8-K

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): May 24, 2022

QHSLab,Inc.

(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(g) of the Act:

Title of each class	Trading Symbol(s)	Nameof each exchange on which registered
Common Stock, $0.0001 par value	USAQ	N/A

Item7.01 Regulation FD Disclosure.

On May 24, 2022, we, QHSLab, Inc., released an open letter to our shareholders from Troy Grogan, our Chief Executive Officer addressing current market conditions, our results for the first quarter and new market opportunities. A copy of the letter is annexed hereto as Exhibit 99.1.

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.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

Exhibit<br><br> <br>No.	Description
99.1	Press Release dated May 24, 2022 QHSLab, Inc. CEO Addresses Current Market Conditions & Recent Quarterly Performance
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of Section 12 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> May 24, 2022
QHSLab,<br> Inc.
	/s/ Troy Grogan
Name:	Troy<br> Grogan
Title:	CEO<br> and Chairman

Exhibit99.1

---

QHSLab,Inc’s CEO Addresses Current Market Conditions & Recent Quarterly Performance

WESTPALM BEACH, FL – (May 24, 2022) (GLOBE NEWSWIRE) – QHSLab, Inc. (OTCQB: USAQ) a company focused on providing clinicians with tools to leverage proactive, value-based healthcare solutions through emerging digital health and point of care technologies, released the following letter to its shareholders from Troy Grogan, its Chief Executive Officer, addressing current market conditions & the Company’s recent quarterly performance.

Dear Valued Shareholders and Friends of QHSLab, Inc.

Recent headlines undoubtedly caused concern for investors across all industries. However, at QHSLab, Inc., we are confident in our ability to weather the market volatility with our sound fundamental point of care and digital healthcare business focus. Since our inception we have been focused on achieving earnings and positive cash flow and have steadily moved towards those goals. Despite these challenging times, we have been generating growing revenue over the past six quarters and see continuing progress, while keeping our expenses down.

Highlights from our Q122 quarterly report include:

● Revenue increased by 17% to $355,330 compared to Q1 2021 and increased 7% sequentially compared to Q421.

● Gross profit increased by 41% to $188,688 compared to Q121 due to the acquisition of the AllergiEnd® assets and a decrease in the cost of goods due to the acquisition.

● Net Operating Loss (NOL) of $61,127 in Q122 decreased by 20% compared to Q121 due to increases in gross profit margin and top line revenue.

If you reviewed our Q122 financials and noticed the “other expenses” relating to interest expenses, I’d like to explain this entry. The increase of $116,728 compared to Q121 reflects non-cash amortization costs of $83,041 related to warrants issued in 2021. Let me repeat this, this is a non-cash expense. We did not pay the $83,041 out in actual cash during Q122; this was US GAAP accounting for expenses associated with and warrants issued in Q321 in connection with a significant financing for the Company. These warrants have been registered with the SEC and, if exercised by the investor, at the strike price of $1.25 per share would result in $1,162,500 of capital flowing into the Company at a low dilution impact to our recent share price. These warrants are described in Note 6 of our financial statements.

Itemsimpacting Q122 growth:

Recent industry wide shipping delays unfortunately impacted our ability to expand our physician base due to limited available inventory. As supplies were delayed, we chose to prioritize the needs of our existing physician accounts to maintain profitable relationships. Our supplier has reported that shipping delays and freight costs have come down over the past few months and we expect to see the resumption of timely shipments. Therefore, we don’t expect any further inventory shortages for 2022 and we are resuming our aggressive solicitation of new accounts.

Like many leading technology companies, we employ a handful of excellent software developers from Ukraine and Russia. They have worked with us for the past two years under the direction of our U.S. based team. Russia’s invasion of Ukraine in February interrupted the work of these individuals on the expansion of our systems. I can thankfully report that we have been in daily contact with these great people, and they have all safely relocated to various countries out of harm’s way. While the war pushed out some of our production timelines, these dedicated professionals continued to work throughout and are now back full-time. We are very grateful for their efforts and professionalism during this crisis. Rest assured that our U.S. software engineers are highly proficient, competent software development professionals, and there has been no impact on our live production systems.

