of Business Conduct and Ethics
on February 1, 2021
code of Business Conduct (“Code”) has been adopted by USA Equities Corp. (the “Company”) to assure that
the Company adheres to ethical standards and obeys all applicable laws and that its employees, officers, directors and agents
clearly understand what is required of them in that regard. To further the Company’s fundamental principles of honesty and
loyalty, our Code strives to deter wrongdoing and promote the following objectives:
and ethical conduct and the avoidance of conflicts of interest;|
fair, accurate, timely and transparent disclosure in reports and documents that the Company files with the Securities and
Exchange Commission (“SEC”) and other government agencies;|
with the applicable laws and governmental rules and regulations: prompt internal reporting of Code violations or practices
that are questionable under the Code; and|
for compliance with the Code.|
provisions of this code apply to all directors, officers and employees of the Company. The term “employees” as used
in this Code, includes all of our full and part time employees and officers and, when they are acting on behalf of the Company,
directors of the Company.
Code supersedes all other policies, procedures, instructions, practices, rules or written verbal representations, but only to
the extent that they are inconsistent with this Code. The polices stated herein are not all of the policies applicable to our
employees nor are they a comprehensive or complete explanation of all laws which apply to us and our employees. We are committed
to reviewing and updating our policies and procedures on a regular basis. Therefore, this Code may be modified or supplemented
in the future. In addition, we may from time to time adopt more detailed policies and procedures with regard to certain areas
covered by this Code and other matters not mentioned in it.
described below, the Company’s Ethics Officer has responsibility for the overall implementation and administration of the
Code. No employee has the authority to violate any of the Code’s provisions or to direct or authorize others to do so.
GENERAL STANDARDS OF CONDUCT
Code helps ensure our compliance with legal requirements and our standards of business conduct. All of our employees are expected
to read and understand this Code, to uphold its standards in their day-to-day business activities, to comply with all applicable
policies and procedures, and to ensure that all agents and contractors are aware of, understand, and adhere to these standards
in their dealings with or on behalf of the Company.
Company expects all employees to exercise good judgment to ensure the safety and welfare of employees and to maintain a cooperative,
efficient, positive, harmonious and productive work environment and business organization. These standards apply while working
on our premises, at offsite locations where our business is being conducted, at Company sponsored business and social events,
or at any other place where you are a representative of the Company. Employees who engage in misconduct or whose performance is
unsatisfactory may be subject to discipline or corrective action, up to and including termination, as described in Section XVII
COMPLIANCE WITH LAWS
Company employees must comply with all applicable laws, regulations, rules and regulatory orders applicable to the Company’s
business and the performance of their duties. You must acquire appropriate knowledge of the requirements relating to your duties
sufficient to enable you to recognize potential dangers and to know when to seek advice from your supervisor. In certain cases,
it will be appropriate for you to seek advice from the Ethics Officer. Violations of laws, regulations, rules and orders may subject
you to individual criminal or civil liability, as well as to discipline by the Company. Such violations may also subject the Company
to civil or criminal liability or the impairment of its business reputation.
CONFLICTS OF INTEREST
of us has a responsibility to the Company, our stockholders and to each other. Although this duty does not prevent us from
engaging in personal transactions and investments, it does demand that we avoid situations where a conflict of interest might
occur or appear to occur. The Company is subject to scrutiny from various individuals and organizations. For these reasons,
we should always strive to avoid even the appearance of impropriety. Actual or potential conflicts of interest can arise out
of a wide range of events and circumstances. We have identified the following as a non-exclusive list of situations that
raise conflict of interest concerns:
Employees may not give or receive, directly or indirectly, gifts or contributions of more than nominal value, or any other form
of compensation to or from persons or entities doing business or seeking to do business with the Company. Employees may not provide
meals, entertainment, or other courtesies in connection with Company business in a manner which is not appropriate to the business
relationship. The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working
relationships, not to gain unfair advantage with suppliers and customers. Please seek advice if you to have any concern about
the appropriateness of any business-related gifts you plan to make.
specifically approved in advance by the Ethics Officer, no employee or member of his or her immediate family may benefit
personally from any purchase by or sale to the Company or its subsidiaries of goods or services, or derive personal gain from
transactions involving the Company or its subsidiaries.
approved in advance by the Ethics Officer, employees may not have any material direct or indirect interest in any enterprise doing
business with or competing with the Company Ownership or its interests.
