See accompanying notes to the unaudited condensed consolidated financial statements.

USA Equities Corp.
(f/k/a American Biogenetic Sciences, Inc.)
Consolidated Statements of Operations
For the Three Months ended March 31, 2016 and 2015
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Three Months Ended Three Months Ended
March 31, 2016 March 31, 2015

Revenue $ - $ -

Costs and Expenses:
   General and administrative 10,760 7,738
   Interest 2,837 2,839
Total general and administrative expenses 13,597 10,577

   Net operating loss (13,597) (10,577)
   Income taxes - -
Net loss $ (13,597) $ (10,577)

Basic and diluted net loss $ (0.00) $ (0.00)

Weighted average shares outstanding (basic and diluted) 5,988,740 1,088,740

See accompanying notes to unaudited interim consolidated financial statements.

USA Equities Corp.
(f/k/a American Biogenetic Sciences, Inc.)
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2016 and 2015
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Three Months Ended Three Months Ended
March 31, 2016 March 31, 2015

Cash flows used by operating activities $ $
     Net loss (13,597) (10,577)
Changes in net assets and liabilities:
     Increase in accounts payable and accrued expenses 9,788 839
Cash flows used in operating activities (3,809) (9,738)

Cash flows from financing activities:
   Proceeds of related party borrowings 3,809 9,738
     Cash provided by financing activities 3,809 9,738

     Change in cash - -
Cash - beginning of year - -
Cash - end of year $ - $ -

See accompanying notes to unaudited interim consolidated financial statements.

QHSLab, Inc.) (the ~~"Company", "We"~~“Company” or the ~~"Registrant"~~“Registrant”) was incorporated in Delaware on September 1, 1983. ~~Prior to ceasing its operations in 2002,~~In 2019, the Company ~~was~~became engaged in ~~the research, development~~value-based healthcare, informatics and ~~production of bio-pharmaceutical products.~~algorithmic personalized medicine including digital therapeutics, behavior based remote patient monitoring, chronic care and preventive medicine. On September ~~19, 2002, the Registrant filed for bankruptcy under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court Eastern District of New York. On November 4, 2005,~~23, 2021, the Company ~~emerged~~changed its state of incorporation from ~~Bankruptcy Court. On August 13, 2010, the Company's sole officer/director transferred and assigned his control stock position~~Delaware to ~~an unrelated third party but remained as the Company's sole executive officer/director.~~Nevada. On April ~~14, 2015,~~19, 2022, the Company ~~incorporated~~changed its name to QHSLab, Inc.

The Company is a ~~wholly-owned subsidiary in Delaware (USA Equities Trust, Inc.~~medical device technology and software-as-a-service (“SaaS”) ~~for the purpose of acquiring real estate.~~company focused on enabling primary care physicians (“PCP’s”) to increase their revenues by providing them with relevant, value-based tools to evaluate and treat chronic disease as well as provide preventive care through reimbursable procedures.

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, has negative operational cash flows and ~~has no revenues. The future~~only began recognizing revenues in the fourth quarter of ~~the Company is dependent upon Management's success in its efforts and limited resources to pursue and effect a business combination.~~fiscal 2020. These conditions raise substantial doubt about the ~~Company's~~Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. However, access to such funding may not be available on commercially reasonable terms, if at all. These condensed consolidated financial statements do not include any adjustments that might ~~arise from this uncertainty.~~be necessary if the Company is unable to continue as a going concern.

The ~~Financial Statements~~condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of ~~America.~~America (“U.S. GAAP”). In the opinion of management, the accompanying ~~audited~~unaudited condensed consolidated financial statements include all adjustments, consisting of only normal recurring accruals, necessary for a fair statement of financial position, results of operations, and cash flows. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and the accompanying notes included in our Annual Report on Form ~~10-K~~10- K for the year ended December 31, ~~2015.~~ 2022.

The accounting policies are described in the ~~"Notes~~“Notes to the Consolidated Financial ~~Statements"~~Statements” in the ~~2015~~2022 Annual Report on Form 10-K and updated, as necessary, in this Form 10-Q. The year-end balance sheet data presented for comparative purposes was derived from audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States. The results of operations for the ~~three-months~~three and six months ended ~~March 31, 2016 and 2015~~June 30, 2023 are not necessarily indicative of the operating results for the full year or for any other subsequent interim period.

Certain reclassifications were made to the prior condensed consolidated financial statements to conform to the current period presentation. There was no change to the previously reported net loss.

Use of Estimates: The preparation of condensed consolidated financial statements in conformity with ~~generally accepted accounting principles~~U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial ~~statement~~statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.

: The condensed consolidated financial statements include the accounts of ~~USA Equities Corp~~QHSLab, Inc. and ~~as of April 14, 2015, the accounts of~~ its wholly owned ~~subsidiary USA Equities Trust,~~subsidiaries USAQ Corporation, Inc., and Medical Practice Income, Inc. All significant inter-company balances and transactions have been eliminated.

Certain reclassification was made to previously reported amounts in the accompanying financial statements and notes to make them consistent with the current presentation format. The Company reclassified its two convertible notes from current liabilities to long-term liabilities.

For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. Cash and cash equivalents are maintained at banks believed to be stable, occasionally at amounts in excess of federally insured limits, which represents a concentration of credit risk. The Company has not experienced any losses on deposits of cash and cash equivalents to date.

~~Fair Value~~Accounts Receivable: The Company extends unsecured credit to its customers on a regular basis. Management monitors the payments on outstanding balances and adjusts the reserve for uncollectible balances to represent future expected credit losses over the life of ~~Financial Instruments:~~the receivables based on past experience, current information and forward-looking economic considerations. The Company controls its credit risk related to accounts receivable through credit approvals and monitoring. The Company had no customers that generated 10% or more of its revenue during the six month periods ended June 30, 2023 and 2022. As of June 30, 2023, one customer comprised greater than 10% of the outstanding accounts receivable balance at 11.9%. As of June 30, 2022, there were no customers that comprised greater than 10% of the outstanding accounts receivable.

Inventories: Inventories are stated at the lower of cost or estimated net realizable value, on a first-in, first-out, or FIFO, basis. The Company uses actual costs to determine its cost basis for inventories. Inventories consist of only finished goods.

Capitalized Software Development Costs: Software development costs for internal-use software are accounted for in accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software. Development costs that are incurred during the application development stage begin to be capitalized when two criteria are met: (i) the preliminary project stage is completed and (ii) it is probable that the software will be completed and used for its intended function. Capitalization ceases once the software is substantially complete and ready for its intended use. Costs incurred during the preliminary project stage of software development and post-implementation operating stages are expensed as incurred. Amortization is calculated on a straight-line basis over the remaining economic life of the software (typically three to five years) and is included in expenses on the condensed consolidated statements of operations once amortization begins.

The estimated useful lives of software are reviewed at least annually and will be tested for impairment whenever events or changes in circumstances occur that could impact the recoverability of the assets.

Capitalized software development costs for internal-use software totaled $223,390 as of June 30, 2023 and December 31, 2022. The Company completed testing of its internally-developed software application (“QHSLab platform”) at the end of the first quarter of 2022 and began to amortize the capitalized expenses on a straight-line basis over the useful life of the software. During the three month periods ended June 30, 2023 and 2022 there was $18,616 and $18,615 of amortization recognized, respectively. During the six month periods ended June 30, 2023 and 2022 there was $37,232 and $18,615of amortization recognized, respectively. There were noimpairments recognized during the six month period ended June 30, 2023 and the year ended December 31, 2022.

Intangible Assets: Intangible assets represent the value the Company paid to acquire assets including a trademark, patent and web domain on June 23, 2021. The allocation of the purchase price to each of these assets was determined based on ASC ~~#825, "Disclosures about Fair Value~~805-50-30, Business Combination, Related Issues, Initial Measurement. These assets are accounted for in accordance with ASC 350-30, Intangibles, General Intangibles Other Than Goodwill. The cost of ~~Financial~~the assets is amortized over the remaining useful life of the assets as follows:

The estimated useful lives and carrying value of the assets are reviewed at least annually or whenever events or circumstances may result in an impact to the value of the assets.

Convertible Notes Payable: The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under Accounting Standards Update No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments~~" requires disclosure~~ and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including certain convertible instruments and contracts on an entity’s own equity. ASU 2020-06 removes the separation models required for convertible debt with cash conversion features and convertible instruments with beneficial conversion features. It also removes certain settlement conditions that were required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation for convertible instruments. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value ~~information about financial instruments. Fair~~of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt.

Revenue Recognition: Pursuant to ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Company recognizes revenue upon transfer of control of goods, in an amount that reflects the consideration that is expected to be received in exchange for those goods. The Company does not allow for the return of products and therefore does not establish an allowance for returns.

