Wellness Center USA (WCUI) 10-Q 12 May 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	6 Months Ended
	Mar. 31, 2017shares
Document and Entity Information
Entity Registrant Name	Wellness Center USA, Inc.
Entity Trading Symbol	wcui
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Entity Central Index Key	1,516,887
Current Fiscal Year End Date	--09-30
Entity Common Stock, Shares Outstanding	86,630,157
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	Q2

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2017	Sep. 30, 2016
Current Assets
Cash	$ 297,000	$ 89,249
Accounts receivable	70,000	0
Inventories	12,382	79,169
Prepaid expenses and other current assets	4,721	29,334
Total Current Assets	384,103	197,752
Property and equipment, net	12,669	15,821
Other assets	16,760	16,760
Total Other Assets	29,429	32,581
TOTAL ASSETS	413,532	230,333
Current Liabilities
Accounts payable and accrued expenses	296,013	610,581
Accrued payroll taxes	57,942	37,436
Accrued payroll - officers	302,390	200,096
Deferred revenue	52,549	77,375
Advances from related parties	48,545	50,545
Loans payable	39,000	9,000
Total Current Liabilities	796,439	985,033
Shareholders' Deficit
Common stock, par value $0.001, 185,000,000 shares authorized; 86,630,157 and 74,968,352 shares issued and outstanding, respectively	86,630	74,969
Additional paid-in capital	17,952,318	16,464,896
Common stock issuable, none and 5,048,650 shares, respectively	0	442,400
Accumulated deficit	(18,225,619)	(17,541,827)
Total Wellness Center USA shareholders' deficit	(186,671)	(559,562)
Non-controlling interest	(196,236)	(195,138)
Total Shareholder's deficit	(382,907)	(754,700)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$ 413,532	$ 230,333

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets Parentheticals - $ / shares	Mar. 31, 2017	Sep. 30, 2016
Parentheticals
Common Stock, par value	$ 0.0001	$ 0.0001
Common Stock, shares authorized	56,666,667	56,666,667
Common Stock, shares issued	47,132,664	48,132,664
Common Stock, shares outstanding	86,630,157	74,968,352
Common stock, shares issuable	0	5,048,650

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Mar. 31, 2017	Mar. 31, 2016
Sales:
Trade	$ 120,100	$ 61,287	$ 209,100	$ 68,511
Related party	0	54,117	0	54,117
Consulting services	14,125	7,500	28,250	15,000
Management services to related party	40,000	51,843	77,402	113,545
Total Sales	174,225	174,747	314,752	251,173
Cost of goods sold	53,407	39,641	113,907	42,128
Gross profit	120,818	135,106	200,845	209,045
Operating expenses	678,985	671,393	1,174,512	1,322,439
Loss from operations	(558,167)	(536,287)	(973,667)	(1,113,394)
Other income (expenses)
Loss on conversion of loans payable to equity	0	(146,301)	0	(146,301)
Gain on extinguishment of debt	288,777	0	288,777	0
Interest income - related party	0	0	0	2,913
Total other income (expenses)	288,777	(146,301)	288,777	(143,388)
NET LOSS	(269,390)	(682,588)	(684,890)	(1,256,782)
Net loss (gain) attributable to non-controlling interest	(5,430)	11,420	1,098	44,058
NET LOSS ATTRIBUTABLE TO WELLNESS CENTER USA, INC.	$ (274,820)	$ (671,168)	$ (683,792)	$ (1,212,724)
BASIC AND DILUTED LOSS PER SHARE	$ 0	$ (0.01)	$ (0.01)	$ (0.02)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED	84,644,460	72,858,366	82,814,207	67,066,885

Condensed Consolidated Stateme5

Condensed Consolidated Statement of Shareholders' Deficit (Unaudited) - 6 months ended Mar. 31, 2017 - 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 Deficit	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)
Issuance of common stock issuable	5,048,650	5,048	437,352	(5,048,650)	(442,400)
Common stock issued for cash	4,037,500	4,037	420,563				424,600		424,600
Exercise of stock warrants	2,725,655	2,726	425,289				428,015		428,015
Retirement of common stock in legal settlement	(250,000)	(250)	250
Fair value of vested stock options			$ 178,068				$ 178,068		$ 178,068
Fair value of common stock issued for services	100,000	100	25,900				26,000		26,000
Net loss for the six months ended March 31, 2017						$ (683,792)	$ (683,792)	$ (1,098)	$ (684,890)
Balance at Mar. 31, 2017	86,630,157	86,630	17,952,318	0	0	(18,225,619)	(186,671)	(196,236)	(382,907)

