Wellness Center USA (WCUI) 10-Q 10 Feb 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	3 Months Ended
	Dec. 31, 2016shares
Document and Entity Information
Entity Registrant Name	Wellness Center USA, Inc.
Entity Trading Symbol	wcui
Document Type	10-Q
Document Period End Date	Dec. 31, 2016
Amendment Flag	false
Entity Central Index Key	1,516,887
Current Fiscal Year End Date	--09-30
Entity Common Stock, Shares Outstanding	74,968,352
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets(Unaudited) - USD ($)	Dec. 31, 2016	Sep. 30, 2016
Current Assets
Cash	$ 154,724	$ 89,249
Accounts receivable	14,000	0
Inventories	39,175	79,169
Prepaid expenses and other current assets	4,855	29,334
Total Current Assets	212,754	197,752
Property and equipment, net	15,370	15,821
Other assets	16,760	16,760
Total Other Assets	32,130	32,581
TOTAL ASSETS	244,884	230,333
Current Liabilities
Accounts payable and accrued expenses	642,103	610,581
Accrued payroll taxes	49,640	37,436
Accrued payroll - officers	244,972	200,096
Deferred revenue	71,674	77,375
Advances from related parties	50,545	50,545
Notes payable	9,000	9,000
Total Current Liabilities	1,067,934	985,033
Shareholders' Deficit
Common stock, par value $0.001, 185,000,000 shares authorized;74,968,352 shares issued and outstanding	74,969	74,969
Additional paid-in capital	16,503,046	16,464,896
Common stock issuable, 8,138,650 and 5,048,650 shares, respectively	751,400	442,400
Accumulated deficit	(17,950,799)	(17,541,827)
Total Wellness Center USA shareholders' deficit	(621,384)	(559,562)
Non-controlling interest	(201,666)	(195,138)
Total Shareholder's deficit	(823,050)	(754,700)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$ 244,884	$ 230,333

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets Parentheticals - $ / shares	Dec. 31, 2016	Sep. 30, 2016
Parentheticals
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	185,000,000	185,000,000
Common Stock, shares issued	74,968,352	74,968,352
Common Stock, shares outstanding	74,968,352	74,968,352
Common Stock, issuable	8,138,650	5,048,650

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations(Unaudited) - USD ($)	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Sales:
Trade	$ 89,000	$ 7,224
Consulting services	14,125	7,500
Management services to related party	37,402	61,702
Total Sales	140,527	76,426
Cost of goods sold	60,500	27,561
Gross profit	80,027	48,865
Operating expenses	495,527	625,972
Loss from operations	(415,500)	(577,107)
Other income
Interest income - related party	0	2,913
NET LOSS	(415,500)	(574,194)
Net loss attributable to non-controlling interest	6,528	32,638
NET LOSS ATTRIBUTABLE TO WELLNESS CENTER USA, INC.	$ (408,972)	$ (541,556)
BASIC AND DILUTED LOSS PER SHARE	$ (0.01)	$ (0.01)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED	80,998,306	66,898,921

Condensed Consolidated Stateme5

Condensed Consolidated Statement of Shareholders' Deficit (Unaudited) - 3 months ended Dec. 31, 2016 - USD ($)	Common Stock Shares	Common Stock Amount	Additional Paid-in Capital	Shares to be Issued Shares	Shares to be Issued Amount	Accumulated Deficit	Total WCUI Equity	Non-controlling Interest	Total
Balance at Sep. 30, 2016	74,968,352	74,969	16,464,896	5,048,650	442,400	(17,541,827)	(559,562)	(195,138)	(754,700)
Fair value of vested stock options			$ 38,150				$ 38,150		$ 38,150
Funds received for common stock issuable				$ 3,090,000	$ 309,000		309,000		309,000
Net loss for the three months ended December 31, 2016						$ (408,972)	$ (408,972)	$ (6,528)	$ (415,500)
Balance. at Dec. 31, 2016	74,968,352	74,969	16,503,046	8,138,650	751,400	(17,950,799)	(621,384)	(201,666)	(823,050)

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows(Unaudited) - USD ($)	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Cash Flows from Operating Activities
Net loss	$ (415,500)	$ (574,194)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense	2,701	2,290
Amortization expense	0	22,154
Fair value of common shares issued for services	0	118,000
Fair value of stock options issued for services	38,150	5,806
Loss on shares issued for repayment of accounts payable	0	40,000
(Increase) Decrease in:
Accounts receivable	(14,000)	0
Inventories	39,994	32
Note receivable - Chairman and CEO	0	11,636
Prepaid expenses and other current assets	24,479	6,295
(Decrease) Increase in:
Accounts payable and accrued expenses	31,522	(38,800)
Accrued payroll taxes	12,204	37,436
Accrued payroll - officers	44,876	0
Deferred revenue	(5,701)	(12,500)
Net cash used in operating activities	(241,275)	(381,845)
Cash Flows from Investing Activities
Purchases of property and equipment	(2,250)	0
Net cash used in investing activities	(2,250)	0
Cash Flows from Financing Activities
Proceeds from notes payable	0	82,300
Repayment of advances from related party	0	(13,083)
Common stock issued for cash	0	409,000
Exercise of stock warrants	0	5,000
Proceeds from common stock issuable	309,000	0
Net cash provided by financing activities	309,000	483,217
Net increase in cash	65,475	101,372
Cash beginning of period	89,249	34,227
Cash end of period	154,724	135,599
Supplemental cash flows disclosures:
Interest paid	0	0
Taxes paid	0	0
Supplemental non-cash financing disclosures:
Issuance of common stock for repayment of accounts payable of $60,000	0	100,000
Non-controlling interest's share in losses of a subsidiary	$ 6,528	$ 32,638

Condensed Consolidated Stateme7

Condensed Consolidated Statements of Cash Flows Parentheticals - USD ($)	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Cash Flows Parentheticals
Repayment of accounts payable for common stock issuance	$ 60,000	$ 60,000

