QHSLab Swings to Profit on Debt Relief, But 'Going Concern' Looms

TL;DR

**USAQ's 2025 profit is a mirage, fueled by one-time debt gains; the 'going concern' warning means this stock is a speculative gamble at best.**

AI Summary

QHSLab, Inc. (USAQ) reported a net income of $457,417 for the fiscal year ended December 31, 2025, a significant improvement from a net loss of $259,239 in 2024. This profitability was largely driven by a net gain on extinguishment of debt of approximately $666,000. Revenues increased to $2,691,741 in 2025 from $2,131,926 in 2024, representing a 26.2% growth. The company operates a digital health platform for primary care practices to manage behavioral health conditions and offers an allergy diagnostics and treatment service under the AllergiEnd brand. Despite positive cash flows from operations in 2025 and 2024, the company's independent auditors raised a 'going concern' uncertainty due to historical losses and reliance on external financing, including $362,168 in loans and $499,998 from equity issuances in 2025. The CEO has not drawn a salary to support operations. The company faces intense competition in both digital health and allergy diagnostics markets and is subject to evolving healthcare regulations, including potential FDA oversight for its QHSLab services.

Why It Matters

QHSLab's shift to profitability in 2025, albeit aided by debt extinguishment, offers a glimmer of hope for investors in this micro-cap digital health player. However, the 'going concern' warning from auditors underscores significant financial instability, making it a high-risk proposition. For employees, continued reliance on external financing and the CEO's unpaid salary signal potential operational fragility. Customers, primarily independent primary care practices, benefit from QHSLab's integrated digital health and allergy solutions, but the company's long-term viability could impact service continuity. In a competitive landscape dominated by larger players, USAQ's ability to scale and secure sustainable revenue streams is critical for its survival and market relevance.

Risk Assessment

Risk Level: high — The company's independent auditors explicitly raised a 'going concern' uncertainty for QHSLab, Inc. due to historical net losses, including $259,239 in 2024, and a reliance on external financing, such as $362,168 in loans and $499,998 from equity issuances in 2025. While 2025 showed a net income of $457,417, this was largely attributed to a non-recurring $666,000 gain on extinguishment of debt, indicating that operational profitability is not yet sustainable.

Analyst Insight

Investors should approach USAQ with extreme caution, recognizing the significant 'going concern' risk. Await sustained operational profitability, independent of one-time gains, and a clear path to self-sufficiency before considering an investment. Monitor future filings for consistent revenue growth and reduced reliance on debt and equity issuances.

Financial Highlights

revenue

$2,691,741

net Income

$457,417

revenue Growth

+26.2%

Revenue Breakdown

Key Numbers

• $457,417 — Net Income (for the year ended December 31, 2025, compared to a net loss of $259,239 in 2024)
• $666,000 — Net gain on extinguishment of debt (contributed significantly to 2025 net income)
• $2,691,741 — Revenue (for the year ended December 31, 2025, up from $2,131,926 in 2024)
• 26.2% — Revenue Growth (from 2024 to 2025)
• $362,168 — Loans received (in 2025 to support operations)
• $499,998 — Gross proceeds from equity issuance (in 2025 to support operations)
• $1,562,056 — Aggregate market value of common stock held by non-affiliates (as of June 30, 2025)
• $0.21 — Closing price per share (of common stock on June 30, 2025)
• 15,032,788 — Shares of common stock outstanding (as of March 30, 2026)
• 12 — Full-time employees (as of March 30, 2026, all in sales and operations)

Key Players & Entities

• QHSLab, Inc. (company) — digital health company
• USAQ (company) — ticker symbol
• AllergiEnd (company) — allergy diagnostics and treatment brand
• SEC (regulator) — Securities and Exchange Commission
• FDA (regulator) — Food and Drug Administration
• Sarbanes-Oxley Act (regulator) — governing legislation
• Stark Law (regulator) — federal physician self-referral law
• Anti-Kickback Act (regulator) — federal healthcare fraud law
• HIPAA (regulator) — criminal healthcare fraud provisions
• False Claims Act (regulator) — federal healthcare fraud law

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: Independent auditors have raised a 'going concern' uncertainty due to historical losses and reliance on external financing. The company received $362,168 in loans and $499,998 from equity issuances in 2025, and the CEO has not drawn a salary to support operations.
• Intense Competition [medium — market]: QHSLab operates in highly competitive markets for both digital health platforms and allergy diagnostics. This intense competition could impact market share and pricing power.
• Evolving Healthcare Regulations [medium — regulatory]: The company is subject to evolving healthcare regulations, which could impact its business model and operational costs. There is potential for FDA oversight for its QHSLab services.
• Limited Workforce [medium — operational]: As of March 30, 2026, the company has only 12 full-time employees, all in sales and operations. This small team size could pose challenges for scaling operations and managing growth effectively.

Industry Context

QHSLab operates in two competitive sectors: digital health for primary care practices and allergy diagnostics. The digital health market is characterized by increasing adoption of telehealth and remote patient monitoring solutions, while the allergy diagnostics market involves both traditional testing methods and newer approaches. Both areas are subject to rapid technological advancements and evolving reimbursement landscapes.