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash Flows from Operating Activities
Net loss	$ (684,890)	$ (1,256,782)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense	5,402	10,649
Amortization expense	0	35,249
Loss on shares issued for repayment of accounts payable	0	40,000
Loss on conversion of loans payable	0	146,301
Gain on extinguishment of debt	(288,777)	0
Fair value of common shares issued for services	26,000	118,000
Fair value of stock options issued for services	178,068	11,294
Note receivable from officer written-off as compensation	0	197,028
(Increase) Decrease in:
Accounts receivable	(70,000)	0
Inventories	66,787	26,675
Prepaid expenses and other current assets	24,613	23,366
(Decrease) Increase in:
Accounts payable and accrued expenses	(25,791)	17,885
Accrued payroll taxes	20,506	7,844
Accrued payroll - officers	102,294	0
Deferred revenue	(24,826)	(25,000)
Net cash used in operating activities	(670,614)	(647,491)
Cash Flows from Investing Activities
Purchases of property and equipment	(2,250)	(520)
Net cash used in investing activities	(2,250)	(520)
Cash Flows from Financing Activities
Proceeds from loans payable	30,000	82,300
Repayment of advances from related party	(2,000)	(3,269)
Proceeds from sale of common stock and warrants	424,600	655,701
Exercise of stock warrants	428,015	5,000
Proceeds from common stock issuable	0	75,000
Net cash provided by financing activities	880,615	814,732
Net increase in cash	207,751	166,721
Cash beginning of period	89,249	34,227
Cash end of period	297,000	200,948
Supplemental cash flows disclosures:
Interest paid	0	0
Taxes paid	0	0
Supplemental non-cash financing disclosures:
Conversion of loans payable to equity	0	69,800
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	$ 1,098	$ 44,058

Condensed Consolidated Stateme7

Condensed Consolidated Statements of Cash Flows Parentheticals - USD ($)	6 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash Flows Parentheticals
Repayment of accounts payable for common stock issuance	$ 60,000	$ 60,000

ORGANIZATION AND BASIS OF PRESE

ORGANIZATION AND BASIS OF PRESENTATION	6 Months Ended
	Mar. 31, 2017
ORGANIZATION AND BASIS OF PRESENTATION:
ORGANIZATION AND BASIS OF PRESENTATION	NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION 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 top ­tier 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. Basis of Presentation of Unaudited Financial Information 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 six months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending September 30, 2017. The balance sheet information as of September 30, 2016 was derived from the audited financial statements included in the Company’s financial statements as of and for the fiscal years ended September 30, 2016 and 2015 contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on January 13, 2017. These financial statements should be read in conjunction with that report. 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 March 31, 2017, the Company has a shareholders’ deficit of $382,907, and during the six months ended March 31, 2017, the Company incurred a net loss of $684,890 and used cash in operations of $670,614. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. 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 March 31, 2017, the Company had cash on hand in the amount of $297,000. 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 six months ended March 31, 2017, the Company raised $852,615 through the sale of its common stock and the exercise of stock warrants. Subsequent to March 31, 2017, the Company raised an additional $513,571 through the sale of its common stock and the exercise of stock warrants (see Note 9). 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	6 Months Ended
	Mar. 31, 2017
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. 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 six months ended March 31, 2017 and 2016, the basic and diluted shares outstanding were the same, as potentially dilutive shares were considered anti-dilutive. At March 31, 2017 and September 30, 2016, the dilutive impact of outstanding stock options for 6,147,500 and 5,227,500 shares, respectively, and outstanding warrants for 63,741,253 and 54,938,158 shares, respectively, have been excluded because their impact on the loss per share is anti-dilutive. Revenue Recognition 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 rendered 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 : (ii) Management fees of medical practice: (iii) Consulting services: Payments received before the relevant criteria for revenue recognition are satisfied are recorded as deferred revenue. Deferred revenue at March 31, 2017 and September 30, 2016 was $52,549 and $77,375, respectively. 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 and six months ended March 31, 2016 have been reclassified from operating costs as an offset to revenue to conform to current period presentation. Recently Issued Accounting Pronouncements 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	6 Months Ended
	Mar. 31, 2017
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT	NOTE 3 - PROPERTY AND EQUIPMENT Property and equipment consists of the following at March 31, 2017 and September 30, 2016: March 31, 2017 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 (95,871) (90,469) Property and equipment, net $ 12,669 $ 15,821 Depreciation expense for the three months ended March 31, 2017 and 2016 was $2,701 and $8,359, respectively. Depreciation expense for the six months ended March 31, 2017 and 2016 was $5,402 and $10,649, respectively.

LOANS PAYABLE

LOANS PAYABLE	6 Months Ended
	Mar. 31, 2017
LOANS PAYABLE
LOANS PAYABLE	NOTE 4 – LOANS PAYABLE Loans payable of $39,000 at March 31, 2017 and $9,000 at September 30, 2016 consist of two unsecured note agreements issued on May 14, 2014 and August 21, 2014 totaling to $9,000, and a short-term unsecured loan for $30,000 issued on March 27, 2017. The loans have no stated interest rate and are due on demand.