BASIS OF PRESENTATION

BASIS OF PRESENTATION	3 Months Ended
	Dec. 31, 2016
BASIS OF PRESENTATION:
BASIS OF PRESENTATION	NOTE 1 – BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of Wellness Center USA, Inc. and Subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended December 31, 2016 are not necessarily indicative of the results that may be expected for the year ending September 30, 2017. Organization and Operations Wellness Center USA, Inc. ("WCUI" or the “Company”) was incorporated in June 2010 under the laws of the State of Nevada. The Company initially engaged in online sports and nutrition supplements marketing and distribution. Later, the Company expanded into additional businesses within the healthcare and medical sectors through acquisitions, including Psoria­Shield Inc. (“PSI”), National Pain Centers, Inc. (“NPC”), and StealthCo Inc. (“SCI”), d/b/a Stealth Mark, Inc. The Company currently operates in the following business segments: (i) distribution of targeted Ultra Violet ("UV") phototherapy devices for dermatology; (ii) management of top­tier medical practices in the interventional and multi­modal pain management sector; and (iii) authentication and encryption products and services. The segments are operated, respectively, through PSI, NPC and SCI. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company has not yet generated significant revenues and has incurred recurring losses from operations. As of December 31, 2016, the Company has a shareholders’ deficit of $823,050, and during the three months ended December 31, 2016, the Company incurred a net loss of $415,500 and used cash in operations of $241,275. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its strategies. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. In addition, the Company's independent registered public accounting firm, in its report on the Company's September 30, 2016 financial statements, has raised substantial doubt about the Company's ability to continue as a going concern. At December 31, 2016, the Company had cash on hand in the amount of $154,724. The ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and raising additional capital soon to meet its obligations and repay its liabilities arising from normal business operations when they come due. Since inception, we have funded our operations primarily through equity and debt financings, and we expect to continue to rely on these sources of capital in the future. During the three months ended December 31, 2016, the Company raised $309,000 through the sale of its common stock. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stock holders, in case of equity financing.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Dec. 31, 2016
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Consolidation The Company's consolidated subsidiaries and/or entities are as follows: Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition/disposition, if applicable) Attributable interest Psoria-Shield Inc. (“PSI”) The State of Florida June 17, 2009 (August 24, 2012) 100% National Pain Centers, Inc. (“NPC”) The State of Nevada January 24, 2014 (February 28, 2014) 100% StealthCo, Inc. (“StealthCo”) The State of Illinois March 18, 2014 100% Psoria Development Company LLC. (“PDC”) The State of Illinois January 15, 2015 50% Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in valuation of inventory and obsolescence and valuations of stock-based compensation calculations, among others. Actual results could differ from these estimates. Income (Loss) Per Share Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. For the three months ended December 31, 2016 and 2015, the basic and diluted shares outstanding were the same, as potentially dilutive shares were considered anti-dilutive. At December 31, 2016 and September 30, 2016, the dilutive impact of outstanding stock options for 5,785,000 and 5,227,500 shares, respectively, and outstanding warrants for 64,208,158 and 54,938,158 shares, respectively, have been excluded because their impact on the loss per share is anti-dilutive. Revenue R ecognition The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been render ed to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. In addition to the aforementioned general policy, the following are the specific revenue recognition policies for each major category of revenue: (i) Sale of products : T he Company derives its revenues from sales contracts with customer s with revenues being generated upon the shipment of merchandise. Persuasive evidence of an arrangement is demonstrated via sales invoice or contract; product delivery is evidenced by warehouse shipping log as well as a signed bill of lading from the vessel or rail company and title transfers upon shipment, based on free on board (“FOB”) warehouse terms ; the sales price to the customer is fixed upon acceptance of the signed purchase order or contract and there is no separate sales rebate, discount, or volume incentive. When the Company recognizes revenue, no provisions are made for returns because, historically, there have been very few sales returns and adjustments that have impacted the ultimate collection of revenues. (ii) Management fees of medical practice : The Company receives management fees from the management services it provides to a medical practice owned by a related entity. The Company earns and records 50% of the fees the medical practice collects as management fees when collected per management service agreement. Revenue is recorded net of $50,000 of salary earned by the director during the three months ended December 31, 2016 and 2015. (iii) Consulting services: revenue is recognized in the period services are rendered and earned under service arrangements with clients where service fees are fixed or determinable and collectability is reasonably assured . Payments received before the relevant criteria for revenue recognition are satisfied are recorded as deferred revenue. Deferred revenue at December 31, 2016 and September 30, 2016 was $71,674 and $77,375, respectively. Fair Value measurements The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: · Level 1 — Quoted prices in active markets for identical assets or liabilities. · Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. · Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of financial instruments such as cash, accounts receivable, inventories, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. Non-controlling Interest Non-controlling interest represents the non-controlling interest holder’s proportionate share of the equity of the Company’s majority-owned subsidiary, PDC. Non-controlling interest is adjusted for the non-controlling interest holder’s proportionate share of the earnings or losses and other comprehensive income (loss), if any, and the non-controlling interest continues to be attributed its share of losses even if that attribution results in a deficit non-controlling interest balance. Stock-Based Compensation The Company periodically grants stock options and warrants to employees and non-employees in non-capital raising transactions as compensation for services rendered. The Company accounts for stock option and stock warrant grants to employees based on the authoritative guidance provided by the Financial Accounting Standards Board where the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and stock warrant grants to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board where the value of the stock compensation is determined based upon the measurement date at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option or warrant grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The fair value of the Company’s common stock option and warrant grants are estimated using a Black-Scholes Merton option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model, and based on actual experience. The assumptions used in the Black-Scholes Merton option pricing model could materially affect compensation expense recorded in future periods. Reclassifications Certain salary amounts paid to a related party during the three months ended December 31, 2015 have been reclassified from operating costs as an offset to revenue to conform to current period presentation. Recently Issued Accounting Pronouncements In July 2015, the FASB issued Accounting Standards Update 2015-11, Simplifying the Measurement of Inventory, which requires that inventory within the scope of ASU 2015-11 be measured at the lower of cost and net realizable value. Inventory measured using last-in, first-out (LIFO) and the retail inventory method are not impacted by the new guidance. ASU 2015-11 applies to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure inventory within the scope of ASU 2015-11 at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU 2015-11 is effective for public business entities in fiscal years beginning after December 15, 2016, and interim periods within those years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2015-11 on the Company’s financial statements and disclosures. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements and disclosures. In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	3 Months Ended
	Dec. 31, 2016
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT	NOTE 3 - PROPERTY AND EQUIPMENT Property and equipment consists of the following at December 31, 2016 and September 30, 2016: December 31, 2016 September 30, 2016 Vehicles $ 15,000 $ 15,000 Computer equipment 9,058 9,058 Furniture and fixtures 27,216 24,966 Medical equipment 18,889 18,889 Software 23,207 23,207 Leasehold improvements 15,170 15,170 108,540 106,290 Less: accumulated depreciation and amortization (93,170) (90,469) Property and equipment, net $ 15,370 $ 15,821 Depreciation expense for the three months ended December 31, 2016 and 2015 was $2,701 and $2,290, respectively.

LOANS PAYABLE

LOANS PAYABLE	3 Months Ended
	Dec. 31, 2016
Convertible Note Agreement
LOANS PAYABLE	NOTE 4 – LOANS PAYABLE Loans payable of $9,000 at December 31, 2016 and September 30, 2016 consist of two unsecured note agreements issued on May 14, 2014 and August 21, 2014. The loans have no stated interest rate and are due on demand.

