WCUI / Wellness Center USA, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

Оздоровительный центр США, Inc.
US ˙ OTCPK

Основная статистика
CIK 1516887
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Wellness Center USA, Inc.
SEC Filings (Chronological Order)
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March 23, 2023 15-15D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-173216 WELLNESS CENTER USA, INC. (Exact name of registrant as specified

December 29, 2022 NT 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216

NT 10-K 1 formnt10-k.htm U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For period ended: September 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on

October 21, 2022 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2

October 20, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 15, 2022 WELLNESS CENTER USA, INC. (Exact name of registrant as specified in its charter) nevada 333-173216 27-2980395 (State or other jurisdiction of incorporation or organiz

October 20, 2022 EX-1.01

Share Exchange Agreement dated as of October 3, 2022 by and among StealthCo. Inc., an Illinois corporation (the “Company”), SMI-DTI Holdings, LLC, an Arizona limited liability company, the owner of all StealthCo shares (the “Seller”), and Quantum Age Corporation, a Delaware corporation (the “Purchaser”).

EX-1.01 2 ex1-01.htm Exhibit 1.01

August 15, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO 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 i

May 23, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO 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

May 16, 2022 NT 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For period ended: March 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Repor

March 31, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO 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 issu

February 15, 2022 NT 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For period ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Re

February 15, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2021 ☐ 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 it

December 30, 2021 NT 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216

NT 10-K 1 formnt10-k.htm U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For period ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on

October 8, 2021 EX-1.02

IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS COUNTY DEPARTMENT, LAW DIVISION

EX-1.02 3 ex1-02.htm Exhibit 1.02 IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS COUNTY DEPARTMENT, LAW DIVISION HANOVER HOFFMAN ESTATES, LLC, a Delaware Limited Liability Company, Plaintiff, v. WELLNESS CENTER USA, INC., a Nevada Corporation; ANDRREW J. KANDALEPAS, an Illinois Individual; PERIKLIS PAPADOPOULOS, an Illinois Individual; and JAYDEEP JOSHI, M.D., an Illinois Individual. Defendant. ) )

October 8, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 6, 2021 WELLNESS CENTER USA, INC. (Exact name of registrant as specified in its charter) nevada 333-173216 27-2980395 (State or other jurisdiction of incorporation or organiza

October 8, 2021 EX-1.01

Settlement Agreement.

EX-1.01 2 ex1-01.htm Exhibit 1.01

September 30, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO 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 i

August 13, 2021 NT 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For period ended: June 30, 2021 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10

July 1, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 [ ] TRANSITION REPORT PURSUANT

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to WELLNESS CENTER USA, INC. (Name o

May 17, 2021 NT 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216

NT 10-Q 1 formnt-10q.htm U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For period ended: March 31, 2021 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Tr

April 7, 2021 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2020 [ ] TRANSITION REPORT PURSUANT TO 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

February 16, 2021 NT 10-Q

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U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For period ended: December 31, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on For

February 8, 2021 EX-3.3

Certificate of Amendment as filed with the Secretary of State of Nevada on January 12, 2017.

Exhibit 3.3

February 8, 2021 10-K

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 2020 [ ] 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 i

December 30, 2020 NT 10-K

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U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For period ended: September 30, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Fo

October 6, 2020 EX-1.02

License Agreement dated as of September 30, 2020.

Exhibit 1.02 LICENSE AGREEMENT This License Agreement (“Agreement”) is made as of September 30, 2020, by and between Psoria-Shield, Inc., a Florida corporation (“Licensor”), and Protec Scientific, Inc., a New York corporation (“Licensee”). RECITALS: A. Licensor holds and owns all right, title, and interest in and to certain patents and patent applications described on Exhibit A hereto (the “Patent

October 6, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 30, 2020 WELLNESS CENTER USA, INC. (Exact name of registrant as specified in its charter) NEVADA 333-173216 27-2980395 (State or other jurisdiction of incorporation or organ

October 6, 2020 EX-1.01

Stock Purchase Agreement dated as of September 1, 2020.

EX-1.01 2 ex1-01.htm Exhibit 1.01 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (“Agreement”) is made as of September 1, 2020, by and between Psoria-Shield, Inc., a Florida corporation (“Buyer”), and Protec Scientific, Inc., a New York corporation (“Company”). RECITALS: A. Company was recently organized as a New York corporation to engage in the business of researching and developing prod

August 25, 2020 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 [ ] TRANSITION REPORT PURSUANT TO 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 issue

August 14, 2020 NT 10-Q

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U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For period ended: June 30, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10

July 6, 2020 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 2, 2020 WELLNESS CENTER USA, INC. (Exact name of registrant as specified in its charter) NEVADA 333-173216 27-2980395 (State or other jurisdiction of incorporation or organizatio

July 6, 2020 EX-8.01

US Food & Drug Administration Letter dated July 2, 2020

Exhibit 8.01

June 26, 2020 10-Q

Quarterly Report -

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to WELLNESS CENTER USA, INC. (Name o

May 18, 2020 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 15, 2020 WELLNESS CENTER USA, INC. (Exact name of registrant as specified in charter) NEVADA 333-173216 47-3170676 (State or other jurisdiction of incorporation or organization) (

March 25, 2020 10-Q

WCUI / Wellness Center USA Inc 10-Q - Quarterly Report -

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to WELLNESS CENTER USA, INC. (Nam

February 21, 2020 NT 10-Q

WCUI / Wellness Center USA Inc NT 10-Q - -

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For period ended: December 31, 2019 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on For

January 28, 2020 10-K

WCUI / Wellness Center USA Inc 10-K - Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 2019 [ ] 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 i

January 3, 2020 NT 10-K

WCUI / Wellness Center USA Inc NT 10-K - -

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For period ended: September 30, 2019 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Fo

November 14, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2019 WELLNESS CENTER USA, INC. (Exact name of registrant as specified in its charter) NEVADA 333-173216 27-2980395 (State or other jurisdiction of incorporation or organi

November 14, 2019 EX-1.01

Second Extension dated November 1, 2019 and November 13, 2019.

EX-1.01 2 ex1-01.htm

September 30, 2019 10-Q

WCUI / Wellness Center USA Inc 10-Q - Quarterly Report -

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to WELLNESS CENTER USA, INC. (Name of

September 19, 2019 DEF 14C

Certificate of Amendment as filed with the Secretary of State of Nevada on October 11, 2019.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box:  o Preliminary Information Statement  o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)

August 14, 2019 NT 10-Q

WCUI / Wellness Center USA Inc NT 10-Q - -

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For period ended: June 30, 2019 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10

June 24, 2019 10-Q

WCUI / Wellness Center USA Inc 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 [ ] TRANSITION REPORT PURSUANT TO 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 iss

May 15, 2019 NT 10-Q

WCUI / Wellness Center USA Inc NT 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For period ended: March 31, 2019 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 1

March 29, 2019 10-Q

WCUI / Wellness Center USA Inc (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2018 [ ] TRANSITION REPORT PURSUANT TO 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

March 1, 2019 8-K

Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2019 WELLNESS CENTER USA, INC. (Exact name of registrant as specified in its charter) NEVADA 333-173216 27-2980395 (State or other jurisdiction of incorporation or organiz

February 14, 2019 NT 10-Q

WCUI / Wellness Center USA Inc NT 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For period ended: December 31, 2018 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on For

January 15, 2019 10-K

WCUI / Wellness Center USA Inc 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 2018 [ ] 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 i

December 31, 2018 NT 10-K

WCUI / Wellness Center USA Inc NT 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For period ended: September 30, 2018 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Fo

November 30, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 23, 2018 WELLNESS CENTER USA, INC. (Exact name of registrant as specified in its charter) NEVADA 333-173216 27-2980395 (State or other jurisdiction of incorporation or organi

November 21, 2018 EX-10.9

Joint Venture Agreement dated as of November 15, 2018 by and between PSI Gen 2 Funding, Inc., Psoria-Shield, Inc. and Wellness Center USA, Inc.

