SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 1, 2017
WELLNESS CENTER USA, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
Commission File Number
(IRS Employee Identification No.)
2500 West Higgins Road, Ste. 780, Hoffman Estates, IL, 60169
(Address of Principal Executive Offices)
(Issuer Telephone number)
(Former name or former address, if changed since last report
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)).02(b)
Item 5.02 (b). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 1, 2017, the Board of Directors consisting of Andrew J. Kandalepas, Jay Joshi, M.D. and recent appointees William E. Kingsford, Thomas E. Scott, CPA, Paul D. Jones, and Roy M. Harsch, accepted the voluntary resignation of Andrew J. Kandalepas, as President, and appointed Paul D. Jones as President. Mr. Kandalepas’ resignation, and Mr. Jones’ appointment, are effective immediately. Within the month of December 2017, the Company’s newly appointed Compensation Committee will recommend to the Board the compensation and benefits to be provided to Mr. Jones. Once approved by the Board, compensation and benefits will be retroactive to the date of appointment and will accrue from such date; however, payment of compensation and benefits will commence only after the Board determines that such payment is warranted by operational and financial conditions. Mr. Kandalepas will continue as CEO and Chairman.
The Board of Directors also accepted the voluntary resignation of Jay Joshi, M.D., as Secretary, effective immediately, and appointed Thomas E. Scott as Secretary, to serve until the next annual meeting of the stockholders or until his successor is qualified and appointed. Dr. Joshi will continue as a director.
The Board of Directors appointed a Compensation Committee consisting of Mr. Jones, Mr. Scott and William E. Kingsford.
None of such appointees will participate in any determination or recommendation relating to any compensation or benefits to be provided to themselves. Biographical information for Mr. Jones, Mr. Scott and Mr. Kingsford is as follows:
Mr. Jones was initially engaged in the sales, distribution, and product development of recreational products. For over 38 years, he has operated a landscape design and construction firm ranked among the top 15% nationally and recipient of many awards, including the 2008 Small Business of the Year Award from the Wausau Wisconsin Regional Chamber of Commerce (“WWRCC”). He has served the WWRCC as Business Advocacy Chair, and as a member of the Board of Directors for nine years. In 2008 he declined a solicitation to run for the Wisconsin State Assembly, but from 2012 to 2014 chaired a citizen’s board panel addressing operational issues at the Marathon County Jail.
Mr. Scott is a CPA, with CEO and CFO experience in several industries, including real estate development and sales, mortgage banking, food service and retail industries. He has served as an officer and director of numerous not-for-profit organizations, including the Boy Scouts, Rotary, and Sigma Chi Fraternity Housing Corporation at the University of Arizona, and BDFC, the major local business development corporation (SBA lender) in Arizona. He co-founded and served as treasurer for FEAT, a CFO organization in Southern Arizona. Mr. Scott has a BA in accounting from the University of Arizona and MA work in taxation from Golden State University.
Mr. Kingsford was a leading member of the Chicago-based real estate firm that became known as LaSalle Partners. He is experienced in finance, equities, real estate and business operations. For the past twenty years, he has owned and managed Spruce Point Tree Farm, LLC, a fully-integrated farming operation that grows Grade A-quality Blue Spruce sold to the leading wholesale distributor and landscape businesses throughout Colorado. He has a BA and MA from Western Michigan University.
Item 9.01 Financial Statements and Exhibits.
(a)Financial Statements of business acquired. None.
(b)Pro forma financial information. None.
(c)Shell Company Transaction. Not applicable.
(d) Exhibits. None.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WELLNESS CENTER USA, INC.
Date: December 7, 2017
/s/ Andrew J. Kandalepas
Andrew J. Kandalepas
Chairman, Chief Executive Officer,
Principal Accounting Officer,
and Chief Financial Officer