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~~October 306, ~~2020~~2021

WELLNESS CENTER USA, INC.

(Exact name of registrant as specified in its charter)

NEVADA	333-173216	27-2980395
nevada	333-173216	27-2980395
(State or other jurisdiction of incorporation or organization)	Commission File Number	(IRS Employee Identification No.)

145 E. University Boulevard, Tucson, AZ 85705

(Address of Principal Executive Offices)

(847) 925-1885

(Issuer Telephone number)

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):

[☐ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [☐ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [☐ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [☐ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of Each Exchange on Which Registered ~~N/A~~Common ~~N/A~~WCUI N/A

Item 1.01 Entry into a Material Definitive Agreement.

On ~~September~~or ~~30,~~about ~~2020~~June ~~Company’s subsidiary~~29, ~~Psoria-Shield~~2020, ~~Inc.,~~Hanover ~~acquired~~Hoffman ~~shares of common stock representing 62% of the issued and outstanding shares stock in Protec Scientific~~Estates, ~~Inc.,~~LLC ~~a New York corporation, pursuant to a Stock Purchase Agreement in the form of the copy attached as an Exhibit to this Report~~ (~~the~~ “~~PSA~~HHE”)., ~~Protec~~filed ~~was~~case ~~recently~~number ~~organized~~2020L006092 ~~to engage~~ in the ~~business~~ ofCircuit ~~researching~~Court ~~and developing products that use various spectral photonic emissions across a variety~~ of ~~applications~~Cook ~~including,~~County ~~but~~alleging ~~not limited to, an anti-viral UV-C germicidal wand device to be marketed as~~ the ~~ProTec~~Company’s 9.failure ~~In consideration for the common stock issued~~ to ~~Psoria-Shield~~pay byBase ~~Protec,~~Rent ~~Psoria-Shield~~and ~~advanced~~abandonment ~~$140,000~~of ~~to Protec. It also agreed to license~~ certain ~~intellectual~~ ~~property~~office ~~and~~space ~~patented~~in ~~technology~~Hoffman ~~to Protec~~Estates, ~~pursuant~~Illinois subject to a ~~License~~Commercial ~~Agreement~~Lease indated ~~the~~May ~~form~~26, ~~of the copy attached as an Exhibit to this Report (the “License”)~~2016. ~~The~~HHE ~~License~~sought ~~grants~~at ~~Protec~~least ~~an exclusive~~$672,878 ~~right~~in ~~and~~base ~~license~~rent ~~to use certain Licensed Patents, Know-how, Technical Data,~~ and ~~any~~other ~~Improvements~~amounts tounder ~~develop, make, have made, use, sell, offer to sell, distribute, export, import, and otherwise commercialize~~ the ~~Protec 9 within the United States and Canada~~lease, ~~for~~as awell ~~period continuing for so long~~ as ~~Psoria-Shield~~treble ~~owns~~damages ~~the~~from ~~acquired~~our ~~common~~ex-CEO ~~shares~~and intwo ~~Protec.~~past ItDirectors ~~requires~~who ~~Protec~~were toserving ~~pay~~on aour ~~royalty~~Board ofas 4% of ~~gross revenues arising from or relating to~~ the ~~servicing,~~date ~~selling, distributing, and other commercialization~~ of ~~Protec 9 products. Pursuant to~~ the ~~PSA, the Company’s Chairman, Calvin R~~lease. ~~O’Harrow, will serve as member of Protec’s three-member Board of Directors.~~

On October 6, 2021, HHE and the Company agreed to settle case number 2020l006092 pursuant to a settlement agreement providing, among other things, that the Company agree to the entry of a final judgment order on the complaint in the amount of $725,794.84, which includes $657,193.58 in base rent awarded HHE by the Court on HHE’s Motion for Summary Judgment and the additional fees claimed by HHE and costs. HHE will forebear on the enforcement of the judgment and will provide the Company a satisfaction of the judgment upon the payment by the Company of $350,000.00, plus interest on the principal amount thereof outstanding from time to time at the rate of 5% per annum (the “Settlement Amount”), until the Settlement Amount is paid in full. An initial payment of $125,000.00, will be due and payable on or before January 1, 2022. The balance of $225,000.00 will be paid over a five-year period beginning on January 1, 2023, as follows: January 1, 2023 – $15,000.00 plus accrued interest only; January 1, 2024 – $15,000.00 plus accrued interest only; January 1, 2025 – $45,000 plus accrued interest; January 1, 2026 – $75,000.00 plus accrued interest; and January 1, 2027 – $75,000.00 plus accrued interest.

The discussion contained herein is qualified in its entirety by the actual terms and conditions of the settlement agreement and order as set forth in the Exhibits attached hereto.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of business acquired. None. (b) Pro forma financial information. None. (c) Shell Company Transaction. Not applicable. (d) Exhibits. Settlement Agreement and Order.

(b) Pro forma financial information. None. (c) Shell Company Transaction. Not applicable.

(d) Exhibits. Stock Purchase Agreement dated as of September 1, 2020.

License Agreement dated as of September 30, 2020.

EXHIBIT INDEX

Exhibit No.		Description
1.01		~~Stock~~Settlement ~~Purchase~~ Agreement ~~dated as of September 1, 2020~~.
1.02		~~License Agreement dated as of September 30, 2020~~Order.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 6, 2020	By:	/s/ Calvin R. O’Harrow
Date: October 8, 2021	By:	/s/ Calvin R. O’Harrow
		Calvin R. O’Harrow
		President, CEO

Filing Compare · Wellness Center USA, Inc.