DTI Holdings Inc. signed a Memorandum of Agreement to acquire StealthCo, Inc. from Wellness Center USA, Inc. (OTCPK:WCUI) on August 16, 2019. The terms of the memorandum of agreement include $0.5 million down payment upon final agreement expected to be executed on or before October 15, 2019 and $0.5 million payment within 7 days from the completion date of the transfer of all assets and/or full ownership of StealthCo within 120 days. In addition, Wellness Center USA, Inc. will receive 3.12 million shares of DTI Holdings. DTI Holdings guarantees a value of $4.50 per share on December 31, 2021 or will add additional shares to satisfy the value. DTI Holdings will assign the assets transferred by StealthCo, including trademarks, intellectual properties, and patents, to its subsidiary, Femtobitz, Inc., and will pay Wellness Center USA, Inc., 1% of annual gross revenue arising from or relating to operation of Femtobitz, Inc. Calvin O’Harrow will be an advisory board member of the DTI Holdings and a board member of the Femtobitz Inc. On October 15, 2019, the MOA was extended to November 1, 2019. On November 1, 2019 and November 13, 2019, it was further extended to complete and execute the Definitive Agreement on November 15, 2019, subject to further extension to November 30, 2019 upon written request by DTI by November 15, 2019, and its payment of a non-refundable deposit of $50,000 on November 22, 2019. The acquisition shall be subject to mutual due diligence, negotiation and execution of definitive purchase agreement, receipt of all necessary consents including, but not limited to, the consent of DTI Holdings’ and Wellness Center USA, Inc.’s Board of Directors and appropriate filings, if required, under any applicable federal or state law and the expiration or termination of any applicable period there under. The acquisition will also be conditioned upon the fact that no distribution of cash by StealthCo, their stockholders or other equity owners will have occurred from August 31, 2019, to and including the closing date, other than in the normal course of business. As of September 3, 2019, the Board of Directors of Wellness Center USA, Inc. unanimously approved the transaction. As of September 18, 2019, holders of a majority of the outstanding shares of voting capital stock of Wellness Center USA have executed written stockholder consents approving the transaction. As of January 28, 2020, discussions and negotiations with DTI are currently on-going. As of March 25, 2020, discussions and negotiations with DTI are still on-going. DTI Holdings Inc. cancelled the acquisition of StealthCo, Inc. from Wellness Center USA, Inc. (OTCPK:WCUI) on September 25, 2020.