To determine the revenue to be recognized for transactions that the Company determines are within the scope of ASC 606, the Company follows the established five-step framework as follows:

The Company sells allergy diagnostic-related products and immunotherapy treatments to physicians. Revenue is recognized once the Company satisfies its performance obligation which occurs at the point in time when title and possession of products have transitioned to the customer, typically upon delivery of the products.

The Company also generates revenue through Software-as-a-Service (“SaaS”) agreements whereby the Company provides physicians’ practices access to its proprietary internally-developed software that provides clinical decision support and patient monitoring. The agreements provide for either monthly or annual access to the software. The access to the system begins immediately and revenue is recognized over the agreement term.

The Company provides administrative, billing and support services utilizing the Company’s internally-developed software. Revenue is recognized each month based on actual services provided during that month.

There are several practical expedients and exemptions allowed under ASC 606 that impact timing of revenue recognition and disclosures. The Company elected to treat similar contracts as a portfolio of contracts, as allowed under ASC 606. The contracts that fall within the portfolio have the same terms and management has the expectation that the result will not be materially different from the consideration of each individual contract.

Research and Development: Research and development expense is primarily related to developing and improving methods related to the Company’s SaaS platform. Research and development expenses are expensed when incurred. For the three months ended June 30, 2023 and 2022, there was $60,522 and $58,615 of research and development expenses incurred, respectively. For the six months ended June 30, 2023 and 2022, there was $124,070 and $87,593 of research and development expenses incurred, respectively.

Stock-based Compensation: The Company applies the fair value ~~estimates discussed herein are~~method of ASC 718, Share Based Payment, in accounting for its stock-based compensation. The standard states that compensation cost is measured at the grant date based ~~upon certain~~on the fair value of the award and is recognized over the service period, which is usually the vesting period. The Company values stock-based compensation at the market ~~assumptions~~price for the Company’s common stock and other pertinent information available to management as of March 31, 2016. These financial instruments include accounts payable and accrued expenses. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values.factors at the grant date.

Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed using the weighted average number of common and dilutive equivalent shares outstanding during the period. Dilutive common equivalent shares consist of options and warrants to purchase common stock (only if those options and warrants are exercisable and at prices below the average share price for the period) and shares issuable upon the conversion of issued and outstanding preferred stock. Due to the net losses reported, dilutive common equivalent shares were excluded from the computation of diluted loss per share, as inclusion would be anti-dilutive for the periods presented. There were no common equivalent shares required to be added to the basic weighted average shares outstanding to arrive at diluted weighted average shares outstanding as of ~~March 31, 2016~~June 30, 2023 or ~~2015.~~2022.

The Company accounts for income taxes in accordance with ASC ~~#740, "Accounting~~740, Accounting for Income Taxes," which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.

ASC 740 also clarifies the accounting for uncertainty in tax positions. This guidance prescribes a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed "more-likely-than-not" to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. There are no uncertain tax positions taken by the Company on its tax returns. Tax years subsequent to 2005 remain open to examination by U.S. federal and state tax jurisdictions.

~~Management of the Company is not aware of any additional needed liability for unrecognized tax benefits at March 31, 2016~~ The Company has net operating losses of ~~about $1,195,177,~~$3,814,178 which begin to expire in ~~2026.~~2027. Future utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change ~~limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions.~~limitations. The annual limitation may result in the expiration of NOL and tax credit carry-forwards before full utilization.

In ~~August 2014,~~June 2016, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued ASU ~~2014-15, Disclosure~~2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of ~~Uncertainties about~~Credit Losses on Financial Instruments (“ASU 2016-13”), which supersedes current guidance by requiring recognition of credit losses when it is probable that a loss has been incurred. ASU 2016-13 requires the establishment of an ~~Entity's Ability~~allowance for estimated credit losses on financial assets including trade and other receivables based on historical information, current information and reasonable and supportable forecasts, at each reporting date. The new standard may result in earlier recognition of allowances for losses on trade and other receivables and other contractual rights to Continue as a Going Concern ("ASU 2014-15"), an amendment to FASB Accounting Standards Codification ("ASC") Topic 205, Presentation of Financial Statements. This update provides guidance on management's responsibility in evaluating whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. This ASU 2014-15 is effective for annual periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted.receive cash. The Company ~~provides~~adopted ASU 2016-13 as of January 1, 2023, and the ~~disclosures required by ASU 2014-15.~~

~~There were no other new accounting pronouncements that had~~adoption did not have a ~~significant~~material impact on the ~~Company's operating~~Company’s unaudited interim condensed consolidated financial statements and related disclosures.

This Quarterly Report on Form 10-Q does not discuss recent pronouncements that are not anticipated to have a current and/or future impact on or are unrelated to the Company’s financial condition, results of operations, cash flows or ~~financial position.~~disclosures.

~~Common shares issued~~Accounts receivable is recorded in the condensed consolidated balance sheets when customers are invoiced for revenue to ~~acquire future interest~~be collected and there is an unconditional right to receive payment. Timing of revenue recognition may differ from the timing of invoicing customers resulting in ~~real estate~~

~~On July 31, 2015,~~deferred revenue until the Company ~~through,~~satisfies its ~~Delaware wholly-owned subsidiary, USA Equities Trust, Inc., entered into~~performance obligation.

Accounts receivable is presented net of an ~~Asset Purchase Agreement (the "APA") with a formerly unaffiliated third party, Green US Builders, Inc. (the "Seller"), a Delaware corporation,~~allowance for doubtful accounts. During the ~~purchase~~year ended December 31, 2022, the Company established an allowance for doubtful accounts that represents future expected credit losses over the life of ~~a commercial property located in Bridgeport. At~~the receivables based on past experience, current information and forward-looking economic considerations. The beginning and ending balances of accounts receivable, net of allowance, are as follows:

On April 21, 2023, 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. The shares have been carried as a common stock subscription receivable December 31, 2015.

~~On February 1, 2016, the Company and the Seller~~ entered into a fixed-fee short-term loan with its merchant bank and received $162,000 in loan proceeds. The loan is repaid by the merchant bank withholding an ~~Asset Purchase Agreement, as Amended, (the "Amendment"), which provided that the Seller had until March 31, 2016 to replace the asset with a property~~agreed-upon percentage of ~~equal value, unless the Company and the Seller mutually agreed to extend the Amendment beyond March 31, 2016. In May 2016, the Company determined not to extend the Amendment and the board of directors~~payments they process on behalf of the Company ~~approved~~with a minimum of $20,538 paid every 60 days. The loan payable is due in October 2024. As of June 30, 2023, the ~~cancellation~~loan balance is $112,497 and is all recorded in current liabilities based on the minimum payments due. The prior fixed-fee short-term loan with the same merchant bank had a balance of $93,146 as of December 31, 2022 and was paid in full during the second quarter 2023.

Convertible notes payable at June 30, 2023 and December 31, 2022, consist of the ~~2.4 million shares and the certificate evidencing these shares were returned to the transfer agent for cancellation and canceling the common stock subscription receivable at March 31, 2016.~~following:

~~On October 2, 2009, we~~Note 1 – Effective May 7, 2021, the Company issued a ~~convertible promissory with a current~~Convertible Promissory Note in the principal amount of ~~$73,500~~$100,000 to ~~our sole officer/director.~~a shareholder (Note 1). The ~~note~~Note bears interest at the rate of ~~12%~~10% per annum ~~until paid or the note~~with an initial maturity on September 30, 2022 (the “Maturity Date”) at which date all outstanding principal and accrued and unpaid interest became due and payable. On October 1, 2022, the Maturity Date of Note 1 was extended to December 31, 2023. The Company may satisfy the Note upon maturity or Default, as defined, by the issuance of common shares at a conversion price equal to the greater of a 25% discount to the 15-day average market price of the Company’s common stock or $0.50. The principal and interest accrued are convertible at any time through the maturity date of December 31, 2023 at the option of the holder using the same conversion calculation. As of June 30, 2023 and December 31, 2022, this note had $21,480 and $16,521, respectively, of accrued interest, which is included within other current liabilities on the condensed consolidated balance sheets.

Note 2 – Effective August 10, 2021, the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which it issued to the investor an Original Issue Discount Secured Convertible Promissory Note (the “Note”) in the principal amount of $806,000 and warrants to purchase 930,000 shares of the Company’s common stock for aggregate consideration of $750,000. In addition, pursuant to the Purchase Agreement the Company entered into a Registration Rights Agreement with the investor.

The principal amount of the Note and all interest accrued thereon was initially payable on August 10, 2022, and is secured by a lien on substantially all of the Company’s assets. The Note provides for interest at the rate of 5% per annum, payable at maturity, and is convertible into common stock at a price of $0.65 per share. In addition to customary anti-dilution adjustments upon the occurrence of certain corporate events, the Note provides, subject to certain limited exceptions, that if the Company issues any common stock or common stock equivalents, as defined in the Note, at a per share price lower than the conversion price then in effect, the conversion price will be reduced to the per share price at which such stock or common stock equivalents were sold.