SHAREHOLDERS' DEFICIT

SHAREHOLDERS' DEFICIT	6 Months Ended
	Mar. 31, 2017
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT	NOTE 5 – SHAREHOLDERS’ DEFICIT Common shares issued for cash During the six months ended March 31, 2017, the Company received $424,600 from several investors to purchase 4,037,500 shares of the Company’s common stock. In connection with the sale, the Company issued warrants to the shareholders to purchase 11,793,750 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 $0.25 per share. The shares and warrants were issued in reliance upon registration exemptions available under federal and applicable state securities laws. Common shares issued for services During the six months ended March 31, 2017, the Company issued 100,000 shares of its common stock to a consultant. The fair value of the shares on the date of grant was $26,000. The shares vested upon grant and the fair value of the shares is included in Operating Expenses on the March 31, 2017 Statements of Operations. 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 six months ended March 31, 2017, the Company issued options to purchase 125,000 shares of its common stock to an officer of the Company with exercise prices of $0.19 per share and $0.40 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 $22,538 and $33,388 of stock compensation for the value of the options during the three and six months ended March 31, 2017, respectively. During the six months ended March 31, 2017, the Company issued options to purchase 300,000 shares of its common stock to a consultant of the Company with an exercise price of $0.26 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 $75,040 of stock compensation for the value of the options during the three and six months ended March 31, 2017. During the six months ended March 31, 2017, 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 vested on January 30, 2017. The Company valued the options using a Black-Scholes option-pricing model and recorded $27,300 and $54,600 of stock compensation for the value of the options during the three and six months ended March 31, 2017, respectively. During the six months ended March 31, 2017, the Company issued options to purchase 50,000 shares of its common stock to a consulting firm with an exercise price of $0.16 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 $15,040 of stock compensation for the value of the options during the three and six months ended March 31, 2017. The assumptions used for options granted during the six months ended March 31, 2017 are as follows: Exercise price $ 0.12 - 0.40 Expected dividends - Expected volatility 146.5% - 152.3% Risk free interest rate 0.96% - 1.15% Expected life of options 2.5 The table below summarizes the Company’s stock option activities for the six months ended March 31, 2017: 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 975,000 0.12 - 0.40 0.19 173,768 Cancelled (55,000) 0.01 - 0.09 0.02 - Exercised - - - - Expired - - - - Balance, March 31, 2017 6,147,500 $ 0.10 – 2.00 $ 0.54 $ 1,713,037 Vested and exercisable, March 31, 2017 6,147,500 $ 0.10 – 2.00 $ 0.54 $ 1,713,037 Unvested, March 31, 2017 - $ - $ - $ - The aggregate intrinsic value for option shares outstanding at March 31, 2017 was $640,938. The following table summarizes information concerning outstanding and exercisable options as of March 31, 2017: 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 $ 0.10 - 0.39 2,625,000 3.72 $ 0.16 2,625,000 3.72 $ 0.16 2,122,500 2.05 0.40 2,122,000 2.05 0.40 750,000 3.75 1.00 750,000 3.75 1.00 650,000 3.75 2.00 650,000 3.75 2.00 $ 0.01 - 2.00 6,147,500 3.15 $ 0.54 6,147,500 3.15 $ 0.54 As of March 31, 2017, there was no aggregate value of the unvested stock options, as all options had vested. As of March 31, 2017, there were 1,352,500 shares of stock options remaining available for issuance under the 2010 Plan. Stock Warrants During the six months ended March 31, 2017, the Company issued warrants to purchase 11,793,750 shares with exercise prices of $0.12 and $0.25 per share as part of the sale of equity units (see Note 5). The warrants expire five years from the date of grant. Also during the six months ended March 31, 2017, stock warrants were exercised to purchase 2,725,655 shares of the Company’s common stock. Proceeds from the exercises totaled to $428,015. The table below summarizes the Company’s warrants activities for the six months ended March 31, 2017: Number of Warrant Shares Exercise Price Range 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 11,793,750 0.12 - 0.25 0.15 1,791,600 Canceled - - - - Exercised (2,725,655) 0.12 – 0.25 0.15 - Expired (265,000) 0.50 – 0.75 0.57 - Balance, March 31, 2017 63,741,253 $ 0.12 - 2.31 $ 0.24 $ 3,911,557 Vested and exercisable, March 31, 2017 63,741,253 $ 0.12 - 2.31 $ 0.24 $ 3,911,557 Unvested, March 31, 2017 - $ - $ - $ - The aggregate intrinsic value for warrant shares outstanding at March 31, 2017 was $12,388,827. The following table summarizes information concerning outstanding and exercisable warrants as of March 31, 2017: Warrants Outstanding and Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 0.01 – 0.20 45,349,568 3.49 $ 0.15 0.21 – 0.49 13,737,174 2.03 0.34 0.50 – 1.00 4,499,738 1.46 0.75 1.01 – 2.31 154,773 0.15 2.23 $ 0.01 – 2.31 63,741,253 3.03 $ 0.24

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Mar. 31, 2017
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 March 31, 2017 and September 30, 2016, advances from shareholders were $48,545 and $50,545, respectively. 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 $40,000 and $51,843 for the three months ended March 31, 2017 and 2016, respectively. These amounts are net of salaries of $50,000 earned by Dr. Joshi during the three months ended March 31, 2017 and 2016, which have been offset to revenue earned from NPC LLC for financial statement purposes. Management service revenue related to the collections was $77,402 and $113,545 for the six months ended March 31, 2017 and 2016, respectively. These amounts are net of salaries of $100,000 earned by Dr. Joshi during the six months ended March 31, 2017 and 2016, which have been offset to revenue earned from NPC LLC for financial statement purposes. Phototherapy Device Sales During the three months ended March 31, 2016, the Company’s 50% owned subsidiary, PDC, sold one of its Ultra Violet ("UV") phototherapy devices (PL-1000) to NPC LLC for $54,117.