November 21, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2018 WELLNESS CENTER USA, INC. (Exact name of registrant as specified in its charter) NEVADA 333-173216 27-2980395 (State or other jurisdiction of incor

August 15, 2018 NT 10-Q

WCUI / Wellness Center USA Inc NT 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For period ended: June 30, 2018 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10

August 15, 2018 10-Q

WCUI / Wellness Center USA Inc 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37960 WELLNE

May 15, 2018 10-Q

WCUI / Wellness Center USA Inc 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37960 WELLN

April 18, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

March 1, 2018 10-Q/A

WCUI / Wellness Center USA Inc FORM 10-Q/A AMENDED QUARTERLY REPORT (Quarterly Report)

Form 10-Q/A Amended Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 28, 2018 10-Q

WCUI / Wellness Center USA Inc FORM 10Q QUARTERLY REPORT (Quarterly Report)

Form 10Q Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

February 23, 2018 10-K/A

WCUI / Wellness Center USA Inc FORM 10-K/A AMENDED ANNUAL REPORT (Annual Report)

Form 10-K/A Amended Annual Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 20, 2018 EX-5.7

Employment Agreement dated as of January 1, 2018 by and between Lee Anne Patterson and Wellness Center USA, Inc.

Exhibit 5.7 Lee Anne Patterson Employment Agreement

February 20, 2018 EX-5.8

Employment Agreement dated as of January 1, 2018 by and between Richard Neal and Wellness Center USA, Inc.

Exhibit 5.8 Richard Neal Employment Agreement

February 20, 2018 EX-5.6

Employment Agreement dated as of January 1, 2018 by and between Rick Howard and Wellness Center USA, Inc.

Exhibit 5.6 Rick Howard Employment Agreement

February 20, 2018 10-K

WCUI / Wellness Center USA Inc FORM 10-K ANNUAL REPORT (Annual Report)

Form 10-K Annual Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 15, 2018 NT 10-Q

WCUI / Wellness Center USA Inc FORM 12B25 NOTICE OF LATE FILING

Form 12b25 Notice of Late Filing U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For period ended: December 31, 2017 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form

February 9, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 f8k0209178k.htm FORM 8K CURRENT RREPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 5, 2018 WELLNESS CENTER USA, INC. (Exact name of registrant as specified in its charter) NEVADA 333-173216 27-2980395 (State or

December 29, 2017 NT 10-K

WCUI / Wellness Center USA Inc FORM 12(B)25 NOTICE OF LATE FILING

Form 12(b)25 Notice of Late Filing U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For period ended: September 30, 2017 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Fo

December 7, 2017 8-K

WCUI / Wellness Center USA Inc FORM 8K CURRENT REPORT (Current Report)

Form 8K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

November 21, 2017 8-K

WCUI / Wellness Center USA Inc FORM 8K CURRENT REPORT (Current Report)

Form 8K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

August 14, 2017 EX-10.1

TRANSFER AGREEMENT

Exhibit 10.1 Transfer Agreement TRANSFER AGREEMENT This Transfer Agreement (“Agreement”) is made as of the 11th day of August, 2017 by and between Jay Joshi, MD (hereinafter referred to as “Executive”), being an officer and director of National Pain Centers, Inc., a Nevada corporation (hereinafter referred to as “NPC”), and Wellness Center USA, Inc., a Nevada corporation and owner of all issued an

August 14, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 12, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Form 10Q Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

February 10, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2016 . TRANSITION REPORT PURSUAN

Form 10Q Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

January 19, 2017 DEF 14C

Wellness Center USA DEFINITIVE 14C INFORMATION STATEMENT

Definitive 14C Information Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 13, 2017 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Form 10-K Annual Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 13, 2017 EX-3.1

Certificate of Amendment as filed with the Secretary of State of Nevada on January 12, 2017.

Exhibit 3.3 Certificate of Amendment

December 30, 2016 NT 10-K

Wellness Center USA FORM 12(B)25 NOTICE OF LATE FILING

Form 12(b)25 Notice of Late Filing U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 X Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For period ended: September 30, 2016 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q

December 7, 2016 EX-99.1

Stealth Mark Opens Office in Silicon Valley to Support Tech Companies with Its Anti-Counterfeiting Technology

Exhibit 99.1 Press Release Stealth Mark Opens Office in Silicon Valley to Support Tech Companies with Its Anti-Counterfeiting Technology Key Executive Retained to Expand Business Development Efforts With Top Tier Technology Companies in Silicon Valley FOR IMMEDIATE RELEASE SUNNYVALE, CALIFORNIA ? December 07, 2016 ?? Wellness Center USA, Inc. (OTCQB: WCUI), today announced that its wholly?owned su

December 7, 2016 8-K

Wellness Center USA FORM 8-K CURRENT REPORT (Current Report/Significant Event)

Form 8-K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

December 7, 2016 EX-10.1

EX-10.1

Exhibit 10.1 Consulting Agreement

September 9, 2016 8-K

Wellness Center USA FORM 8-K CURRENT REPORT (Current Report/Significant Event)

Form 8-K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

August 17, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 . TRANSITION REPORT PURSUANT TO

Form 10-Q Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

August 16, 2016 NT 10-Q

Wellness Center USA FORM 12B25 NOTICE OF LATE FILING

Form 12b25 Notice of Late Filing U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 .Form 10-K .Form 20-F .Form 11-K X .Form 10-Q .Form 10-D .Form N-SAR .Form N-CSR For period ended: June 30, 2016 . Transition Report on Form 10-K . Transition Report on Form 20-F . Transition Report on Form 11-K . Transition Report on F

August 16, 2016 NT 10-Q

Wellness Center USA FORM 12B25 NOTICE OF LATE FILING

Form 12b25 Notice of Late Filing U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 .Form 10-K .Form 20-F .Form 11-K X .Form 10-Q .Form 10-D .Form N-SAR .Form N-CSR For period ended: June 30, 2016 . Transition Report on Form 10-K . Transition Report on Form 20-F . Transition Report on Form 11-K . Transition Report on F

June 3, 2016 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 . TRANSITION

Form 10-Q/A Amended Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

June 1, 2016 10-Q

Wellness Center USA FORM 10-Q QUARTERLY REPORT (Quarterly Report)

Form 10-Q Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 17, 2016 NT 10-Q

Wellness Center USA FORM 12B25 NOTICE OF LATE FILING

Form 12b25 Notice of Late Filing U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 .Form 10-K .Form 20-F .Form 11-K X .Form 10-Q .Form 10-D .Form N-SAR .Form N-CSR For period ended: March 31, 2016 . Transition Report on Form 10-K . Transition Report on Form 20-F . Transition Report on Form 11-K . Transition Report on

May 3, 2016 8-K

Wellness Center USA FORM 8-K CURRENT REPORT (Current Report/Significant Event)

Form 8-K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 3, 2016 EX-16.1

May 2, 2016

Exhibit 16.1 Auditor's Letter Exhibit 16.1 May 2, 2016 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington DC 20549-7561 Re: Wellness Center USA, Inc. Commission File Number: 333-173216 Commissioners: We have read Item 4.01 of Form 8-K dated May 2, 2016, of Wellness Center USA, Inc. and are in agreement with the statements contained therein insofar as they relate to our firm. Ver

February 25, 2016 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 X .QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2015 .TRANSITIO

Form 10-Q/A Amended Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

February 22, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X .QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2015 .TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X .QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2015 .TRANSITION REPORT PURSUANT TO 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 issu

February 16, 2016 NT 10-Q

Wellness Center USA FORM 12B25 NOTICE OF LATE FILING

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 .Form 10-K .Form 20-F .Form 11-K X .Form 10-Q .Form 10-D .Form N-SAR .Form N-CSR For period ended: December 31, 2015 . Transition Report on Form 10-K . Transition Report on Form 20-F . Transition Report on Form 11-K . Transition Report on Form 10-Q . Transition Report

February 2, 2016 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

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, 2015 . 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 b

January 29, 2016 EX-21.1

Wellness Center USA, Inc. List of Subsidiaries Name of Subsidiary or Consolidated Entity Place of Formation/Incorporation (Jurisdiction) Date of Incorporation (Date of Acquisition, if Applicable) Attributable Interest Psoria-Shield Inc. The State of

