UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2017
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
WELLNESS CENTER USA, INC.
(Name of small business issuer in its charter)
NEVADA |
| 333-173216 |
| 27-2980395 |
(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)
(847) 925-1885
(Issuer Telephone number)
Not Applicable
(Former name or former address, if changed since last report)
Copies of communication to:
Ronald P. Duplack, Esq.
Rieck and Crotty, P.C.
55 West Monroe Street, Suite 3625, Chicago, IL 60603
Telephone (312) 726-4646 Fax (312) 726-0647
Securities registered under Section 12(b) of the Exchange Act: | |
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Title of each class registered: | Name of each exchange on which registered: |
None | None |
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Securities registered under Section 12(g) of the Exchange Act: | |
Common Stock, par value $0.001 (Title of class) | |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its Corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | [ ] |
| Accelerated filer | [ ] |
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Non-accelerated filer | [ ] (Do not check if a smaller reporting company) |
| Smaller reporting company | [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
There is no established public trading market for our common stock.
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant's most recently completed fiscal quarter ended March 31, 2017: $30,342,729.
As of September 30, 2017, the registrant had 90,284,916 shares of its common stock issued and outstanding.
Documents Incorporated by Reference: See Item 15.
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Explanatory Note
The purpose of this Amendment No. 1 on Form 10–K/A to Wellness Center USA, Inc.’s annual report on Form 10–K for the fiscal year ended September 30, 2017, filed with the Securities and Exchange Commission on February 20, 2018 (the “Form 10–K”), is solely to furnish Exhibit 101 to the Form 10–K in accordance with Rule 405 of Regulation S–T.
No other changes have been made to the Form 10–K. This Amendment No. 1 speaks as of the original filing date of the Form 10–K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10–K.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
a) Documents filed as part of this Annual Report
1. Financial Statements
2. Financial Statement Schedules
3. Exhibits
Exhibit Number |
| Description of Document |
| Filed Herewith |
| Incorporated by Reference To: |
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2.2 |
| Exchange Agreement dated June 21, 2012 by and between Psoria-Shield Inc. and Wellness Center USA, Inc. |
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| Exhibit 2.2 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013. |
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2.4 |
| Exchange Agreement dated February 28, 2014 by and between National Pain Centers, Inc. and Wellness Center USA, Inc. |
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| Exhibit 2.4 to the Registrant’s Current Report on Form 8-K filed on February 28, 2014. |
2.5 |
| Purchase Agreement dated March 31, 2014 by and between SMI Holdings, Inc. d/b/a Stealth Mark, Inc. and Stealthco, Inc., a wholly-owned subsidiary of Wellness Center USA, Inc. |
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| Exhibit 2.5 to the Registrant’s Current Report on Form 8-K filed on April 9, 2014. |
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3.1 |
| Articles of Incorporation of the Registrant as filed with the Secretary of State of Nevada. |
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| Exhibits 3.2 to the Registrant’s Amended Registration Statement on Form S-1A1 filed on July 7, 2011. |
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3.2 |
| Bylaws of the registrant. |
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| Exhibits 3.2 to the Registrant’s Amended Registration Statement on Form S-1A1 filed on July 7, 2011. |
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3.3 |
| Certificate of Amendment as filed with the Secretary of State of Nevada on January 12, 2017. |
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4.1 |
| Subscription Agreement |
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| Exhibits 99.1 to the Registrant’s Amended Registration Statement on Form S-1A1 filed on July 7, 2011. |
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4.2 |
| Form of warrant |
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| Exhibits 99.2 to the Registrant’s Amended Registration Statement on Form S-1A1 filed on July 7, 2011. |
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4.3 |
| 2010 Non-Qualified Stock Compensation Plan |
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| Exhibits 99.3 to the Registrant’s Amended Registration Statement on Form S-1A1 filed on July 7, 2011. |
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5.4 |
| Employment Agreement dated as of February 28, 2014 by and between Jay Joshi, M.D. and Wellness Center USA, Inc. |
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| Exhibit 5.4 to the Registrant’s Current Report on Form 8-K filed on February 28, 2014. |
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5.5 |
| Employment Agreement dated as of July 1, 2014 by and between Rick Howard and Wellness Center USA, Inc. |
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| Exhibit 5.5 to the Registrant’s Annual Report on Form 10-K filed on January 15, 2015. |
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5.6 |
| Employment Agreement dated as of January 1, 2018 by and between Rick Howard and Wellness Center USA, Inc. |
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| Exhibit 5.6 to the Registrant’s Annual Report on Form 10-K filed on February 20, 2018. | |
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5.7 |
| Employment Agreement dated as of January 1, 2018 by and between Lee Anne Patterson and Wellness Center USA, Inc. |
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| Exhibit 5.7 to the Registrant’s Annual Report on Form 10-K filed on February 20, 2018. | |
