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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

   
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the quarterly period ended November 30, 2012
   
OR  
   
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number: 333-172842

  

USA InvestCo Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 Nevada   33-1219888
(State or other jurisdiction of incorporation or organization)    (I.R.S. Employer Identification No.)
     

720 North 3rd St, Suite 301

Wilmington, NC

  28401
 (Address of principal executive offices)   (Zip Code)

 

(910) 251-6160

Registrant’s telephone number, including area code

 

Not Applicable

(Former Name or Former Address if Changed Since Last Report)

 

 

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 o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x      No  o

 

 
 

 

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

 

Large accelerated filer o   Accelerated filer         o            
Non-accelerated filer  o   (Do not check if a smaller reporting company)   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  o

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 5,540,000 as of January 18, 2013.

 

 
 

 

 

TABLE OF CONTENTS

 

PART I FINANCIAL INFORMATION 

Item 1 Financial Statements   
                   Condensed Balance Sheets 3
                   Condensed Statements of Operations 4
                   Condensed Statement of Changes in Stockholders' Deficiency 5
                   Condensed Statements of Cash Flows 6
                   Notes to Condensed Financial Statements 8
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations 13
Item 3.    Quantitative and Qualitative Disclosures About Market Risk 15
Item 4. Controls and Procedures 15

 

PART II OTHER INFORMATION

 
Item 1    Legal Proceedings 17
Item 1A.  Risk Factors 17
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds 17
Item 3    Defaults Upon Senior Securities 17
Item 4       Mine Safety Disclosures 17
Item 5   Other Information 17
Item 6       Exhibits 17
  Signatures 19

 

 
 

 

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

 

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

 

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

 

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

 

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

 

 

CERTAIN TERMS USED IN THIS REPORT

 

When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to USA InvestCo Holdings, Inc.  “SEC” refers to the Securities and Exchange Commission.

  

2
 

  

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS.

 

USA InvestCo Holdings, Inc.

(f/k/a Lambent Solutions Corp.)

(A Development Stage Company)

Condensed Balance Sheets

 

ASSETS 
   November 30, 2012   February 29, 2012 
   (Unaudited)     
         
Current Assets        
Cash  $-   $7,084 
Prepaid Expense   -    2,926 
Total Assets  $-   $10,010 
           
LIABILITIES AND STOCKHOLDERS' DEFICIENCY  
           
Current Liabilities          
Accounts Payable  $20,017   $- 
Note Payable - Related Party   2,014    4,156 
Total  Liabilities   22,031    4,156 
           
Commitments and Contingencies          
           
Stockholders' Deficiency          
Common stock, $0.001 par value; 75,000,000 shares authorized, 5,540,000 shares and 5,540,000 shares issued and outstanding, respectively   5,540    5,540 
 Additional paid-in capital   62,552    19,760 
 Deficit accumulated during the development stage   (90,123)   (19,446)
Total Stockholders' Deficiency   (22,031)   5,854 
           
Total Liabilities and Stockholders' Deficiency  $-   $10,010 

 

See accompanying notes to condensed unaudited financial statements

 

3
 

 

USA InvestCo Holdings, Inc.

(f/k/a Lambent Solutions Corp.)

(A Development Stage Company)

Condensed  Statements of Operations

(Unaudited)

 

   For the Three Months Ended   For the Nine Months Ended   For the period from January 20, 2011 
   November 30, 2012   November 30, 2011   November 30, 2012   November 30, 2011   (Inception) to November 30, 2012 
Operating Expenses                    
Professional fees  $16,010   $-   $41,510   $-   $41,510 
General and administrative   13,336    4,000    29,167    14,699    48,613 
Total Operating Expenses   29,346    4,000    70,677    14,699    90,123 
                          
LOSS FROM OPERATIONS BEFORE INCOME TAXES   (29,346)   (4,000)   (70,677)   (14,699)   (90,123)
                          
Provision for Income Taxes   -    -    -    -    - 
                          
NET LOSS  $(29,346)  $(4,000)  $(70,677)  $(14,699)  $(90,123)
                          
Net Loss Per Share  - Basic and Diluted  $(0.01)  $(0.00)  $(0.01)  $(0.00)     
                          
Weighted average number of shares outstanding  during the period - Basic and Diluted   5,540,000    5,540,000    5,540,000    5,094,364      

 

See accompanying notes to condensed unaudited financial statements

 

4
 

 

USA InvestCo Holdings, Inc.