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY	3 Months Ended
	Dec. 31, 2016
Schedule of Restatement of Prior Periods
SHAREHOLDERS' EQUITY	NOTE 5 – SHAREHOLDERS’ EQUITY Authorized shares As of December 31, 2016, we were authorized by our Articles of Incorporation to issue up to 75,000,000 shares of common stock, par value $0.001 per share. As of December 31, 2016 there were 74,968,352 shares of common stock issued and outstanding. Subsequent to December 31, 2016, the Company amended its Articles of Incorporation to increase its authorized shares to 185,000,000 shares of common stock, par value $0.001 per share, through a Certificate of Amendment dated January 12, 2017. Common shares issued for cash During the three months ended December 31, 2016, the Company received $309,000 from several investors to purchase 3,090,000 shares of the Company’s common stock. In connection with the sale, the Company issued warrants to the shareholders to purchase 9,270,000 shares of the Company’s common stock. The warrants expire five years from the date of grant and have exercise prices ranging from $0.12 to $0.18 per share. As of December 31, 2016, the shares had not been issued to the investors. Stock Options On December 22, 2010, effective retroactively as of June 30, 2010, the Company’s board of directors approved the adoption of the “2010 Non-Qualified Stock Option Plan” (“2010 Option Plan”) by unanimous consent. The 2010 Option Plan was initiated to encourage and enable officers, directors, consultants, advisors and key employees of the Company to acquire and retain a proprietary interest in the Company by ownership of its common stock. A total of 7,500,000 of the authorized shares of the Company’s common stock may be subject to, or issued pursuant to, the terms of the plan. During the three months ended December 31, 2016, the Company issued options to purchase 62,500 shares of its common stock to an officer of the Company with an exercise price of $0.19 per share. The options vested immediately and expire five years from the date of grant. The Company valued the options using a Black-Scholes option-pricing model and recorded $10,850 of stock compensation for the value of the options during the three months ended December 31, 2016. During the three months ended December 31, 2016, the Company issued options to purchase 500,000 shares of its common stock to a consulting firm with an exercise price of $0.12 per share. All of the options vest on January 30, 2017, provided the agreement has not been terminated prior to that date. The Company valued the options using a Black-Scholes option-pricing model and recorded $27,300 of stock compensation for the value of the options during the three months ended December 31, 2016. The assumptions used for options granted during the three months ended December 31, 2016 are as follows: Exercise price $ 0.12 - 0.19 Expected dividends - Expected volatility 150.8% - 152.3% Risk free interest rate 0.96% - 1.03% Expected life of options 2.5 The table below summarizes the Company’s stock option activities for the three months ended December 31, 2016: Number of Option Shares Exercise Price Range Per Share Weighted Average Exercise Price Fair Value at Date of Grant Balance, September 30, 2016 5,227,500 $ 0.01 - 2.00 $ 0.60 $ 1,539,269 Granted 562,500 0.12 - 0.19 0.13 65,450 Cancelled (5,000) 0.09 0.09 - Exercised - - - - Expired - - - - Balance, December 31, 2016 5,785,000 $ 0.01 – 2.00 $ 0.55 $ 1,604,719 Vested and exercisable, December 31, 2016 5,285,000 $ 0.01 – 2.00 $ 0.59 $ 1,550,119 Unvested, December 31, 2016 500,000 $ 0.12 $ 0.12 $ 54,600 The aggregate intrinsic value for option shares outstanding at December 31, 2016 was $127,688. The following table summarizes information concerning outstanding and exercisable options as of December 31, 2016: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $0.01 - 0.39 2,325,000 3.71 $ 0.14 1,825,000 3.71 $ 0.14 0.40 - 0.99 2,060,000 2.22 0.40 2,060,000 2.22 0.40 1.00 - 1.99 750,000 4.00 1.00 750,000 4.00 1.00 2.00 650,000 4.00 2.00 650,000 4.00 2.00 $0.01 - 2.00 5,785,000 3.25 $ 0.55 5,285,000 3.25 $ 0.59 As of December 31, 2016, there were 1,715,000 shares of stock options remaining available for issuance under the 2010 Plan. Stock Warrants During the three months ended December 31, 2016, the Company issued warrants to purchase 9,270,000 shares with exercise prices of $0.12 and $0.18 per share as part of the sale of equity units (see Note 5). The warrants expire five years from the date of grant. The table below summarizes the Company’s warrants activities for the three months ended December 31, 2016: Number of Warrant Shares Exercise Price Range Per Share Weighted Average Exercise Price Fair Value at Date of Issuance Balance, September 30, 2016 54,938,158 $ 0.01-2.31 $ 0.28 $ 2,119,957 Granted 9,270,000 0.12-0.18 0.15 - Canceled - - - - Exercised - - - - Expired - - - - Balance, December 31, 2016 64,208,158 $ 0.01 - 2.31 $ 0.24 $ 2,119,957 Vested and exercisable, December 31, 2016 64,208,158 $ 0.01 - 2.31 $ 0.24 $ 2,119,957 Unvested, December 31, 2016 - $ - $ - $ - The aggregate intrinsic value for warrant shares outstanding at December 31, 2016 was $2,006,978. The following table summarizes information concerning outstanding and exercisable warrants as of December 31, 2016: Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $0.01 – 0.20 45,504,807 3.62 $ 0.15 45,504,807 3.62 $ 0.15 0.21 – 0.49 13,783,840 2.33 0.34 13,783,840 2.33 0.34 0.50 – 1.00 4,764,738 1.55 0.74 4,764,738 1.55 0.74 1.01 – 2.31 154,773 0.39 2.23 154,773 0.39 2.23 $0.01 – 2.31 64,208,158 3.12 $ 0.24 64,208,158 3.12 $ 0.24

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Dec. 31, 2016
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 6 – RELATED PARTY TRANSACTIONS Advances from Shareholders From time to time, shareholders of the Company advance funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand. At December 31, 2016 and September 30, 2016, advances from shareholders were $50,545. Management service agreement between NPC and National Pain Centers, LLC NPC was incorporated under the laws of the state of Nevada on January 24, 2014. It is an Illinois-based management services provider. It was acquired by the Company on February 28, 2014 and is operated as a wholly-owned subsidiary of the Company. NPC manages non-medical services in three clinics and two surgical centers in the Chicago-land area that provide diagnostic, surgical, treatment, research, advocacy, education, and setting standards and protocols within the interventional and multi-modal pain management, pursuant to a management service agreement dated as of February 28, 2014, by and between NPC and National Pain Centers, LLC ("NPC LLC"), which is owned by Dr. Jay Joshi, the president and CEO of NPC. Under the management agreement, NPC LLC engages NPC to provide management services for a term period of five years commencing on the effective date. During the term of this agreement, NPC LLC shall pay NPC the equivalent of 50% of all monies collected and as billed monthly to NPC LLC on net-30 term. NPC is managed by its founder and CEO Dr. Jay Joshi, MD, DABA, DABAPM, FABAPM. Dr. Joshi also serves as the Company’s Chief Medical Officer (“CMO”) and as a member of its Board of Directors. Management service revenue related to the collections was $37,402 and $61,702 for the three months ended December 31, 2016 and 2015, respectively. These amounts are net of salaries of $50,000 earned by Dr. Joshi during the three months ended December 31, 2016 and 2015, which have been offset to revenue earned from NPC LLC for financial statement purposes.