SEGMENT REPORTING

SEGMENT REPORTING	6 Months Ended
	Mar. 31, 2017
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: (ii) Management of Client Services: (iii) Authentication and Encryption Products and Services: The detailed segment information of the Company is as follows: Wellness Center USA, Inc. Assets By Segments March 31, 2017 Corporate Medical Devices Mgmt of Medical Practice Authentication and Encryption Total ASSETS Current Assets Cash $ 215,009 $ $34,381 $ 19,698 $ 27,912 $ 297,000 Accounts receivable - 70,000 - - 70,000 Inventories - - - 12,382 12,382 Prepaid expenses and other current assets - - 2,700 2,021 4,721 Total current assets 215,009 104,381 22,398 42,315 384,103 Property and equipment, net 3,115 3,530 3,218 2,806 12,669 Other assets 15,000 1,760 - - 16,760 Total other assets 18,115 5,290 3,218 2,806 29,429 TOTAL ASSETS $ 233,124 $ $109,671 $ 25,616 $ 45,121 $ 413,532 Wellness Center USA, Inc. Operations by Segments For the Six Months Ended March 31, 2017 Corporate Medical Devices Mgmt of Medical Practice Authentication and Encryption Total Sales: Trade $ - $ 196,000 $ - $ 13,100 $ 209,100 Consulting services - - - 28,250 28,250 Management services to related party - - 77,402 - 77,402 Total Sales - 196,000 77,402 41,350 314,752 Cost of goods sold - 75,117 - 38,790 113,907 Gross profit - 120,883 77,402 2,560 200,845 Operating expenses 568,610 157,039 148,325 300,538 1,174,512 Loss from operations $ (568,610) $ (36,156) $ (70,923) $ (297,978) $ (973,667) Wellness Center USA, Inc. Operations by Segments For the Six Months Ended March 31, 2016 Corporate Medical Devices Mgmt of Medical Practice Authentication and Encryption Total Sales: Trade $ - $ 58,511 $ - $ 10,000 $ 68,511 Trade - related party - 54,117 - - 54,117 Consulting services - - - 15,000 15,000 Management services to related party - - 113,545 - 113,545 Total Sales - 112,628 113,545 25,000 251,173 Cost of goods sold - 41,220 - 908 42,128 Gross profit - 71,408 113,545 24,092 209,045 Operating expenses 838,467 210,705 105,457 167,810 1,322,439 Income (loss) from operations $ (838,467) $ (139,297) $ 8,088 $ (143,718) $ (1,113,394)

LEGAL SETTLEMENT

LEGAL SETTLEMENT	6 Months Ended
	Mar. 31, 2017
LEGAL SETTLEMENT:
LEGAL SETTLEMENT	NOTE 8 – LEGAL SETTLEMENT In March 2017, the Company entered into a Final Settlement Agreement with certain former owners of PSI and relating to certain agreements executed by them prior to the 2012 share exchange with the Company. Under the agreement, the Company released the former owners, and the former owners released the Company, PSI and the Company’s CEO, from any and all claims and liabilities claimed by or owed to each of the others, including a debt of $253,194 the Company owed to two of the former owners as of March 31, 2017. This amount is recorded as Other Income on the March 31, 2017 Statements of Operations. The Company also received 250,000 shares of its common stock from the former owners as part of the settlement. The shares were then cancelled by the Company and are not included in outstanding shares as of March 31, 2017.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Mar. 31, 2017
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 9 – SUBSEQUENT EVENTS Subsequent to March 31, 2017, the Company received $460,000 from the sale of 1,800,000 shares of its common stock to three investors. In connection with the sale, the Company issued warrants to the shareholders to purchase 2,000,000 shares of the Company’s common stock. The warrants expire five years from the date of grant and have an exercise price of $0.40 per share. Also subsequent to March 31, 2017, stock warrants were exercised to purchase 357,143 shares of the Company’s common stock. Proceeds from the exercise were $53,571. The shares and warrants were issued in reliance upon registration exemptions available under federal and applicable state securities laws.

