Wellness Center USA (WCUI) 10-Q 15 Aug 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	9 Months Ended
	Jun. 30, 2018shares
Document And Entity Information
Entity Registrant Name	Wellness Center USA, Inc.
Entity Central Index Key	1,516,887
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding	99,114,180
Trading Symbol	WCUI
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,018

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2018	Sep. 30, 2017
Current Assets
Cash	$ 17,202	$ 29,369
Accounts receivable		24,999
Inventories	12,014	12,335
Prepaid expenses and other current assets	3,862	1,751
Total Current Assets	33,078	68,454
Property and equipment, net	2,883	5,126
Other assets	16,760	16,760
Total Other Assets	19,643	21,886
TOTAL ASSETS	52,721	90,340
Current Liabilities
Accounts payable and accrued expenses	467,578	203,367
Accrued payroll - officers		13,440
Deferred revenue	46,848	55,098
Convertible notes payable	90,558	49,884
Loans payable from officers and shareholders	59,000	59,000
Total Current Liabilities	663,984	380,789
Shareholders' Deficit
Common stock, par value $0.001, 185,000,000 shares authorized; 99,114,180 and 90,284,916 shares issued and outstanding, respectively	99,114	90,285
Additional paid-in capital	21,998,585	19,069,211
Accumulated deficit	(22,326,311)	(19,132,557)
Total Wellness Center USA shareholders' equity (deficit)	(228,612)	26,939
Non-controlling interest	(382,651)	(317,388)
Total Shareholder's deficit	(611,263)	(290,449)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$ 52,721	$ 90,340

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2018	Sep. 30, 2017
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	185,000,000	185,000,000
Common stock, shares, issued	99,114,180	90,284,916
Common stock, shares, outstanding	99,114,180	90,284,916

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Sales:
Total Sales	$ 71,500	$ 19,125	$ 139,250	$ 256,475
Cost of goods sold	16,967	15,844	51,625	129,751
Gross profit	54,533	3,281	87,625	126,724
Operating expenses	837,368	588,010	1,732,848	1,614,197
Loss from operations	(782,835)	(584,729)	(1,645,223)	(1,487,473)
Other income (expenses)
Amortization of debt discount	(69,837)		(205,674)
Gain on extinguishment of debt				288,777
Loss on modification of conversion price on convertible note payable			(158,400)
Loss on modification of exercise price on warrants in connection with convertible note payable			(5,445)
Financing costs	(720,517)		(790,939)
Interest expense	(7,248)		(20,336)
Total other income (expenses)	(797,602)		(1,150,211)	288,777
LOSS FROM CONTINUING OPERATIONS	(1,580,437)	(584,729)	(2,826,017)	(1,198,696)
DISCONTINUED OPERATIONS
Loss from discontinued operations		(53,150)		(124,073)
NET LOSS	(1,580,437)	(637,879)	(2,826,017)	(1,322,769)
Net loss (gain) attributable to non-controlling interest	(2,179)	52,711	65,263	53,809
NET LOSS ATTRIBUTABLE TO WELLNESS CENTER USA, INC.	(1,582,616)	(585,168)	(2,760,754)	(1,268,960)
Deemed dividend relating to settlement with shareholder	(433,000)		(433,000)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$ (2,015,616)	$ (585,168)	$ (3,193,754)	$ (1,268,960)
BASIC AND DILUTED LOSS PER SHARE	$ (0.02)	$ (0.01)	$ (0.03)	$ (0.02)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED	95,906,597	88,328,386	92,912,125	84,652,266
Trade [Member]
Sales:
Total Sales	$ 60,500	$ 5,000	$ 96,500	$ 214,100
Consulting Services [Member]
Sales:
Total Sales	$ 11,000	$ 14,125	$ 42,750	$ 42,375

