10-K/A 1 f10ka093012_10kz.htm SEPTEMBER 30, 2012 10-K/A September 30, 2012 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


      .

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________ to ___________

 

WELLNESS CENTER USA, INC.

(Name of small business issuer in its charter)

 

NEVADA

 

333-173216

 

27-2980395 

(State or other jurisdiction of

incorporation or organization)

 

Commission File Number

 

(IRS Employee Identification No.)


1014 E Algonquin Rd, Ste. 111, Schaumburg, IL, 60173

(Address of Principal Executive Offices)


(847) 925-1885

(Issuer Telephone number)


Not Applicable

(Former name or former address, if changed since last report)


Copies of communication to:


Ronald P. Duplack, Esq.

Rieck and Crotty, P.C.

55 West Monroe Street, Suite 3625, Chicago, IL 60603

Telephone (312) 726-4646 Fax (312) 726-0647


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

  

  

Title of each class registered:

Name of each exchange on which registered:

None

None

  

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

 

Common Stock, par value $0.001

(Title of class)


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  

Yes      . No  X .


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes      . No  X .

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  X . No      .





Indicate by check mark whether the registrant has submitted electronically and posted on its Corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  X . No      .


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference Part III of this Form 10-K or any amendment to this Form 10-K.    X .

  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer

      . (Do not check if a smaller reporting company)

Smaller reporting company

  X .


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes      . No  X .

  

There is no established public trading market for our common stock.


State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter ended March 31, 2012: $17,070,900.


As of January 11, 2013, the registrant had 30,978,237 shares of its common stock issued and outstanding.


Documents Incorporated by Reference: None.


­­­­­­­­­­­­­­­­­­­­­­­­­­­­­





Explanatory Note


The purpose of this Amendment No. 1 on Form 10–K/A to Wellness Center USA, Inc.’s annual report on Form 10–K for the fiscal year ended September 30, 2012, filed with the Securities and Exchange Commission on January 16, 2013 (the “Form 10–K”), is solely to furnish Exhibit 101 to the Form 10–K in accordance with Rule 405 of Regulation S–T.


No other changes have been made to the Form 10–K.  This Amendment No. 1 speaks as of the original filing date of the Form 10–K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10–K.






ITEM 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES.


a) Documents filed as part of this Annual Report

 

1. Financial Statements

 

2. Financial Statement Schedules

 

3. Exhibits


Exhibit Number

 


Description of Document

 

Filed Herewith

 


Incorporated by Reference To:

 

 

 

 

 

 

 

2.1

 

Exchange Agreement dated May 30, 2012 by and between CNS Wellness Florida LLC and Wellness Center USA, Inc.

 

 

 

Exhibit 2.1 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013.

 

 

 

 

 

 

 

2.2

 

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

 

 

 

Exhibit 2.2 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013.

 

 

 

 

 

 

 

2.3

 

Letter of Understanding dated September 20, 2011 by and between Psoria-Shield Inc. and Protein Factory.

 

 

 

Exhibit 2.3 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013.

 

 

 

 

 

 

 

3.1

 

Articles of Incorporation of the Registrant as filed with the Secretary of State of Nevada.

 

 

 

Exhibits 3.2 to the Registrant’s Amended Registration Statement on Form S-1A1 filed on July 7, 2011.

 

 

 

 

 

 

 

3.2

 

Bylaws of the registrant.

 

 

 

Exhibits 3.2 to the Registrant’s Amended Registration Statement on Form S-1A1 filed on July 7, 2011.

 

 

 

 

 

 

 

4.1

 

Subscription Agreement

 

 

 

Exhibits 99.1 to the Registrant’s Amended Registration Statement on Form S-1A1 filed on July 7, 2011.

 

 

 

 

 

 

 

4.2

 

Form of warrant

 

 

 

Exhibits 99.2 to the Registrant’s Amended Registration Statement on Form S-1A1 filed on July 7, 2011.

 

 

 

 

 

 

 

4.3

 

2010 Non-Qualified Stock Compensation Plan

 

 

 

Exhibits 99.3 to the Registrant’s Amended Registration Statement on Form S-1A1 filed on July 7, 2011.

 

 

 

 

 

 

 

5.1

 

Employment Agreement dated as of August 2, 2012 by and between William A. Lambos and Wellness Center USA, Inc.

 

 

 

Exhibit 5.1 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013.

 

 

 

 

 

 

 

5.2

 

Employment Agreement dated as of August 2, 2012 by and between Peter A. Hannouche and Wellness Center USA, Inc.

 

 

 

Exhibit 5.2 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013.

 

 

 

 

 

 

 

5.3

 

Employment Agreement dated as of August 24, 2012 by and between Scot L. Johnson and Wellness Center USA, Inc.

 

 

 

Exhibit 5.3 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013.

 

 

 

 

 

 

 

10.1

 

Note dated August 9, 2010 by CNS Wellness Florida LLC in favor of a family member of one of its members in the principal amount of $37,139.

 

 

 

Exhibit 10.1 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013.

 

 

 

 

 

 

 

10.2

 

Note dated August 2, 2012 by CNS Wellness Florida LLC in favor of William A. Lambos in the amount of $ 120,886.30.

 

 

 

Exhibit 10.2 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013.





 

 

 

 

 

 

 

10.3

 

Note dated August 2, 2012 by CNS Wellness Florida LLC in favor of Peter A. Hannouche in the amount of $ 75,322.14.

 

 

 

Exhibit 10.3 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013.

 

 

 

 

 

 

 

10.4

 

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

 

 

 

Exhibit 10.4 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013.

 

 

 

 

 

 

 

10.5

 

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

 

 

 

Exhibit 10.5 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013.

 

 

 

 

 

 

 

21.1

 

List of subsidiaries of the Registrant

 

 

 

 

 

 

 

 

 

 

 

31.1

 

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)

 

 

 

 

 

 

 

 

 

 

 

31.2

 

Certification of Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (**)

 

 

 

 

 

 

 

 

 

 

 

32.1

 

Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)

 

 

 

 

 

 

 

 

 

 

 

32.2

 

Certification of Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (***)

 

 

 

 

 

 

 

 

 

 

 

101.INS

 

XBRL Instance Document ****

 

 

 

 

 

 

 

 

 

 

 

101. SCH

 

XBRL Taxonomy Extension Schema Linkbase Document ****

 

 

 

 

 

 

 

 

 

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document ****

 

 

 

 

 

 

 

 

 

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document ****

 

 

 

 

 

 

 

 

 

 

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document ****

 

 

 

 

 

 

 

 

 

 

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document ****

 

 

 

 


(*)

Previously filed or furnished as an exhibit to the Registrants Annual Report on Form 10-K for the fiscal year ended September 30, 2012.


(**)

Included in Exhibit 32.1


(***)

Included in Exhibit 32.2


(****)

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.


 






SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.


 

Wellness Center USA, Inc.

 

 

 

 

 

Date: January 22, 2013

By: /s/ Andrew J. Kandalepas

 

 

Andrew J. Kandalepas

Chairman, Chief Executive Officer, Principal Accounting Officer and Chief Financial Officer

(Duly Authorized Officer and Principal Executive Officer)