Company may not provide or guarantee loans to any Company director or executive officer that would be prohibited by federal law.
of the Company and its subsidiaries may not serve as officers, directors employees, partners, or consultants of or receive salary,
fees, dividends or other income (except dividends and interest from publicly traded securities or other similar investments) from
any for-profit enterprise, other than the Company or its subsidiaries, unless that relationship has been fully disclosed to and
approved cither explicitly or implicitly by the Ethics Officer or, in the case of the Ethics Officer, by the Board of Directors
of the Company.
Code does not prohibit Company employees from maintaining other employment. However, such other employment must not interfere
with your work for the Company. Further, the other activities must not constitute a conflict of interest with, breach a fiduciary
duty to, or be otherwise harmful to, the Company.
are prohibited from giving, offering or accepting anything that can be construed as a bribe, kickback or an illegal or unethical
payment. Any employee who has received an offer of such illegal or unethical payment must report the offer promptly to the Ethics
list above describes only a number of potential situations where an actual or potential conflict of interest might occur or appear
to occur. If you have any questions or concerns that a particular situation may involve a conflict between your personal interests,
or those of a fellow employee, and the Company, you should contact the Ethics Officer.
officers and directors may not exploit for their own personal gain opportunities that are discovered through the use of Company
property, information or position unless the opportunity is disclosed fully in writing to the Ethics Officer and the Ethics Officer
consents to such exploitation or, in the case of the Ethics Officer, to the Company’s Board of Directors and the Board of
Directors declines to pursue such opportunity.
PROTECTION AND PROPER USE OF COMPANY PROPERTY AND ASSETS
A. General Standards
employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste
have a direct impact on the Company’s financial condition. Any suspected incident of fraud or theft should be
immediately reported for investigation. Company equipment should not be used for non-Company business, though incidental
personal use may be permitted. The obligation of employees to protect the Company’s assets includes its proprietary
information. See Section VI below.
and Information Systems
business purposes, officers and some employees are provided telephones and computer workstations and software, including
network access to computing systems such as the Internet and e-mail, to improve personal productivity and to manage
proprietary information efficiently in a secure and reliable manner. You must obtain the permission to install any software
on any Company computer or connect any personal laptop to the Company network. As with other equipment and assets of the
Company, we are each responsible for the appropriate use of these assets. Except for limited personal use of the
Company’s telephones and computer/e mail, such equipment may be used only for business purposes. Officers and employees
should not expect a right to privacy of their e-mail. All e-mails on Company equipment are subject to monitoring by the
PROTECTION OF CONFIDENTIAL AND PROPRIETARY INFORMATION
Confidential and Proprietary information
is the Company’s policy to ensure that all operations, activities and business affairs of the Company and our business partners
are kept confidential to the greatest extent practicable. Confidential information includes all non-public information that might
be of use to competitors or that might be harmful to the Company if disclosed. Confidential and proprietary information about
the Company belongs to the Company, must be treated with strictest confidence and is not to be disclosed or discussed with others,
except as may reasonably be required in connection with conducting the Company’s business.
otherwise agreed to in writing, confidential and proprietary information includes any and all methods, inventions, improvements
or discoveries, whether or not patentable or copyrightable, and any other information of a similar nature disclosed to the directors,
officers or employees of the Company or otherwise made known to us as a consequence of or through employment or association with
the Company (including information originated by the director, officer or employee). This can include, but is not limited to,
information regarding the Company’s business, products and processes. It also can include information relating to research,
development, inventions, trade secrets, intellectual property of any type or description, data, business plans, business methods
or practices, marketing strategies, engineering designs and contract negotiations.
following are examples of information that is not considered confidential:
that is in the public domain to the extent such information is readily available;
that becomes generally known to the public including information that is properly authorized for public release by the Company
but not information that is publicly disclosed in breach of an obligation to hold it in confidence; or
you receive from a party, which is under no legal obligation of confidentiality to the Company with respect to such information.