SEGMENT REPORTING

SEGMENT REPORTING	3 Months Ended
	Dec. 31, 2016
SEGMENT REPORTING:
SEGMENT REPORTING	NOTE 7 – SEGMENT REPORTING Reportable segments are components of an enterprise about which separate financial information is available and that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company's reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. The Company operates in following business segments: (i) Medical Devices: which it stems from PSI, its wholly-owned subsidiary it acquired on August 24, 2012, a developer, manufacturer, marketer and distributer of targeted Ultra Violet ("UV") phototherapy devices for the treatment of skin diseases . (ii) Management of Client Services: which it stems from NPC, its wholly-owned subsidiary it acquired on February 28, 2014. NPC engages in management of top-tier medical practices in the interventional and multi-modal pain management sector. (iii) Authentication and Encryption Products and Services: which it stems from StealthCo, its wholly-owned subsidiary formed on March 18, 2014 . StealthCo engages in the business of selling, licensing or otherwise providing certain authentication and encryption products and services upon acquisition of certain assets from SMI. The detailed segment information of the Company is as follows: Wellness Center USA, Inc. Assets By Segments December 31, 2016 Corporate Medical Devices Mgmt of Medical Practice Authentication and Encryption Total ASSETS Current Assets Cash $ 109,608 $ 27,477 $ 9,504 $ 8,135 $ 154,724 Accounts receivable - 14,000 - - 14,000 Inventories - 26,689 - 12,486 39,175 Prepaid expenses and other current assets - - 2,700 2,155 4,855 Total current assets 109,608 68,166 12,204 22,776 212,754 Property and equipment, net 4,021 5,061 3,218 3,070 15,370 Other assets 15,000 1,760 - - 16,760 Total other assets 19,021 6,821 3,218 3,070 32,130 TOTAL ASSETS $ 128,629 $ 74,987 $ 15,422 $ 25,846 $ 244,884 Wellness Center USA, Inc. Operations by Segments For the Three Months Ended December 31, 2016 Corporate Medical Devices Mgmt of Medical Practice Authentication and Encryption Total Sales: Trade $ - $ 84,000 $ - $ 5,000 $ 89,000 Consulting services - - - 14,125 14,125 Management services to related party - - 37,402 - 37,402 Total Sales - 84,000 37,402 19,125 140,527 Cost of goods sold - 40,033 - 20,467 60,500 Gross profit (loss) - 43,967 37,402 (1,342) 80,027 Operating expenses 236,905 65,656 78,964 114,002 495,527 Loss from operations $ (236,905) $ (21,689) $ (41,562) $ (115,344) $ (415,500) Wellness Center USA, Inc. Operations by Segments For the Three Months Ended December 31, 2015 Corporate Medical Devices Mgmt of Medical Practice Authentication and Encryption Total Sales: Trade $ - $ 2,224 $ - $ 5,000 $ 7,224 Consulting services - - - 7,500 7,500 Management services to related party - - 61,702 - 61,702 Total Sales - 2,224 61,702 12,500 76,426 Cost of goods sold - 6,152 - 21,409 27,561 Gross profit (loss) - (3,928) 61,702 (8,909) 48,865 Operating expenses 363,160 106,371 49,812 67,247 586,590 Income (loss) from operations $ (363,160) $ (110,299) $ 11,890 $ (76,156) $ (537,725)

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Dec. 31, 2016
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 8 – SUBSEQUENT EVENTS Subsequent to December 31, 2016, the Company raised $97,600 from the sale of 835,000 shares of its common stock. In connection with the sale, the Company issued warrants to the shareholders to purchase 2,395,000 shares of the Company’s common stock. The warrants expire five years from the date of grant and have exercise prices ranging from of $0.16 per share to $0.25 per share.

Summary of Significant Accoun16

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Dec. 31, 2016
Summary of Significant Accounting Policies (Policies)
Basis of Consolidation	Basis of Consolidation The Company's consolidated subsidiaries and/or entities are as follows: Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition/disposition, if applicable) Attributable interest Psoria-Shield Inc. (“PSI”) The State of Florida June 17, 2009 (August 24, 2012) 100% National Pain Centers, Inc. (“NPC”) The State of Nevada January 24, 2014 (February 28, 2014) 100% StealthCo, Inc. (“StealthCo”) The State of Illinois March 18, 2014 100% Psoria Development Company LLC. (“PDC”) The State of Illinois January 15, 2015 50% Intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in valuation of inventory and obsolescence and valuations of stock-based compensation calculations, among others. Actual results could differ from these estimates.
Income (Loss) Per Share	Income (Loss) Per Share Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. For the three months ended December 31, 2016 and 2015, the basic and diluted shares outstanding were the same, as potentially dilutive shares were considered anti-dilutive. At December 31, 2016 and September 30, 2016, the dilutive impact of outstanding stock options for 5,785,000 and 5,227,500 shares, respectively, and outstanding warrants for 64,208,158 and 54,938,158 shares, respectively, have been excluded because their impact on the loss per share is anti-dilutive.
Revenue Recognition	Revenue R ecognition The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been render ed to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. In addition to the aforementioned general policy, the following are the specific revenue recognition policies for each major category of revenue: (i) Sale of products : T he Company derives its revenues from sales contracts with customer s with revenues being generated upon the shipment of merchandise. Persuasive evidence of an arrangement is demonstrated via sales invoice or contract; product delivery is evidenced by warehouse shipping log as well as a signed bill of lading from the vessel or rail company and title transfers upon shipment, based on free on board (“FOB”) warehouse terms ; the sales price to the customer is fixed upon acceptance of the signed purchase order or contract and there is no separate sales rebate, discount, or volume incentive. When the Company recognizes revenue, no provisions are made for returns because, historically, there have been very few sales returns and adjustments that have impacted the ultimate collection of revenues. (ii) Management fees of medical practice : The Company receives management fees from the management services it provides to a medical practice owned by a related entity. The Company earns and records 50% of the fees the medical practice collects as management fees when collected per management service agreement. Revenue is recorded net of $50,000 of salary earned by the director during the three months ended December 31, 2016 and 2015. (iii) Consulting services: revenue is recognized in the period services are rendered and earned under service arrangements with clients where service fees are fixed or determinable and collectability is reasonably assured . Payments received before the relevant criteria for revenue recognition are satisfied are recorded as deferred revenue. Deferred revenue at December 31, 2016 and September 30, 2016 was $71,674 and $77,375, respectively.
Fair Value measurements	Fair Value measurements The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: · Level 1 — Quoted prices in active markets for identical assets or liabilities. · Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. · Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of financial instruments such as cash, accounts receivable, inventories, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments.
Non-controlling Interest	Non-controlling Interest Non-controlling interest represents the non-controlling interest holder’s proportionate share of the equity of the Company’s majority-owned subsidiary, PDC. Non-controlling interest is adjusted for the non-controlling interest holder’s proportionate share of the earnings or losses and other comprehensive income (loss), if any, and the non-controlling interest continues to be attributed its share of losses even if that attribution results in a deficit non-controlling interest balance.
Stock-Based Compensation	Stock-Based Compensation The Company periodically grants stock options and warrants to employees and non-employees in non-capital raising transactions as compensation for services rendered. The Company accounts for stock option and stock warrant grants to employees based on the authoritative guidance provided by the Financial Accounting Standards Board where the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and stock warrant grants to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board where the value of the stock compensation is determined based upon the measurement date at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option or warrant grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The fair value of the Company’s common stock option and warrant grants are estimated using a Black-Scholes Merton option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model, and based on actual experience. The assumptions used in the Black-Scholes Merton option pricing model could materially affect compensation expense recorded in future periods.
Reclassifications	Reclassifications Certain salary amounts paid to a related party during the three months ended December 31, 2015 have been reclassified from operating costs as an offset to revenue to conform to current period presentation.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In July 2015, the FASB issued Accounting Standards Update 2015-11, Simplifying the Measurement of Inventory, which requires that inventory within the scope of ASU 2015-11 be measured at the lower of cost and net realizable value. Inventory measured using last-in, first-out (LIFO) and the retail inventory method are not impacted by the new guidance. ASU 2015-11 applies to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure inventory within the scope of ASU 2015-11 at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU 2015-11 is effective for public business entities in fiscal years beginning after December 15, 2016, and interim periods within those years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2015-11 on the Company’s financial statements and disclosures. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements and disclosures. In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

