WCUI Wellness Center USA Inc (PK)

Item 1.01 Entry into a Material Definitive Agreement.

On September 30, 2020 Company’s subsidiary, Psoria-Shield, Inc., acquired shares of common stock representing 62% of the issued and outstanding shares stock in Protec Scientific, Inc., 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”). Protec was recently organized to engage in the business of researching and developing products that use various spectral photonic emissions across a variety of applications including, but not limited to, an anti-viral UV-C germicidal wand device to be marketed as the ProTec 9. In consideration for the common stock issued to Psoria-Shield by Protec, Psoria-Shield advanced $140,000 to Protec. It also agreed to license certain intellectual property and patented technology to Protec, pursuant to a License Agreement in the form of the copy attached as an Exhibit to this Report (the “License”). The License grants Protec an exclusive, right and license to use certain Licensed Patents, Know-how, Technical Data, and any Improvements to develop, make, have made, use, sell, offer to sell, distribute, export, import, and otherwise commercialize the Protec 9 within the United States and Canada, for a period continuing for so long as Psoria-Shield owns the acquired common shares in Protec. It requires Protec to pay a royalty of 4% of gross revenues arising from or relating to the servicing, selling, distributing, and other commercialization of Protec 9 products. Pursuant to the PSA, the Company’s Chairman, Calvin R. O’Harrow, will serve as member of Protec’s three-member Board of Directors.