Regulatory Implications

The company's digital health services may be subject to evolving healthcare regulations, including potential oversight from the FDA. Compliance with these regulations is crucial for continued operation and market access, and changes could impact service delivery and costs.

What Investors Should Do

1. Monitor debt and equity financing activities.
2. Assess competitive positioning in digital health and allergy diagnostics.
3. Track regulatory developments impacting digital health services.
4. Evaluate the sustainability of revenue growth.

Key Dates

• 2025-12-31: Fiscal Year End — Reported net income of $457,417, a significant improvement from a net loss in the prior year, driven by a gain on debt extinguishment. Revenue grew 26.2% to $2,691,741.
• 2025-06-30: Measurement Date for Public Float — Aggregate market value of common stock held by non-affiliates was $1,562,056, with a closing price of $0.21 per share. This indicates a relatively small public float.
• 2026-03-30: Employee Count Date — Company had 15,032,788 shares of common stock outstanding and only 12 full-time employees, all in sales and operations, highlighting a lean operational structure.

Glossary

Behavioral Vital Signs

Digital screening tools integrated into primary care workflows to identify and manage underdiagnosed behavioral health conditions. (Core offering of QHSLab's digital health platform.)

AllergiEnd

QHSLab's brand for its allergy diagnostics and treatment service line. (Represents a distinct service offering within the company's portfolio.)

Going Concern

An auditor's opinion indicating substantial doubt about a company's ability to continue operating for the next year. (Auditors have raised this for QHSLab due to historical losses and reliance on financing.)

Asynchronous Interactions

Communication or data exchange that does not occur in real-time, such as secure messaging or data uploads. (A feature of the QHSLab platform supporting follow-up care management.)

Year-Over-Year Comparison

QHSLab, Inc. has shown a significant turnaround in profitability, reporting a net income of $457,417 for the year ended December 31, 2025, compared to a net loss of $259,239 in 2024. This was primarily due to a substantial gain on debt extinguishment. Revenue also saw robust growth of 26.2%, reaching $2,691,741. However, the company continues to face a 'going concern' warning from auditors due to historical losses and ongoing reliance on external financing, including significant loans and equity issuances in 2025.

Key Financial Figures

• $0.0001 — nge on Which Registered Common Stock, $0.0001 Par Value USAQ NA Indicate by che
• $0.21 — k held by non-affiliates and a price of $0.21 per share, the closing price of our com
• $457,417 — g concern. While we had net income of $457,417 for the year ended December 31, 2025, t
• $666,000 — extinguishment of debt of approximately $666,000. We historically have suffered net loss
• $259,239 — ally have suffered net losses including $259,239 for the year ended December 31, 2024. W
• $2,691,741 — rior to that and our revenues were only $2,691,741 and $2,131,926 for the years 2025 and 2
• $2,131,926 — d our revenues were only $2,691,741 and $2,131,926 for the years 2025 and 2024, respective
• $362,168 — ceived loans in the aggregate amount of $362,168 and issued equity for gross proceeds of
• $499,998 — and issued equity for gross proceeds of $499,998. Further, to date, our Chief Executive
• $201,788 — ount, inclusive of accrued interest, of $201,788. See Note 6 Loans Payable, Note 7 Conve

Filing Documents

• form10-k.htm (10-K) — 943KB
• ex31.htm (EX-31) — 11KB
• ex32.htm (EX-32) — 7KB
• form10-k_002.jpg (GRAPHIC) — 5KB
• form10-k_003.jpg (GRAPHIC) — 3KB
• 0001493152-26-013513.txt ( ) — 4832KB
• usaq-20251231.xsd (EX-101.SCH) — 33KB
• usaq-20251231_cal.xml (EX-101.CAL) — 48KB
• usaq-20251231_def.xml (EX-101.DEF) — 170KB
• usaq-20251231_lab.xml (EX-101.LAB) — 349KB
• usaq-20251231_pre.xml (EX-101.PRE) — 290KB
• form10-k_htm.xml (XML) — 539KB

BUSINESS

BUSINESS 3 ITEM 1A.

RISK FACTORS

RISK FACTORS 7 ITEM 1B. UNRESOLVED STAFF COMMENTS 18 ITEM 1C. CYBERSECURITY 18 ITEM 3.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 19 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 20 ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 21 ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 26 ITEM 9A.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 26 ITEM 9B. OTHER INFORMATION 26 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 26 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 27 ITEM 11.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 27 ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS 28 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 28 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 28 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 29 ITEM 16. FORM 10-K SUMMARY 29 Cautionary This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about our Company, our products, the markets in which we compete and general economic conditions that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. 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. Factors that might cause or contribute to a discrepancy include, but are not limited to, those described in this Annual Report on Form 10-K and in our other Securities and Exchange Commission filings. 2 PART I ITEM 1. BUSINESS. Overview QHSLab, Inc. is a digital health company focused on enabling independent primary care practices to identify, document, and manage underdiagnosed and undertreated behavioral health conditions (behavioral vital signs) through workflow-integrated digital screening and non-face-to-face follow-up care. Our platform is designed to

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