Company's consolidated subsidia

Company's consolidated subsidiaries or entities (Tables)	3 Months Ended
	Dec. 31, 2016
Company's consolidated subsidiaries or entities:
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net	The Company's consolidated subsidiaries and/or entities are as follows: Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition/disposition, if applicable) Attributable interest Psoria-Shield Inc. (“PSI”) The State of Florida June 17, 2009 (August 24, 2012) 100% National Pain Centers, Inc. (“NPC”) The State of Nevada January 24, 2014 (February 28, 2014) 100% StealthCo, Inc. (“StealthCo”) The State of Illinois March 18, 2014 100% Psoria Development Company LLC. (“PDC”) The State of Illinois January 15, 2015 50%

Property Equipment (Tables)

Property Equipment (Tables)	3 Months Ended
	Dec. 31, 2016
Property Equipment (Tables)
Schedule of estimated useful lives of property and equipment, as follows:	Property and equipment consists of the following at December 31, 2016 and September 30, 2016: December 31, 2016 September 30, 2016 Vehicles $ 15,000 $ 15,000 Computer equipment 9,058 9,058 Furniture and fixtures 27,216 24,966 Medical equipment 18,889 18,889 Software 23,207 23,207 Leasehold improvements 15,170 15,170 108,540 106,290 Less: accumulated depreciation and amortization (93,170) (90,469) Property and equipment, net $ 15,370 $ 15,821

Stockholders Equity Deficit (Ta

Stockholders Equity Deficit (Tables)	3 Months Ended
	Dec. 31, 2016
Stockholders Equity Deficit (Tables):
Schedule of assumptions used for options granted during the year ended September 30, 2016	The assumptions used for options granted during the three months ended December 31, 2016 are as follows: Exercise price $ 0.12 - 0.19 Expected dividends - Expected volatility 150.8% - 152.3% Risk free interest rate 0.96% - 1.03% Expected life of options 2.5
Schedule of Summary of stock option activities	The table below summarizes the Company’s stock option activities for the three months ended December 31, 2016: Number of Option Shares Exercise Price Range Per Share Weighted Average Exercise Price Fair Value at Date of Grant Balance, September 30, 2016 5,227,500 $ 0.01 - 2.00 $ 0.60 $ 1,539,269 Granted 562,500 0.12 - 0.19 0.13 65,450 Cancelled (5,000) 0.09 0.09 - Exercised - - - - Expired - - - - Balance, December 31, 2016 5,785,000 $ 0.01 – 2.00 $ 0.55 $ 1,604,719 Vested and exercisable, December 31, 2016 5,285,000 $ 0.01 – 2.00 $ 0.59 $ 1,550,119 Unvested, December 31, 2016 500,000 $ 0.12 $ 0.12 $ 54,600
Schedule of Summary of information concerning outstanding and exercisable options	The following table summarizes information concerning outstanding and exercisable options as of December 31, 2016: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $0.01 - 0.39 2,325,000 3.71 $ 0.14 1,825,000 3.71 $ 0.14 0.40 - 0.99 2,060,000 2.22 0.40 2,060,000 2.22 0.40 1.00 - 1.99 750,000 4.00 1.00 750,000 4.00 1.00 2.00 650,000 4.00 2.00 650,000 4.00 2.00 $0.01 - 2.00 5,785,000 3.25 $ 0.55 5,285,000 3.25 $ 0.59
Schedule of Warrants activities	The table below summarizes the Company’s warrants activities for the three months ended December 31, 2016: Number of Warrant Shares Exercise Price Range Per Share Weighted Average Exercise Price Fair Value at Date of Issuance Balance, September 30, 2016 54,938,158 $ 0.01-2.31 $ 0.28 $ 2,119,957 Granted 9,270,000 0.12-0.18 0.15 - Canceled - - - - Exercised - - - - Expired - - - - Balance, December 31, 2016 64,208,158 $ 0.01 - 2.31 $ 0.24 $ 2,119,957 Vested and exercisable, December 31, 2016 64,208,158 $ 0.01 - 2.31 $ 0.24 $ 2,119,957 Unvested, December 31, 2016 - $ - $ - $ -
Schedule of Summary of information concerning outstanding and exercisable warrants	The following table summarizes information concerning outstanding and exercisable warrants as of December 31, 2016: Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $0.01 – 0.20 45,504,807 3.62 $ 0.15 45,504,807 3.62 $ 0.15 0.21 – 0.49 13,783,840 2.33 0.34 13,783,840 2.33 0.34 0.50 – 1.00 4,764,738 1.55 0.74 4,764,738 1.55 0.74 1.01 – 2.31 154,773 0.39 2.23 154,773 0.39 2.23 $0.01 – 2.31 64,208,158 3.12 $ 0.24 64,208,158 3.12 $ 0.24