Summary of Significant Accoun17

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Mar. 31, 2017
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%
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.
Loss Per Share	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 six months ended March 31, 2017 and 2016, the basic and diluted shares outstanding were the same, as potentially dilutive shares were considered anti-dilutive. At March 31, 2017 and September 30, 2016, the dilutive impact of outstanding stock options for 6,147,500 and 5,227,500 shares, respectively, and outstanding warrants for 63,741,253 and 54,938,158 shares, respectively, have been excluded because their impact on the loss per share is anti-dilutive.
Revenue Recognition	Revenue Recognition 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 rendered 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 : (ii) Management fees of medical practice: (iii) Consulting services: Payments received before the relevant criteria for revenue recognition are satisfied are recorded as deferred revenue. Deferred revenue at March 31, 2017 and September 30, 2016 was $52,549 and $77,375, respectively.
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 and six months ended March 31, 2016 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 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)	6 Months Ended
	Mar. 31, 2017
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)	6 Months Ended
	Mar. 31, 2017
Property Equipment (Tables)
Schedule of estimated useful lives of property and equipment, as follows:	Property and equipment consists of the following at March 31, 2017 and September 30, 2016: March 31, 2017 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 (95,871) (90,469) Property and equipment, net $ 12,669 $ 15,821

Shareholders' Deficit (Tables)

Shareholders' Deficit (Tables)	6 Months Ended
	Mar. 31, 2017
Shareholders' Deficit (Tables):
Schedule of Assumptions Used For Options Granted During The Period	The assumptions used for options granted during the six months ended March 31, 2017 are as follows: Exercise price $ 0.12 - 0.40 Expected dividends - Expected volatility 146.5% - 152.3% Risk free interest rate 0.96% - 1.15% 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 six months ended March 31, 2017: 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 975,000 0.12 - 0.40 0.19 173,768 Cancelled (55,000) 0.01 - 0.09 0.02 - Exercised - - - - Expired - - - - Balance, March 31, 2017 6,147,500 $ 0.10 – 2.00 $ 0.54 $ 1,713,037 Vested and exercisable, March 31, 2017 6,147,500 $ 0.10 – 2.00 $ 0.54 $ 1,713,037 Unvested, March 31, 2017 - $ - $ - $ -
Schedule of Summary of information concerning outstanding and exercisable options	The following table summarizes information concerning outstanding and exercisable options as of March 31, 2017: 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 $ 0.10 - 0.39 2,625,000 3.72 $ 0.16 2,625,000 3.72 $ 0.16 2,122,500 2.05 0.40 2,122,000 2.05 0.40 750,000 3.75 1.00 750,000 3.75 1.00 650,000 3.75 2.00 650,000 3.75 2.00 $ 0.01 - 2.00 6,147,500 3.15 $ 0.54 6,147,500 3.15 $ 0.54
Schedule of Warrants activities	The table below summarizes the Company’s warrants activities for the six months ended March 31, 2017: Number of Warrant Shares Exercise Price Range 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 11,793,750 0.12 - 0.25 0.15 1,791,600 Canceled - - - - Exercised (2,725,655) 0.12 – 0.25 0.15 - Expired (265,000) 0.50 – 0.75 0.57 - Balance, March 31, 2017 63,741,253 $ 0.12 - 2.31 $ 0.24 $ 3,911,557 Vested and exercisable, March 31, 2017 63,741,253 $ 0.12 - 2.31 $ 0.24 $ 3,911,557 Unvested, March 31, 2017 - $ - $ - $ -
Schedule of Summary of information concerning outstanding and exercisable warrants	The following table summarizes information concerning outstanding and exercisable warrants as of March 31, 2017: Warrants Outstanding and Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 0.01 – 0.20 45,349,568 3.49 $ 0.15 0.21 – 0.49 13,737,174 2.03 0.34 0.50 – 1.00 4,499,738 1.46 0.75 1.01 – 2.31 154,773 0.15 2.23 $ 0.01 – 2.31 63,741,253 3.03 $ 0.24

Schedule of Segment Reporting (

Schedule of Segment Reporting (Tables)	6 Months Ended
	Mar. 31, 2017
Schedule of Segment Reporting (Tables):
Schedule Of Detailed Segment Information Of The Company	The detailed segment information of the Company is as follows: Wellness Center USA, Inc. Assets By Segments March 31, 2017 Corporate Medical Devices Mgmt of Medical Practice Authentication and Encryption Total ASSETS Current Assets Cash $ 215,009 $ $34,381 $ 19,698 $ 27,912 $ 297,000 Accounts receivable - 70,000 - - 70,000 Inventories - - - 12,382 12,382 Prepaid expenses and other current assets - - 2,700 2,021 4,721 Total current assets 215,009 104,381 22,398 42,315 384,103 Property and equipment, net 3,115 3,530 3,218 2,806 12,669 Other assets 15,000 1,760 - - 16,760 Total other assets 18,115 5,290 3,218 2,806 29,429 TOTAL ASSETS $ 233,124 $ $109,671 $ 25,616 $ 45,121 $ 413,532 Wellness Center USA, Inc. Operations by Segments For the Six Months Ended March 31, 2017 Corporate Medical Devices Mgmt of Medical Practice Authentication and Encryption Total Sales: Trade $ - $ 196,000 $ - $ 13,100 $ 209,100 Consulting services - - - 28,250 28,250 Management services to related party - - 77,402 - 77,402 Total Sales - 196,000 77,402 41,350 314,752 Cost of goods sold - 75,117 - 38,790 113,907 Gross profit - 120,883 77,402 2,560 200,845 Operating expenses 568,610 157,039 148,325 300,538 1,174,512 Loss from operations $ (568,610) $ (36,156) $ (70,923) $ (297,978) $ (973,667) Wellness Center USA, Inc. Operations by Segments For the Six Months Ended March 31, 2016 Corporate Medical Devices Mgmt of Medical Practice Authentication and Encryption Total Sales: Trade $ - $ 58,511 $ - $ 10,000 $ 68,511 Trade - related party - 54,117 - - 54,117 Consulting services - - - 15,000 15,000 Management services to related party - - 113,545 - 113,545 Total Sales - 112,628 113,545 25,000 251,173 Cost of goods sold - 41,220 - 908 42,128 Gross profit - 71,408 113,545 24,092 209,045 Operating expenses 838,467 210,705 105,457 167,810 1,322,439 Income (loss) from operations $ (838,467) $ (139,297) $ 8,088 $ (143,718) $ (1,113,394)