Exhibit 21.1 Wellness Center USA, Inc. List of Subsidiaries Name of Subsidiary or Consolidated Entity Place of Formation/Incorporation (Jurisdiction) Date of Incorporation (Date of Acquisition, if Applicable) Attributable Interest Psoria-Shield Inc. The State of Florida June 17, 2012 (August 24, 2012) 100% National Pain Centers, Inc. The State of Nevada Florida January 24, 2014 (February 28, 2014)

January 29, 2016 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K 1 f10k09301510k.htm FORM 10-K ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 2015 . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to WELLNESS CE

January 4, 2016 SC 13D

WCUI / Wellness Center USA Inc / CALVIN R O'HARROW TTEE U/A DTD 2/12/2009 O'HARROW LIVING TRUST - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) WELLNESS CENTER USA INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 94973A 103 (CUSIP Number) Andrew J. Kandalepas 1014 E. A

January 4, 2016 SC 13D

WCUI / Wellness Center USA Inc / CALVIN R O'HARROW ROTH IRA - SCHEDULE 13D Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) WELLNESS CENTER USA INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 94973A 103 (CUSIP Number) Andrew J. Kandale

December 31, 2015 NT 10-K

Wellness Center USA FORM 12(B)25 NOTICE OF LATE FILING

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 X Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For period ended: September 30, 2015 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transition Report on Form N-SAR Fo

August 28, 2015 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 . TRANSITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to WELLNESS CENTER USA, INC. (Name of sma

August 25, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 . TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 . TRANSITION REPORT PURSUANT TO 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

August 17, 2015 NT 10-Q

Wellness Center USA FORM 12B25 NOTICE OF LATE FILING

Form 12b25 Notice of Late FIling U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 .Form 10-K .Form 20-F .Form 11-K X .Form 10-Q .Form 10-D .Form N-SAR .Form N-CSR For period ended: June 30, 2015 . Transition Report on Form 10-K . Transition Report on Form 20-F . Transition Report on Form 11-K . Transition Report on F

June 1, 2015 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 . TRANSITION

Amended Quarterly Report on Form 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 26, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 . TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 . TRANSITION REPORT PURSUANT TO 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 issue

May 15, 2015 NT 10-Q

Wellness Center USA FORM 12B25 NOTICE OF LATE FILING

Form 12b25 Notice of Late Filing U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 Form 10-K Form 20-F Form 11-K X Form 10-Q Form 10-D Form N-SAR Form N-CSR For period ended: March 31, 2015 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Trans

April 20, 2015 EX-99.1

Wellness Center USA Inc. Concludes Relationship with JMJ Financial

Exhibit 99.1 Press Release Wellness Center USA Inc. Concludes Relationship with JMJ Financial FOR IMMEDIATE RELEASE SCHAUMBURG, IL ? April 20, 2015 (GLOBE NEWSWIRE) - Wellness Center USA, Inc. (OTCQB: WCUI), today reports that it has completed its second and final payment to JMJ Financial (JMJ) under the Note Termination Agreement previously announced on March 19, 2015. Accordingly, the Company?s

April 20, 2015 8-K

Wellness Center USA 8K CURRENT REPORT (Current Report/Significant Event)

8K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 17, 2015 WELLNESS CENTER USA, INC. (Exact name of registrant as specified in its charter) NEVADA 333-173216 27-2980395 (State or other jurisdiction of incorpor

March 19, 2015 EX-10.6

EX-10.6

EX 10.6 Promissory Note

March 19, 2015 8-K

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 f8k0319158k.htm 8K CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 17, 2015 WELLNESS CENTER USA, INC. (Exact name of registrant as specified in its charter) NEVADA 333-173216 27-2980395 (State or other jur

March 19, 2015 EX-99.1

Wellness Center USA Inc. and JMJ Financial Enter Note Termination Agreement.

EX 99.1 Press Release Wellness Center USA Inc. and JMJ Financial Enter Note Termination Agreement. FOR IMMEDIATE RELEASE SCHAUMBURG, IL?March 19, 2015 (GLOBE NEWSWIRE)-Wellness Center USA, Inc. (OTCQB: WCUI), today announced that it and JMJ Financial (?JMJ?) have entered into a Note Termination Agreement terminating the $350,000 Promissory Note dated April 16, 2014 (the ?Note?) with JMJ. The Note

March 19, 2015 EX-10.7

EX-10.7

EX 10.7 Termination Agreement

February 27, 2015 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2014 . TRANSIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2014 . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to WELLNESS CENTER USA, INC. (Name of

February 23, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2014 . TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2014 . TRANSITION REPORT PURSUANT TO 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 is

February 18, 2015 NT 10-Q

WCUI / Wellness Center USA Inc NT 10-Q - - DECEMBER 31, 2014 10-Q EXTENSION

December 31, 2014 10-Q Extension U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 Form 10-K Form 20-F Form 11-K X Form 10-Q Form 10-D Form N-SAR Form N-CSR For period ended: December 31, 2014 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Tr

January 21, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 f8k0121158k.htm FORM 8-K CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 15, 2015 WELLNESS CENTER USA, INC. (Exact name of registrant as specified in its charter) NEVADA 333-173216 27-2980395 (State or

January 21, 2015 10-K/A

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, 2014 . TRANSITIO

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, 2014 . 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 b

January 21, 2015 EX-99.1

Wellness Center USA Inc. and The Medical Alliance Inc. Create Joint Venture to Produce and Commercialize Psoria-Shield’s Patented LED Technology.

Exhibit 99.1 Press Release EXHIBIT 99.1 Wellness Center USA Inc. and The Medical Alliance Inc. Create Joint Venture to Produce and Commercialize Psoria-Shield’s Patented LED Technology. FOR IMMEDIATE RELEASE SCHAUMBURG, IL – January 15, 2015 (GLOBE NEWSWIRE) – Wellness Center USA, Inc. (OTCQB: WCUI), today announced that it has entered into a Joint Venture (J V) with The Medical Alliance Inc. (TMA

January 15, 2015 EX-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.

EXHIBIT 10.7

January 15, 2015 EX-10.6

Management Service Agreement dated as of February 28, 2014 by and between National Pain Centers, Inc. and National Pain Centers, LLC

EXHIBIT 10.6

January 15, 2015 EX-5.5

Employment Agreement dated as of July 1, 2014 by and between Rick Howard and Wellness Center USA, Inc.

EXHIBIT 5.5

January 15, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 2014 .TRANSITION REPORT UNDER SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 2014 .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 it

January 15, 2015 EX-21.1

List of subsidiaries of the Registrant

EXHIBIT 21.1 Wellness Center USA, Inc. List of Subsidiaries Name of Subsidiary or Consolidated Entity Place of Formation/Incorporation (Jurisdiction) Date of Incorporation (Date of Acquisition, if Applicable) Attributable Interest CNS Wellness Florida, LLC The State of Florida May 26, 2009 (August 2, 2012) 100% Psoria-Shield Inc. The State of Florida June 17, 201 (August 24, 2012)2 100% National P

January 15, 2015 EX-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.

EXHIBIT 10.8

December 29, 2014 NT 10-K

WCUI / Wellness Center USA Inc NT 10-K - - SEPTEMBER 30, 2014 10-K EXTENSION

September 30, 2014 10-K Extension U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 X Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For period ended: September 30, 2014 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q

October 1, 2014 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

FORM 8-K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

August 25, 2014 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 . TRANSITION

June 30, 2014 10-Q/A1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

August 21, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X .QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 .TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X .QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 .TRANSITION REPORT PURSUANT TO 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 i

August 14, 2014 NT 10-Q

WCUI / Wellness Center USA Inc NT 10-Q - - FORM 12B-25 NOTICE OF LATE FILING

March 31, 2014 10-Q Extension U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 .Form 10-K .Form 20-F .Form 11-K X .Form 10-Q .Form 10-D .Form N-SAR .Form N-CSR For period ended: June 30, 2014 . Transition Report on Form 10-K . Transition Report on Form 20-F . Transition Report on Form 11-K . Transition Report on Form

June 17, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Form 8-K Current Report June 10, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 23, 2014 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 . TRANSITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to WELLNESS CENTER USA, INC. (Name of sm

May 20, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 . TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 . TRANSITION REPORT PURSUANT TO 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 issue

May 15, 2014 NT 10-Q

- MARCH 31, 2014 10-Q EXTENSION

March 31, 2014 10-Q Extension U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 Form 10-K Form 20-F Form 11-K X Form 10-Q Form 10-D Form N-SAR Form N-CSR For period ended: March 31, 2014 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transiti

April 17, 2014 EX-5.3

LOCK-UP AGREEMENT

Exhibit 5.3 Lock-up Agreement Exhibit 5.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT, dated as of April 11th 2014 (the "Agreement"), is made by and among Wellness Center USA Inc. (the "Company" or “WCUI”), and Scot Johnson (the “Shareholder”), and collectively the “Parties”. (1) Lock-Up Period: the Shareholder agrees that, for the period (the “Lock-Up Period”), the Shareholder will observe the restr

April 17, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Form 8-K Current Report April 11, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

April 10, 2014 EX-2.1

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.