Consolidated Statements By Repo

Consolidated Statements By Reportable Segment (Tables)	3 Months Ended
	Dec. 31, 2016
Consolidated Statements By Reportable Segment (Tables):
Total Assets By Reportable Segment of December 31, 2016	The detailed segment information of the Company is as follows: Wellness Center USA, Inc. Assets By Segments December 31, 2016 Corporate Medical Devices Mgmt of Medical Practice Authentication and Encryption Total ASSETS Current Assets Cash $ 109,608 $ 27,477 $ 9,504 $ 8,135 $ 154,724 Accounts receivable - 14,000 - - 14,000 Inventories - 26,689 - 12,486 39,175 Prepaid expenses and other current assets - - 2,700 2,155 4,855 Total current assets 109,608 68,166 12,204 22,776 212,754 Property and equipment, net 4,021 5,061 3,218 3,070 15,370 Other assets 15,000 1,760 - - 16,760 Total other assets 19,021 6,821 3,218 3,070 32,130 TOTAL ASSETS $ 128,629 $ 74,987 $ 15,422 $ 25,846 $ 244,884
Consolidated Statements By Reportable Segment of December 31, 2016 and 2015	Wellness Center USA, Inc. Operations by Segments For the Three Months Ended December 31, 2016 Corporate Medical Devices Mgmt of Medical Practice Authentication and Encryption Total Sales: Trade $ - $ 84,000 $ - $ 5,000 $ 89,000 Consulting services - - - 14,125 14,125 Management services to related party - - 37,402 - 37,402 Total Sales - 84,000 37,402 19,125 140,527 Cost of goods sold - 40,033 - 20,467 60,500 Gross profit (loss) - 43,967 37,402 (1,342) 80,027 Operating expenses 236,905 65,656 78,964 114,002 495,527 Loss from operations $ (236,905) $ (21,689) $ (41,562) $ (115,344) $ (415,500) Wellness Center USA, Inc. Operations by Segments For the Three Months Ended December 31, 2015 Corporate Medical Devices Mgmt of Medical Practice Authentication and Encryption Total Sales: Trade $ - $ 2,224 $ - $ 5,000 $ 7,224 Consulting services - - - 7,500 7,500 Management services to related party - - 61,702 - 61,702 Total Sales - 2,224 61,702 12,500 76,426 Cost of goods sold - 6,152 - 21,409 27,561 Gross profit (loss) - (3,928) 61,702 (8,909) 48,865 Operating expenses 363,160 106,371 49,812 67,247 586,590 Income (loss) from operations $ (363,160) $ (110,299) $ 11,890 $ (76,156) $ (537,725)

Basis of Presentation (Details)

Basis of Presentation (Details)	3 Months Ended
	Dec. 31, 2016USD ($)
Going Concern details
Company incurred a net loss	$ 415,500
Used Cash in operation	241,275
Shareholder's Deficit of	823,050
Company had cash on hand	154,724
Company raised through the sale of its common stock.	$ 309,000

Consolidated Subsidiaries (Deta

Consolidated Subsidiaries (Details)	Dec. 31, 2016
Consolidated Subsidiaries
Psoria-Shield Inc Attributable Interest	100.00%
National Pain Centers, Inc Attributable Interest	100.00%
StealthCo, Inc Attributable Interest	100.00%
Psoria Development Company Attributable Interest	50.00%

Income (Loss) Per Share(Details

Income (Loss) Per Share(Details) - shares	Dec. 31, 2016	Sep. 30, 2016
Income (Loss) Per Share Details
Dilutive impact of outstanding stock options for shares	5,785,000	5,227,500
Outstanding Warrants for shares	64,208,158	54,938,158

Revenue Recognition (Details)

Revenue Recognition (Details) - USD ($)	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Management fees of medical practice
The Company earns and records the fees	50.00%
Revenue is recorded net salary paid to the director	$ 50,000	$ 50,000

Consulting Services (Details)

Consulting Services (Details) - USD ($)	Dec. 31, 2016	Sep. 30, 2016
Consulting Services Details
Recorded Deferred Revenue	$ 71,674	$ 77,375

Property And Equipment (Details

Property And Equipment (Details) - USD ($)	Dec. 31, 2016	Sep. 30, 2016
Property And Equipment Details
Vehicles	$ 15,000	$ 15,000
Computer equipment	9,058	9,058
Furniture and fixtures	27,216	24,966
Medical equipment	18,889	18,889
Software	23,207	23,207
Leasehold improvements	15,170	15,170
Property and equipment, gross	108,540	106,290
Less: accumulated depreciation and amortization	(93,170)	(90,469)
Property and equipment, net	$ 15,370	$ 15,821

Depreciation (Details)

Depreciation (Details) - USD ($)	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Depreciation Details
Depreciation expense	$ 2,701	$ 2,290

Loans Payable (Details)

Loans Payable (Details) - USD ($)	Dec. 31, 2016	Sep. 30, 2016
Loans payable Details
Loans payable	$ 9,000	$ 9,000

Capital stock (Details)

Capital stock (Details)	Dec. 31, 2016USD ($)$ / sharesshares	Dec. 22, 2010shares
Capital stock Details
Authorized to issue shares of common stock	75,000,000
Authorized to issue shares of common stock par value | $ / shares	$ 0.001
Shares of common stock issued and outstanding	74,968,352
Company amended its Articles of Incorporation to authorize to issue shares of common stock;	185,000,000
Company amended its Articles of Incorporation to authorize to issue shares of common stock par value | $ / shares	$ 0.001
Common shares issued for cash
Company received from several investors to purchase amount | $	$ 309,000
Company received from several investors to purchase | $	$ 3,090,000
Company issued warrants to the shareholders to purchase shares of common stock	9,270,000
Warrants expire in years	5
Exercise prices ranging from 0.12 to per share | $ / shares	$ 0.18
Total of of the authorized shares of common stock		7,500,000
Company issued options to purchase shares of its common stock to an officer and a Director	62,500
Company with exercise prices ranging per share. | $ / shares	$ 0.19
Company valued the options using a Black-Scholes option pricing model of stock compensation | $	$ 10,850
Company issued options to purchase shares of its common stock to a consultant	500,000
Company issued options to purchase shares of its common stock to a consultant with an exercise price per share | $ / shares	$ 0.12
Company valued options using a Black-Scholes option pricing model of stock compensation for the value of options | $	$ 27,300

Assumptions used for options gr

Assumptions used for options granted (Details)	3 Months Ended
	Dec. 31, 2016$ / shares
Assumptions used for options granted Details
Exercise price Minimum	$ 0.12
Exercise price Maximum	$ 0.19
Expected dividends Maximum	0.00%
Expected volatility Minimum	150.80%
Expected volatility Maximum	152.30%
Risk free interest rate Minimum	0.96%
Risk free interest rate Maximum	1.03%
Expected life of option	2.5

Summary of the stock option act

Summary of the stock option activity during the period (Details)	3 Months Ended
	Dec. 31, 2016USD ($)$ / sharesshares
Number of Option Shares:
Balance, Exercise Price Range 0.01 - 2.00 September 30, 2016	5,227,500
Granted Exercise Price Range 0.12 - 0.19	562,500
Cancelled Exercise Price Range 0.09	(5,000)
Balance, Exercise Price Range0.01 - 2.00 December 31, 2016	5,785,000
Vested and exercisable, Exercise Price Range0.01 - 2.00 December 31, 2016	5,285,000
Unvested, Exercise Price Range 0.12 December 31, 2016	500,000
Weighted Average Exercise Price
Weighted Average Exercise Price Balance, Exercise Price Range 0.01 - 2.00 September 30, 2016 | $ / shares	$ 0.60
Weighted Average Exercise Price Granted Exercise Price Range 0.12 - 0.19 | $ / shares	0.13
Weighted Average Exercise Price Cancelled Exercise Price Range 0.09 | $ / shares	0.09
Weighted Average Exercise Price Balance, Exercise Price Range0.01 - 2.00 December 31, 2016 | $ / shares	0.55
Weighted Average Exercise Price Vested and exercisable, Exercise Price Range0.01 - 2.00 December 31, 2016 | $ / shares	0.59
Weighted Average Exercise Price Unvested, Exercise Price Range 0.12 December 31, 2016 | $ / shares	$ 0.12
Fair Value at Date of Grant
Fair Value at Date of Grant Balance, Exercise Price Range 0.01 - 2.00 September 30, 2016 | $	$ 1,539,269
Fair Value at Date of Grant Granted Exercise Price Range 0.12 - 0.19 | $	65,450
Fair Value at Date of Grant Balance, Exercise Price Range0.01 - 2.00 December 31, 2016 | $	1,604,719
Fair Value at Date of Grant Vested and exercisable, Exercise Price Range0.01 - 2.00 December 31, 2016 | $	1,550,119
Fair Value at Date of Grant Unvested, Exercise Price Range 0.12 December 31, 2016 | $	$ 54,600
Intrinsic value for option shares outstanding	127,688

