SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(AMENDMENT NO. 1)
|x||QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934|
|For the quarterly period ended August 31, 2012|
|¨||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)
|(State or other jurisdiction of incorporation or organization)||(I.R.S. Employer Identification No.)|
720 North 3rd St, Suite 301
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code (910) 251-6160
(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 November 4, 2012.
This Amendment No. 1 to the USA InvestCo Holdings, Inc. (the “Company”) Quarterly Report on Form 10-Q for the quarterly period ending August 31, 2012, as filed with the Securities and Exchange Commission on October 22, 2012 (the “Form 10-Q”), is filed solely to furnish Exhibit 101 to the Form 10-Q, as required by Rule 405 of Regulation S-T. The Company is filing this Amendment No. 1 within 30 days after the filing date of the Form 10-Q in accordance with Rule 405(a)(2)(ii) of Regulation S-T.
No other changes have been made to the Form 10-Q. This Amendment No. 1 does not otherwise change or update the disclosures set forth in the Form 10-Q as originally filed and does not otherwise reflect events occurring after the original filing of the Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
ITEM 6. EXHIBITS.
|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|
* These exhibits were previously furnished or filed with the Form 10-Q.
** 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.
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: November 5, 2012||By:||/s/ Charles Schoninger|
|Charles Schoninger, President|
|Chief Executive Officer, Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) and Director|
|6 Months Ended|
Aug. 31, 2012
|Stockholders' Equity Note [Abstract]|
|Stockholders' Equity Note Disclosure [Text Block]||
(A) In-Kind Contribution
For the six months ended August 31, 2012, a 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 services (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) Change of Control and Name Change
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, constituting 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 amended its Articles of Incorporation to change its name to USA InvestCo Holdings, Inc.
(D) Expenses paid on Company’s’ behalf
During the six months ended August 31, 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).
The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.
Reference 1: http://www.xbrl.org/2003/role/presentationRef