Exhibit 2.1 Asset Purchase Agreement EXHIBIT 2.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (“Agreement”) is entered into effective as of March 31, 2014 (the “Effective Date”), by and among Stealthco, Inc., an Illinois corporation (“Buyer”) and wholly-owned subsidiary of Wellness Center USA, Inc., a Nevada corporation (“WCUI”); SMI Holdings, Inc., a Minnesota corporation d/b/a Stealth

April 10, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K CURRENT REPORT APRIL 4, 2014

Form 8-K Current Report April 4, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

April 10, 2014 EX-99.1

EX-99.1

Exhibit 99.1 Press Release Exhibit 99.1

March 4, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 f8k0304148k.htm FORM 8-K CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2014 WELLNESS CENTER USA, INC. (Exact name of registrant as specified in its charter) NEVADA 333-173216 27-2980395 (State or

March 4, 2014 EX-2.1

Exchange Agreement dated February 28, 2014 by and between National Pain Centers, Inc. and Wellness Center USA, Inc.

Exhibit 2.1 Exchange Agreement EXHIBIT 2.1 EXCHANGE AGREEMENT This Exchange Agreement (“Agreement”) is made this 28th day of January, 2014 by and between Jay Joshi, MD (hereinafter referred to as a “Executive Shareholder”), being the sole Shareholder, officer, and director of National Pain Centers, Inc., a Nevada corporation (hereinafter referred to as “NPC”), and Wellness Center USA, Inc., a Neva

March 4, 2014 EX-99.1

Wellness Center USA, Inc. Completes Acquisition of National Pain Centers, Inc. National Pain Centers Inc. is now a wholly owned subsidiary of WCUI.

Exhibit 99.1 Press Release EXHIBIT 99.1 Wellness Center USA, Inc. Completes Acquisition of National Pain Centers, Inc. National Pain Centers Inc. is now a wholly owned subsidiary of WCUI. SCHAUMBURG, IL, March 4, 2014 - Wellness Center USA, Inc. (OTCQB: WCUI), a healthcare and medical solutions provider, today announced the closing of its acquisition of National Pain Centers, Inc. (NPC) on Februar

February 19, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X .QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2013 .TRANSITION REPORT PURSUANT

Form 10-Q Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

February 14, 2014 NT 10-Q

- DECEMBER 31, 2013 10-Q EXTENSION

December 31, 2013 10-Q Extension U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 Form 10-K Form 20-F Form 11-K X Form 10-Q Form 10-D Form N-SAR Form N-CSR For period ended: December 31, 2013 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Tr

January 28, 2014 EX-2.1

Exchange Agreement dated February 28, 2014 by and between National Pain Centers, Inc. and Wellness Center USA, Inc.

Exhibt 2.1 Exchange Agreement EXCHANGE AGREEMENT This Exchange Agreement (“Agreement”) is made this 28th day of January, 2014 by and between Jay Joshi, MD (hereinafter referred to as a “Executive Shareholder”), being the sole Shareholder, officer, and director of National Pain Centers, Inc., a Nevada corporation (hereinafter referred to as “NPC”), and Wellness Center USA, Inc., a Nevada corporatio

January 28, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - CURRENT REPORT ON FORM 8-K

Current Report on Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

January 28, 2014 EX-99.1

Wellness Center USA, Inc. Signs Agreement to Acquire National Pain Centers, Inc. WCUI acquires National Pain Centers, Inc. to expand its top-tier medical practices in the interventional and multi-modal pain management sector.

Exhibit 99.1 Press Release Wellness Center USA, Inc. Signs Agreement to Acquire National Pain Centers, Inc. WCUI acquires National Pain Centers, Inc. to expand its top-tier medical practices in the interventional and multi-modal pain management sector. SCHAUMBURG, Ill., January 28, 2014 - Wellness Center USA, Inc. (OTCQB: WCUI), a Schaumburg IL based healthcare solutions provider, today announced

January 28, 2014 EX-17.2

EX-17.2

EX-17.2 4 f8k012814ex17z2.htm EXHIBIT 17.2 DUPLACK CORRESPONDENCE

January 28, 2014 EX-17.1

EX-17.1

Exhibit 17.1 McNamara Correspondence

January 21, 2014 10-K/A

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, 2013 . TRANSITIO

September 30, 2013 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 14, 2014 EX-21.1

Wellness Center USA, Inc. List of Subsidiaries

Exhibit 21.1 Wellness Center USA, Inc. List of Subsidiaries Name of Subsidiary or Consolidated Entity Place of Formation/ Incorporation (Jurisdiction) Date of Incorporation (Date of Acquisition, if Applicable) Attributable Interest CNS Wellness Florida, LLC The State of Florida May 26, 2009 (August 2, 2012) 100% Psoria-Shield Inc. The State of Florida June 17, 2012 (August 24, 2012) 100%

January 14, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 2013 . TRANSITION REPORT UNDER SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 2013 . 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

January 14, 2014 EX-10.6

EX-10.6

Exhibit 10.6

December 31, 2013 NT 10-K

- SEPTEMBER 30, 2013 10-K EXTENSION

September 30, 2013 10-K Extension U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 X Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For period ended: September 30, 2013 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q

September 19, 2013 EX-99.1

Wellness Center USA, Inc. Completes $1.6 Million Capitalization

EX-99.1 4 f8k091913ex99z1.htm EXHIBIT 99.1 PRESS RELEASE Wellness Center USA, Inc. Completes $1.6 Million Capitalization FOR IMMEDIATE RELEASE SCHAUMBURG, IL – September 19, 2013 – Wellness Center USA, Inc. (OTCQB: WCUI), today announced that it has received $1,648,500 from the sale of 4,121,250 restricted shares of its common stock (the “Shares”) to 53 individual accredited investors. Participant

September 19, 2013 EX-10.1

SUBSCRIPTION AGREEMENT

EX-10.1 2 f8k091913ex10z1.htm EXHIBIT 10.1 FORM OF SUBSCRIPTION AGREEMENT Wellness Center USA, Inc. CONFIDENTIAL CONFIDENTIAL Important: Read this letter carefully and complete as indicated. Forward this letter signed and completed together with your check to Wellness Center USA, Inc., at the address shown in paragraph 15. SUBSCRIPTION AGREEMENT The undersigned (“Subscriber”), a resident of hereby

September 19, 2013 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - CURRENT REPORT ON FORM 8-K

Current Report on Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

September 19, 2013 EX-10.2

FORM OF WARRANT

EX-10.2 3 f8k091913ex10z2.htm EXHIBIT 10.2 FORM OF WARRANT Wellness Center USA, Inc. FORM OF WARRANT THIS WARRANT AND THE SECURITIES UNDERLYING THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER APPLICABLE STATE SECURITIES LAWS. THE WARRANT HAS BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT AND WITHOUT A VIEW TO RESALE OR DISTRIBUTION T

August 19, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 . TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 . TRANSITION REPORT PURSUANT TO 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

August 14, 2013 NT 10-Q

- JUNE 30, 2013 10-Q EXTENSION

June 30, 2013 10-Q Extension U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 Form 10-K Form 20-F Form 11-K X Form 10-Q Form 10-D Form N-SAR Form N-CSR For period ended: June 30, 2013 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transition

May 20, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 . TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 . TRANSITION REPORT PURSUANT TO 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 issue