Condensed Consolidated Stateme5

Condensed Consolidated Statement of Shareholders' Deficit (Unaudited) - 9 months ended Jun. 30, 2018 - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total WCUI Deficit [Member]	Non-controlling Interest [Member]	Total
Balance at Sep. 30, 2017	$ 90,285	$ 19,069,211	$ (19,132,557)	$ 26,939	$ (317,388)	$ (290,449)
Balance, shares at Sep. 30, 2017	90,284,916
Common stock issued for cash	$ 333	49,667		50,000		50,000
Common stock issued for cash, shares	333,333
Exercise of stock warrants	$ 1,407	169,507		170,914		$ 170,914
Exercise of stock warrants, shares	1,407,619
Fair value of common stock issued for services	$ 770	110,530		111,300		$ 111,300
Fair value of common stock issued for services, shares	770,000
Shares issued upon conversions of note payable	$ 1,746	172,817		174,563		174,563
Shares issued upon conversions of note payable, shares	1,745,631
Shares issued upon conversion of loans payable from officers and shareholders	$ 3,019	403,981		407,000		407,000
Shares issued upon conversion of loans payable from officers and shareholders, shares	3,019,165
Fair value of additional shares issued upon conversion of loans payable from officers and shareholders		30,583		30,583		30,583
Fair value of additional shares issued upon conversion of loans payable from officers and shareholders, shares
Fair value of warrants issued as an inducement for conversion of loans payable from officers and shareholders		689,934		689,934		689,934
Fair value of warrants issued as an inducement for conversion of loans payable from officers and shareholders, shares
Fair value of vested stock options		486,642		486,642		486,642
Fair value of common stock issued in connection with convertible note payable	$ 487	69,935		70,422		70,422
Fair value of common stock issued in connection with convertible note payable, shares	486,849
Fair value of shares and warrants issued upon settlement of Favored Nation clause	$ 1,067	431,933	(433,000)
Fair value of shares and warrants issued upon settlement of Favored Nation clause, shares	1,066,667
Discount on convertible note payable due to beneficial conversion and warrants		150,000		150,000		150,000
Discount on convertible note payable due to beneficial conversion and warrants, shares
Loss on modification of conversion price and exercise price on warrants in connection with convertible note payable		163,845		163,845		163,845
Net loss			(2,760,754)	(2,760,754)	(65,263)	(2,826,017)
Balance at Jun. 30, 2018	$ 99,114	$ 21,998,585	$ (22,326,311)	$ (228,612)	$ (382,651)	$ (611,263)
Balance, shares at Jun. 30, 2018	99,114,180

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash Flows from Operating Activities
Net loss	$ (2,826,017)	$ (1,322,769)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss from discontinued operations		124,073
Depreciation expense	2,243	8,112
Amortization of debt discount	205,674
Gain on extinguishment of debt		(288,777)
Fair value of common shares issued for services	111,300	59,000
Fair value of stock options issued for services	486,642	193,556
Fair value of additional shares issued upon conversion of loans payable from officers and shareholders	30,583
Fair value of warrants issued upon conversion of loans payable from officers and shareholders	689,934
Loss on modification of conversion price on convertible note payable	158,400
Loss on modification of exercise price on warrants in connection with convertible note payable	5,445
Fair value of common stock issued in connection with convertible note payable	70,422
(Increase) Decrease in:
Accounts receivable	24,999	(75,424)
Inventories	321	66,859
Prepaid expenses and other current assets	(2,111)	24,748
(Decrease) Increase in:
Accounts payable and accrued expenses	273,774	(176,390)
Accrued payroll taxes		(37,436)
Accrued payroll - officers	(13,440)	(16,472)
Deferred revenue	(8,250)	(30,527)
Net cash used in operating activities from continuing operations	(790,081)	(1,471,447)
Net cash used in operating activities from discontinued operations		(6,489)
Net cash used in operating activities	(790,081)	(1,477,936)
Cash Flows from Investing Activities
Purchases of property and equipment		(1,945)
Net cash used in investing activities from continuing operations		(1,945)
Net cash used in investing activities from discontinued operations		(1,704)
Net cash used in investing activities		(3,649)
Cash Flows from Financing Activities
Proceeds from loans payable from officers and shareholders	427,500	30,000
Repayment of loans payable from officers and shareholders	(20,500)
Proceeds from convertible note payable	150,000
Repayment of advances from related party		(2,001)
Proceeds from the sale of common stock and warrants	50,000	884,600
Exercise of stock warrants	170,914	517,110
Net cash provided by financing activities	777,914	1,429,709
Net decrease in cash	(12,167)	(51,876)
Cash beginning of period	29,369	81,749
Cash end of period	17,202	29,873
Supplemental cash flows disclosures:
Interest paid
Taxes paid
Supplemental non-cash financing disclosures:
Debt discount on convertible note payable	150,000
Conversion of convertible note payable and accrued interest into common shares	174,563
Conversion of loans payable from officers and shareholders into common shares	407,000
Non-controlling interest’s share in losses of a subsidiary	$ 65,263	$ 53,809