Going Concern (Details)

Going Concern (Details)	6 Months Ended
	Mar. 31, 2017USD ($)
Going Concern Details
Net loss during the period	$ 684,890
Net cash used cash in operations	670,614
Cash on hand in the amount	297,000
Sale of common stock	852,615
Shareholders' deficit	382,907
Additional sale of common stock	$ 513,571

Consolidated Subsidiaries (Deta

Consolidated Subsidiaries (Details)	Mar. 31, 2017
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%

Loss Per Share (Details)

Loss Per Share (Details) - shares	Mar. 31, 2017	Sep. 30, 2016
Loss Per Share Details
Dilutive impact of outstanding stock options	6,147,500	5,227,500
Outstanding warrants	63,741,253	54,938,158

Revenue Recognition (Details)

Revenue Recognition (Details) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Mar. 31, 2017	Mar. 31, 2016	Sep. 30, 2016
Revenue Recognition Details
Deferred revenue	$ 52,549		$ 52,549		$ 77,375
Receives management fees from the non-medical management services	$ 50,000	$ 50,000	$ 100,000	$ 100,000

Property And Equipment (Details

Property And Equipment (Details) - USD ($)	Mar. 31, 2017	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	(95,871)	(90,469)
Property and equipment, net	$ 12,669	$ 15,821

Depreciation (Details)

Depreciation (Details) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Mar. 31, 2017	Mar. 31, 2016
Depreciation Details
Depreciation expense	$ 2,701	$ 8,359	$ 5,402	$ 10,649

Loans Payable (Details)

Loans Payable (Details) - USD ($)	6 Months Ended
	Mar. 31, 2017	Sep. 30, 2016
LOANS PAYABLE Details
Loans payable	$ 39,000	$ 9,000
Short-term unsecured loan	$ 1,514,329

Capital stock (Details)

Capital stock (Details) - USD ($)	Mar. 31, 2017	Dec. 22, 2010
Common shares issued for cash Details
Received from several investors	$ 424,600
Received from several investors to purchase shares of common stock	4,037,500
Issued warrants to purchase shares of common stock	11,793,750
Warrants exercise prices ranging from $0.12 to	$ 0.25
Common shares issued for services
Issued shares of common stock to a consultant	100,000
Issued shares of commons stock for services value	$ 26,000
Authorized to issue shares of common stock		75,000,000

Stock Options (Details)

Stock Options (Details) - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2017	Mar. 31, 2017
Stock Options Details
Company issued options to purchase shares of its common stock		125,000
Options with an exercise price per share		$ 0.40
Company recorded stock compensation	$ 22,538	$ 33,388
Issued options to purchase shares of common stock to a consultant		300,000
Issued options to purchase shares of common stock to a consultant with an exercise price per share		$ 0.26
Stock compensation for the value of the options	75,040	$ 75,040
Issued options to purchase shares of common stock to a consulting firm		500,000
Options to purchase shares of common stock to a consulting firm with an exercise price per share		$ 0.12
Stock compensation for the value of the options to a consulting firm	27,300	$ 54,600
Issued options to a consulting firm		50,000
Issued options to a consulting firm with an exercise price per share		$ 0.16
Stock compensation value of the options	$ 15,040	$ 15,040

Assumptions used for options gr

Assumptions used for options granted (Details)	6 Months Ended
	Mar. 31, 2017$ / shares
Assumptions used for options granted Details
Exercise price Minimum	$ 0.12
Exercise price Maximum	$ 0.40
Expected dividends Maximum	0.00%
Expected volatility Minimum	146.50%
Expected volatility Maximum	152.30%
Risk free interest rate Minimum	0.96%
Risk free interest rate Maximum	1.15%
Expected life of option	2.5