Summarizes the Company's stock

Summarizes the Company's stock option activities (Details) {Stockholder Equity}	3 Months Ended
	Dec. 31, 2016shares
Number of Option Shares
Balance Exercise Price Range 0.01 - 2.00	5,227,500
Granted Exercise Price Range 0.12 - 0.19	562,500
Canceled Exercise Price Range 0.09	(5,000)
Exercised Exercise Price Range 0	0
Expired Exercise Price Range 0	0
Balance Exercise Price Range 0.01 - 2.00	5,785,000
Vested and exercisable Exercise Price Range 0.01 - 2.00	5,285,000
Unvested Exercise Price Range 0.12	500,000
Weighted Average Exercise Price
Balance Exercise Price Range 0.01 - 2.00	0.6
Granted Exercise Price Range 0.12 - 0.19	0.13
Canceled Exercise Price Range 0.09	0.09
Balance Exercise Price Range 0.01 - 2.00	0.55
Vested and exercisable Exercise Price Range 0.01 - 2.00	0.59
Unvested Exercise Price Range 0.12	0.12
Fair Value at Date of Grant
Balance Exercise Price Range 0.01 - 2.00	1,539,269
Granted Exercise Price Range 0.12 - 0.19	65,450
Balance Exercise Price Range 0.01 - 2.00	1,604,719
Vested and exercisable Exercise Price Range 0.01 - 2.00	1,550,119
Unvested Exercise Price Range 0.12	54,600

Summarizes information concerni

Summarizes information concerning outstanding and exercisable options (Details){Stockholder Equity}	3 Months Ended
	Dec. 31, 2016shares
Number Outstanding
Range of Exercise Prices 0.01 - 0.39	2,325,000
Range of Exercise Prices 0.40 - 0.99	2,060,000
Range of Exercise Prices 1.00 - 1.99	750,000
Range of Exercise Prices 2.00	650,000
Range of Exercise Prices 0.01 - 2.00	5,785,000
Average Remaining Contractual Life (in years)(Options Outstanding)
Range of Exercise Prices 0.01 - 0.39	3.71
Range of Exercise Prices 0.40 - 0.99	2.22
Range of Exercise Prices 1.00 - 1.99	4
Range of Exercise Prices 2.00	4
Range of Exercise Prices 0.01 - 2.00	3.25
Weighted Average Exercise Price(Options Outstanding)
Range of Exercise Prices 0.01 - 0.39	0.14
Range of Exercise Prices 0.40 - 0.99	0.4
Range of Exercise Prices 1.00 - 1.99	1
Range of Exercise Prices 2.00	2
Range of Exercise Prices 0.01 - 2.00	0.55
Number Exercisable
Range of Exercise Prices 0.01 - 0.39	1,825,000
Range of Exercise Prices 0.40 - 0.99	2,060,000
Range of Exercise Prices 1.00 - 1.99	750,000
Range of Exercise Prices 2.00	650,000
Range of Exercise Prices 0.01 - 2.00	5,285,000
Average Remaining Contractual Life (in years)(Options Exercisable)
Range of Exercise Prices 0.01 - 0.39	3.71
Range of Exercise Prices 0.40 - 0.99	2.22
Range of Exercise Prices 1.00 - 1.99	4
Range of Exercise Prices 2.00	4
Range of Exercise Prices 0.01 - 2.00	3.25
Weighted Average Exercise Price(Options Exercisable)
Range of Exercise Prices 0.01 - 0.39	0.14
Range of Exercise Prices 0.40 - 0.99	0.4
Range of Exercise Prices 1.00 - 1.99	1
Range of Exercise Prices 2.00	2
Range of Exercise Prices 0.01 - 2.00	0.59

Stock Warrants (Details)

Stock Warrants (Details)	3 Months Ended
	Dec. 31, 2016$ / sharesshares
Stock Warrants Details
Company issued warrants to purchase shares | shares	9,270,000
Purchase shares with exercise price | $ / shares	$ 0.12
Exercise price as part of the sale of equity units | $ / shares	$ 0.18
Warrants expire from the date of grant	5
Intrinsic value for warrant | shares	2,006,978

Summary Of Warrants Activities

Summary Of Warrants Activities (Details) {Stockholder Equity}	3 Months Ended
	Dec. 31, 2016shares
Number of Warrant Shares
Balance of Warrants Exercise Price Range Per Share 0.01-2.31	54,938,158
Granted Warrants Exercise Price Range Per Share 0.12-0.18	9,270,000
Canceled Warrants Exercise Price Range Per Share 0	0
Balance Warrants Exercise Price Range Per Share 0.01 - 2.31	64,208,158
Vested and exercisable Range Per Share 0.01-2.31	64,208,158
Unvested Warrants Exercise Price Range Per Share 0	0
Weighted Average Exercise Price (Warrants)
Balance of Warrants Exercise Price Range Per Share 0.01-2.31	0.28
Granted Warrants Exercise Price Range Per Share 0.12-0.18	0.15
Exercised Warrants Exercise Price Range Per Share 0	0
Balance Warrants Exercise Price Range Per Share 0.01 - 2.31	0.24
Vested and exercisable Range Per Share 0.01-2.31	0.24
Fair Value at Date of Issuance
Balance of Warrants Exercise Price Range Per Share 0.01-2.31	2,119,957
Expired Warrants Exercise Price Range Per Share 0	0
Balance Warrants Exercise Price Range Per Share 0.01 - 2.31	2,119,957
Vested and exercisable Range Per Share 0.01-2.31	2,119,957