Organization and Basis of Prese

Organization and Basis of Presentation	9 Months Ended
	Jun. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
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. The Company subsequently expanded into additional businesses within the healthcare and medical sectors through acquisitions, including Psoria-Shield Inc. (“PSI”), National Pain Centers, Inc. (“NPC”), and StealthCo Inc. (“SCI”), d/b/a Stealth Mark, Inc. On August 11, 2017, the Company entered into an agreement to sell 100% of the issued and outstanding shares of NPC, which has been accounted for as a discontinued operation on the condensed consolidated statement of operations for the three and nine months ended June 30, 2017. See Note 3 for details relating to the sale. The Company currently operates in the following business segments: (i) distribution of targeted Ultra Violet (“UV”) phototherapy devices for dermatology; and (ii) authentication and encryption products and services. The segments are operated, respectively, through PSI 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 nine months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending September 30, 2018. 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 net losses. During the nine months ended June 30, 2018, the Company incurred a net loss from continuing operations of $2,826,017 and used cash in operations from continuing operations of $790,081 and had a shareholders’ deficit of $611,263 as of June 30, 2018. 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, 2017 financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern. At June 30, 2018, the Company had cash on hand in the amount of $17,202. 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 nine months ended June 30, 2018, the Company received $777,914 through debt financing, the sale of common stock and warrants and the exercise of stock warrants. 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	9 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
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 % 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 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 the valuation of accounts receivable and allowance for uncollectible amounts, inventory and obsolescence reserves, accruals for potential liabilities, valuations of stock-based compensation, realization of deferred tax assets, 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 nine months ended June 30, 2018 and 2017, the basic and diluted shares outstanding were the same, as potentially dilutive shares were considered anti-dilutive. At June 30, 2018 and 2017, the dilutive impact of outstanding stock options for 17,890,000 and 6,210,000 shares, respectively, and outstanding warrants for 69,022,753 and 65,012,515 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) Consulting services: Payments received before the relevant criteria for revenue recognition are satisfied are recorded as deferred revenue. Deferred revenue at June 30, 2018 and 2017 was $46,848 and $55,098, 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, estimated forfeitures 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. 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 but does not believe the adoption of this standard will have a material effect on the Company, if any. 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.

Discontinued Operations

Discontinued Operations	9 Months Ended
	Jun. 30, 2018
Discontinued Operations and Disposal Groups [Abstract]
Discontinued Operations	NOTE 3 – DISCONTINUED OPERATIONS On August 11, 2017, the Company entered into an agreement with Dr. Jay Joshi to sell 100% of the issued and outstanding shares of NPC Inc. (“NPC”) to Dr. Joshi. As part of the agreement, Dr. Joshi and NPC released the Company from any and all liabilities, claims and obligations of the Company in favor of Dr. Joshi or NPC and arising from or relating to the operation of the NPC business. Also as part of the agreement, Dr. Joshi’s employment agreement with NPC was terminated and all assets and liabilities of NPC were transferred to Dr. Joshi as of the date of the agreement, including $365,459 of accrued compensation and shareholder advances owed to Dr. Joshi by NPC. The Company agreed to sell NPC to Dr. Joshi so that it could focus on its other business segments, PSI and Stealth Mark, which are technology companies, while NPC was a service business. Further, the elimination of the underlying NPC liabilities to Dr. Joshi will significantly improve Wellness Center Inc.’s financial position. As part of the agreement, the Company agreed to issue Dr. Joshi stock options to purchase 500,000 shares of its common stock with an exercise price of $0.25 per share. Dr. Joshi continued to serve on the Company’s board of directors until February 5, 2018. During the year ended September 30, 2017, the Company recorded a $252,508 gain relating to this transaction. Components of the statement of operations relating to NPC for the three and nine months ended June 30, 2017, were as follows: Three Months Ended Nine Months Ended June 30, 2017 June 30, 2017 Total Sales $ 9,351 $ 86,753 Operating expenses 62,501 210,826 Loss from discontinued operations $ (53,150 ) $ (124,073 )

