WCUI Wellness Center USA Inc (PK)

INFORMATION STATEMENT

This information statement is being furnished to the holders of common stock in Wellness Center USA, Inc., a Nevada corporation (the “Company”), in connection with our prior receipt of approval by written consent of the holders of a majority of our common stock of a proposal to increase the number of shares of capital stock that we have authority to issue from 75,000,000 to 185,000,000 in connection with an increase in our authorized common stock from 75,000,000 shares to 185,000,000 shares. Accordingly, all necessary corporate approvals in connection with the matter referred to herein have been obtained and this information statement is furnished solely for the purpose of informing our holders of common stock, in the manner required under the Exchange Act, of the corporate action described herein.

The mailing of this information statement is first being mailed to holders of common stock on or about January 19, 2017. Under applicable federal securities laws, the amendment of our Articles of Incorporation cannot be effected until at least 20 days after this information statement is sent or given to our holders of common stock. We will pay the expenses of furnishing this information statement, including the cost of preparing, assembling and mailing this information statement. We may use our transfer agent to assist us in this endeavor.

Action by Written Consent, Record Date, Outstanding Shares and Required Vote

Pursuant to the provisions of the General Corporation Law of Nevada and our Articles of Incorporation, the holders of at least a majority of the outstanding common stock are permitted to approve the amendment by written consent in lieu of a meeting, provided that prompt notice of such action is given to the other stockholders of our Company.

Our Board of Directors fixed the close of business on January 12, 2017 as the record date for the determination of holders of common stock entitled to receive notice of the amendment of our Articles of Incorporation by written stockholder consent. As of the record date, we had 74,968,352 shares of common stock outstanding. Each outstanding share of common stock is entitled to one vote per share. The affirmative vote of a majority of the outstanding shares of common stock was required to approve the amendment of our Articles of Incorporation increasing our total authorized capital stock and the number of authorized shares of our common stock.

Amendment of Articles of Incorporation to Increase Authorized Common Stock

We are currently authorized to issue 75,000,000 shares of common stock, par value $0.001 per share. Subject to the approval of the stockholders, on January 12, 2017, our Board of Directors approved an amendment to our Articles of Incorporation to increase our total authorized capital stock from 75,000,000 shares to 185,000,000 shares in connection with an increase in the number of authorized shares of common stock from 75,000,000 shares to 185,000,000 shares.  

As of January 12, 2017, the proposal was approved by written consent of the holders of a majority of our common stock. The proposal will be effectuated by amending the first sentence of Article III “Capital Stock” Section A. “Common Stock” of our Articles of Incorporation to read as follows: “Section 3 is amended to increase the number of voting common stock (“Common Stock”) authorized to be issued by the Corporation to 185,000,000 shares $.001 par value Common Stock.” The increase in our authorized capital stock and the number of authorized shares of our common stock will be effective upon filing the amendment to our Articles of Incorporation, in the form attached hereto as Exhibit A, with the Secretary of State of the State of Nevada.

Summary Information in Question and Answer Format

The following information in question and answer format, summarizes many of the material terms of the Company’s amendment to its Articles of Incorporation.

What Vote Is Required to Approve the Amendment?

Approval of the amendment requires the affirmative vote of the holders of not less than a majority of the Company’s outstanding common stock.

What Constitutes a Majority of the Company’s Outstanding Common Stock?

On January 12, 2017, the Company had 74,968,352 shares of common stock issued and outstanding, of which 37,484,177 constitutes a majority.

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Who Voted in Favor of the Amendment?

Stockholders owning an aggregate of 40,566,138 shares of our common stock voted to approve the amendment by written consent. Those shares combined represent 54.2% of the voting power of our outstanding common stock. A schedule of the stockholders that voted in favor of the amendment, and their respective votes, is attached hereto as Exhibit B.   

Will the Stockholders that Voted in favor of the Amendment have any Special Interest in the Action Taken?

None of the stockholders that voted in favor of the amendment will have any interest in the action taken that differs from the interest of all stockholders of the Company.

Why isn’t the Company Holding a Stockholders Meeting to Vote on the Amendment?

Nevada law requires that a majority of shares of common stock vote to approve the amendment and permits approval by written consent in lieu of a meeting. The stockholders voting in favor of the amendment represent 54.2% of the voting power of our common stock, or a majority of the voting power of our common stock. Approving a transaction by the written consent of stockholders is faster and less expensive than distributing a notice of meeting and proxy statement, and conducting a stockholders meeting; consequently, management and the Board of Directors decided to obtain approval by written consent in lieu of a meeting.

Why is the Amendment being Undertaken?

The amendment is being undertaken to make additional shares available for issuance from time to time for corporate purposes such as raising additional capital, making strategic acquisitions, and employee recruitment and retention.

Do Stockholders Have Dissenters’ or Appraisal Rights regarding the Adoption of the Amendment?

Stockholders do not have dissenters’ or appraisal rights under Nevada law regarding approval of the amendment.

What are the Income Tax Consequences regarding the Adoption of the Amendment?

There will be no federal or state income tax consequences to our stockholders as a result of the amendment.