Summarizes information concer36

Summarizes information concerning outstanding and exercisable warrants (Details) {Stockholder Equity}	3 Months Ended
	Dec. 31, 2016shares
Number of Warrants Outstanding
Range of Exercise Prices 0.01 - 0.20	45,504,807
Range of Exercise Prices 0.21 - 0.49	13,783,840
Range of Exercise Prices 0.50 - 1.00	4,764,738
Range of Exercise Prices 1.01 - 2.31	154,773
Range of Exercise Prices 0.01 - 2.31	64,208,158
Warrants Outstanding Average Remaining Contractual Life (in years)
Range of Exercise Prices 0.01 - 0.20	3.62
Range of Exercise Prices 0.21 - 0.49	2.33
Range of Exercise Prices 0.50 - 1.00	1.55
Range of Exercise Prices 1.01 - 2.31	0.39
Range of Exercise Prices 0.01 - 2.31	3.12
Warrants Outstanding Weighted Average Exercise Price
Range of Exercise Prices 0.01 - 0.20	0.15
Range of Exercise Prices 0.21 - 0.49	0.34
Range of Exercise Prices 0.50 - 1.00	0.74
Range of Exercise Prices 1.01 - 2.31	2.23
Range of Exercise Prices 0.01 - 2.31	0.24
Number of Warrants Exercisable
Range of Exercise Prices 0.01 - 0.20	45,504,807
Range of Exercise Prices 0.21 - 0.49	13,783,840
Range of Exercise Prices 0.50 - 1.00	4,764,738
Range of Exercise Prices 1.01 - 2.31	154,773
Range of Exercise Prices 0.01 - 2.31	64,208,158
Warrants Exercisable Average Remaining Contractual Life (in years)
Range of Exercise Prices 0.01 - 0.20	3.62
Range of Exercise Prices 0.21 - 0.49	2.33
Range of Exercise Prices 0.50 - 1.00	1.55
Range of Exercise Prices 1.01 - 2.31	0.39
Range of Exercise Prices 0.01 - 2.31	3.12
Warrants Exercisable Weighted Average Exercise Price
Range of Exercise Prices 0.01 - 0.20	0.15
Range of Exercise Prices 0.21 - 0.49	0.34
Range of Exercise Prices 0.50 - 1.00	0.74
Range of Exercise Prices 1.01 - 2.31	2.23
Range of Exercise Prices 0.01 - 2.31	0.24

Related Party Advances from Sha

Related Party Advances from Shareholders (Details) - USD ($)	Dec. 31, 2016	Sep. 30, 2016
Related Party Advances from Shareholders Details
Advances from shareholders	$ 50,545	$ 50,545

Related Party Transactions Duri

Related Party Transactions During the Period (Narrative) (Details) - USD ($)	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Related Party Transactions During the Period
Management service revenue related to the collections	$ 37,402	$ 61,702
Net of salaries earned by Dr. Joshi	$ 50,000

Operations by Segments (Details

Operations by Segments (Details){Stockholder's Equity}	3 Months Ended
	Dec. 31, 2016USD ($)
Corporate
Current Assets
Cash	$ 109,608
Accounts receivable	0
Inventories	0
Prepaid expenses and other current assets	0
Total current assets	109,608
Property and equipment, net	4,021
Other assets	15,000
Total other assets	19,021
TOTAL ASSETS	128,629
Medical Devices
Current Assets
Cash	27,477
Accounts receivable	14,000
Inventories	26,689
Prepaid expenses and other current assets	0
Total current assets	68,166
Property and equipment, net	5,061
Other assets	1,760
Total other assets	6,821
TOTAL ASSETS	74,987
Mgmt of Medical Practice
Current Assets
Cash	9,504
Accounts receivable	0
Inventories	0
Prepaid expenses and other current assets	2,700
Total current assets	12,204
Property and equipment, net	3,218
Other assets	0
Total other assets	3,218
TOTAL ASSETS	15,422
Authentication and Encryption
Current Assets
Cash	8,135
Accounts receivable	0
Inventories	12,486
Prepaid expenses and other current assets	2,155
Total current assets	22,776
Property and equipment, net	3,070
Other assets	0
Total other assets	3,070
TOTAL ASSETS	25,846
Cash	154,724
Accounts receivable	14,000
Inventories	39,175
Prepaid expenses and other current assets	4,855
Total current assets	212,754
Property and equipment, net	15,370
Other assets	16,760
Total other assets	32,130
TOTAL ASSETS	$ 244,884

Operations by Segments Narrativ

Operations by Segments Narratives For December 31,2016 (Details){Stockholder's Equity}	3 Months Ended
	Dec. 31, 2016USD ($)
Corporate.
Trade	$ 0
Consulting services	0
Management services to related party	0
Total Sales	0
Cost of goods sold	0
Gross profit (loss)	0
Operating expenses	236,905
Income (loss) from operations	(236,905)
Medical Devices .
Trade	84,000
Consulting services	0
Management services to related party	0
Total Sales	84,000
Cost of goods sold	40,033
Gross profit (loss)	43,967
Operating expenses	65,656
Income (loss) from operations	(21,689)
Mgmt of Medical Practice .
Trade	0
Consulting services	0
Management services to related party	37,402
Total Sales	37,402
Gross profit (loss)	37,402
Operating expenses	78,964
Income (loss) from operations	(41,562)
Authorication and Encryption.
Trade	5,000
Consulting services	14,125
Management services to related party	0
Total Sales	19,125
Cost of goods sold	20,467
Gross profit (loss)	(1,342)
Operating expenses	114,002
Income (loss) from operations	(115,344)
Total.
Trade	89,000
Consulting services	14,125
Management services to related party	37,402
Total Sales	140,527
Cost of goods sold	60,500
Gross profit (loss)	80,027
Operating expenses	495,527
Income (loss) from operations	$ (415,500)

Operations by Segments Narrat41

Operations by Segments Narratives For December 31,2015 (Details){Stockholder's Equity}	3 Months Ended
	Dec. 31, 2016USD ($)
Corporate.
Trade	$ 0
Consulting services	0
Management services to related party	0
Total Sales	0
Cost of goods sold	0
Gross profit (loss)	0
Operating expenses	363,160
Loss from operations	(363,160)
Medical Devices .
Trade	2,224
Consulting services	0
Management services to related party	0
Total Sales	2,224
Cost of goods sold	6,152
Gross profit (loss)	(3,928)
Operating expenses	106,371
Loss from operations	(110,299)
Mgmt of Medical Practice .
Trade	0
Consulting services	0
Management services to related party	61,702
Total Sales	61,702
Cost of goods sold	61,702
Gross profit (loss)	0
Operating expenses	49,812
Loss from operations	11,890
Authorication and Encryption.
Trade	5,000
Consulting services	7,500
Management services to related party	0
Total Sales	12,500
Cost of goods sold	21,409
Gross profit (loss)	(8,909)
Operating expenses	67,247
Loss from operations	(76,156)
Total.
Trade	7,224
Consulting services	7,500
Management services to related party	61,702
Total Sales	76,426
Cost of goods sold	27,561
Gross profit (loss)	48,865
Operating expenses	586,590
Loss from operations	$ (537,725)

Subsequent Transactions (Detail

Subsequent Transactions (Details)	Dec. 31, 2016USD ($)$ / sharesshares
Subsequent Transactions
Company raised from the sale of shares of its common stock	835,000
Company raised from the sale of shares of its common stock value | $	$ 97,600
Company issued warrants to shareholders to purchase shares of common stock	2,395,000
Exercise prices ranging from of $0.16 per share | $ / shares	$ 0.25