have exclusive property rights to all confidential and proprietary information regarding the Company. The unauthorized disclosure
of this information could destroy its value to us and give others an unfair advantage over us. You are responsible for safeguarding
this information and complying with established security controls and procedures. All documents, records, notebooks, notes, memoranda
and similar repositories of data containing information of a secret, proprietary, confidential or generally undisclosed nature
relating to the Company or its operations and activities made or compiled by a director, officer or employee or made available
to you prior to or during the term of your association with the Company, including any copies thereof belong to the Company, must
be held by you in trust solely for the benefit of the Company and must be delivered to the Company by you on the termination of
your association with the Company or at any other time upon request by a Company officer.
Confidential Information Belonging to Others
must respect the confidentiality of information, including, but not limited to trade secrets and other information given in confidence
by others, including partners, suppliers or contractors, just as you must protect our confidential information. However, certain
restrictions about the information of others may place an unfair burden on the Company’s future business. For that reason,
you should coordinate with the Company’s President and Chief Executive Officer to ensure that appropriate agreements are
in place prior to receiving any confidential third-party information. These agreements must reflect a balance between the value
of the information received and the logistical and financial costs involved in both maintaining the confidentiality of the information
and the potential that an obligation of confidentiality could limit the Company’s business opportunities. In addition, any
confidential information that you may possess from an outside source, such as a previous employer, must not, so long as such information
remains confidential, be disclosed to or used by the Company. Unsolicited confidential information submitted to the Company should
be refused, returned to the sender where possible and deleted if received via internet e-mail.
is unlawful and a violation of Company policy and this Code to retaliate against any person for providing truthful
information to any law enforcement office relating to the commission of any offense. It is the Company’s policy to
cooperate fully with government investigations. A condition of such cooperation, however, is that the Company be represented
by its own legal counsel. If you believe that a government investigation or inquiry is imminent, this information should be
communicated immediately to our President and Chief Executive Officer. Appropriate handling of the government investigations
is very important. Violations of any of the laws regulating the conduct of the Company’s business, including worker and
workplace safety, environmental, securities, government procurement, tax and financial laws, can result in both civil and
criminal penalties. Criminal penalties may also apply to those individuals within the Company who actually took the actions
which violated the law or failed to take actions which resulted in a violation of the law. Therefore, you should never do any
of the following:
any Company documents in anticipation of or after receiving, a request for those documents from any government agency or a court;
any Company documents or records in an attempt to defraud or mislead;
or make any misleading statements to any governmental investigator; or
to get anyone else to engage in these prohibited activities.
who have access to material non-public information are not permitted to use or share that information for securities trading purposes
or for any other purpose except the conduct of our business. All non-public information about the Company should be considered
confidential information. To use non-public information for personal financial benefit or to “tip” others who might
make an investment decision on the basis of this information is not only unethical but also illegal.
COMPETITION AND FAIR DEALING
seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through
unethical or illegal business practices. Stealing proprietary information of others, possessing trade secret information that
was obtained without the owner’s consent or inducing such disclosures by past or present employees of other companies is
prohibited. You should endeavor to respect the rights of and deal fairly with the Company’s suppliers and competitors and
their employees. You should never take unfair advantage of anyone through manipulation concealment, abuse of privileged information,
misrepresentation of material facts or any other intentional unfair-dealing practice.
maintain the Company’s valuable reputation, the Company’s operations must be conducted in accordance with all applicable
regulations. Compliance with all laws and regulations of governing or regulatory agencies should be given priority over the opportunity
to profit or gain competitive advantage.
WORKPLACE HEALTH, SAFETY AND DIGNITY
Company strives to provide each employee with a safe and healthful work environment. Each of us has a responsibility to help maintain
a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries
and unsafe equipment, practices or conditions. You must treat all of your co-workers with respect and dignity, and you are entitled
to the same from them. There are no exceptions to this rule. Violence and threatening behavior will not be permitted under any
Company makes its employment decisions without regard to any individual’s race, color, religion, sex, national origin, age,
marital status, physical or mental handicap or disability (assuming that such handicap or disability does not prevent the individual
from performing the job in question), or any other factor that by law may not be considered.
officer is responsible for assuring that this policy is followed.
you feel that you have not been treated with the impartiality that this policy requires, you should contact the Ethics Officer
or, in a case where your concern relates to the Ethics Officer, to the Company’s Corporate Counsel or any member of the
Board of Directors.