Loans Payable from Officers and

Loans Payable from Officers and Shareholders	9 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
Loans Payable from Officers and Shareholders	NOTE 4 – LOANS PAYABLE FROM OFFICERS AND SHAREHOLDERS At September 30, 2017, loans payable from officers and shareholders of $59,000 consisted of two unsecured note agreements issued in 2014 totaling to $9,000, and two short-term unsecured loans issued in fiscal 2017 totaling to $50,000. The loans issued in 2014 have no stated interest rate and are due on demand. The loans issued in 2017 have an interest rate of eight percent per annum and are due one year from the date of issuance. During the nine months ended June 30, 2018, the Company borrowed $427,500 under 21 short-term, unsecured loans. The loans have an interest rate of eight percent and are due one year from the date of issuance. During the nine months ended June 30, 2018, the Company repaid $20,500 of the loans payable and $407,000 were converted into 3,019,165 shares of the Company’s common stock. In connection with the conversion of the loans payable, the Company issued warrants to purchase 6,038,336 shares of common stock to the holders as an inducement to convert. The warrants expire five years from the date of grant and have exercise prices of $0.14 and $0.18 per share. The fair value of the warrants of $689,934 was recorded as financing costs during the three and nine months ended June 30, 2018 and was based on a probability affected Black-Scholes Merton option pricing model with stock prices of $0.13 and $0.14, volatility of 124.60 and 124.73% and risk-free rates of 2.37% and 2.43%. In addition to the warrants, the Company offered certain loan holders, who were not officers or directors, to convert at a rate below the market price of the stock on the date of conversion. An aggregate of 218,452 additional common shares were issued to these loan holders with a value of $30,583 on the date of conversion. The Company recorded the amount as financing costs during the three and nine months ended June 30, 2018. As of June 30, 2018, loans payable from officers and shareholders of $59,000 were outstanding.

Convertible Notes Payable Agree

Convertible Notes Payable Agreements	9 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
Convertible Notes Payable Agreements	NOTE 5 – CONVERTIBLE NOTES PAYABLE AGREEMENTS June 30, 2018 September 30, 2017 Convertible note payable (a) $ - $ 165,000 Convertible note payable (b) 165,000 - Debt discount – unamortized balance (74,442 ) (115,116 ) Convertible notes payable, net $ 90,558 $ 49,884 (a) In July 2017, the Company entered into a Convertible Note Payable Agreement with an individual under which the Company borrowed $165,000. Net proceeds received by the Company under the agreement were $150,000. In connection with the agreement, the Company issued the individual 165,000 restricted shares of its common stock and warrants to purchase 330,000 shares of its common stock, which vested upon grant. The warrants expire five years from the date of grant and have an exercise price of $0.50 per share. The note payable accrues interest at eight percent per annum, is unsecured and is convertible at any time after the 90 th On the date of the agreement, the closing price of the common stock was $0.31 per share. As the conversion price embedded in the note agreement was below the trading price of the common stock on the date of issuance, a beneficial conversion feature (BCF) was recognized at the date of issuance. The Company recognized a debt discount at the date of issuance in the aggregate amount of $150,000 related to the relative fair value of the warrants and beneficial conversion features, which comprised $94,704 related to the intrinsic value of beneficial conversion features and $55,296 related to the relative fair value of the warrants. The aggregate fair value of the warrants of $87,582 was based on Black-Scholes Merton option pricing model with a stock price of $0.31, volatility of 139.98% and risk-free rate of 1.28%. The unamortized balance of the debt discount at September 30, 2017 was $115,116. The agreement also included a clause that allowed for the individual to receive additional shares if the price of the stock declined as of February 28, 2018 (the maturity date). The price of the stock on that date was $0.12 per share, causing the Company to issue the individual an additional 186,849 shares of its common stock. The Company recorded a financing cost of $22,422 relating to the issuance of these shares. On March 5, 2018, the Company modified the conversion price on the note payable from $0.25 per share to $0.10 per share. On that date, the reduction in the conversion price allowed for the individual to convert an additional 990,000 shares with a fair value of $0.16 per share. The total amount of expense the Company recognized relating to the modification was $158,400. Also on March 5, 2018, the Company modified the exercise price on the attached warrants from $0.50 per share to $0.20 per share. The total amount of the cost the Company recognized relating to the modification was $5,445. The maturity date of the note was also extended until April 30, 2018. During the nine months ended June 30, 2018, the individual converted $165,000 of the convertible note payable and $9,563 of accrued interest into 1,745,631 shares of the Company’s common stock. During the nine months ended June 30, 2018, the Company amortized the remaining $115,116 of debt discount, leaving no unamortized balance at June 30, 2018. (b) On March 5, 2018, the Company entered into another Convertible Note Payable Agreement with the same individual under which the Company borrowed an additional $165,000. Net proceeds received by the Company under the agreement after payment of a $15,000 fee to the lender was $150,000. In connection with the agreement, the Company issued the individual 300,000 restricted shares of its common stock and warrants to purchase 660,000 shares of its common stock, which vested upon grant. The warrants expire five years from the date of grant and have an exercise price of $0.20 per share. The note payable accrues interest at eight percent per annum, is unsecured and is convertible at any time after the 90 th The Company calculated the related fair value of the warrants issued to the noteholder to be $55,032 using a Black Scholes Merton option pricing model and performing a relative value calculation. The Company then made a calculation to determine if a beneficial conversion feature (BCF) existed. The beneficial conversion was based upon the effective conversion price based on the proceeds received that were allocated to the convertible instrument. Based upon the Company’s calculation, it was determined that a beneficial conversion feature existed amounting to $94,968 and was recorded as a debt discount. As such the Company recognized a debt discount at the date of issuance in the aggregate amount of $165,000 relating to the $15,000 fees paid to the lender, the relative value of the warrants and the BCF. The note discount is being amortized over the term of the note and the unamortized portion is recognized as a reduction to the carrying amount of the Convertible note (a valuation debt discount). During the three and nine months ended June 30, 2018, the Company amortized $69,837 and $90,558, respectively, of debt discount, leaving an unamortized balance of $74,442 at June 30, 2018. In addition, the Company recorded an additional finance cost of $48,000 related to the fair value of the 300,000 shares of common stock granted at the date issuance.

