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 615, ~~2021~~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 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 Common WCUI N/A

Title of each class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common stock, par value $0.001 per share		WCUI		OTC Markets

Item 1.01 Entry into a Material Definitive Agreement.

On orOctober ~~about June 29~~15, ~~2020~~2022, ~~Hanover~~the ~~Hoffman~~Company ~~Estates,~~received ~~LLC~~52% ~~(“HHE”),~~majority ~~filed~~shareholder ~~case~~approval ~~number~~of ~~2020L006092 in~~ the ~~Circuit~~execution ~~Court~~and delivery of ~~Cook County~~a ~~alleging~~proposed ~~the~~Share ~~Company’s~~Exchange ~~failure~~Agreement (“Agreement”) relating to ~~pay~~the ~~Base~~share ~~Rent~~exchange and ~~abandonment~~transfer of certain ~~office~~assets ~~space~~of inthe ~~Hoffman~~Company’s ~~Estates~~wholly-owned subsidiary, ~~Illinois subject~~StealthCo toInc. (“SCI”) d/b/a ~~Commercial~~Stealth ~~Lease dated May 26~~Mark, ~~2016~~Inc., ~~HHE~~to ~~sought~~Quantum atAge ~~least $672~~Corporation,~~878~~ inpursuant ~~base~~to ~~rent~~the terms and ~~other~~conditions ~~amounts~~of ~~under~~ the ~~lease,~~Agreement ~~as well as treble~~in ~~damages~~substantially ~~from~~the ~~our~~form ~~ex-CEO~~of ~~and~~the ~~two~~copy ~~past~~presented ~~Directors~~to ~~who~~the ~~were serving on our~~ Board. asThe ofAgreement ~~the~~provides, ~~date~~among ofother ~~the~~things, ~~lease.~~as follows:

~~On October~~● 6,Quantum ~~2021,~~Age ~~HHE~~will ~~and~~pay ~~the~~$10,000 ~~Company agreed~~ to ~~settle~~the ~~case~~Company’s ~~number~~wholly-owned ~~2020l006092~~subsidiary, ~~pursuant~~SMI-DTI ~~to a settlement agreement providing~~Holdings, ~~among~~LLC ~~other things~~(“SMI-DTI”), ~~that~~upon ~~the~~execution ~~Company agree to the entry~~ of ~~a final judgment order on~~ the ~~complaint~~Agreement. in● ~~the~~Quantum ~~amount~~Age ofwill ~~$725,794.84,~~pay ~~which includes~~ $~~657~~90,~~193.58 in~~000 ~~base~~to ~~rent awarded HHE by~~ the ~~Court on HHE~~Company’s ~~Motion~~wholly-owned ~~for~~subsidiary, ~~Summary~~SMI-DTI ~~Judgment~~Holdings, ~~and~~LLC ~~the~~(“SMI-DTI”), ~~additional~~upon ~~fees claimed by HHE and costs~~Closing. ~~HHE will~~● ~~forebear~~Quantum onAge ~~the enforcement of the judgment and~~ will ~~provide~~issue ~~the~~5,500,000 ~~Company~~shares ~~a satisfaction~~ of ~~the~~Class ~~judgment~~A ~~upon~~common ~~the~~stock ~~payment by the Company~~ of ~~$350,000.00,~~Quantum ~~plus~~Age ~~interest~~Corporation ~~on the principal amount thereof outstanding from time~~ to ~~time~~SMI-DTI at ~~the~~Closing. ~~rate~~● ofQuantum 5%Age ~~per~~will ~~annum~~assign (the ~~“Settlement~~ ~~Amount”),~~assets ~~until~~transferred ~~the~~by ~~Settlement~~SCI, ~~Amount~~including istrademarks, ~~paid~~intellectual ~~in full. An initial payment of $125~~properties,~~000.00,~~ ~~will be due~~ and ~~payable on~~patents, orto ~~before~~its ~~January~~subsidiary, 1Femtobitz, ~~2022~~Inc. ~~The balance of $225~~,~~000.00~~ ~~will be paid over~~ a ~~five-year~~Delaware ~~period beginning on January 1, 2023, as follows: January 1, 2023 – $15,000~~corporation.00 ~~plus~~● ~~accrued~~Upon ~~interest~~Closing ~~only;~~of ~~January~~the 1,share ~~2024 – $15~~exchange,~~000.00~~ ~~plus~~the ~~accrued~~Company’s ~~interest~~Chairman ~~only;~~will ~~January 1,~~be ~~2025~~appointed –an ~~$45,000~~advisory ~~plus~~board ~~accrued~~member ~~interest;~~of ~~January~~Quantum 1,Age ~~2026~~and –a ~~$75,000.00~~board ~~plus~~member ~~accrued~~of ~~interest; and January 1~~Femtobitz, ~~2027 – $75,000~~Inc.~~00 plus accrued interest.~~

The ~~discussion~~5,500,000 ~~contained~~shares ~~herein~~of isClass ~~qualified~~A common shares of Quantum Age Corporation to be issued in ~~its~~exchange ~~entirety~~for byall of the ~~actual~~outstanding ~~terms~~shares ~~and~~of ~~conditions~~SCI common stock will represent a minority of the ~~settlement~~issued ~~agreement~~ and ~~order~~outstanding shares of Quantum Age common stock as of the date of issuance. The ~~set~~Quantum ~~forth~~Age shares will be issued in reliance upon the ~~Exhibits~~exemption ~~attached~~from ~~hereto~~registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and Regulation D thereunder. As such, such shares may not be offered or sold by us unless they are registered under the Securities Act or qualify for an exemption from the registration requirements under the Securities Act.

The Agreement is included as an Exhibit to this Report and is the legal document that governs the terms of the share exchange described therein and the other actions contemplated thereby. The discussion of the Agreement, and the proposed Share Exchange Agreement, as set forth herein is qualified in its entirety by reference thereto.

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.

(d) Exhibits.

EXHIBIT INDEX

Exhibit No.		Description
1.01		~~Settlement~~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”).
1.02		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 8, 2021	By:	/s/ Calvin R. O’Harrow
Date: October 19, 2022	By:	/s/ Calvin R. O’Harrow
		Calvin R. O’Harrow
		President, CEO

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