On November 11, 2021, 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 the Company’s common stock at a price of $0.65 per share.

The 930,000 Warrants are initially exercisable for a period of three years at a price of $1.25 per share, subject to customary anti-dilution adjustments upon the occurrence of certain corporate events as set forth in the Warrant. The shares issuable upon conversion of the Note and exercise of the Warrants are to be registered under the Securities Act of 1933, as amended, for resale by the investor as provided in the Registration Rights Agreement. The Warrants may be exercised by means of a “cashless exercise” if at any time the shares issuable upon exercise of the Warrant are not covered by an effective registration statement.

As a result of the issuance of a $440,000 Original Issue Discount Secured Convertible Promissory Note effective July 19, 2022, (Note 3) convertible into shares of the Company’s common stock at a price of $0.20 per share, the price at which the $806,000 Note may be converted into shares of the ~~Company's~~Company’s common stock has been reduced to $0.20 per share. On July 27, 2022, Mercer Fund converted $50,000 of the principal amount of the $806,000 Note into 250,000 shares of the Company’s common stock at a ~~conversion~~ price of ~~$0.001.~~$0.20 per share.

On October 17, 2022, and again on July 27, 2023, the Company received notice from the manager of Mercer Fund of its agreement to forebear from the exercise of any rights it might have as a result of any defaults under the $806,000 Note and the related documents between the Company and the Mercer Fund, provided that the Mercer Fund reserved all of its rights under such agreements. The ~~maturity date~~$806,000 Note continues to accrue interest at 5%.

As of June 30, 2023, all original issue discount and debt issuance costs, including the allocated relative fair value of the ~~note~~Warrants, have been recognized. The remaining principal balance of $706,000, along with associated interest, is recorded with current liabilities on the Company’s condensed consolidated balance sheets. As of June 30, 2023, the $806,000 Note had $69,676 of accrued interest, total unamortized debt issuance costs of $0, including the Warrant and the remaining discount. As of December 31, ~~2017. As~~2022, the $806,000 Note had $52,171 of ~~March 31, 2016~~accrued interest, total unamortized debt issuance costs of $0, including the Warrant and ~~December 31, 2015, this note had $58,913 and $56,714, respectively, in accrued interest.~~the remaining discount.

Note 3 – Effective July 19, 2022, the Company entered into a Securities Purchase Agreement with Mercer Fund pursuant to which it issued ~~a convertible promissory note~~an Original Issue Discount Secured Convertible Promissory Note (the “$440,000 Note”) in the principal amount of ~~$255,681~~$440,000 and warrants to ~~our controlling shareholder.~~ purchase 550,000 shares of the Company’s common stock for aggregate consideration of $400,000. In addition, pursuant to the Purchase Agreement the Company entered into a Registration Rights Agreement with Mercer Fund.

The ~~note bears~~principal amount of the $440,000 Note and all interest accrued thereon was initially payable on July 19, 2023, and are secured by a lien on substantially all of the Company’s assets. The $440,000 Note provides for interest at the rate of 1%5% per annum, ~~until paid or the note~~payable at maturity, and ~~accrued interest~~ is ~~converted~~convertible into ~~shares of the Company's~~ common stock at a price of $0.20 per share. In addition to customary anti-dilution adjustments upon the occurrence of certain corporate events, the $440,000 Note provides, subject to certain limited exceptions, that if the Company issues any common stock or common stock equivalents, as defined in the $440,000 Note, at a per share price lower than the conversion price then in effect, the conversion price will be reduced to the per share price at which such stock or common stock equivalents were sold.

The $440,000 Note provides for various events of ~~$0.25~~default similar to those provided for in similar transactions, including the failure to timely pay amounts due thereunder. The $440,000 Note provides further that the Company will be liable to the Mercer Fund for various amounts, including the cost of a buy-in, if the Company shall default in its obligation to register the shares issuable upon conversion of the $440,000 Note for sale by the Mercer Fund under the Securities Act or otherwise fails to facilitate Buyer’s sale of the shares issuable upon conversion of the $440,000 Note as required by the terms of the $440,000 Note.

On July 27, 2023, the Company received notice from the manager of the Mercer Fund, LLC that it agreed to forebear from exercising any rights it might have as a result of any defaults under the Second OID Note and the related documents between the Company and the Fund, provided that it reserved all of its rights.

The 550,000 Warrants are initially exercisable for a period of three years at a price of $0.50 per ~~share. On March 30, 2016,~~share, subject to customary anti-dilution adjustments upon the ~~maturity~~occurrence of certain corporate events as set forth in the Warrant. The shares issuable upon conversion of the $440,000 Note and exercise of the Warrants are to be registered under the Securities Act of 1933, as amended, for resale by the investor as provided in the Registration Rights Agreement. The Warrants may be exercised by means of a “cashless exercise” if at any time the shares issuable upon exercise of the Warrant are not covered by an effective registration statement.

The Registration Rights Agreement requires the Company to file with the Securities and Exchange Commission within 60 days following the closing of the issuance of the $440,000 Note, a registration statement (the “Registration Statement”) with respect to all shares which may be acquired upon conversion of the $440,000 Note and exercise of the Warrant (the “Registrable Securities”) and to cause the Registration Statement to be declared effective no later than 90 days after the date of the issuance of the $440,000 Note, provided, that if the Company is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall cause the Registration Statement to be declared effective on the fifth trading day following the date on which the Company is so notified. The Company is to cause the Registration Statement to remain continuously effective until all Registrable Securities covered by such Registration Statement have been sold, or may be sold pursuant to Rule 144 without the volume or other limitations of such rule, or are otherwise not required to be registered in reliance upon the exemption in Section 4(a)(1) or 4(a)(7) under the Securities Act.

The Company accounts for the allocation of its issuance costs to its Warrants in accordance with ASC 470-20, Debt with Conversion and Other Options. Under this guidance, if debt or stock is issued with detachable warrants, the proceeds need to be allocated to the two instruments using either the fair value method, the relative fair value method, or the residual value method. The Company used the relative fair value at the time of issuance to allocate the value received between the convertible note and the warrants.

The Company estimated the fair value of the Warrants utilizing the Black-Scholes pricing model, which is dependent upon several assumptions such as the expected term of the Warrants, expected volatility of the Company’s stock price over the expected term, expected risk-free interest rate over the expected term and expected dividend yield rate over the expected term. The Company believes this valuation methodology is appropriate for estimating the fair value of warrants. The value allocated to the relative fair value of the Warrants was ~~extended to~~recorded as debt issuance costs and additional paid in capital.

The principal, net of the original issue discount and debt issuance costs, including the allocated relative fair value of the Warrants, which are being recognized over the life of the $440,000 Note, along with associated interest, is recorded with current liabilities on the Company’s condensed consolidated balance sheets. As of June 30, 2023, the $440,000 Note had $20,674 of accrued interest, total unamortized debt issuance costs of $6,701, including the Warrant value, and the remaining discount of $2,411. As of December 31, ~~2017.~~ 2022, the $440,000 Note had $9,764 of accrued interest, total unamortized debt issuance costs of $61,836, including the Warrant value, and the remaining discount of $22,247.

The shares of Series A Preferred Stock have a stated value of $0.25 per share and are initially convertible into shares of common stock at a price of $0.05 per share (subject to adjustment upon the occurrence of certain events). The Series A Preferred Stock does not accrue dividends and ranks prior to the common stock upon a liquidation of the Company. The Series A Preferred Stock votes on all matters brought before the shareholders together with the Common stock as a single class and each share of Series A Preferred Stock has a number of votes, initially 5, equal to the number of shares of preferred stock into which it is convertible as of the record date for any vote.

On December 30, 2021, the Board of Directors of the Company authorized the issuance of 2,644,424 of the Company’s Series A-2 Convertible Preferred Shares to its principal shareholder in satisfaction of multiple previously issued convertible promissory notes with initial principal amounts totaling $286,078 together with all interest accrued thereon.

The shares of Series A Preferred Stock have a stated value of $0.16 per share and are convertible into shares of common stock at a price of $0.16 per share (subject to adjustment upon the occurrence of certain events). The rights of holders of the Company’s common stock with respect to the payment of dividends and upon liquidation are junior in right of payment to holders of the Series A-2 Convertible Preferred Shares. The rights of the holders of the Company’s Series A-2 Preferred Shares are pari passu to the rights of the holders of the Company’s Series A Preferred Shares currently outstanding.

Holders of the Series A-2 Convertible Preferred Stock will vote on an as converted basis with the holders of the Company’s common stock and Series A Preferred Shares as to all matters to be voted on by the holders of the common stock. Each Series A-2 Preferred Share shall be entitled to a number of votes equal to five times the number of shares of common stock into which it is then convertible on the applicable record date.