(f/k/a Lambent Solutions Corp.)

(A Development Stage Company)

 Condensed Statement of Changes in Stockholders' Deficiency

For the period from January 20, 2011 (Inception) to November 30, 2012

(Unaudited)

 

                       Deficit     
   Preferred stock   Common stock   Additional   accumulated during the   Total 
                   paid-in   development   Stockholders' 
   Shares   Amount   Shares   Amount   capital   stage   Deficiency 
                             
Balance January 20, 2011   -   $-    -   $-   $-   $-   $- 
                                    
Common stock issued for services to founders ($0.001 per share)   -    -    4,500,000    4,500    -    -    4,500 
                                    
Net loss for the period January 20, 2011  (Inception) to February 28, 2011   -    -    -    -    -    (693)   (693)
                                    
 Balance, February 28, 2011   -    -    4,500,000    4,500    -    (693)   3,807 
                                    
Common stock issued for cash at  $0.02 per share   -    -    1,040,000    1,040    19,760    -    20,800 
                                    
Net loss for the year ended February 29, 2012   -    -    -    -    -    (18,753)   (18,753)
                                    
Balance,  February 29, 2012   -    -    5,540,000    5,540    19,760    (19,446)   5,854 
                                    
In kind contribution of services   -    -    -    -    9,214    -    9,214 
                                    
Loans forgiven by principal stockholders   -    -    -    -    12,378    -    12,378 
                                    
Payment of accounts payable by a related party on Company's behalf   -    -    -    -    21,200    -    21,200 
                                    
Net loss for the nine months ended November 30, 2012   -    -    -    -    -    (70,677)   (70,677)
                                    
Balance,  November 30, 2012   -   $-    5,540,000   $5,540   $62,552   $(90,123)  $(22,031)

 

See accompanying notes to condensed unaudited financial statements

 

5
 

 

USA InvestCo Holdings, Inc.

(f/k/a Lambent Solutions Corp.)

(A Development Stage Company)

 Condensed Statements of Cash Flows

(Unaudited)

 

   For the Nine Months Ended   For the period from January 20, 2011 
   November 30, 2012   November 30, 2011   (Inception) to November 30, 2012 
Cash Flows Used in Operating Activities:            
Net Loss  $(70,677)  $(14,699)  $(90,123)
 Adjustments to reconcile net loss to net cash used in operations               
   In-kind contribution of services   9,214    -    9,214 
 Changes in operating assets and liabilities:               
      (Increase)/Decrease in prepaid expenses   2,926    (4,926)   - 
   Increase in accounts payable and accrued expenses   20,017    -    20,017 
Net Cash Used In Operating Activities   (38,520)   (19,625)   (60,892)
                
Cash Flows From Financing Activities:               
Contribution of capital by principal stockholder   21,200    -    21,200 
Proceeds from note payable- Related party   10,236    -    14,392 
Proceeds from issuance of common stock, net of offering costs   -    20,800    25,300 
Net Cash Provided by Financing Activities   31,436    20,800    60,892 
                
Net Increase (Decrease) in Cash   (7,084)   1,175    - 
                
Cash at Beginning of Period   7,084    7,963    - 
                
Cash at End of Period  $-   $9,138   $- 
                
Supplemental disclosure of cash flow information:               
                
Cash paid for interest  $-   $-   $- 
Cash paid for taxes  $-   $-   $- 

 

Supplemental disclosure of non-cash investing and financing activities:    

   

On July 25, 2012, the Company's former principal stockholder forgave loans of $12,378 upon completion of the change in control.  The forgiven loans were treated as a contribution of capital.