Company will not tolerate any form of harassment in the workplace. “Harassment” includes any verbal or physical conduct
that would offend or make uncomfortable a reasonable person experiencing such conduct or that would interfere with a reasonable
person’s job performance. Any such conduct should be promptly reported to a supervisor. One form of harassment is sexual
harassment. Sexual harassment will not be tolerated. Sexual harassment includes verbal or physical conduct that has the purpose
or effect of interfering with your work performance, or creating an intimidating, hostile or offensive work environment. If you
feel that you have been harassed, or if you observe such conduct by your co-workers, you should promptly contact the Ethics Officer
or, in a case involving conduct of the Ethics Officer, to the Company’s Corporate Counsel or any member of the Board of
safe working environment cannot be maintained if any employee allows the abuse of alcohol or drugs to interfere with his or her
performance. Consequently, you may not use or possess illegal drugs on Company premises. You may not arrive at work in an impaired
condition due to the use of drugs (including prescribed medications) or alcohol. You may not use or possess alcohol on Company
premises, except in connection with Company sponsored social events or business entertainment.
Company is firmly committed to respecting employee privacy. It is the Company’s policy to acquire and retain only employee
personal information that is required for effective operation of the Company or that is required by law in the jurisdictions in
which we operate. Access to such information will be restricted internally to those employees with a recognized need to know such
information. The Company will comply with all applicable laws regulating the disclosure of personal information about employees.
Company endeavors to be an environmentally responsible corporate citizen and to operate its facilities in compliance with applicable
environmental, health and safety regulations and in a manner that has the highest regard for the safety and wellbeing of its employees
and the general public.
POLITICAL ACTIVITIES: LOBBYING
activities must be conducted on your own time and using your own resources. The law does not permit the Company to compensate
or reimburse you for political contributions which you have made or intend to make. This is a highly regulated and complex area.
If you have any question or concerns, please contact the Ethics Officer. No funds or assets of the Company may be used for political
contributions without prior approval of the Board of Directors. These prohibitions cover not only direct contributions, but also
indirect assistance or support of candidates or political parties through the purchase of tickets to special dinners or other
RECORDKEEPING ACCOUNTING AND REPORTING MATTERS
Accurate Business Records
integrity and completeness of record-keeping is not only the Company’s policy, it is also mandated by law. The Company is
required to keep books, records, and accounts that accurately and fairly reflect all transactions and to maintain an effective
system of internal controls. The improper alteration, destruction, concealment or falsification of records or documents may result
in criminal penalties.
recording of all transactions is essential to the Company’s control of its affairs and the accuracy of its financial reporting.
To maintain the integrity of the accounting records, all entries in the Company’s books and records must be prepared carefully
and honestly and must be supported by adequate documentation to provide a complete, accurate and auditable record. All employees
have a responsibility to assure that their work is complete and accurate. Employees must provide accurate and complete information
to the Company’s accounting personnel, officers, legal counsel, independent auditors, government investigators or agencies
and any other person authorized to receive the information. In addition to these general guidelines, the following rules apply:
false or misleading entry may be made for any reason, and no employee may assist any other person in making a false or misleading
entry. In making any estimates or judgments that may have an effect on the Company’s financial statements, employees responsible
for such estimates and judgments are charged with investigating the relevant facts and for exercising their best judgment in utmost
You should promptly identify and bring to the attention of a member of the Company’s accounting staff any inaccuracies you
believe are reflected in the Company’s financial books and records.
may not establish for any purpose an unauthorized undisclosed fund or asset account involving Company funds or assets.
may not allow transactions to be structured or recorded in a way that is not consistent with the Company’s accounting practices
and its internal control over financial reporting and with applicable accounting standards.