The Company calculates net loss per common share in accordance with ASC 260, Earnings Per Share. Basic and diluted net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period. The Company’s potentially dilutive shares, which include shares issuable upon exercise or conversion of outstanding common stock options, common stock warrants, and convertible debt have not been included in the computation of diluted net loss per share for the periods ended June 30, 2023 and 2022 as the result would be anti-dilutive.

Schedule of Anti-dilutive Securities Excluded From Calculation of Earning Per Share

During the six-month periods ended June 30, 2023 and 2022, there was $6,000 and $17,841, respectively, in stock-based compensation associated with stock options included in Research and development expense. During the three-month periods ended June 30, 2023 and 2022, there was $0 and $8,921, respectively, in stock-based compensation associated with stock options included in Research and development expense. Additionally, there was expense associated with shares issued for services. During the six-month periods ended June 30, 2023 and 2022, there was $0 and $6,968, respectively, in General and administrative expense associated with shares issued for services. During the three-month periods ended June 30, 2023 and 2022, there was $0 and $3,484, respectively, in General and administrative expense associated with shares issued for services.

There were no options exercised, forfeited or cancelled during the period. During the six month periods ended June 30, 2023 and 2022 there were no options granted.

As of ~~March 31, 2016~~June 30, 2023, all compensation related to the 1,100,000 outstanding options has been recognized. The options were expensed over the vesting period for each Advisor.

Schedule of Options Outstanding and ~~December 31, 2015, this note had $5,707~~Exercisable

Schedule of Warrants Outstanding and ~~$5,069, respectively, in accrued interest.~~Exercisable

~~Due Related Parties:~~ ~~Amounts due to~~Convertible notes payable, related ~~parties consist of: (i) cash advances received from our controlling shareholder, which items totaled $60,219 at March 31, 2016~~party: See Note 7; Preferred Stock, related party: See Note 8.

For the six month period ended June 30, 2023 and ~~$56,410 at~~the year ended December 31, ~~2015;~~2022, the Company did not record a tax provision as the Company did not earn any taxable income in either period and ~~(ii) amounts due to an entity controlled by our CEO and Chairman for SEC compliance services, which totaled $4,500 at March 31, 2016 and $1,500 at December 31, 2015.~~maintains a full valuation allowance against its net deferred tax assets.

On February 9, 2021, the Company entered into a Receivables Purchase and Security Agreement (“Factoring Agreement”) with a Factoring Company. The Factoring Agreement has an initial term of one year and, in accordance with its terms, has been renewed for additional year-long periods.

Under the terms of the agreement, designated receivables are sold for periodic advances of up to $150,000. The Factoring Company retains a reserve of 10% of purchased receivables with the balance available to the Company. Factoring fees begin at 1.8% for the first 30 days a purchased invoice is outstanding and increase the longer an invoice remains outstanding. After 90 days, the Factoring Company has the right to assign the invoice back to the Company. The Factoring Agreement includes minimum average monthly volumes.

As of June 30, 2023, the balance of outstanding invoices that the Factoring Company may assign back to the Company if not collected within 90 days is included in the Company’s Accounts Receivable balance with the amounts received, net of reserves held, included with other current liabilities on the condensed consolidated balance sheets. As of June 30, 2023, the net balance of $340 is a receivable to the Company and is included in the other current assets. The net amount of $3,098 as of December 31, 2022 is included in other current liabilities.

There are no pending or threatened legal proceedings as of ~~March 31, 2016.~~June 30, 2023. The Company has no non-cancellable operating leases.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The ~~Company evaluated its March 31, 2016~~following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our unaudited condensed consolidated financial statements for ~~subsequent events, through May 26, 2016,~~ the ~~date~~three and six months ended June 30, 2023 and 2022 and notes thereto contained elsewhere in this Report, and our annual report on Form 10-K for the twelve months ended December 31, 2022 including the consolidated financial statements ~~were issued.~~and notes thereto contained in such Report. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements. See “Cautionary Note Concerning Forward-Looking Statements.”

We are a medical device technology and software as a service (“SaaS”) company focused on enabling primary care physicians (“PCPs”) to increase their revenues by providing them with relevant, value-based tools to evaluate and treat chronic disease as well as provide preventive care through reimbursable procedures. In ~~May 2016, The Company's board~~some cases, the products we provide our physician clients will enable them to diagnose and treat patients with chronic diseases which they historically have referred to specialists, allowing them to increase their practice revenue. As part of ~~directors ratified~~our mission, we are providing PCPs with the software, training and ~~approved its determination not~~devices necessary to ~~extend~~allow them to treat their patients using value-based healthcare, informatics and algorithmic personalized medicine, including digital therapeutics. Our virtual and point of care solutions also support non face to face clinical decision support and remote patient monitoring, to address chronic care and preventive medicine and are reimbursable to the ~~Asset Purchase Agreement, as Amended (the "Amendment")~~medical practice.

In November 2020, we began shipping AllergiEnd® diagnostic related products and immunotherapy treatments to PCPs in response to their requests based upon courses of treatment recommended for their patients building on the capabilities of QHSLab, our primary SaaS tool. It is estimated, based on the national average payment data for the reimbursement codes for allergy testing and allergen immunotherapy that our PCP customers generated approximately $2,060,950 in revenues utilizing our products during the six months ended 2023, of which $1,547,000 was the result of providing allergy diagnostic tests to patients and approximately $513,950 was the result of providing allergen immunotherapy treatments.

Based on the success of PCPs using our QHSLab allergy diagnostics combined with the products acquired from MedScience, we intend to increase our revenues by charging physicians a monthly subscription fee for the use of QHSLab and soliciting additional PCPs to increase their revenues by using our proven revenue generating QHSLab and AllergiEnd® line of products. We also plan to introduce additional point of care diagnostics and treatments, and digital medicine programs that PCPs can use and prescribe in their practices. In all cases, PCPs will be paid under existing government and private insurance programs, based upon analyses conducted utilizing QHSLab and treatments provided as a result of such analyses.

During March 2020, a global pandemic was declared by the ~~Company effectively: (i) terminated~~World Health Organization related to the ~~Amendment~~rapidly growing outbreak of a novel strain of coronavirus (“COVID-19”). The ultimate impact of the COVID-19 pandemic and the ~~underlying Asset Purchase Agreement; (ii) returned~~responses of governments and individuals to ~~its transfer agent~~ the ~~certificate~~outbreak, such as the movement to work from home, disruptions to supply chains and the attacks on the efficacy of vaccines is highly uncertain and we do not yet know the ~~2.4 million shares issued~~full extent to which the outbreak of COVID-19 will change the way we interact.

COVID-19 has accelerated both the healthcare provider and patient acceptance of virtual care technologies. Many patients are now open to telemedicine, which is excellent, but it’s not the complete solution, as it typically requires a physician’s direct involvement. Regulators and insurance companies have come to recognize what health care technologists have been saying for nearly 15 years, which is that most chronic conditions are better managed with more frequent and short encounters often without a physician’s direct participation, rather than infrequent visits. Health insurers are beginning to recognize that AI enabled digital medicine technologies such as those provided through QHSLab can provide the necessary encounters to foster patient compliance in ~~consideration for~~between visits to a physician leading to better outcomes at reduced costs to the ~~Asset Purchase Agreement for cancellation; and (iii) canceled~~insurer.

Our ability to operate profitably is determined by our ability to generate revenues from the ~~common stock subscription agreement, also effective March 31, 2016. These subsequent events affected the March 31, 2016 financial statements.~~

~~ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION~~ ~~Back to Table of Contents~~

~~Some of the statements contained in this quarterly report of USA Equities Corp., a Delaware corporation discuss future expectations, contain projections~~licensing of our plan of operation or financial condition or state other forward-looking information. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. 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.

~~Overview~~

~~USA Equities Corp, (f/k/a American Biogenetic Sciences, Inc.), a Delaware corporation, is sometimes referred to herein as "we", "us", "our", "Company"~~QHSLab and the ~~"Registrant".~~ ~~The Company's Board~~sale of ~~Directors approved~~diagnostic related products and treatment protocols and 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~~provision 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 sufficientservices through our QHSLab. Currently, we are generating revenues from ~~operations~~the sale of AllergiEnd® diagnostic related products and immunotherapy treatments. Our ability to ~~fund its operating expenses.~~

~~On September 19, 2002,~~generate a profit from these sales is determined by our ability to increase the ~~Registrant filed a petition under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern District~~number 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, the convertible note to our sole officer/director was formally assigned to our controlling shareholder. See Note 4 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. Rubinphysicians using these products. We will continue to ~~serve~~upgrade QHSLab in an effort to increase the number of products sold based upon the services it can provide and for which we are able to charge a fee for its use. For example, we recently introduced a tool to enable PCPs to quickly assess functional status and recovery from COVID-19 and to provide PCPs with baseline data relating to measuring long COVID symptoms, including, but not limited to, shortness of breath, pain, fatigue, muscle weakness, memory loss, depression, and anxiety as well as a range of functional limitations, such as changes in lifestyle, work, sports, and social activities.