 

See accompanying notes to condensed unaudited financial statements

 

6
 

  

USA INVESTCO HOLDINGS, INC.

(f/k/a LAMBENT SOLUTIONS CORP.)

(A DEVELOPMENT STAGE COMPANY)

 

CONTENTS

 

     
     
     
PAGE 3 CONDENSED BALANCE SHEETS AS OF NOVEMBER 30, 2012, (UNAUDITED) AND AS OF FEBRUARY 29, 2012 
     
PAGE 4 CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED NOVEMBER 30, 2012 AND 2011 AND FOR THE PERIOD FROM JANUARY 20, 2011 (INCEPTION) TO NOVEMBER 30, 2012 (UNAUDITED)
     
PAGE 5 CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE PERIOD FROM JANUARY 20, 2011 (INCEPTION) TO NOVEMBER 30, 2012 (UNAUDITED)
     
PAGE 6 CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED NOVEMBER 30, 2012 AND 2011 AND FOR THE PERIOD FROM JANUARY 20, 2011 (INCEPTION) TO NOVEMBER 30, 2012 (UNAUDITED)
                             
PAGES 8 - 12 NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
     

 

7
 

 

USA Investco Holdings, inc.

(F/K/A LAMBENT SOLUTIONS CORP.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF NOVEMBER 30, 2012

(UNAUDITED)

 

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

 

(A) Basis of Presentation.

 

USA InvestCo Holdings, Inc. (a development stage company) (the "Company") was incorporated under the laws of the State of Nevada on January 20, 2011 under the name of Lambent Solutions Corp.

 

On July 25, 2012, the Company entered into a Stock Purchase Agreement (the “SPA”) with the former sole director and officer of the Company (the “Seller”), and the current sole director and officer (the “Purchaser”), under which the Purchaser purchased 4,500,000 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), for an aggregate purchase price of $126,000, payable in full to the Seller (a “Change of Control”). The Shares represent all of the Seller’s interest in and to any securities of the Company, and make up 81.227% of the issued and outstanding shares of common stock of the Company. The SPA closed and the Change of Control occurred on July 25, 2012.

 

In connection with the Change of Control, on September 5, 2012, the Company amended its Articles of Incorporation to change its name to USA InvestCo Holdings, Inc.

 

The Company previously offered an advertising system for real estate brokers and agents. The Company has ceased operations in this area in anticipation of a potential merger with USA Holdings, Inc. The Company has not entered into any definitive agreement with USA Holdings, Inc. as of the date hereof. The Company does not currently have any operations.

 

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

 

It is management’s opinion however, that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year

 

(B) Use of Estimates

 

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Significant estimates include the valuation of deferred taxes assets and the valuation of in kind contribution of services and interest. Actual results could differ from those estimates.

 

8
 

 

USA Investco Holdings, inc.

(F/K/A LAMBENT SOLUTIONS CORP.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF NOVEMBER 30, 2012

(UNAUDITED)

 

(C) Cash and Cash Equivalents

 

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At November 30, 2012 and February 29, 2012, the Company had cash equivalents of $0 and $7,084, respectively

 

(D) Loss Per Share

 

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB ASC No. 260, “Earnings Per Share.” As of November 30, 2012 and 2011 there were no common share equivalents outstanding.

 

(E) Income Taxes

 

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

(F) Business Segments

 

The Company operates in one segment and therefore segment information is not presented.

 

(G) Revenue Recognition

 

The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

 

(H) Recent Accounting Pronouncements

 

9
 

 

USA Investco Holdings, inc.

(F/K/A LAMBENT SOLUTIONS CORP.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF NOVEMBER 30, 2012

(UNAUDITED)

 

In July 2012, the FASB issued updated guidance on the periodic testing of indefinite-lived intangible assets, other than goodwill, for impairment. This updated guidance will allow companies the option to first assess qualitative factors to determine if it is more-likely-than-not that an indefinite-lived intangible asset might be impaired and whether it is necessary to perform the quantitative impairment test required under current accounting standards. This guidance is applicable for reporting periods beginning after September 15, 2012.

