UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

Amendment No. 1

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 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:

 

 

Title of each class registered:

Name of each exchange on which registered:

None

None

 

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.001

(Title of class)

 

Indicate by check mark whether the issuer (1) 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 Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

 

Large Accelerated Filer

Accelerated Filer

[   ]

[   ]

Non-Accelerated Filer

Smaller Reporting Company

[   ]

[X]

 

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes [   ] No [X]

 

The number of shares issued and outstanding of each of the issuer’s classes of common equity as of December 31, 2017 was 91,329,202.


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Explanatory Note

 

The purpose of this Amendment No. 1 on Form 10–Q/A to Wellness Center USA, Inc.’s quarterly report on Form 10–Q for the quarter ended December 31, 2017, filed with the Securities and Exchange Commission on February 28, 2018 (the “Form 10–Q”), is solely to furnish Exhibit 101 to the Form 10–Q in accordance with Rule 405 of Regulation S–T.

 

No other changes have been made to the Form 10–Q. This Amendment No. 1 speaks as of the original filing date of the Form 10–Q, 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–Q.


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PART II - OTHER INFORMATION

 

 

Item 6. Exhibits

 

Exhibit No.

 

Description

101.INS*

 

XBRL Instance Document**

101.SCH*

 

XBRL Taxonomy Extension Schema**

101.CAL*

 

XBRL Taxonomy Extension Calculation Linkbase**

101.DEF*

 

XBRL Taxonomy Extension Definition Linkbase**

101.LAB*

 

XBRL Taxonomy Extension Label Linkbase**

101.PRE*

 

XBRL Taxonomy Extension Presentation Linkbase**

 

* Filed herewith.

 

**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.

 

 

 

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.

 

 

Date: February 28, 2018

By: /s/ Paul D. Jones

 

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.

 

 

Date: February 28, 2018

By: /s/ Douglas W. Samuelson

 

Douglas W. Samuelson

Chief Financial Officer and Principal Accounting Officer

(Duly Authorized Principal Accounting Officer)


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