While our revenues are largely determined by the ~~Registrant's chief executive officer~~volume of services and ~~as chairman of the board of directors.~~

The Company's principal business objective is to seek a business combination with an operating company. We intend to use the Company's limited personnel and financial resources in connection with such activities. The Company will utilize its capital stock, debt or a combination of capital stock and debt, in effecting a business combination. It may be expected that entering into a business combination will involve the issuance of restricted shares of capital stock.

~~On April 17, 2015, the Company organized a Subsidiary, in Delaware for the purpose of acquiring real estate. To date, the control shares have not yet been issued.~~

On July 31, 2015, the Company through its Delaware 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 (the "Property") consisting of five retail stores and five apartments. At the end of October 2015, 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~~products delivered and the ~~Seller entered into an Asset Purchase Agreement, as Amended, (the "Amendment"),~~prices at which ~~provided that~~such services and products are sold, our costs are determined by a number of factors. The principal factors impacting our costs are the ~~Seller had until March 31, 2016~~cost of improvements to ~~replace~~QHSLab, the ~~asset with~~costs of products sold to PCPs, marketing expenses to recruit new PCPs and introduce new products and financing costs. As our business grows, these costs should be spread over a ~~property~~wider base of ~~equal value, unless the Company~~PCPs leading to a reduction in costs per sale and, ~~the Seller mutually agreed~~helping to extend the Amendment. In May 2016, the Company's board of directors determined not to extend the Amendment beyond the March 31, 2016 date and the board of directors of the Company ratified and approved the: (i) termination of the Amendment and the underlying Asset Purchase Agreement; (ii) return to the transfer agent of the certificate evidencing the 2.4 million shares for cancellation; and (iii) cancellation of the common stock subscription receivable, effective at March 31, 2016.increase our gross margin.

Results of Operations during the three ~~month~~and six months ended ~~March 31, 2016~~June 30, 2023 as compared to the three and six months ended ~~March 31, 2015~~June 30, 2022

~~We have~~

Revenues

During the fourth quarter of 2020 we began to sell the AllergiEnd® Products, consisting of AllergiEnd® Allergy Diagnostics and Allergen Immunotherapy treatments, to physicians. During the second quarter of 2022, we began to enter into SaaS subscription agreements to provide physicians with access to our proprietary internally-developed QHSLab platform software that provides clinical decision support and patient monitoring for numerous chronic conditions seen in primary care settings including allergy, asthma, mental health, obesity and long COVID for example. During the fourth quarter of 2022, we began entering into Integrated Service Program agreements to provide physicians’ offices with agreed-upon administrative, billing and support services utilizing our QHSLab platform software.

For the three months ended June 30, 2023, we generated revenues of $404,769 compared to $350,816 of revenues for the period ended June 30, 2022. Revenues in the second quarter of 2023 were primarily driven by sales of Allergy Diagnostic Kits of $192,319 and Immunotherapy Treatment services of $105,296 as we continued to expand the roll-out of our product lines and customer base. At the end of the second quarter of 2022, we launched our Subscription Revenue line. For the three months ended June 30, 2023, we generated $18,951 of revenues compared to $1,375 for the three months ended June 30, 2022. During the end of 2022, we also initiated the Integrated Service Program product line that did not ~~generated any revenues~~exist during the ~~periods~~second quarter of 2022. During the second quarter of 2023, this new service generated revenue of $78,737.

For the six months ended ~~March 31, 2016~~June 30, 2023, we generated revenues of $757,568 compared to $706,146 of revenues for the period ended June 30, 2022. Revenues in the first half of 2023 were primarily driven by sales of Allergy Diagnostic Kits of $387,826 and ~~2015. We have operating~~Immunotherapy Treatment services of $198,770 as we continued to expand the roll-out of our product lines and customer base. At the end of the second quarter of 2022, we launched our Subscription Revenue line. For the six months ended June 30, 2023, we generated $39,412 of revenues compared to $1,375 for the six months ended June 30, 2022. During the end of 2022, we also initiated the Integrated Service Program product line that did not exist during the most of 2022. During the first half of 2023, this new service generated revenue of $113,204.

Our revenues consisted of the following:

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Allergy Diagnostic Kit Sales	$	192,319	$	224,317	$	387,826	$	427,911
Immunotherapy Treatment Sales		105,296		110,716		198,770		252,722
Subscription Revenue		18,951		1,375		39,412		1,375
Integrated Service Program		78,737		-		113,204		-
Training Revenue		-		4,100		-		4,100
Shipping and handling		9,466		10,308		18,356		20,038
Total revenue	$	404,769	$	350,816	$	757,568	$	706,146

Cost of Revenues and Gross Profit

Cost of revenues consists of the cost of the AllergiEnd® test kits and allergen immunotherapy pharmacy prepared treatment sets, shipping costs to our customers as well as labor expenses directly related to ~~general~~product sales and ~~administrative expenses being~~the amortization of our capitalized software

For the three months ended June 30, 2023 and 2022, cost of revenues was $177,941 and $180,608, respectively.

The Company generated a ~~public company and interest expenses. We incurred $13,597 in net loss due to expenses consisting~~gross profit of ~~general and administrative expenses of $10,760 and interest expenses of $2,837~~$226,828 during the three months ended ~~March 31, 2016 as~~June 30, 2023 compared to ~~a net loss of $10,577 due~~$170,208 for the three months ended June 30, 2022. Gross margin improved to ~~expenses consisting of general and administrative expenses of $7,738 and interest expenses of $2,839~~56.0% for the quarter compared to 48.5% during the three months ended ~~March 31, 2015.~~

~~Our general~~June 30, 2022.

For the six months ended June 30, 2023 and ~~administrative~~2022, cost of revenues was $343,398 and $347,249, respectively.

The Company generated a gross profit of $414,170 during the six months ended June 30, 2023 compared to $358,897 for the six months ended June 30, 2022. Gross margin increased from 50.8% gross margin during the six months ended June 30, 2022 to 54.7% during the six months ended June 30, 2023. The increase in gross margin for both the three and six-month periods ended June 30, 2023 was attributable to a combination of changes in the product mix and improved cost structure since the acquisition of intangible assets from MedScience during the quarter ended June 30, 2021.

As we continue to introduce new products at an early stage in our development cycle, the gross margins may vary significantly between periods, due, among other things, to differences among our customers and products sold, customer negotiating strengths, and product mix.

Sales and Marketing

Sales and marketing expenses ~~increased by $3,022 or 29% during~~consist primarily of costs associated with selling and marketing our products to PCPs, principally ongoing sales efforts to recruit new PCPs and maintain our relationships with PCPs already using our software and products. These expenses include employee compensation and costs of consultants. For the three months ended ~~March 31, 2016 as~~June 30, 2023, sales and marketing expenses totaled $128,084 compared to $119,772 for the three months ended June 30, 2022.

For the six months ended June 30, 2023, sales and marketing expenses totaled $252,036 compared to $233,067 for the six months ended June 30, 2022.

The increases in sales and marketing expenses for the period ended June 30, 2023 compared to the same period in 2022 relates primarily to the ~~prior year due to~~increase in payroll-related expenses associated with our internal sales and marketing personnel as well as an increase in ~~professional fees.~~

~~Liquidity and Capital Resources~~

~~We will use our limited personnel and financial resources~~marketing spend in connection with ~~seeking new business opportunities, including seeking an acquisition or merger with an operating company. It may be expected that entering into~~the launch of the Integrated Service Program and Subscription Revenue products. We expect our sales and marketing expenses to increase as we seek to build our customer base and launch additional products. Nevertheless, if we are successful in onboarding a ~~new business opportunity or business combination will involve the issuance of a substantial~~sufficient number of ~~restricted shares~~PCPs and maintaining our relationships with these PCPs once they begin to distribute our products, selling and marketing expenses could decrease as a percentage of ~~common stock. If such additional restricted shares~~revenues, though we may increase our marketing efforts as funds become available.

General and Administrative

General and administrative expenses consist primarily of ~~common stock are issued, our shareholders will experience~~costs associated with operating a ~~dilution~~business including accounting, legal and management consulting fees.

For the three months ended June 30, 2023, general and administrative expenses totaled $55,950, a decrease of $68,143, compared to $124,093 for the three months ended June 30, 2022.

For the six months ended June 30, 2023, general and administrative expenses totaled $158,522 a decrease of $55,086, compared to $213,608 for the six months ended June 30, 2022.

The decrease is primarily due to decreased fees associated with legal, investor relations and management consulting services combined with a decrease in ~~their ownership interest~~bad debt expense following the creation of the bad debt reserve in the ~~Registrant. If~~second quarter of 2022.

Research and Development

Research and development (“R&D”) includes expenses incurred in connection with the research and development of our medical device technology solution, including software development. R&D costs are expensed as they are incurred.