 

In December 2011, FASB issued Accounting Standards Update 2011-11, Balance Sheet - Disclosures about Offsetting Assets and Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or after January 1,2013. The update only requires additional disclosures, as such, we do not expect that the adoption of this standard will have a material impact on our results of operations, cash flows or financial condition.

 

NOTE 2 STOCKHOLDERS’ EQUITY

 

(A) In-Kind Contribution

 

For the three months ended November 30, 2012, the shareholder of the Company contributed services having a fair value of $7,714 (See Note 4).

 

For the nine months ended November 30, 2012, the former shareholder of the Company contributed services having a fair value of $1,500 (See Note 4).

 

(B) Stock Issued for Cash

 

On February 22, 2011, the Company issued 4,500,000 shares of common stock to its sole director having a fair value of $4,500 ($0.001/share) in exchange for cash (See Note 4).

 

For the year ended February 29, 2012 the Company sold 1,040,000 common shares at $0.02 per share to various investors, for gross proceeds of $20,800.

 

The authorized capital of the Company is 75,000,000 common shares with a par value of $ 0.001 per share.

 

(C) Amendment to Articles of Incorporation

 

10
 

 

USA Investco Holdings, inc.

(F/K/A LAMBENT SOLUTIONS CORP.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF NOVEMBER 30, 2012

(UNAUDITED)

 

On September 5, 2012, the Company amended its Articles of Incorporation to change its name to USA Investco Holdings, Inc.

 

(D) Expenses paid on Company’s’ behalf

 

During the nine months ended November 30, 2012, the former controlling stockholders (prior to the Purchase Agreement) paid $21,200 of accounts payable and forgave a related party note payable of $12,378 on the Company’s behalf. The $33,578 was recorded as an in kind contribution of capital (See Notes 3 and 4).

 

NOTE 3 NOTE PAYABLE – RELATED PARTY

 

During the nine months ended November 30, 2012 the Company received $2,014 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing, unsecured and is due on demand (See Note 4).

 

During the nine months ended November 30, 2012, the former controlling stockholders forgave loans of $12,378 and this was recorded by the Company as contributed capital (See Note 4).

 

During the nine months ended November 30, 2012 the Company received $8,222 from a former principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing, unsecured and is due on demand (See Note 4). As of February 29, 2012, the Company was indebted to the director of the Company for the amount of $4,156. The amount is due on demand, non-interest bearing and unsecured (See Note 4). The total of these two loans equals 12,378 and was subsequently forgiven as noted above.

 

NOTE 4 RELATED PARTY TRANSACTIONS

 

During the three months ended November 30, 2012 the Company received $2,014 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing, unsecured and is due on demand (See Note 3).

 

For the three months ended November 30, 2012, the shareholder of the Company contributed services having a fair value of $7,714 (See Note 2(A)).

 

For the nine months ended November 30, 2012, the former shareholder of the Company contributed services having a fair value of $1,500 (See Note 2(A)).

 

11
 

 

During the nine months ended November 30, 2012, the former controlling stockholder (prior to the Purchase Agreement) forgave loans of $12,378 and this was recorded by the Company as contributed capital (See Note 3).

 

During the nine month ended November 30, 2012 the Company received $8,222 from a former principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing, unsecured and is due on demand (See Note 2(A)). As of February 29, 2012, the Company was indebted to the director of the Company for the amount of $4,156. The amount is due on demand, non-interest bearing and unsecured (See Note 3). The total of these two loans equals $12,378 and was subsequently forgiven as noted above.

 

On February 22, 2011, the Company issued 4,500,000 shares of common stock to its sole Director having a fair value of $4,500 ($0.001/share) in exchange for cash (See Note 2 (B)).

