8-K
QHSLab, Inc. (USAQ)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): November 16, 2021
USA
EQUITIES CORP.
(Exact Name of Registrant as Specified in its Charter)
0-19041
(Commission File No.)
| Nevada | 30-1104301 |
|---|---|
| (State<br><br> <br>of<br> Incorporation) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
| 901<br> Northpoint Parkway Suite 302 West Palm Beach<br><br> <br>FL<br> 33407 | 33407 |
| (Address<br> of Principal Executive Offices) | (ZIP<br> Code) |
Registrant’s telephone number, including area code: (929) 379-6503
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
Securitiesregistered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.0001 par value | USAQ | OTCMKTS |
Item7.01 Regulation FD Disclosure.
On November 16, 2021, USA Equities Corp (the “Company”) issued a press release announcing certain unaudited financial results for the quarter ended September 30, 2021 and conversion of secured convertible promissory Note. The full text of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Current Report on Form 8-K (including the exhibit) is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in the Report that is required to be disclosed solely by Regulation FD.
We do not have, and expressly disclaim, any obligation to release publicly any updates or any changes in our expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.
By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD. The Company uses, and will continue to use, its website (https://usaqcorp.com), press releases, and various social media channels, including its Twitter account (https://twitter.com/USAQcorp), its LinkedIn account (https://www.linkedin.com/company/usaqcorp) its Facebook account (https://www.facebook.com/USA-Equities-100113722270622), and its Instagram account (https://www.instagram.com/usaqcorp/) as additional means of disclosing public information to investors, the media and others interested in the Company. It is possible that certain information that the Company posts on its website, disseminated in press releases and on social media could be deemed to be material information, and the Company encourages investors, the media and others interested in the Company to review the business and financial information that the Company posts on its website, disseminates in press releases and on the social media channels identified above, as such information could be deemed to be material information.
ITEM9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated November 16, 2021 entitled “USA Equities Corp Announces Third Quarter 2021 Financial Results And Conversion of Secured Convertible Promissory Note.” |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this current report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date:<br> November 16, 2021 | |
|---|---|
| USA<br> Equities Corp. | |
| /s/ Troy Grogan | |
| Name: | Troy<br> Grogan |
| Title: | CEO<br> and Chairman |
EXHIBIT99.1
USAEquities Corp. Announces Third Quarter
2021Financial Results
And
Conversionof Secured Convertible Promissory Note
| ● | Revenue<br> Surpassed $1 million for Nine Months of 2021 Compared to $0 for the Same Period 2020 |
|---|---|
| ● | Gross<br> Margin of 48% in Q3 Increased 290 Basis Points Versus Q2 2021 |
| ● | Issuance<br> of 76,923 Shares reduces Principal Amount of Promissory Note by $50,000 |
West Palm Beach, FL – November 16, 2021 – USA Equities Corp. (OTCQB: USAQ), a company focused on value-based healthcare solutions and physician-directed digital medicine, today announced financial results for the three and nine month periods ended September 30, 2021.
Troy Grogan, Chief Executive Officer of USA Equities Corp, stated, “We are pleased with our growth for the first nine months of the year having generated in excess of $1 million in sales to our physician clients. As the Covid pandemic continues to cause disruptions throughout all medical fields and supply chains generally, we have been able to increase our sales which can be attributed to executing on our strategic growth plans, implementation of our digital platforms and allergy diagnostics and allergen immunotherapy product sales over the past 9 months.”
“I want to emphasize our view of the Company’s importance to the communities where we have a presence and of our ongoing focus on keeping our employees safe while supporting customers and their patients during the pandemic,” continued Mr. Grogan. Third quarter revenues were impacted by a combination of a seasonal decline due to summer vacations, the increased demand for our physician clients to perform physical examinations on students returning to school, decreased patient visits due to the onset of the delta variant of Covid-19 during the third quarter, as well as a shortage of medical assistants necessary to perform tests using our products, we expect to regain our sales growth in subsequent months as medical office staffing and patients return to their primary care offices,” concludes Grogan.
2021Financial Results
● Total revenues for the nine months ended September 30, 2021 was $1,084,436, compared to $0 revenues in the comparable period of 2020.
● The Company generated gross profit of $497,785, or a gross margin of approximately 46% during the nine months ended September 30, 2021
● Total revenues for the three months ended September 30, 2021 was $324,479, compared to $0 revenues in the comparable period of 2020.
● The Company generated gross profit of $157,086, or a gross margin of approximately 48% in the third quarter 2021.
Subsequent to the end of the third quarter prior to the filing of our Report on Form 10-Q, Mercer Street Global Opportunity Fund, LLC, converted $50,000 of the principal amount of the $806,000 Secured Convertible Promissory Note issued August 10, 2021, into 76,923 shares of our common stock at a price of $0.65 per share. Mr. Grogan commented that “In addition to reducing our outstanding debt, we believe that the conversion of the Promissory Note by Mercer at this time demonstrates the confidence it has in our Company and the market for our shares.”
AboutUSA Equities Corp.
USA Equities Corp. (OTCQB: USAQ) is a medical device company providing digital medicine solutions and point of care diagnostic tests to primary care physicians. Digital medicine allows doctors to quickly and effectively assess their patients’ response to healthcare screening using advanced artificial intelligence algorithms. Digital medicine can also remotely monitor patients’ vital signs and evaluate the effects of newly prescribed medicines and treatments on their patients’ health through real time data that is transferred from patient to doctor. USAQ also markets and sells point of care, rapid response diagnostic tests which are used in the primary care practice. USAQ’s products and services are designed to help physicians improve patient monitoring and medical care while also improving the service revenues of their practice.
For additional information, visit the Company’s website at www.USAQCorp.com
Forward-LookingStatements
Certain matters discussed in this press release are ‘forward-looking statements’ intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. In particular, the Company’s statements regarding trends in the marketplace, future revenues, future products and potential future results and acquisitions, are examples of such forward-looking statements. Forward-looking statements are generally identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that express risks and uncertainties. These statements are subject to numerous risks and uncertainties, including, but not limited to, the timing of the introduction of new products and the acceptance of these products, the inherent discrepancy in actual results from estimates, projections and forecasts made by management, regulatory delays, changes in government funding and budgets, and other factors, including general economic conditions, not within the Company’s control. The factors discussed herein and expressed from time to time in the Company’s filings with the Securities and Exchange Commission could cause actual results and developments to be materially different from those expressed in or implied by such statements. The forward-looking statements are made only as of the date of this press release and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
Investor & Media Contact:
Olivia Giamanco
USA Equities Corp
(929) 379-6503
IR@USAQCORP.COM