal shareholder, transferred and assigned his controlling stock position to an unrelated third party but remained as the Registrant's sole officer and director. On December 31, 2013, a convertible note payable to our sole officer/director was formally assigned to our controlling shareholder. See Note 5 to the Notes to Consolidated Financial Statements.
On May 27, 2015, the board of directors of the Registrant appointed Mr. Troy Grogan to the Registrant's board of directors and, at the same time, appointed Mr. Grogan to serve as the Registrant's chief financial officer. Mr. Grogan has been a principal shareholder of the Registrant since August 2010. Prior to Mr. Grogan's appointment, Mr. Richard Rubin had been the Registrant's sole executive officer and director. Mr. Rubin will continue to serve as the Registrant's chief executive officer and as chairman of the board of directors.
Potential Business Prospects of the Registrant
On April 17, 2015, the Company organized a wholly-owned Delaware subsidiary, USA Equity Trust, Inc. (the "Subsidiary") , for the purpose of acquiring real estate.
On July 31, 2015, the Company, through its wholly-owned subsidiary, USA Equities Trust, Inc., entered into an Asset Purchase Agreement with an unaffiliated third party, Green US Builders, Inc., a Delaware corporation (the "Seller") for the purchase of a mixed-use investment property located in Bridgeport, CT consisting of five retail stores and five apartments (the "Property"). At the end of October, the parties decided to rescind the transaction because of the inability to fulfill certain representations regarding the status of the property. The Seller, who was issued 2.4 million shares in consideration for the asset, is negotiating with the Company to replace the asset with a property of equal value. The shares were valued at $0.27 per share or $648,000, the closing bid at July 31, 2015. On February 1, 2016, the Company and the Seller entered into an Amended Asset Purchase Agreement, a copy of which is filed as Exhibit 10.2 to this Form 10-K, pursuant to which the Company and Seller agreed: (i) to use their best efforts to conclude the a new asset purchase agreement by which the Seller shall transfer and assign all right, title and business to a replacement property on or before March 31, 2016, subject to a ninety (90) day extension; and/or (ii) renegotiate the share consideration issued in the July 31, 2015 transaction.
Investing in Real Property
We plan to invest in properties net leased to creditworthy tenants. When evaluating prospective investments in real property, our management will consider relevant real estate and financial factors, including the location of the property, the leases and other agreements affecting the property, the creditworthiness of major tenants, its income-producing capacity, its physical condition, its prospects for appreciation, its prospects for liquidity, tax considerations and other factors. In this regard, we will have substantial discretion with respect to the selection of specific investments, subject to board approval.
There is no limitation on the number, size or type of properties that we may acquire. The number and mix of properties depend upon real estate market conditions and other circumstances existing at the time of acquisition of properties.
General Business Objectives of the Registrant