May 15, 2013 NT 10-Q

- MARCH 31, 2013 10-Q EXTENSION

March 31, 2013 10-Q Extension U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 Form 10-K Form 20-F Form 11-K X Form 10-Q Form 10-D Form N-SAR Form N-CSR For period ended: March 31, 2013 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transiti

February 21, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2012 . TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2012 . TRANSITION REPORT PURSUANT TO 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 is

February 13, 2013 NT 10-Q

- DECEMBER 31, 2012 10-Q EXTENSION

December 31, 2012 10-Q Extension U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 Form 10-K Form 20-F Form 11-K X Form 10-Q Form 10-D Form N-SAR Form N-CSR For period ended: December 31, 2012 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Tr

January 22, 2013 EX-5.3

EX-5.3

Exhibit 5.3 Employment Agreement

January 22, 2013 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10-K (10-K/A1) (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, 2012

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10-K (10-K/A1) (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, 2012 . 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

January 22, 2013 EX-99.2

CNS Wellness Florida, LLC June 30, 2012 and 2011 Index to the Financial Statements

EX-99.2 14 f8ka3012213ex99z2.htm EXHIBIT 99.2 JUNE 30 FINANCIALS Exhibit 99.2 CNS Wellness Florida, LLC June 30, 2012 and 2011 Index to the Financial Statements Contents Page(s) Balance Sheets at June 30, 2012 (Unaudited) and September 30, 2011 F-2 Statements of Operations for the Nine Months Ended June 30, 2012 and 2011 (Unaudited) F-3 Statement of Members’ Equity (Deficit) for the Interim Period

January 22, 2013 EX-2.1

EXCHANGE AGREEMENT

EX-2.1 2 f8ka3012213ex2z1.htm EXHIBIT 2.1 EXCHANGE AGREEMENT EXCHANGE AGREEMENT This Exchange Agreement (“Agreement”) is made this 30th day of May, 2012 by and between William A. Lambos, Ph.D. and Peter A. Hannouche (hereinafter respectively referred to individually as a “Member” and collectively as the “Members”), of CNS-WELLNESS FLORIDA, LLC, a Florida limited liability company d/b/a Cognitive N

January 22, 2013 EX-99.3

Wellness Center USA, Inc. CNS Wellness Florida, LLC Index to the Pro Forma Combined Financial Statements Contents Page(s)

EX-99.3 15 f8ka3012213ex99z3.htm EXHIBIT 99.3 PRO FORMA Exhibit 99.3 Wellness Center USA, Inc. and CNS Wellness Florida, LLC Index to the Pro Forma Combined Financial Statements (Unaudited) Contents Page(s) Pro Forma Combined Financial Statements P-2 Pro Forma Combined Balance Sheet at June 30, 2012 P-3 Pro Forma Combined Statement of Operations for the Nine Months Ended June 30, 2012 P-4 Pro Form

January 22, 2013 EX-10.3

EX-10.3

EX-10.3 10 f8ka3012213ex10z3.htm EXHIBIT 10.3 PROMISSORY NOTE

January 22, 2013 EX-2.2

Exchange Agreement dated June 21, 2012 by and between Psoria-Shield Inc. and Wellness Center USA, Inc.

EX-2.2 3 f8ka3012213ex2z2.htm EXHIBIT 2.2 EXCHANGE AGREEMENT EXCHANGE AGREEMENT This Exchange Agreement (“Agreement”) is made this 21st day of June, 2012 by and between Scot Johnson, Andrew Stewart, James Fuller, & Joseph Pergolizzi Jr., M.D. (hereinafter referred to individually as a “Executive Shareholder” and collectively as the “Executive Shareholders”), being certain of the Shareholders who a

January 22, 2013 EX-99.1

CNS Wellness Florida, LLC September 30, 2011 and 2010 Index to the Financial Statements

EX-99.1 13 f8ka3012213ex99z1.htm EXHIBIT 99.1 SEPTEMBER 30 FINANCIALS Exhibit 99.1 CNS Wellness Florida, LLC September 30, 2011 and 2010 Index to the Financial Statements Contents Page(s) Report of Independent Registered Public Accounting Firm F-2 Balance Sheets at September 30, 2011 and 2010 F-3 Statements of Operations for the Fiscal Year Ended September 30, 2011 and 2010 F-4 Statement of Member

January 22, 2013 EX-21.1

Wellness Center USA, Inc. Subsidiaries of the Company

Exhibit 21.1 Wellness Center USA, Inc. Subsidiaries of the Company Name of Subsidiary or Consolidated Entity Place of Formation/Incorporation (Jurisdiction) Date of Incorporation (Date of Acquisition, if Applicable) Attributable Interest CNS Wellness Florida, LLC The State of Florida May 26, 2009 (August 2, 2012) 100% Psoria-Shield Inc. The State of Florida June 17, 2012 (August 24, 2012) 100%

January 22, 2013 EX-10.5

License Agreement dated as of December 11, 2010 by and between Psoria-Shield Inc. and Scot L. Johnson.

EX-10.5 12 f8ka3012213ex10z5.htm EXHIBIT 10.5 EXCLUSIVE LICENSE AGREEMENT EXCLUSIVE LICENSE AGREEMENT THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is made and entered into this 11th day of December, 2010, by and among Scot L. Johnson (“Johnson”) (referred to herein as the “Licensor”), and PSORIA-SHIELD Inc., a Florida corporation (“Licensee”). W I T N E S S E T H : WHEREAS, Licensor jointly

January 22, 2013 EX-10.4

License Agreement dated as of August 25, 2009 by and between Psoria-Shield Inc. and Scot L. Johnson.

Exhibit 10.4 Exclusive License Agreement EXCLUSIVE LICENSE AGREEMENT THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is made and entered into this 25th day of August, 2009, by and among Scot L. Johnson (“Johnson”), Edwin T. Longo (“Longo”, and together with Johnson collectively referred to herein as “Licensors”), and PSORIA-SHIELD Inc., a Florida corporation (“Licensee”). W I T N E S S E T H :

January 22, 2013 EX-10.1

EX-10.1

Exhibit 10.1 Promissory Note

January 22, 2013 EX-10.2

EX-10.2

EX-10.2 9 f8ka3012213ex10z2.htm EXHIBIT 10.2 PROMISSORY NOTE

January 22, 2013 EX-2.3

EX-2.3

EX-2.3 4 f8ka3012213ex2z3.htm EXHIBIT 2.3 DISTRIBUTORSHIP AGREEMENT

January 22, 2013 8-K/A

Changes in Control of Registrant, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - 8-K/A AMENDED CURRENT REPORT

8-K/A Amended Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

January 22, 2013 CORRESP

-

SEC Response January 22, 2013 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

January 22, 2013 EX-99.5

Wellness Center USA, Inc. Completes Psoria-Shield Inc. Acquisition Psoria-Shield Inc. is now a Wholly Owned Subsidiary of Wellness Center USA, Inc.

EX-99.5 17 f8ka3012213ex99z5.htm EXHIBIT 99.2 PRESS RELEASE Contact: At The Company: Andrew J. Kandalepas Tel: 847.925.1885 Fax: 847.925.1859 [email protected] FOR IMMEDIATE RELEASE Wellness Center USA, Inc. Completes Psoria-Shield Inc. Acquisition Psoria-Shield Inc. is now a Wholly Owned Subsidiary of Wellness Center USA, Inc. SCHAUMBURG, IL, August 28, 2012 /PRNewswire/ - Wellness Cen

January 22, 2013 EX-99.4

Wellness Center USA, Inc. Acquisition of CNS-Wellness LLC – Completed CNS-Wellness is now a Wholly Owned Subsidiary of Wellness Center USA, Inc.