For the three months ended June 30, 2023, R&D expenses totaled $60,522 which is an increase of $1,907 compared to $58,615 for the three months ended June 30, 2022.

For the six months ended June 30, 2023, R&D expenses totaled $124,070 which is an increase of $36,477 compared to $87,593 for the six months ended June 30, 2022.

The increases in R&D expenses for the three and six months ended June 30, 2023, as compared to the respective periods of 2022 were driven by the completion of testing of our QHSLab platform software at the end of the first quarter of 2022. As a result, the spending on development is no longer being capitalized as the software is now in post-implementation stages. Any future development that may result in substantial ~~number~~enhancements or additional functionality for all users will be considered for capitalization as appropriate. We expect that our R&D expenses will increase as we invest in and expand our operations and further develop new products and services as part of ~~restricted shares are~~the Company’s growth strategy.

Other Income and Expense

For the three months ended June 30, 2023, interest expense decreased by $57,195 to $71,890 from $129,085 for the three months ended June 30, 2022. For the six months ended June 30, 2023, interest expense decreased by $112,555 to $143,687 from $256,242 for the six months ended June 30, 2022.

The decrease was due to timing of the amortization of debt issuance costs including legal fees and warrants issued in connection with certain of our convertible notes payable. Interest expense during the first half of 2023 included interest on the outstanding debt as well as the amortization of debt issuance costs including legal fees and warrants issued in connection with the second Mercer note issued in July 2022 (“Second OID Note”) which was lower than the amortization of debt issuance costs including legal fees and warrants issued in connection with the first Mercer note issued in August 2021 (“First OID Note”) to purchase assets related to our AllergiEnd® products. The amortization of those costs, which are non-cash expenses, during the quarter ended June 30, 2023 totaled $27,719, or 39% of interest expense during the quarter while the amortization of those costs during the quarter ended June 30, 2022 totaled $83,964, or 65% of interest expense for the quarter. These costs for the six months ended June 30, 2023 totaled $55,134, or 38% of interest expense and $167,005, or 65% of the interest expense during the six months ended June 30, 2022.

Other income for the three and six months ended June 30, 2023 totaled $919 and related to the redemption of awards on a ~~business combination,~~credit card. There was no other income in the comparative periods of 2022.

Liquidity and Capital Resources

Liquidity is a ~~change in control may be expected~~measure of a company’s ability to ~~occur.~~

generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. On ~~March 31, 2016,~~June 30, 2023, we had nocurrent assets totaling $249,715, including $108,847 of cash, $101,687 of accounts receivable, $34,851 of inventory, and $4,330 related to prepaid expenses and other current assets. WeAt such date we had total current liabilities of ~~$144,696~~$2,065,339 consisting of ~~$19,857~~$202,617 in accounts payable, ~~accrued expenses~~$141,378 in other current liabilities and $1,721,344 representing the balance of ~~$64,620, $60,219 in advances from~~outstanding loans and ~~accruals due to related. As of March 31, 2016, we had~~convertible notes. There were no long-term liabilities as the balance of ~~$329,181 consisting of two convertible notes.~~loans payable are all in current liabilities.

On December 31, ~~2015,~~2022, we had nocurrent assets totaling $285,578, including $178,694 of cash, $47,734 of net accounts receivable, $51,840 of inventory, and $7,310 related to prepaid expenses and other current assets. WeAt such date we had total current liabilities of ~~$131,099~~$1,706,826 consisting of ~~$12,906~~$85,743 in accounts payable, $116,774 in other current liabilities and $1,504,309 representing the current portions of outstanding loans and convertible notes. Our long-term liabilities balance of $174,382 is associated with the long-term portion of loans payable.

We used cash of $37,531 and $98,110 in operations during the six-month periods ending June 30, 2023 and 2022, respectively.

During the third quarter of 2021, we issued a promissory note of $750,000 in connection with our acquisition of assets related to our AllergiEnd® products and an Original Issue Discount Secured Convertible Promissory Note in the principal amount of $806,000 (the “First OID Note”) along with warrants to purchase 930,000 shares of our common stock (the “Warrants”) for aggregate consideration of $750,000. The acquisition of the assets related to our AllergiEnd® products has enabled us to increase our margins on the sale of these products. The net proceeds of the First OID Note primarily were used to increase our sales and marketing efforts. In July 2022, to supplement our cash on hand, we issued to the holder of the First OID Note an Original Issue Discount Secured Convertible Promissory Note (the “Second OID Note”) in the principal amount of $440,000 and warrants to purchase 550,000 shares of our common stock for aggregate consideration of $400,000. The proceeds of this Note will primarily be used to fulfill our inventory requirements and expand our sales and marketing.

The remaining principal amount of the First OID Note and all interest accrued ~~expenses~~thereon were payable on August 10, 2022, and are secured by a lien on substantially all of ~~$61,783, $56,410~~our assets. The Note continues to accrue 5% interest. As noted above in ~~advances~~July 2022 we issued the Second OID Note in the principal amount of $440,000 to the holder of the First OID Note. As a result of this issuance, the conversion price of the First OID Note was reduced to $0.20 and in 2022, the holder of the First OID Note converted an aggregate of $50,000 of the First OID Note into shares of our common stock, reducing the outstanding balance and interest accrued on the First OID Note.

The principal amount of the Second OID Note and all interest accrued thereon are payable on July 19, 2023, and are secured by a lien on substantially all of our assets. The Note provides for interest at the rate of 5% per annum, payable at maturity, and is convertible into common stock at a price of $0.20 per share. In addition to customary anti-dilution adjustments upon the occurrence of certain corporate events, similar to the First OID Note, the Second OID Note provides, subject to certain limited exceptions, that if we issue any common stock or common stock equivalents, as defined in the Note, at a per share price lower than the conversion price then in effect, the conversion price will be reduced to the per share price at which such stock or common stock equivalents were sold. The remaining terms and conditions of the Second OID Note including the events of default are substantially identical to those of the First OID Note.

The 550,000 Warrants are initially exercisable for a period of three years at a price of $0.50 per share, subject to customary anti-dilution adjustments upon the occurrence of certain corporate events as set forth in the Warrant. The shares issuable upon conversion of the Note and exercise of the Warrants are to be registered under the Securities Act of 1933, as amended, for resale by the investor as provided in the Registration Rights Agreement. The Warrants may be exercised by means of a “cashless exercise” if at any time the shares issuable upon exercise of the Warrant are not covered by an effective registration statement.

On July 27, 2023, the Company received notice from the manager of Mercer Street Global Opportunity Fund, LLC, the holder of the First and ~~accruals due~~Second OID Notes that it agreed to ~~related. As~~forebear from exercising any rights it might have as a result of any defaults under the First OID Note, the Second OID Note and the related documents between the Company and the Fund, provided that it reserved all of its rights.

The Registration Rights Agreement requires the Company to file with the Securities and Exchange Commission within 60 days following the closing of the issuance of the Note, a registration statement (the “Registration Statement”) with respect to all shares which may be acquired upon conversion of the Note and exercise of the Warrant (the “Registrable Securities”) and to cause the Registration Statement to be declared effective no later than 90 days after the date of the issuance of the Note. A registration statement with respect to the shares issuable upon conversion of the Second OID Note and exercise of the 550,000 Warrants was timely filed and has been declared effective.

Plan of Operation and Funding

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We had an accumulated deficit of $3,814,178 at June 30, 2023, generated net losses of $299,282 and $996,001 for the six months ended June 30, 2023 and the year ended December 31, ~~2015,~~2022, respectively, and used cash of $37,531 and $350,994 in operations in these periods. Although we began to generate revenue during the fourth quarter of 2020, we anticipate that we will continue to generate negative cash flow for the immediate future. These factors, among others, raise substantial doubt about our ability to continue as a going concern for a reasonable period of time. Our continuation as a going concern is dependent upon our ability to obtain necessary equity or debt financing and ultimately from generating revenues and positive cash flow to continue operations. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

We expect that working capital requirements will continue to be funded through a combination of our existing funds, further issuances of securities and borrowings, and that we will remain highly leveraged as we seek to expand our business. Our working capital requirements are expected to increase in line with the growth of our business, as we incur marketing expenses and the cost of building an inventory. Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. In the past we have had ~~long-term liabilities of $329,181 consisting of two convertible notes.~~

Weto rely upon our principal shareholder to support our operations. More recently we have financed our ~~negative cash flows~~operations through the proceeds from ~~operations~~private placements of ~~$3,809 during the three months ended March 31, 2016, which was due~~equity and debt instruments issued to ~~a net loss of $13,597 offset by an increase in account payable and accrued expenses of $9,788 through related party borrowings in the same amount.~~

We financed our negative cash flows from operations of $9,738 during the three months ended March 31, 2015, which was due to a net loss of $10,577 offset by an increase in accounts payable and accrued expenses of $839 through related party borrowings in the same amount.

third parties. In connection with our ~~potential~~business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. We intend to finance these expenses by raising additional capital or, when available, borrowing additional funds. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders and could cause the price of our common stock to decrease. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business ~~plan~~endeavors or opportunities, which could significantly and materially restrict our business operations.