TheFuture

The summer months have typically been slower for most physician offices, due to staff and patient vacations. We anticipate that our physician clients will take advantage of the revenue generating opportunity presented by our innovative QHSLab clinical decision support and patient monitoring system to sustain revenues for their practices during the otherwise slow summer months.

Physicians are not immune from current economic conditions. Supply chain, labor shortages, and logistics also heavily affect the allergy-specialist market, providing an opportunity for us to disrupt the traditional supply lines used by these allergy and ENT specialists for much-needed allergy testing equipment. We are in preliminary discussions with our contract manufacturer about the license or acquisition of the technologies and intellectual properties necessary for us to enter this market, enabling us to offer significant cost advantages to these allergy specialist physicians.

While we focus on the vast primary care market, which accounts for 52% of all healthcare utilization in the U.S. each year, we believe the niche market for allergy skin test equipment to be around $40M annually in the U.S. alone. I believe that we could take a nice ‘chunk’ of this annual revenue by targeting allergy specialists with a newer and improved skin testing device, the first such industry innovation in some three decades.

We are also thrilled to announce that we began charging subscriptions for QHSLab this May. In addition, we validated the current Medicare reimbursement for our non-face-to-face digital medical assessments at approximately $100 per encounter. We also announced the projected launch of our new product, theAllergy Quick Test, branded AllergiQT™, that addresses a projected $90M annual market. The Allergy Quick Test enables the primary care physician’s office to administer a simple pain-free allergy skin test, involving only the forearms, no needles, and results in 15 minutes or less, reducing healthcare costs while providing a reimbursable revenue source for the physician office. This product could prove to be a major change managing allergies in primary care.

Additionally, we have been in discussions with our lender about extending the maturity of our debt due to mature in August and are confident that we will come to an accommodation. We are also preparing for an additional capital raise to strengthen our cash and inventory balances. Both of these steps should support long-term growth in our stock price.

I won’t make any forward earnings projections here; the recent and current market conditions and our lack of operating history provide too many uncertainties relating to customer buying patterns in the near term. Likewise, whether we can achieve the milestones referenced in this letter is subject to various risks and uncertainties. However, our expenses are meager compared to our peers, and we continue to look for alternatives where appropriate to lower costs while navigating growth opportunities simultaneously. I believe this is evident from our Q122 earnings report and fiscal year 2021 financial statements.

I believe that QHSLab, Inc. (USAQ)’s current market cap is not reflective of the Company’s true value, prospects, or addressable market opportunities. I stand in the same shoes as you as a shareholder, and I remain dedicated to the mission and my conviction to getting the long-term job done. I am confident in our ability to move forward and flourish as we create the tools needed to shape the future of medicine.

To view our most recent investor presentation, click here and for complete information regarding our Q122 financial results, please refer to our quarterly filing here.

While there is no guarantee of future success or that any of the developments described in this letter will be achieved, I remain confident.

Sincerely,

TroyGrogan

President and CEO

QHSLab, Inc.

For more information, please visit www.usaqcorp.com.

AboutQHSLab, Inc.

QHSLab, Inc. (OTCQB: USAQ) is a medical device company providing digital healthcare solutions and point-of-care-diagnostic tests to primary care physicians. Digital healthcare allows doctors to assess their patients’ responses quickly and effectively using advanced artificial intelligence algorithms. Digital healthcare can also remotely monitor patients’ vital signs and evaluate the effects of prescribed medicines and treatments on patients’ health through real-time data transferred from patient to doctor. QHSLab, Inc. also markets and sells point-of-care, rapid-response diagnostic tests used in the primary care practice. QHSLab, Inc.’s products and services are designed to help physicians improve patient monitoring and medical care while also improving the revenues of their practice.

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, 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. The Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

InvestorRelations Contact:

OliviaGiamanco

QHSLab,Inc.

(929)379-6503

ir@usaqcorp.com

https://twitter.com/USAQcorp