 

NOTE 5 GOING CONCERN

 

As reflected in the accompanying unaudited condensed financial statements, the Company is in the development stage with minimal operations, used cash in operations of $60,892 from inception and has a net loss since inception of $90,123. There is also a working capital and stockholders’ deficiency of $22,031. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital through shareholder loans and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

  

12
 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

We were incorporated in the State of Nevada on January 20, 2011 as Lambent Solutions Corporation. On July 25, 2012, the Company entered into a Stock Purchase Agreement (the “SPA”) with Irina Dondikova, the former sole director and officer of the Company (the “Seller”), and Charles Schoninger (the “Purchaser”), under which the Purchaser purchased 4,500,000 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), for an aggregate purchase price of $126,000, payable in full to the Seller (a “Change of Control”). The Shares represent all of the Seller’s interest in and to any securities of the Company, and make up 81.227% of the issued and outstanding shares of common stock of the Company. The SPA closed and the Change of Control occurred on July 25, 2012.

 

On September 5, 2012, the Company filed a Certificate of Amendment to its Articles of Incorporation (the “Name Change”) with the Secretary of State of the State of Nevada to change its name from “Lambent Solutions Corp.” to “USA InvestCo Holdings, Inc.”

 

The Name Change was effected in connection with the Company’s potential business combination with USA Holdings, Inc., a land development company that is primarily focused on projects in the coastal regions of North Carolina. The first project of USA Holdings, Inc. is a waterfront project in Wilmington, NC that includes a 200 ship marina, a hotel and restaurant. The second project being contemplated is a cold storage food facility at the Port of Wilmington. USA Holdings, Inc. is considering other similar projects in the area.

 

The Company has not entered into any definitive agreement with USA Holdings, Inc. as of the date hereof. Up until the sale of the Company in the Change of Control, the Company offered an advertising system for real estate brokers and agents. The Company has ceased operations in this area in anticipation of the potential merger with USA InvestCo Holdings, Inc.

 

Results of Operations

 

We are a development stage company and have not generated any revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

 

Three Month Period Ended November 30, 2012 Compared to the Three Month Period Ended November 30, 2011 

 

Our net loss for the three month period ended November 30, 2012 was $29,346 compared to a net loss of $4,000 for the three month period ended November 30, 2011. During the three month period ended November 30, 2012, we did not generate any revenue.  

 

During the three month period ended November 30, 2012, we incurred general and administrative expenses of $13,336 compared to $4,000 incurred during the three month period ended November 30, 2011. General and administrative incurred during the three month period ended November 30, 2012 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.

 

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During the three month period ended November 30, 2012, we incurred professional fees of $16,010, as opposed to no professional fees during the three month period ended November 30, 2011. The increase in the loss in the three month period ended November 30, 2012 as opposed to the three month period ended November 30, 2011 can be largely attributed to the added professional fees expense as a result of us maintaining our status as an SEC reporting company.

 

The weighted average number of shares outstanding was 5,540,000 for the three month period ended November 30, 2012.

 

Nine Month Period Ended November 30, 2012 Compared to the Nine Month Period Ended November 30, 2011 

 

Our net loss for the nine month period ended November 30, 2012 was $70,677 compared to a net loss of $14,699 for the nine month period ended November 30, 2011. During the nine month period ended November 30, 2012, we did not generate any revenue.  

 

During the nine month period ended November 30, 2012, we incurred general and administrative expenses of $29,167 compared to $14,699 incurred during the nine month period ended November 30, 2011. General and administrative expenses incurred during the nine month period ended November 30, 2012 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.

 

During the nine month period ended November 30, 2012, we incurred professional fees of $41,510, as opposed to no professional fees during the nine month period ended November 30, 2011. The increase in the loss in the nine month period ended November 30, 2012 as opposed to the nine month period ended November 30, 2011 can be largely attributed to the added professional fees expense as a result of us maintaining our status as an SEC reporting company.

 

The weighted average number of shares outstanding was 5,540,000 for the nine month period ended November 30, 2012.