Our ability to ~~acquire residential~~obtain funds through the issuance of debt or ~~commercial property,~~equity is dependent upon the state of the financial markets at such time as we may ~~determine to~~ seek to raise ~~funds from~~funds. The state of the sale of restricted stock or debt securities. We have no agreements to issue any debt or equity securities and cannot predict whether equity or debt financing will become available at terms acceptable to us, if at all.

~~Our limited resources~~capital markets may ~~make it difficult to borrow funds or raise capital. To the extent that debt financing ultimately proves to~~ be ~~available, any borrowing will subject us to~~adversely impacted by various risks ~~traditionally associated with indebtedness,~~and uncertainties, including, but not limited to future and current impacts of global events such as COVID-19 and the war in the Ukraine, increases in inflation and other risks ~~of interest rate fluctuations and insufficiency of cash flow to pay principal and interest, including debt of an acquired business.~~detailed in our 2022 Annual Report on Form 10-K.

~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKBack to Table of Contents~~

~~We have not entered into, and do not expect to enter into, financial instruments for trading or hedging purposes.~~

ITEM 4. CONTROLS AND PROCEDURES~~Back to Table of Contents~~

Evaluation of disclosure controls and procedures.

As of ~~March 31, 2016,~~June 30, 2023, the ~~Company's~~Company’s chief executive ~~officer/~~officer who is also our chief financial officer conducted an evaluation regarding the effectiveness of the ~~Company's~~Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange ~~Act.~~Act). Based upon the evaluation of these controls and procedures as provided under the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013), our chief executive officer/chief financial officer concluded that our disclosure controls and procedures were ~~not effective~~ineffective as of the ~~date~~end of ~~filing~~the period covered by this ~~quarterly report due to lack of an oversight committee~~report. Management has identified corrective actions for the weakness and ~~a lack of segregation of duties. Management~~ will ~~consider~~periodically reevaluate the need to add personnel and implement improved review ~~procedures.~~procedures as they can be supported by the growth in our business.

Changes in internal controls.

During the quarterly period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

~~ITEM 1. LEGAL PROCEEDINGSBack to Table of Content~~

~~None.~~

ITEM 1A. RISK ~~FACTORS~~FACTORS.~~Back to Table of Content~~

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1. Description of Business, subheading Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2015,~~2022, which could materially affect our business, financial condition or future results.

~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSBack to Table of Content~~

~~None.~~

~~ITEM 3. DEFAULTS UPON SENIOR SECURITIESBack to Table of Content~~

~~None.~~

~~ITEM 4. MINE SAFETY DISCLOSUREBack to Table of Content~~

~~None.~~

~~ITEM 5. OTHER INFORMATIONBack to Table of Content~~

~~None.~~

ITEM 6. ~~EXHIBITS~~EXHIBITS.~~Back to Table of Content~~

(a) The following documents are filed as exhibits to this report on Form 10-Q or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.


Exhibit No.		Description
~~31.1~~
3.1		Articles of Incorporation (incorporated herein by reference to Exhibit B to the Information Statement on Form 14-C filed June 21, 2021)

3.2		By-Laws ((incorporated herein by reference to Exhibit C to the Information Statement on Form 14-C filed June 21, 2021).

4.1		Certificate of Designation authorizing issuance of Series A Preferred Stock (incorporated herein by reference to Exhibit D to the Information Statement on Form 14-C filed June 21, 2021)

4.2		Certificate of Designation authorizing the issuance of the Series A-2 Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Report on Form 8-K filed December 30, 2021)

31		Certification of CEO ~~pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~
~~31.2~~	~~Certification of~~and CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
~~32.1~~
32		Certification of CEO ~~pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~
~~32.2~~	~~Certification of~~and CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the ~~date~~date indicated.

~~USA Equity Corp.~~

QHSLab, Inc.

By:	/s/ Troy Grogan
	Troy Grogan
	Chief Executive Officer and Chief Financial Officer

Date:	August 10, 2023

~~By: /s/~~ ~~Richard Rubin~~
~~Richard Rubin~~
~~Chief Executive Officer~~
~~(Principal Executive Officer)~~
~~Date: May 26, 2016~~

~~By: /s/~~ ~~Troy Grogan~~
~~Troy Grogan~~
~~Chief Financial Officer~~
~~(Principal Financial and Principal Accounting Officer)~~
~~Date: May 26, 2016~~

~~Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~

~~By: /s/~~ ~~Richard Rubin~~
~~Richard Rubin~~
~~Chairman~~
~~Date: May 26, 2016~~

~~By: /s/~~ ~~Troy Grogan~~
~~Troy Grogan~~
~~Director~~
~~Date: May 26, 2016~~

901 Northpoint Parkway, Suite 302, West Palm Beach, FL		33407

~~40 Wall Street, 28th Floor, New York, NY~~	~~10005~~
(Address of Principal Executive Offices)		(ZIP Code)

Title of Each Class		Trading Symbol(s)		Name of each Exchange on Which Registered
Common Stock, $0.0001 Par Value		USAQ		NA

Condensed Consolidated Balance Sheets ~~- March 31, 2016 (Unaudited)~~– June 30, 2023 (unaudited) and December 31, ~~2015~~2022	35
Condensed Consolidated Statements of Operations -– Three and Six Months Ended ~~March 31, 2016~~June 30, 2023 and ~~2015 (Unaudited)~~2022 (unaudited)	46
Condensed Consolidated Statements of Stockholders’ (Deficit) Equity – Three and Six Months Ended June 30, 2023 and 2022 (unaudited)	7
Condensed Consolidated Statements of Cash Flows ~~- Three~~– Six Months Ended ~~March 31, 2016~~June 30, 2023 and ~~2015 (Unaudited)~~2022 (unaudited)	58
Notes to the Condensed Consolidated ~~Unaudited Interim~~ Financial Statements	9

	June 30, 2023			December 31, 2022
	(Unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	108,847		$	178,694
Accounts receivable, net		101,687			47,734
Inventory		34,851			51,840
Prepaid expenses and other current assets		4,330			7,310
Total current assets		249,715			285,578
Non-current assets:
Capitalized software development costs, net		130,311			167,543
Intangible assets, net		1,468,276			1,504,332
Total assets	$	1,848,302		$	1,957,453
Liabilities and Stockholders’ (Deficit) Equity
Current Liabilities:
Accounts payable	$	202,617		$	85,743
Other current liabilities		141,378			116,774
Loans payable, current portion		484,457			342,391
Convertible notes payable		1,236,887			1,161,918
Total current liabilities		2,065,339			1,706,826
Non-current liabilities:
Loans payable, non-current portion		-			174,382
Total non-current liabilities		-			174,382
Total liabilities		2,065,339			1,881,208

Commitments and contingencies (Note 13)		-			-

Stockholders’ (Deficit) Equity:
Preferred stock, 10,000,000 shares authorized
Preferred stock Series A, $0.0001 par value; 1,080,092 shares issued and outstanding		108			108
Preferred stock Series A-2, $0.0001 par value; 2,644,424 shares issued and outstanding		264			264
Preferred stock, value
Common stock, 900,000,000 shares authorized, $0.0001 par value; 9,315,508 shares issued and outstanding		932			932
Additional paid-in capital		3,595,837			3,589,837
Accumulated deficit		(3,814,178	)		(3,514,896	)
Total stockholders’ (deficit) equity		(217,037	)		76,245
Total liabilities and stockholders’ (deficit) equity	$	1,848,302		$	1,957,453

USA Equities Corp.
(f/k/a American Biogenetic Sciences, Inc.)
Consolidated Balance Sheets
As of March 31, 2016 and December 31, 2015
Back to Table of Contents

		March 31, 2016		December 31, 2015
		(Unaudited)		(audited)
Assets

Total Assets	$	-	$	-

Liabilities and Stockholders' Deficit
Current Liabilities:
Accounts payable - trade	$	19,857	$	12,906
Accrued expenses		64,620		61,783
Advances from and accruals due to related party		60,219		56,410
Total current liabilities		144,696		131,099

Total long-term liabilities		329,181		329,181

Total liabilities		473,877		460,280

Stockholders' Deficit:

Preferred stock, 10,000,000 shares authorized, $0.0001 par value;
none issued and outstanding		-		-
Common stock, 900,000,000 shares authorized, $0.0001 par value;
3,588,740 and 5,988,740 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively		359		599
Additional paid-in capital		720,941		1,368,701
Common stock subscriptions receivable		-		(648,000)
Accumulated deficit		(1,195,177)		(1,181,580)
Total stockholders' deficit		(473,877)		(460,280)
Total liabilities and stockholders' deficit	$	-	$	-

See accompanying notes to unaudited interim consolidated financial statements.