EX-99.4 16 f8ka3012213ex99z4.htm EXHIBIT 99.1 PRESS RELEASE Wellness Center USA, Inc. Acquisition of CNS-Wellness LLC – Completed CNS-Wellness is now a Wholly Owned Subsidiary of Wellness Center USA, Inc. SCHAUMBURG, Ill., Aug 8, 2012 /PRNewswire/ - Wellness Center USA, Inc. (OTCQB: WCUI), a Schaumburg, IL based healthcare and nutraceutical company, today announced the consummation of its CNS-Well

January 16, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 2012 . TRANSITION REPORT UNDER SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 2012 . 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

January 9, 2013 EX-99.4

Wellness Center USA, Inc. CNS Wellness Florida, LLC Psoria-Shield Inc. Index to the Pro Forma Combined Financial Statements Contents Page(s) Pro Forma Combined Balance Sheet at June 30, 2012 P-2 Pro Forma Combined Statement of Operations for the Nine

Exhibit 99.4 Pro Forma Combined Financial Stmts Wellness Center USA, Inc. CNS Wellness Florida, LLC and Psoria-Shield Inc. Index to the Pro Forma Combined Financial Statements (Unaudited) Contents Page(s) Pro Forma Combined Balance Sheet at June 30, 2012 P-2 Pro Forma Combined Statement of Operations for the Nine Months Ended June 30, 2012 P-3 Pro Forma Combined Statement of Operations for the Fis

January 9, 2013 8-K/A

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - AMENDED CURRENT REPORT ON FORM 8-K/A

Amended Current Report on Form 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

January 9, 2013 EX-99.3

Psoria-Shield Inc. June 30, 2012 and 2011 Index to the Financial Statements Contents Page(s) Balance Sheets at June 30, 2012 (Unaudited) and September 30, 2011 F-2 Statements of Operations for the Nine Months Ended June 30, 2012 and 2011 (Unaudited)

Psoria-Shield Inc. June 30, 2012 and 2011 Index to the Financial Statements Contents Page(s) Balance Sheets at June 30, 2012 (Unaudited) and September 30, 2011 F-2 Statements of Operations for the Nine Months Ended June 30, 2012 and 2011 (Unaudited) F-3 Statement of Stockholders’ Equity (Deficit) for the Interim Period Ended June 30, 2012 (Unaudited) F-4 Statements of Cash Flows for the Nine Month

January 9, 2013 EX-99.2

Psoria-Shield Inc. September 30, 2011 and 2010 Index to the Financial Statements

Psoria-Shield Inc. September 30, 2011 and 2010 Index to the Financial Statements Contents Page(s) Report of Independent Registered Public Accounting Firm F-2 Balance Sheets at September 30, 2011 and 2010 F-3 Statements of Operations for the Fiscal Year Ended September 30, 2011 and 2010, and for the period from June 17, 2009 (inception) through September 30, 2011 F-4 Statement of Stockholders’ Equi

December 31, 2012 NT 10-K

- SEPTEMBER 30, 2012 10-K EXTENSION

September 30, 2012 10-K Extension U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 X Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For period ended: September 30, 2012 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q

December 21, 2012 EX-10.1

EX-10.1

Exhibit 10.1 Promissory Note

December 21, 2012 EX-10.2

EX-10.2

Exhibit 10.2 Promissory Note

December 21, 2012 EX-99.1

Wellness Center USA, Inc. Acquisition of CNS-Wellness LLC – Completed CNS-Wellness is now a Wholly Owned Subsidiary of Wellness Center USA, Inc.

Exhibit 99.1 Press Release Wellness Center USA, Inc. Acquisition of CNS-Wellness LLC – Completed CNS-Wellness is now a Wholly Owned Subsidiary of Wellness Center USA, Inc. SCHAUMBURG, Ill., Aug 8, 2012 /PRNewswire/ - Wellness Center USA, Inc. (OTCQB: WCUI), a Schaumburg, IL based healthcare and nutraceutical company, today announced the consummation of its CNS-Wellness LLC (CNS) acquisition. CNS i

December 21, 2012 EX-2.2

EXCHANGE AGREEMENT

Exhibit 2.2 Exchange Agreement EXCHANGE AGREEMENT This Exchange Agreement (“Agreement”) is made this 21st day of June, 2012 by and between Scot Johnson, Andrew Stewart, James Fuller, & Joseph Pergolizzi Jr., M.D. (hereinafter referred to individually as a “Executive Shareholder” and collectively as the “Executive Shareholders”), being certain of the Shareholders who are also officers or directors

December 21, 2012 EX-10.5

EXCLUSIVE LICENSE AGREEMENT

Exhibit 10.5 Exclusive License Agreement EXCLUSIVE LICENSE AGREEMENT THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is made and entered into this 11th day of December, 2010, by and among Scot L. Johnson (“Johnson”) (referred to herein as the “Licensor”), and PSORIA-SHIELD Inc., a Florida corporation (“Licensee”). W I T N E S S E T H : WHEREAS, Licensor jointly holds and owns all right, title,

December 21, 2012 EX-99.2

Wellness Center USA, Inc. Completes Psoria-Shield Inc. Acquisition Psoria-Shield Inc. is now a Wholly Owned Subsidiary of Wellness Center USA, Inc.

Exhibit 99.2 Press Release Contact: At The Company: Andrew J. Kandalepas Tel: 847.925.1885 Fax: 847.925.1859 [email protected] FOR IMMEDIATE RELEASE Wellness Center USA, Inc. Completes Psoria-Shield Inc. Acquisition Psoria-Shield Inc. is now a Wholly Owned Subsidiary of Wellness Center USA, Inc. SCHAUMBURG, IL, August 28, 2012 /PRNewswire/ - Wellness Center USA, Inc. (OTCQB: WCUI), a Sc

December 21, 2012 EX-5.3

EX-5.3

Exhibit 5.3 Employment Agreement

December 21, 2012 EX-10.3

EX-10.3

Exhibit 10.3 Promissory Note

December 21, 2012 EX-2.1

EXCHANGE AGREEMENT

Exhibit 2.1 Exchange Agreement EXCHANGE AGREEMENT This Exchange Agreement (“Agreement”) is made this 30th day of May, 2012 by and between William A. Lambos, Ph.D. and Peter A. Hannouche (hereinafter respectively referred to individually as a “Member” and collectively as the “Members”), of CNS-WELLNESS FLORIDA, LLC, a Florida limited liability company d/b/a Cognitive Neuro Sciences (hereinafter ref

December 21, 2012 EX-99.3

Wellness Center USA, Inc. CNS Wellness Florida, LLC Index to the Pro Forma Combined Financial Statements Contents Page(s)

Exhibit 99.3 Pro Forma Wellness Center USA, Inc. and CNS Wellness Florida, LLC Index to the Pro Forma Combined Financial Statements (Unaudited) Contents Page(s) Pro Forma Combined Financial Statements P-2 Pro Forma Combined Balance Sheet at June 30, 2012 P-3 Pro Forma Combined Statement of Operations for the Nine Months Ended June 30, 2012 P-4 Pro Forma Combined Statement of Operations for the Fis

December 21, 2012 8-K/A

Changes in Control of Registrant, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - 8-K/A AMENDED CURRENT REPORT

8-K/A Amended Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

December 21, 2012 EX-10.4

EXCLUSIVE LICENSE AGREEMENT

EX-10.4 11 f8ka2121912ex10z4.htm EXHIBIT 10.4 EXCLUSIVE LICENSE AGREEMENT EXCLUSIVE LICENSE AGREEMENT THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is made and entered into this 25th day of August, 2009, by and among Scot L. Johnson (“Johnson”), Edwin T. Longo (“Longo”, and together with Johnson collectively referred to herein as “Licensors”), and PSORIA-SHIELD Inc., a Florida corporation (“

December 21, 2012 EX-2.3

EX-2.3

Exhibit 2.3 Distributorship Agreement

December 20, 2012 CORRESP

-

8-K/A2 SEC Response December 20, 2012 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

November 29, 2012 CORRESP

-

CORRESP 2 filename2.htm November 29, 2012 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jeffrey P. Riedler, Assistant Director In re: Wellness Center USA, Inc. Amendment No. 1 to Current Report on Form 8-K Filed October 23, 2012 File No. 333-173216 Dear Mr. Riedler: On behalf of Wellness Center USA, Inc. (

November 29, 2012 CORRESP

-

November 29, 2012 SEC Correspondence November 29, 2012 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

October 23, 2012 EX-2.1

EXCHANGE AGREEMENT

Exhibit 2.1 EXCHANGE AGREEMENT This Exchange Agreement (“Agreement”) is made this 30th day of May, 2012 by and between William A. Lambos, Ph.D. and Peter A. Hannouche (hereinafter respectively referred to individually as a “Member” and collectively as the “Members”), of CNS-WELLNESS FLORIDA, LLC, a Florida limited liability company d/b/a Cognitive Neuro Sciences (hereinafter referred to as “CNS”),

