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 of registrant as specified 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)
Copies of communication to:
Ronald P. Duplack
Rieck and Crotty, P.C.
55 West Monroe Street, Ste. 3625, Chicago, IL 60603
Telephone (312)726-4646 Fax (312)726-0647
Securities registered under Section 12(b) of the Exchange Act:
Title of each class registered: | Name of each exchange on which registered: |
None | None |
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.001
(Title of class)
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes X .No .
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes .No 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 filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer | . | Accelerated filer | . |
Non-accelerated filer | .(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 Exchange Act.
Yes .No X .
State the number of shares issued and outstanding of each of the issuer’s classes of common equity, as of June 30, 2012: 15,404,773 shares of issued common stock.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Quarterly Report of Wellness Center USA, Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 20, 2012 (the “Form 10-Q”), is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
Other than the aforementioned, no other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto 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, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
2
PART II - OTHER INFORMATION
Item 6. Exhibits
Exhibits No. | Descriptions |
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 | XBRL (eXtensible Business Reporting Language)(****) |
(*) Filed with Form 10-Q for the period ended June 30, 2012 on August 20, 2012.
(**) Included in Exhibit 31.1
(***) Included in Exhibit 32.1
(****) Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| WELLNESS CENTER USA, INC. | |
|
| |
Date: September 11, 2012 | By: | /s/ Andrew J. Kandalepas |
|
| Andrew J. Kandalepas |
|
| Chairman, Chief Executive Officer, Principal Accounting Officer, and Chief Financial Officer |
POWER OF ATTORNEY
Known All Persons By These Present, that each person whose signature appears below appoints Mr. Andrew Kandalepas as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, to sign any amendment (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he may do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of his/her substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
|
|
|
|
|
SIGNATURE |
| TITLE |
| DATE |
|
|
|
|
|
/s/ Andrew J. Kandalepas |
| Chief Executive Officer, Chairman, Principal Accounting Officer, Chief Financial Officer, and Director |
| September 11, 2012 |
Andrew J. Kandalepas |
|
|
|
|
|
|
|
|
|
/s/ Periklis Papadopoulos |
| Director |
| September 11, 2012 |
Periklis Papadopoulos |
|
|
|
|
|
|
|
|
|
/s/ Evan T. Manolis |
| Director and Secretary |
| September 11, 2012 |
Evan T. Manolis |
|
|
|
|
|
|
|
|
|
/s/ William A. Lambos |
| Director |
| September 11, 2012 |
William A. Lambos |
|
|
|
|
|
|
|
|
|
/s/ Peter A. Hannouche |
| Director |
| September 11, 2012 |
Peter A. Hannouche |
|
|
|
|
4