	Item		~~Description~~	~~Page~~
		Description			Page

		PART I - FINANCIAL INFORMATION

ITEM 1.		FINANCIAL STATEMENTS.	3	4

ITEM 2.		~~MANAGEMENT'S~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND ~~PLAN~~RESULTS OF ~~OPERATION.~~OPERATIONS.	8	19
~~ITEM 3.~~		~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~	9
ITEM 4.		CONTROLS AND PROCEDURES.	9	23

		PART II - OTHER INFORMATION

~~ITEM 1.~~		~~LEGAL PROCEEDINGS.~~	10
ITEM 1A.		RISK FACTORS.	10	24
~~ITEM 2.~~		~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.~~	10
~~ITEM 3.~~		~~DEFAULT UPON SENIOR SECURITIES.~~	10
~~ITEM 4.~~		~~MINE SAFETY DISCLOSURE.~~	10
~~ITEM 5.~~		~~OTHER INFORMATION.~~	10
ITEM 6.		EXHIBITS.	10	24

Signatures				25

	Three Months			Three Months			Six Months			Six Months
	Three Months			Three Months			Six Months			Six Months
	Ended			Ended			Ended			Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenue	$	404,769		$	350,816		$	757,568		$	706,146

Cost of revenue		177,941			180,608			343,398			347,249

Gross profit		226,828			170,208			414,170			358,897

Operating expenses:
Sales and marketing		128,084			119,772			252,036			233,067
General and administrative		55,950			124,093			158,522			213,608
Research and development		60,522			58,615			124,070			87,593
Amortization		18,028			18,028			36,056			36,056
Total Operating expenses		262,584			320,508			570,684			570,324

Net operating loss		(35,756	)		(150,300	)		(156,514	)		(211,427	)

Interest expense		(71,890	)		(129,085	)		(143,687	)		(256,242	)
Other income		919			-			919			-
Loss on extinguishment of debt		-			-			-			(2,020	)
Net loss	$	(106,727	)	$	(279,385	)	$	(299,282	)	$	(469,689	)

Basic and diluted net loss per share	$	(0.01	)	$	(0.03	)	$	(0.03	)	$	(0.05	)

Weighted average shares outstanding: (Basic and diluted)		9,315,508			8,797,782			9,315,508			8,815,508

	Shares		Amount		Shares		Amount		Shares		Amount		Compensation			Capital		Deficit			(Deficit)
	Preferred Stock- Series A				Preferred Stock - Series A-2				Common Stock				Unearned Stock			Additional Paid-In		Accumulated			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Shares		Amount		Compensation			Capital		Deficit			(Deficit)
Balance at January 1, 2023		1,080,092	$	108		2,644,424	$	264		9,315,508	$	932	$	-		$	3,589,837	$	(3,514,896	)	$	76,245
Stock-based compensation expense		-		-		-		-		-		-		-			6,000		-			6,000
Net loss		-		-		-		-		-		-		-			-		(192,555	)		(192,555	)
Balance at March 31, 2023		1,080,092	$	108		2,644,424	$	264		9,315,508	$	932	$	-		$	3,595,837	$	(3,707,451	)	$	(110,310	)
Net loss		-		-		-		-		-		-		-			-		(106,727	)		(106,727	)
Balance at June 30, 2023		1,080,092	$	108		2,644,424	$	264		9,315,508	$	932	$	-		$	3,595,837	$	(3,814,178	)	$	(217,037	)

Balance at January 1, 2022		1,080,092	$	108		2,644,424	$	264		8,756,093	$	876	$	(6,968	)	$	3,348,681	$	(2,518,895	)	$	824,066
Shares issued for services		-		-		-		-		-		-		3,484			-		-			3,484
Conversion of notes payable		-		-		-		-		59,415		6		-			27,919		-			27,925
Warrants issued with conversion of notes payable		-		-		-		-		-		-		-			2,020		-			2,020
Stock-based compensation expense		-		-		-		-		-		-		-			8,920		-			8,920
Net loss		-		-		-		-		-		-		-			-		(190,304	)		(190,304	)
Balance at March 31, 2022		1,080,092	$	108		2,644,424	$	264		8,815,508	$	882	$	(3,484	)	$	3,387,540	$	(2,709,199	)	$	676,111
Balance		1,080,092	$	108		2,644,424	$	264		8,815,508	$	882	$	(3,484	)	$	3,387,540	$	(2,709,199	)	$	676,111
Shares issued for services		-		-		-		-		-		-		3,484			-		-			3,484
Stock-based compensation expense		-		-		-		-		-		-		-			8,921		-			8,921
Net loss		-		-		-		-		-		-		-			-		(279,385	)		(279,385	)
Balance at June 30, 2022		1,080,092	$	108		2,644,424	$	264		8,815,508	$	882	$	-		$	3,396,461	$	(2,988,584	)	$	409,131
Balance		1,080,092	$	108		2,644,424	$	264		8,815,508	$	882	$	-		$	3,396,461	$	(2,988,584	)	$	409,131

USA Equities Corp.
(f/k/a American Biogenetic Sciences, Inc.)
Consolidated Statements of Operations
For the Three Months ended March 31, 2016 and 2015
Back to Table of Contents

		Three Months Ended		Three Months Ended
		March 31, 2016		March 31, 2015

Revenue	$	-	$	-

Costs and Expenses:
General and administrative		10,760		7,738
Interest		2,837		2,839
Total general and administrative expenses		13,597		10,577

Net operating loss		(13,597)		(10,577)
Income taxes		-		-
Net loss	$	(13,597)	$	(10,577)

Basic and diluted net loss	$	(0.00)	$	(0.00)

Weighted average shares outstanding (basic and diluted)		5,988,740		1,088,740

See accompanying notes to unaudited interim consolidated financial statements.

USA Equities Corp.
(f/k/a American Biogenetic Sciences, Inc.)
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2016 and 2015
Back to Table of Contents
		Three Months Ended		Three Months Ended
		March 31, 2016		March 31, 2015

Cash flows used by operating activities	$		$
Net loss		(13,597)		(10,577)
Changes in net assets and liabilities:
Increase in accounts payable and accrued expenses		9,788		839
Cash flows used in operating activities		(3,809)		(9,738)

Cash flows from financing activities:
Proceeds of related party borrowings		3,809		9,738
Cash provided by financing activities		3,809		9,738

Change in cash		-		-
Cash - beginning of year		-		-
Cash - end of year	$	-	$	-

See accompanying notes to unaudited interim consolidated financial statements.

U.S. Method Patent	13.4 years

Web Domain	Indefinite life

Trademark	Indefinite life

	(i)	identify the contract(s) with a customer;
	(ii)	identify the performance obligations in the contract(s);
	(iii)	determine the transaction price;
	(iv)	allocate the transaction price to the performance obligations in the contract(s); and
	(v)	recognize revenue when (or as) the Company satisfies a performance obligation.

	June 30, 2023			December 31, 2022
Accounts receivable	$	111,535		$	55,964
Allowance for doubtful accounts		(9,848	)		(8,230	)
Accounts receivable, net	$	101,687		$	47,734

	Estimated Useful Life (in years)		June 30, 2023			December 31, 2022
Capitalized software		3.0	$	223,390		$	223,390
Accumulated amortization				(93,079	)		(55,847	)
Capitalized software, net			$	130,311		$	167,543
Intangible Assets:
U.S. Method Patent		13.4	$	967,500		$	967,500
Web Domain		N/A		161,250			161,250
Trademark		N/A		483,750			483,750
Total Intangible assets			$	1,612,500		$	1,612,500
Accumulated amortization				(144,224	)		(108,168	)
Intangible assets, net			$	1,468,276		$	1,504,332

	June 30, 2023			December 31, 2022
Note 1 – Shareholder	$	100,000		$	100,000
Note 2 – Mercer Note		706,000			706,000
Note 3 – Mercer Note #2		440,000			440,000
Total		1,246,000			1,246,000
Debt discount and issuance costs		(9,113	)		(84,082	)
Total convertible notes payable		1,236,887			1,161,918
Less: current portion		1,236,887			1,161,918
Non-current portion	$	-		$	-

Date Issued	Number Outstanding		Number Exercisable		Exercise Price		Expiration Date
March 12, 2020		500,000		500,000	$	0.40	March 12, 2025
June 27, 2020		150,000		150,000	$	0.40	June 27, 2025
January 1, 2021		450,000		450,000	$	0.65	December 31, 2025
Total		1,100,000		1,100,000

	2023		2022
	Six Months Ended June 30,
	2023		2022
Stock options		1,100,000		1,100,000
Stock warrants		1,494,854		1,026,647
Total shares excluded from calculation		2,660,747		2,126,647
Antidilutive securities		2,660,747		2,126,647