October 23, 2012 EX-99.1

CNS Wellness Florida, LLC September 30, 2011 and 2010 Index to the Financial Statements

Exhibit 99.1 CNS Wellness Florida, LLC September 30, 2011 and 2010 Index to the Financial Statements Contents Page(s) Report of Independent Registered Public Accounting Firm F-2 Balance Sheets at September 30, 2011 and 2010 F-3 Statements of Operations for the Fiscal Year Ended September 30, 2011 and 2010 F-4 Statement of Members’ Equity (Deficit) for the Fiscal Year Ended September 30, 2011 and 2

October 23, 2012 EX-99.2

CNS Wellness Florida, LLC June 30, 2012 and 2011 Index to the Financial Statements

Exhibit 99.2 CNS Wellness Florida, LLC June 30, 2012 and 2011 Index to the Financial Statements Contents Page(s) Balance Sheets at June 30, 2012 (Unaudited) and September 30, 2011 F-2 Statements of Operations for the Nine Months Ended June 30, 2012 and 2011 (Unaudited) F-3 Statement of Members’ Equity (Deficit) for the Interim Period Ended June 30, 2012 (Unaudited) F-4 Statements of Cash Flows for

October 23, 2012 8-K/A

Changes in Control of Registrant, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K/A AMENDED CURRENT REPORT

FORM 8-K/A Amended Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

October 23, 2012 EX-99.3

Wellness Center USA, Inc. CNS Wellness Florida, LLC Index to the Pro Forma Combined Financial Statements

EX-99.3 7 f8ka102212ex99z3.htm EXHIBIT 99.3 ACQUISITION PRO FORMA FINANCIALS Exhibit 99.3 Wellness Center USA, Inc. and CNS Wellness Florida, LLC Index to the Pro Forma Combined Financial Statements (Unaudited) Contents Page(s) Pro Forma Combined Financial Statements P-2 Pro Forma Combined Balance Sheet at June 30, 2012 P-3 Pro Forma Combined Statement of Operations for the Nine Months Ended June

September 11, 2012 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 . TRANSITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. WELLNESS CENTER USA, INC. (Exact name

August 29, 2012 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K CURRENT REPORT

FORM 8-K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

August 29, 2012 EX-2.1

EXCHANGE AGREEMENT

EX-2.1 2 f8k082912ex2z1.htm EXHIBIT 2.1 EXCHANGE AGREEMENT PSORIA SHIELD INC Exhibit 2.1 EXCHANGE AGREEMENT This Exchange Agreement (“Agreement”) is made this 20th day of June, 2012 by and between Scot Johnson, Andrew Stewart, James Fuller, & Joseph Pergolizzi Jr., M.D. (hereinafter referred to individually as a “Executive Shareholder” and collectively as the “Executive Shareholders”), being certa

August 29, 2012 EX-99.1

Wellness Center USA, Inc. Completes Psoria-Shield Inc. Acquisition Psoria-Shield Inc. is now a Wholly Owned Subsidiary of Wellness Center USA, Inc.

Exhibit 99.1 Press Release Exhibit 99.1 Contact: At The Company: Andrew J. Kandalepas Tel: 847.925.1885 Fax: 847.925.1859 [email protected] FOR IMMEDIATE RELEASE Wellness Center USA, Inc. Completes Psoria-Shield Inc. Acquisition Psoria-Shield Inc. is now a Wholly Owned Subsidiary of Wellness Center USA, Inc. SCHAUMBURG, IL, August 28, 2012 /PRNewswire/ - Wellness Center USA, Inc. (OTCQB

August 22, 2012 CORRESP

-

SEC Response Letter August 21, 2012 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

August 22, 2012 CORRESP

-

SEC Correspondence August 21, 2012 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

August 20, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 . TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. WELLNESS CENTER USA, INC. (Exact name of registrant as

August 14, 2012 NT 10-Q

- JUNE 30, 2012 10-Q EXTENSION

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 Form 10-K Form 20-F Form 11-K X Form 10-Q Form 10-D Form N-SAR Form N-CSR For period ended: June 30, 2012 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transition Report on Form N-SAR For the

August 8, 2012 8-K

Changes in Control of Registrant, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K CURRENT REPORT

FORM 8-K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

August 8, 2012 EX-2.1

EXCHANGE AGREEMENT

Exhibit 2.1 Exchange Agreement Exhibit 2.1 EXCHANGE AGREEMENT This Exchange Agreement (“Agreement”) is made this 30th day of May, 2012 by and between William A. Lambos, Ph.D. and Peter A. Hannouche (hereinafter respectively referred to individually as a “Member” and collectively as the “Members”), of CNS-WELLNESS FLORIDA, LLC, a Florida limited liability company d/b/a Cognitive Neuro Sciences (her

August 8, 2012 EX-99.1

Wellness Center USA, Inc. Acquisition of CNS-Wellness LLC – Completed CNS-Wellness is now a Wholly Owned Subsidiary of Wellness Center USA, Inc.

Exhibit 99.1 Press Release Exhibit 99.1 Wellness Center USA, Inc. Acquisition of CNS-Wellness LLC – Completed CNS-Wellness is now a Wholly Owned Subsidiary of Wellness Center USA, Inc. SCHAUMBURG, Ill., Aug 8, 2012 /PRNewswire/ - Wellness Center USA, Inc. (OTCQB: WCUI), a Schaumburg, IL based healthcare and nutraceutical company, today announced the consummation of its CNS-Wellness LLC (CNS) acqui

June 26, 2012 EX-99.1

Wellness Center USA, Inc. Signs Agreement to Acquire Psoria-Shield Inc. Psoria-Shield technology treats Psoriasis, Eczema, Alopecia Areata, Vitiligo and other ultraviolet-treatable skin diseases

Exhibit 99.1 Press Release Exhibit 99.1 Contact: At The Company: Andrew J. Kandalepas Tel: 847.925.1885 Fax: 847.925.1859 [email protected] FOR IMMEDIATE RELEASE Wellness Center USA, Inc. Signs Agreement to Acquire Psoria-Shield Inc. Psoria-Shield technology treats Psoriasis, Eczema, Alopecia Areata, Vitiligo and other ultraviolet-treatable skin diseases SCHAUMBURG, IL, June 21, 2012 /P

June 26, 2012 EX-2.1

EXCHANGE AGREEMENT

Exhibit 2.1 Exchange Agreement Exhibit 2.1 EXCHANGE AGREEMENT This Exchange Agreement (“Agreement”) is made this 21st day of June, 2012 by and between Scot Johnson, Andrew Stewart, James Fuller, & Joseph Pergolizzi Jr., M.D. (hereinafter referred to individually as a “Executive Shareholder” and collectively as the “Executive Shareholders”), being certain of the Shareholders who are also officers o

June 26, 2012 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2012 WELLNESS CENTER USA, INC. (Exact name of registrant as specified in its charter) NEVADA 333-173216 27-2980395 (State or other jurisdiction of incorporation or o

June 4, 2012 EX-99.1

Wellness Center USA, INC. Signs Agreement to Acquire CNS Wellness Florida, LLC CNS Wellness technology treats anxiety, depression, autism, epilepsy, ADHD and others without drugs

Exhibit 99.1 Press Release Exhibit 99.1 PRESS RELEASE Wellness Center USA, INC. Signs Agreement to Acquire CNS Wellness Florida, LLC CNS Wellness technology treats anxiety, depression, autism, epilepsy, ADHD and others without drugs SCHAUMBURG, IL., May 31, 2012 /PRNewswire/ - Wellness Center USA, Inc. (OTCQB/OTCBB:WCUI), a Schaumburg IL based healthcare and nutraceutical company, today announced

June 4, 2012 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2012 WELLNESS CENTER USA, INC. (Exact name of registrant as specified in its charter) NEVADA 333-173216 27-2980395 (State or other jurisdiction of incorporation or or