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5.8 |
| Employment Agreement dated as of January 1, 2018 by and between Richard Neal and Wellness Center USA, Inc. |
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| Exhibit 5.8 to the Registrant’s Annual Report on Form 10-K filed on February 20, 2018. | |
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10.4 |
| License Agreement dated as of August 25, 2009 by and between Psoria-Shield Inc. and Scot L. Johnson. |
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| Exhibit 10.4 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013. | |
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10.5 |
| License Agreement dated as of December 11, 2010 by and between Psoria-Shield Inc. and Scot L. Johnson. |
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| Exhibit 10.5 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013. | |
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10.6 |
| Management Service Agreement dated as of February 28, 2014 by and between National Pain Centers, Inc. and National Pain Centers, LLC |
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| Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K filed on January 15, 2015 | |
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10.7 |
| Agency Agreement dated as of October 24, 2014 by and between The Medical Alliance, Inc., Psoria-Shield, Inc. and Wellness Center USA, Inc. |
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| Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K filed on January 15, 2015 | |
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10.8 |
| Joint Venture Agreement dated as of January12, 2015 by and between The Medical Alliance, Inc., Psoria-Shield, Inc. and Wellness Center USA, Inc. |
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| Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K filed on January 15, 2015 | |
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21.1 |
| List of subsidiaries of the Registrant |
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| Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K filed on January 15, 2015 | |
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31.1 |
| Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*) |
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| Exhibit 31.1to the Registrant’s Annual Report on Form 10-K filed on February 20, 2018. | |
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31.2 |
| Certification of Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (**) |
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| Exhibit 31.2 to the Registrant’s Annual Report on Form 10-K filed on February 20, 2018. | |
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32.1 |
| Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*) |
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| Exhibit 32.1 to the Registrant’s Annual Report on Form 10-K filed on February 20, 2018. | |
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32.2 |
| Certification of Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (***) |
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| Exhibit 32.2 to the Registrant’s Annual Report on Form 10-K filed on February 20, 2018. | |
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101.INS |
| XBRL Instance Document **** |
| X |
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101. SCH |
| XBRL Taxonomy Extension Schema Linkbase Document **** |
| X |
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101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document **** |
| X |
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101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document **** |
| X |
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101.LAB |
| XBRL Taxonomy Extension Label Linkbase Document **** |
| X |
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101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document **** |
| X |
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(*)Filed herewith.
(**)Included in Exhibit 32.1
(***)Included in Exhibit 32.2
(****)Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
| WELLNESS CENTER USA, INC. |
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Date: February 22, 2018 | By: /s/ Paul D. Jones |
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| Paul D. Jones President (Duly Authorized Principal Executive Officer) | ||
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized..
| WELLNESS CENTER USA, INC. |
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Date: February 22, 2018 | By: /s/ Douglas W. Samuelson |
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| Douglas W. Samuelson Chief Financial Officer and Principal Accounting Officer (Duly Authorized Principal Accounting Officer) | ||
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints severally Paul D. Jones, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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 dates indicated.
SIGNATURE |
| TITLE |
| DATE |
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/s/ Andrew J. Kandalepas |
| Chairman, Chief Executive Officer |
| February 22, 2018 |
Andrew J. Kandalepas |
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/s/ Douglas W. Samuelson |
| Chief Financial Officer and Principal Accounting Officer |
| February 22, 2018 |
Douglas W. Samuelson |
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/s/ Paul D. Jones |
| Director, President |
| February 22, 2018 |
Paul D. Jones |
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/s/ Thomas E. Scott |
| Director, Secretary |
| February 22, 2018 |
Thomas E. Scott |
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/s/ William E. Kingsford |
| Director |
| February 22, 2018 |
William E. Kingsford |
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/s/ Roy M. Harsch |
| Director |
| February 22, 2018 |
Roy M. Harsch |
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/s/ Calvin R. O’Harrow |
| Director, Chief Operating Officer |
| February 22, 2018 |
Calvin R. O’Harrow |
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