may not approve or make any payment on behalf of the Company with the intention or understanding that a part or all of such payment
is to be used for any purpose other than that described by the documentation supporting the payment.
you have information or knowledge of any unrecorded fund or asset, or any prohibited act involving financial reporting or disclosure,
you must promptly report such matter to a member of the Company’s accounting staff or the Ethics Officer.
such information that comes to your attention is your affirmative duty and you will not suffer adverse treatment for making good
faith disclosures in accordance with these procedures.
records and communications frequently and sometimes unexpectedly become public, and we should avoid exaggeration, derogatory remarks,
guesswork or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail,
internal memos and formal reports. Records should always be retained or destroyed according to the Company’s records retention
polices. In accordance with those policies, in the event of litigation or governmental investigation, please consult with the
Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For
example, only the true and actual number of hours worked should be reported.
employees regularly use business expense accounts, which must be documented and recorded accurately.
Audits of Financial Statements
director, officer or employee of the Company may directly or indirectly make or cause to be made a materially false or misleading
statement, or omit to state, or cause another person to omit to state any material fact necessary to make statements not be misleading
in connection with the audit of financial statements by independent auditors, the preparation of any required reports whether
by independent or internal accountants or any other work which involves or relates to the filing of a document with the U.S. Securities
and Exchange Commission (“SEC).
SPECIAL ETHICS OBLIGATIONS FOR EMPLOYEES WITH FINANCIAL RESPONSIBILITIES
is the Company’s policy that there be full, fair, accurate, complete, objective, timely and understandable disclosure in
all reports and documents that the Company files with, or submits to, the SEC, any other government agency or self-regulatory
organizations, and in other public communications made by the Company. This standard of integrity applies to reports and documents
that are used for internal purposes as well. These financial reporting obligations apply primarily to the President and Chief
Executive Officer, the Chief Financial Officer any other employee with any other responsibility for the preparation and filing
of such reports and documents, including drafting, reviewing and signing or certifying the information contained in those reports
and documents (each a “Financial Reporting Person”). The Company expects however, that all employees will take this
responsibility very seriously and provide prompt and accurate answers to inquiries related to the Company’s financial reporting
and public disclosure obligations.
of this special role, each of the Company’s Financial Reporting Persons shall, in the performance of his or her duties for
with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships;
information that is accurate, complete, objective, relevant, timely and understandable to ensure full, fair, accurate, timely,
in reports and documents that the Company files with, or submits to, government agencies and in other public communications;
with rules and regulations of federal, state and local governments, and other appropriate private and public regulatory agencies;
in good faith, responsibly, with due care, competence and diligence without misrepresenting material facts or allowing his or
her independent judgment to be undermined;
the confidentiality of information acquired in the course of his or her work except when authorized or otherwise reasonably required
in connection with carrying out his or her duties or responsibilities; and
report to the Ethics Officer any conduct that the individual believes to be a violation of law or business ethics or of any provision
of this Section XV, including any transaction or relationship that reasonably could be expected to give rise to such a conflict.
addition, federal law requires that the Company devise and maintain a system of internal accounting controls sufficient to provide
reasonable assurance that: (1) transactions are executed in accordance with management’s general or specific authorization;
(2) transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles; and (3) transactions are recorded as necessary to maintain accountability for assets. It is our policy
that documents not be falsified.
of this Section XV, including failures to report suspected violations by others, will be viewed as a severe disciplinary matter
that may result in personal action, up to and including termination of employment.
ETHICS OFFICER; REPORTING PROCEDURES
Company’s Board of Directors has designated the Company’s President as the Ethics Officer who will be responsible
for administering this Code throughout the Company. The President can be reached by mail or in person at the Company’s office
at 901 Northpoint Parkway Suite 302 West Palm Beach Florida 33407 by telephone at 929-379-6503 or by e-mail at email@example.com.
in Interpreting the Code
though the Code’s rules may seem simple and clear, you may find yourself uncertain about the Code’s meaning, or how
it applies in a specific situation. In trying to determine whether any given action is appropriate, use the following test: Imagine
that your words you are using or the action you are taking is going to be fully disclosed in the media with all details, including
your photo. If you are uncomfortable with the idea of this information being made public, perhaps you should think again about
your words or your course of action.
you have questions about the Code or how it might apply to particular circumstances, you should contact the Ethics Officer.
business conduct is critical to our business. As a Company employee, your responsibility is to respect and adhere to these practices.