 

Liquidity and Capital Resources 

 

Nine month period Ended November 30, 2012  

 

As of November 30, 2012, our current assets were $0, compared to $10,010 in current assets at February 29, 2012. As of November 30, 2012, our current liabilities were $22,031, compared to $4,156 in current liabilities at February 29, 2012. Current liabilities were comprised of $22,017 in accounts payable and $2,014 in related party notes payable at November 30, 2012, and comprised of $4,156 in a related party note payable at February 29, 2012.

 

Cash Flows from Operating Activities

 

We have not generated positive cash flows from operating activities. For the nine month period ended November 30, 2012, net cash flows used in operating activities was $38,520 consisting of a net loss of $70,677, an in-kind contribution of services of $9,214, a decrease in prepaid expenses of $2,926, and an increase in accounts payable and accrued expenses of $20,017. Net cash flows used in operating activities was $19,625 for the Nine month period ended November 30, 2011, consisting of a net loss of $14,699 and an increase in prepaid expenses of $4,926.

 

 

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Cash Flows from Financing Activities

 

We have financed our operations primarily from either advances or the issuance of equity and debt instruments. For the nine month period ended November 30, 2012 net cash provided by financing activities was $31,436, consisting of a capital contribution from Charles Schoninger, our principal stockholder, of $21,200, and proceeds from a related party note payable of $10,236. For the nine month period ended November 30, 2011 net cash provided by financing activities was $20,800, consisting of proceeds from the issuance of common stock. For the period from inception (January 20, 2011) to November 30, 2012, net cash provided by financing activities was $60,892. 

 

Plan of Operation and Funding

 

Our cash reserves are not sufficient to meet our obligations for the next twelve month period. As a result, we will need to seek additional funding in the near future. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of shares of our common stock. We may also seek to obtain short-term loans from our directors or unrelated parties, although no such arrangements have been made. We do not have any arrangements in place for any future equity financing.

 

Off-Balance Sheet Arrangements

 

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

Going Concern

 

The Company is in the development stage with limited operations, and has not earned any revenues and has had a net loss since inception (January 20, 2011) to November 30, 2012 of $90,123. The Company has a stockholders’ deficiency of $22,031 at November 30, 2012. The Company had no assets at November 30, 2012. 

 

The Company’s former independent auditors, MaloneBailey, LLP, provided an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern in their audit report for the year ended February 29, 2012. The financial statements were prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

 

The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital through loans as well as the sale of equity or debt securities. We do not currently have any arrangements in place for any future equity financing or loans from our directors or unrelated parties.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

We are a smaller reporting company and therefore not required to provide this information.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ‟Exchange Act”)) as of the end of the period covered by this report.  Our management does not expect that our disclosure controls and procedures will prevent all error and all fraud.  In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  

 

 

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Based on the evaluation as of November 30, 2012, for the reasons set forth below, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of November 30, 2012, the Company determined that there were control deficiencies that constituted the following material weakness:

 

The Company does not have an independent audit committee in place, which would provide oversight of the Company’s officers, operations and financial reporting function.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

  

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PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

 

ITEM 1A. RISK FACTORS.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

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

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not Applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

ITEM 6. EXHIBITS.

 

(a)  Exhibits

 

Exhibit Number   Description
31.1   Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*   Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS **   XBRL Instance Document
101.SCH **   XBRL Taxonomy Schema
101.CAL **   XBRL Taxonomy Calculation Linkbase
101.DEF **   XBRL Taxonomy Definition Linkbase
101.LAB **   XBRL Taxonomy Label Linkbase
101.PRE **   XBRL Taxonomy Presentation Linkbase

 

* In accordance with SEC Release 33-8238, Exhibit 32.1 is furnished and not filed.

 

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** Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  USA INVESTCO HOLDINGS, INC.
     
Date:  January 18, 2013 By: /s/ Charles Schoninger
    Charles Schoninger, President
    Chief Executive Officer (Duly Authorized, Principal Executive Officer and Principal Financial Officer) and Director

 

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