Summary of the stock option act

Summary of the stock option activity during the period (Details)	6 Months Ended
	Mar. 31, 2017USD ($)$ / 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 - 0.40	975,000
Cancelled Exercise Price Range 0.01 - 0.09	(55,000)
Balance, Exercise Price Range 0.10 - 2.00 March 31, 2017	6,147,500
Vested and exercisable, Exercise Price Range 0.01 - 2.00 March 31, 2017	6,147,500
Unvested, March 31, 2017	0
Weighted-Average Exercise Price
Balance, Weighted-Average Exercise Price September 30, 2016 | $ / shares	$ 0.60
Granted Weighted-Average Exercise Price | $ / shares	0.19
Cancelled Weighted-Average Exercise Price | $ / shares	0.02
Balance, Weighted-Average Exercise Price March 31, 2017 | $ / shares	0.54
Vested and exercisable, Weighted-Average Exercise Price March 31, 2017 | $ / shares	$ 0.54
Fair Value at Date of Grant
Balance, Fair Value at Date of Grant September 30, 2016 | $	$ 1,514,329
Granted Fair Value at Date of Grant | $	173,768
Balance, Fair Value at Date of Grant March 31, 2017 | $	1,713,037
Vested and exercisable, Fair Value at Date of Grant March 31, 2017 | $	$ 1,713,037

Summarizes information concerni

Summarizes information concerning outstanding and exercisable options (Details)	6 Months Ended
	Mar. 31, 2017$ / sharesshares
Number Outstanding
Range of Exercise Prices 0.01 - 0.39 | shares	2,625,000
Range of Exercise Prices 0.40 - 0.99 | shares	2,122,500
Range of Exercise Prices 1.00 - 1.99 | shares	750,000
Range of Exercise Prices 2.00 | shares	650,000
Range of Exercise Prices 0.01 - 2.00 | shares	6,147,500
Average Remaining Contractual Life (in years) Options Outstanding
Range of Exercise Prices 0.01 - 0.39 Options Outstanding	3.72
Range of Exercise Prices 0.40 - 0.99 Options Outstanding	2.05
Range of Exercise Prices 1.00 - 1.99 Options Outstanding	3.75
Range of Exercise Prices 2.00 Options Outstanding	3.75
Range of Exercise Prices 0.01 - 2.00 Options Outstanding	3.15
Weighted Average Exercise Price (Options Outstanding)
Range of Exercise Prices 0.01 - 0.39 Weighted Average Exercise Price | $ / shares	$ 0.16
Range of Exercise Prices 0.40 - 0.99 Weighted Average Exercise Price | $ / shares	0.40
Range of Exercise Prices 1.00 - 1.99 Weighted Average Exercise Price | $ / shares	1
Range of Exercise Prices 2.00 Weighted Average Exercise Price | $ / shares	2
Range of Exercise Prices 0.01 - 2.00 Weighted Average Exercise Price | $ / shares	$ 0.54
Number Exercisable (Options Exercisable)
Range of Exercise Prices 0.01 - 0.39 Number Exercisable | shares	2,625,000
Range of Exercise Prices 0.40 - 0.99 Number Exercisable | shares	2,122,500
Range of Exercise Prices 1.00 - 1.99 Number Exercisable | shares	750,000
Range of Exercise Prices 2.00 Number Exercisable | shares	650,000
Range of Exercise Prices 0.01 - 2.00 Number Exercisable | shares	6,147,500
Average Remaining Contractual Life (in years) (Options Exercisable)
Range of Exercise Prices 0.01 - 0.39 Average Remaining Contractual Life	3.72
Range of Exercise Prices 0.40 - 0.99 Average Remaining Contractual Life	2.05
Range of Exercise Prices 1.00 - 1.99 Average Remaining Contractual Life	3.75
Range of Exercise Prices 2.00 Average Remaining Contractual Life	3.75
Range of Exercise Prices 0.01 - 2.00 Average Remaining Contractual Life	3.15
Weighted Average Exercise Price (Options Exercisable)
Range of Exercise Prices 0.01 - 0.39 Weighted Average Exercise Price Options Exercisable | $ / shares	$ 0.16
Range of Exercise Prices 0.40 - 0.99 Weighted Average Exercise Price Options Exercisable | $ / shares	0.40
Range of Exercise Prices 1.00 - 1.99 Weighted Average Exercise Price Options Exercisable | $ / shares	1
Range of Exercise Prices 2.00 Weighted Average Exercise Price Options Exercisable | $ / shares	2
Range of Exercise Prices 0.01 - 2.00 Weighted Average Exercise Price Options Exercisable | $ / shares	$ 0.54

Stock Warrants (Details)

Stock Warrants (Details)	6 Months Ended
	Mar. 31, 2017USD ($)$ / sharesshares
Stock Warrants Details
Company issued warrants to purchase shares | shares	11,793,750
Purchase shares with exercise price | $ / shares	$ 0.12
Exercise price as part of the sale of equity units | $ / shares	$ 0.25
Warrants expire from the date of grant	5
Proceeds from the exercises totaled | $	$ 428,015
Intrinsic value for warrant | $	$ 12,388,827