Many of these practices reflect legal or regulatory requirements. Violations of these laws and regulations can create significant
liability for you, the Company, its directors, officers and other employees. Part of your job and ethical responsibility is to
help enforce this Code. If you suspect that a Company employee, officer or director has violated this Code or broken any law,
you should follow the following procedures to report the violation. In most cases, you should report the violation to the Ethics
you believe reporting the violation to the Ethics Officer would not result in appropriate action, then you may report the suspected
violation to the Company’s Whistleblower contact, at __________________ or to any
of the Company’s other directors by addressing a letter to:
of the Board of Directors
USA Equities Corp.
Northpoint Parkway, Suite 302
Palm Beach, Florida 33407
you choose to submit an anonymous report, the Company will not be able to contact you if the Company needs clarification or additional
information. It is important, therefore, that any report of a suspected Code violation that is submitted anonymously provide sufficient
detail to permit the Company to conduct an effective investigation.
reports of suspected unlawful or unethical conduct will be promptly investigated by or under the direction of the Ethics Officer.
All employees are expected to cooperate in any internal or external investigations of possible violations. Investigatory reports
will be kept confidential to the extent practicable, consistent with the need to conduct an adequate investigation.
threats, retribution or retaliation against any person who has in good faith reported a violation or a suspected violation of
law, this Code or other Company policies, or against any person who is assisting in any investigation of such a violation, is
strictly prohibited. Anyone who becomes aware of any such improper retaliatory conduct should immediately report such conduct
to the Ethics Officer.
matters covered in this Code are of the utmost importance to the Company, its employees, stockholders and business partners. Compliance
with this Code is essential to the Company’s ability to conduct its business in accordance with its stated values. We expect
all employees to adhere to these rules in carrying out their duties for the Company.
Company will take appropriate action against any employee, officer or director whose actions are found to violate these policies
or any other policies of the Company. Disciplinary actions may include suspensions and/or immediate termination of employment
at the Company’s sole discretion. Where the Company has suffered a loss, it may pursue its remedies against the individuals
or entities responsible where laws have been violated, the Company will cooperate fully with the appropriate authorities.
an employee other than an executive officer or a member of the Company’s accounting staff believes that a waiver of the
Code is necessary or appropriate, including a waiver of any potential or actual conflict of interest or of the Company’s
policies or procedures, a request for a waiver and the reasons for the request must be submitted in writing to the Ethics Officer
who will act on the waiver request.
waiver of any provision of this Code requested by an executive officer (other than the Ethics Officer or a director who is also
an executive officer) or a member of the Company’s accounting staff must be approved in advance by the Ethics Officer whose
decision will be subject to review and possible modification by the Board of Directors.
waiver of any provision of this Code requested by the Ethics Officer, an executive officer who is also a director or any other
director must be approved in advance by at least two directors (not including the Ethics Officer or the director requesting the
waiver) whose decision will be subject to review and possible modification by the Board of Directors.
waivers of this Code will be promptly disclosed to the Company’s stockholders and the public if and as required by applicable
laws, rules and regulations.
PUBLICATION OF THE CODE; AMENDMENTS
Company may, in its sole discretion, modify or amend the terms of this Code at any time. Such modifications or amendments shall
immediately become effective with respect to Company personnel. The Company shall promptly provide copies of any amendments or
modifications to the Code to each of its directors, officers and employees and shall make any public disclosures of such amendments
or modifications that may be required by applicable law, rules or regulations.
ACKNOWLEDGEMENT OF CODE OF BUSINESS CONDUCT AND ETHICS
of the Company’s directors, officers and employees will be required to certify that he or she has received and read the
Code and will comply with the Code’s requirements. The Company reserves the right to require directors, officers and employees
to re-certify periodically their understanding of and adherence to the Code.