June 4, 2012 EX-2.1

EXCHANGE AGREEMENT

Exhibit 2.1 Share Exchange Agreement Exhibit 2.1 EXCHANGE AGREEMENT This Exchange Agreement (“Agreement”) is made this 30th day of May, 2012 by and between William A. Lambos, Ph.D. and Peter A. Hannouche (hereinafter respectively referred to individually as a “Member” and collectively as the “Members”), of CNS-WELLNESS FLORIDA, LLC, a Florida limited liability company d/b/a Cognitive Neuro Science

May 18, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 . TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. WELLNESS CENTER USA, INC. (Exact name of registrant as

May 16, 2012 NT 10-Q

- MARCH 31, 2012 10-Q EXTENSION

March 31, 2012 10-Q Extension U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 Form 10-K Form 20-F Form 11-K X Form 10-Q Form 10-D Form N-SAR Form N-CSR For period ended: March 31, 2012 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transiti

April 12, 2012 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A2 X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2011 . TRANSITION REPORT PURS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A2 X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2011 . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. WELLNESS CENTER USA, INC. (Exact name of registr

March 12, 2012 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2011 . TRANSITION REPORT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2011 . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. WELLNESS CENTER USA, INC. (Exact name of registra

February 15, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2011 . TRANSITION REPORT PURSUAN

December 31, 2011 10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

February 14, 2012 NT 10-Q

- FORM 12B-25

Form 12b-25 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-173216 Form 10-K Form 20-F Form 11-K X Form 10-Q Form 10-D Form N-SAR Form N-CSR For period ended: December 31, 2011 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transition Report on Fo

December 13, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 2011 . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.: 333-173216 WELLNESS CENTER USA, INC. (N

October 20, 2011 CORRESP

October 20, 2011

October 20, 2011 John L. Krug The United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Wellness Center USA, Inc. (the “Company”) Registration Statement on Form S-1, File No. 333-173216 Mr. Krug, Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests acceleration of the effective date of it

October 7, 2011 EX-99

FORM OF WARRANT

EX 99.2 Warrant Agreement Exhibit 99.2 FORM OF WARRANT THIS WARRANT AND THE SECURITIES UNDERLYING THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER APPLICABLE STATE SECURITIES LAWS. THE WARRANT HAS BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT, AND WITHOUT A VIEW TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE TRANSFERRED OR DISPOSE

October 7, 2011 EX-99

LETTER OF UNDERSTANDING

Ex 99.6 Protein Factory Agreement Exhibit 99.6 LETTER OF UNDERSTANDING September 20, 2011 This Letter of Understanding is Between: WELLNESS CENTER USA, INC. 1014 E. Algonquin Road - Suite111 Schaumburg, IL 60173 And, PROTEIN FACTORY 991 Cedar Bridge Ave. Brick, New Jersey VALUE ADDED DISTRIBUTORSHIP (VAD) WHEREAS, the Company (hereinafter referred to as “WCU”), is engaged in developing an online s

October 7, 2011 EX-99

SUBSCRIPTION AGREEMENT

Exhibit 99.1 CONFIDENTIAL CONFIDENTIAL Important: Read this letter carefully and complete as indicated. Forward this letter signed and completed together with your check to Wellness Center USA, Inc., at the address shown in paragraph 15. SUBSCRIPTION AGREEMENT The undersigned (?Subscriber?), a resident of hereby subscribes for and agrees to purchase and pay for an aggregate of (a) shares (the ?Sha

October 7, 2011 EX-99

EX-99

Ex 99.4 Lease Agreement

October 7, 2011 EX-99

WELLNESS CENTER, INC. CONSULTANCY SERVICE AGREEMENT

Exhibit 99.5 AND WELLNESS CENTER, INC. CONSULTANCY SERVICE AGREEMENT THIS AGREEMENT is made on the 17th day of June, 2010. BETWEEN Presidents Corporate Group, a company duly incorporated in Hong Kong having its principal place of business at 1702 China Chem Tower, 37 Connaught Road, Central, Hong Kong (the "Consultant?) ; and Wellness Center, Inc., a company duly incorporated in the State of Nevad

October 7, 2011 EX-3

Exhibit 3.2

Exhibit 3.2

October 7, 2011 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 4) REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 WELLNESS CENTER USA, INC. (Name of small business issuer in its charter)

FORM S-1/A4 Registration Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 7, 2011 CORRESP

2

October 7, 2011 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

October 7, 2011 EX-99

2010 NON-QUALIFIED STOCK COMPENSATION PLAN

EX 99.3 Stock Option Plan Exhibit 99.3 2010 NON-QUALIFIED STOCK COMPENSATION PLAN 1. PLAN PURPOSE 1.1 This 2010 NON-QUALIFIED STOCK COMPENSATION PLAN (the “Plan”) of Wellness Center (USA) Inc., a Nevada corporation (the “Company”) for employees, directors, officers, consultants, advisors and other persons associated with the Company, is intended to advance the best interests of the Company by prov

September 26, 2011 EX-99

SUBSCRIPTION AGREEMENT

EX 99.1 Subscription Agreement Exhibit 99.1 CONFIDENTIAL CONFIDENTIAL Important: Read this letter carefully and complete as indicated. Forward this letter signed and completed together with your check to Wellness Center USA, Inc., at the address shown in paragraph 15. SUBSCRIPTION AGREEMENT The undersigned (“Subscriber”), a resident of hereby subscribes for and agrees to purchase and pay for an ag

September 26, 2011 EX-99

EX-99

Ex 99.4 Lease Agreement

September 26, 2011 EX-3

Exhibit 3.2

Ex 3.2 Articles and By-Laws Exhibit 3.2

September 26, 2011 EX-99

99.6

Ex 99.6 Frost & Sullivan Publication 99.6 2 3 4 5 6 7 8 9 10 11

September 26, 2011 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 3) REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 WELLNESS CENTER USA, INC. (Name of small business issuer in its charter)

FORM S-1/A3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 3) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WELLNESS CENTER USA, INC. (Name of small business issuer in its charter) NEVADA 2834 27-2980395 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Iden

September 26, 2011 EX-99

FORM OF WARRANT

EX 99.2 Warrant Agreement Exhibit 99.2 FORM OF WARRANT THIS WARRANT AND THE SECURITIES UNDERLYING THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER APPLICABLE STATE SECURITIES LAWS. THE WARRANT HAS BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT, AND WITHOUT A VIEW TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE TRANSFERRED OR DISPOSE

September 26, 2011 EX-99

WELLNESS CENTER, INC. CONSULTANCY SERVICE AGREEMENT

Ex 99.5 PCG Consulting Agreement Exhibit 99.5 AND WELLNESS CENTER, INC. CONSULTANCY SERVICE AGREEMENT THIS AGREEMENT is made on the 17th day of June, 2010. BETWEEN Presidents Corporate Group, a company duly incorporated in Hong Kong having its principal place of business at 1702 China Chem Tower, 37 Connaught Road, Central, Hong Kong (the "Consultant”) ; and Wellness Center, Inc., a company duly i

September 26, 2011 EX-99

LETTER OF UNDERSTANDING

Ex 99.7 Protein Factory Agreement Exhibit 99.7 LETTER OF UNDERSTANDING September 20, 2011 This Letter of Understanding is Between: WELLNESS CENTER USA, INC. 1014 E. Algonquin Road - Suite111 Schaumburg, IL 60173 And, PROTEIN FACTORY 991 Cedar Bridge Ave. Brick, New Jersey VALUE ADDED DISTRIBUTORSHIP (VAD) WHEREAS, the Company (hereinafter referred to as “WCU”), is engaged in developing an online s

September 26, 2011 EX-99

2010 NON-QUALIFIED STOCK COMPENSATION PLAN

EX 99.3 Stock Option Plan Exhibit 99.3 2010 NON-QUALIFIED STOCK COMPENSATION PLAN 1. PLAN PURPOSE 1.1 This 2010 NON-QUALIFIED STOCK COMPENSATION PLAN (the “Plan”) of Wellness Center (USA) Inc., a Nevada corporation (the “Company”) for employees, directors, officers, consultants, advisors and other persons associated with the Company, is intended to advance the best interests of the Company by prov

September 23, 2011 CORRESP

2

September 23, 2011 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

August 11, 2011 EX-99

Exhibit 99.4

Exhibit 99.4 Exhibit 99.4

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