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 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 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 whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes X. No .
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes X. No .
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
Large Accelerated Filer .Accelerated Filer . | Non-Accelerated Filer . Smaller Reporting Company X. |
|
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.
Yes . No X.
The number of shares issued and outstanding of each of the issuer’s classes of common equity, as of May 31, 2016: 74,903,352 shares of issued common stock.
2
Explanatory Note
The purpose of this Amendment No. 1 on Form 10–Q/A to Wellness Center USA, Inc.’s quarterly report on Form 10–Q for the period ended March 31, 2016, filed with the Securities and Exchange Commission on June 1, 2016 (the “Form 10–Q”), is solely to furnish Exhibit 101 to the Form 10–Q in accordance with Rule 405 of Regulation S–T.
No other changes have been made to the Form 10–Q. This Amendment No. 1 speaks as of the original filing date of the Form 10–Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10–Q.
3
PART II - OTHER INFORMATION
Item 6. Exhibits
Exhibit No. | Description | |
31.1 | Certification of Principal Executive Officer Pursuant to Rule 13a-14* | |
32.1 | CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act* | |
101.INS | XBRL Instance Document** | |
101.SCH | XBRL Taxonomy Extension Schema** | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase** | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase** | |
101.LAB | XBRL Taxonomy Extension Label Linkbase** | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase** | |
__________________
* Previously filed with Form 10-Q for the period ended March 31, 2016 on June 1, 2016.
**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.
4
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: June 3, 2016 | By: | /s/ Andrew J. Kandalepas |
|
| Andrew J. Kandalepas |
|
| Chairman, President, Chief Executive Officer, Chief Accounting Officer, and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints severally Andrew J. Kandalepas, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURE |
| TITLE |
| DATE |
|
|
|
|
|
/s/ Andrew J. Kandalepas |
| Chairman, President, Chief Executive Officer, Chief Accounting Officer, Chief Financial Officer, and Director |
| June 3, 2016 |
Andrew J. Kandalepas |
|
|
|
|
|
|
|
|
|
/s/ Periklis Papadopoulos |
| Director |
| June 3, 2016 |
Periklis Papadopoulos |
|
|
|
|
|
|
|
|
|
/s/ Jay Joshi, M.D. |
| Director, President NPC |
| June 3, 2016 |
Jay Joshi, M.D. |
|
|
|
|
|
|
|
|
|
5