Summary Of Warrants Activities

Summary Of Warrants Activities (Details)	6 Months Ended
	Mar. 31, 2017USD ($)$ / sharesshares
Number of Warrant Shares
Balance Number of Warrants Exercise Price Range Per Share 0.01-2.31 September 30, 2016	54,938,158
Granted Warrants Exercise Price Range Per Share 0.12 - 0.25	11,793,750
Canceled Warrants Exercise Price Range Per Share 0	0
Exercised Warrants Exercise Price Range Per Share 0.12 - 0.25	(2,725,655)
Expired Warrants Exercise Price Range Per Share 0.50 - 0.75	(265,000)
Balance Number of Warrants Exercise Price Range Per Share 0.12 - 2.31 March 31, 2017	63,741,253
Vested and exercisable Number of Warrants March 31, 2017	63,741,253
Unvested Warrants Number of Warrants March 31, 2017	0
Weighted Average Exercise Price (Warrants)
Balance of Warrants Weighted Average Exercise Price Range 0.01-2.31 September 30, 2016 | $ / shares	$ 0.28
Granted Warrants Exercise Price Range Per Share 0.12 - 0.25 Weighted Average Exercise Price | $ / shares	0.15
Exercised Warrants Weighted Average Exercise Price | $ / shares	0.15
Expired Warrants Weighted Average Exercise Price | $ / shares	0.57
Balance Warrants Exercise Price Range Per Share 0.01 - 2.31 March 31, 2017 | $ / shares	0.24
Vested and exercisable warrants Range Per Share 0.01-2.31 March 31, 2017 | $ / shares	$ 0.24
Fair Value at Date of Issuance
Balance of Warrants Fair Value at Date of Issuance September 30, 2016 | $	$ 2,119,957
Granted Warrants Fair Value at Date of Issuance | $	1,791,600
Balance Warrants Fair Value at Date of Issuance March 31, 2017 | $	3,911,557
Vested and exercisable, Fair Value at Date of Issuance March 31, 2017 | $	$ 3,911,557

Summarizes information concer36

Summarizes information concerning outstanding and exercisable warrants (Details)	6 Months Ended
	Mar. 31, 2017$ / sharesshares
Number of Warrants Outstanding
Range of Exercise Prices 0.01 - 0.20 | shares	45,349,568
Range of Exercise Prices 0.21 - 0.49 | shares	13,737,174
Range of Exercise Prices 0.50 - 1.00 | shares	4,499,738
Range of Exercise Prices 1.01 - 2.31 | shares	154,773
Range of Exercise Prices 0.01 - 2.31 | shares	63,741,253
Warrants Outstanding Average Remaining Contractual Life (in years)
Range of Exercise Prices 0.01 - 0.20 Warrants Outstanding Average Remaining Contractual Life (in years)	3.49
Range of Exercise Prices 0.21 - 0.49 Warrants Outstanding Average Remaining Contractual Life (in years)	2.03
Range of Exercise Prices 0.50 - 1.00 Warrants Outstanding Average Remaining Contractual Life (in years)	1.46
Range of Exercise Prices 1.01 - 2.31 Warrants Outstanding Average Remaining Contractual Life (in years)	0.15
Range of Exercise Prices 0.01 - 2.31 Warrants Outstanding Average Remaining Contractual Life (in years)	3.03
Warrants Outstanding Weighted Average Exercise Price
Warrants Outstanding Weighted Average Exercise Price 0.01 - 0.20 | $ / shares	$ 0.15
Warrants Outstanding Weighted Average Exercise Price 0.21 - 0.49 | $ / shares	0.34
Warrants Outstanding Weighted Average Exercise Prices 0.50 - 1.00 | $ / shares	0.75
Warrants Outstanding Weighted Average Exercise Price 1.01 - 2.31 | $ / shares	2.23
Warrants Outstanding Weighted Average Exercise Price 0.01 - 2.31 | $ / shares	$ 0.24

Related Party Advances from Sha

Related Party Advances from Shareholders (Details) - USD ($)	Mar. 31, 2017	Sep. 30, 2016
Related Party Advances from Shareholders Details
Advances from shareholders	$ 48,545	$ 50,545

Related Party Transactions Duri

Related Party Transactions During the Period (Narrative) (Details) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Mar. 31, 2017	Mar. 31, 2016
Related Party Transactions During the Period
Management service revenue related to the collections	$ 40,000	$ 51,843	$ 77,402	$ 113,545
Net of salaries earned by Dr. Joshi	$ 50,000

Legal Settlement (Details)

Legal Settlement (Details)	Mar. 31, 2017USD ($)shares
Legal Settlement details
Company owed to two of the former owners | $	$ 253,194
Company received shares of common stock from the former owners as part of the settlement | shares	250,000

Subsequent Transactions (Detail

Subsequent Transactions (Details)	Mar. 31, 2017USD ($)$ / sharesshares
Subsequent Transactions
Company received from the sale of 1,800,000 shares of its common stock to three investors	$ 460,000
Warrants expire five years from the date of grant and have an exercise price per share | $ / shares	$ 0.40
Stock warrants were exercised to purchase shares of the Company's common stock | shares	357,143
Proceeds from the exercise warrants	$ 53,571