Filed Pursuant to Rule 424(b)(3)

Registration Number 333-259290

Prospectus Supplement No. 1

(to Prospectus dated September 17, 2021)

USA EQUITIES CORP

2,349,938 SHARES OF COMMON STOCK

This Prospectus Supplement No. 1 updates, amends and supplements the information previously included in our prospectus dated September 17, 2021, which we refer to as our prospectus, relating to the offer for sale of an aggregate of 2,349,938 shares of the common stock, par value $0.0001 (the “common stock”) of USA Equities Corp. (“USA Equities,” the “Company,” “we,” “our,” or “us”) by the Selling Stockholders named therein.

This Prospectus Supplement No. 1 incorporates into our prospectus the information contained in our attached Form 8-K, which was filed with the Securities and exchange Commission on October 27, 2021. Any documents, exhibits or information contained in the Form 8-K that have been deemed furnished and not filed pursuant to General Instruction B.2 of Form 8-K or otherwise in accordance with the SEC rules shall not be included in this Prospectus Supplement No. 1. This Prospectus Supplement No. 1 is not complete without and may not be delivered or used except in connection with our prospectus, including all amendments and supplements thereto.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Date of this Prospectus Supplement No. 1 is: October 28, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): October 26, 2021

USA EQUITIES CORP.

(Exact Name of Registrant as Specified in its Charter)

0-19041

(Commission File No.)

Nevada	30-1104301
(State of Incorporation)	(I.R.S. Employer Identification No.)

901 Northpoint Parkway Suite 302 West Palm Beach FL 33407	33407
(Address of Principal Executive Offices)	(ZIP Code)

Registrant’s telephone number, including area code: (929) 379-6503

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	USAQ	OTCMKTS

ITEM 1.01 Entry into a Material Definitive Agreement

On October 26, 2021, the Financial Industry Regulatory Authority (FINRA) advised the Company that it had made the changes to its trading and informational systems to reflect that the domicile of the Company is Nevada as a result of the Reincorporation Merger described below.

On June 3, 2021, Troy Grogan, the record holder of a majority of the votes entitled to be cast, executed a written consent approving an Agreement and Plan of Merger between the Company, USA Equities Corp, a Delaware corporation (“USA Equities Corp-Delaware”) and USA Equities Corp a recently formed Nevada corporation (“USA Equities Corp-Nevada”) and a wholly-owned subsidiary of the Company, pursuant to which the Company was to be merged with and into USA Equities Corp-Nevada, as the surviving entity (the “Reincorporation Merger”). Articles of Merger were filed with the Security of State of Nevada and a Certificate of Merger was filed with the Secretary of State of Delaware effecting the Reincorporation Merger as contemplated by the Agreement and Plan of Merger.

The reincorporation did not result in any change in the OTCQB listing, CUSIP number, business, management, fiscal year, accounting, directors or officers, or assets or liabilities, or location of the executive offices of the Company. In addition, the Company’s common stock will continue to trade on the OTCQB under the symbol “USAQ.” Stockholders are not required to exchange stock certificates for their shares of common stock in connection with the reincorporation since shares in USA Equities Corp-Nevada are deemed to represent an equal number of shares in USA Equities Corp-Delaware. Had FINRA determined not to update its systems, the Company would have rescinded the Reincorporation Merger.

As a result of the Reincorporation Merger, the rights of the Company’s stockholders will be governed by Chapters 78 and 92A (concerning Mergers) of the Nevada Revised Statutes, the Articles of Incorporation of USA Equities Corp-Nevada, Exhibit 3.1 hereto, and the By-Laws of USA Equities Corp-Nevada, Exhibit 3.4 hereto.

Additional information about the Reincorporation Merger and a comparison of the rights of stockholders of the registrant now that the registrant is a Nevada as opposed to a Delaware corporation be found in the USA Equities Corp-Delaware Information Statement filed with the Securities and Exchange Commission on June 21, 2021.

Item 3.03 Material Modification to Rights of Security Holders

Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 5.03. Exhibit 3.1 hereto incorporates the Articles of Incorporation of USA Equities Corp-Nevada and Exhibit 3.4 hereto incorporates the By-Laws of USA Equities Corp-Nevada.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

2.1	Agreement and Plan of Merger (Incorporated by reference to Exhibit A to the Information Statement filed June 21, 2021).
3.1	Articles of Incorporation of USA Equities Corp-Nevada (Incorporated by reference to Exhibit B to the Information Statement filed June 21, 2021)
3.2	Articles of Merger filed with the Secretary of State of Nevada.
3.3	Certificate of Merger filed with the Secretary of State of Delaware.
3.4	By-Laws of USA Equities Corp-Nevada (Incorporated by reference to Exhibit C to the Information Statement filed June 21, 2021)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this current report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: October 28, 2021
USA Equities Corp.
	/s/: Troy Grogan
Name:	Troy Grogan
Title:	CEO and Chairman

Exhibit 3.2

 

 

 

 

 

Exhibit 3.3