Shareholders' Deficit

Shareholders' Deficit	9 Months Ended
	Jun. 30, 2018
Equity [Abstract]
Shareholders' Deficit	NOTE 6 – SHAREHOLDERS’ DEFICIT Common Shares Issued for Cash During the nine months ended June 30, 2018, the Company received $50,000 from the sale of 333,333 shares of its common stock. In connection with the sale, the Company issued warrants to the shareholder to purchase 666,667 shares of the Company’s common stock. The warrants expire five years from the date of grant and have an exercise price of $0.18 per share. Common Shares Issued for Services During the nine months ended June 30, 2018, the Company issued 770,000 shares of its common stock valued at $111,300 for services provided by WCUI and PSI consultants. The shares were valued at the trading price of the common stock at the date of issuance. Common Shares Issued in Connection with the Settlement of an Equity Agreement In 2017, the Company completed a sale of common stock and warrants with a subscriber whereby the Company sold to the subscriber 1,600,000 shares of common stock and warrants to acquire 1,600,000 shares of common at a price of $0.40 per share, for total purchase consideration of $400,000 ($0.25 per unit). The subscription agreement also included a favored nation clause that in the event a subsequent private offering occurs at a price less than $.25 per share that was paid by the subscriber, then the subscriber’s stock unit price shall be proportionately adjusted to the identical ration of 40% discount of the market price in the date of the subscription agreement. Upon issuance of the instrument, no liability for the favored nation clause was considered necessary as it was determined that ASC 480-10 did not apply as it is a conditional obligation embedded in a share. During the period, the Company sold 333,333 shares of common stock at $0.15 per share and a warrant to acquire 666,667 shares of common stock at $0.18 per share to an investor that triggered the Favored Nation Clause. To avoid the issuance of any future potential shares, the Company and the subscriber entered in an agreement on May 15, 2018 whereby the Company would issue an additional 1,066,667 shares common stock to the subscriber, cancel the previously issued 1,600,000 warrants, and issue a new warrant to acquire 5,334,334 shares of common stock at $.18 per share. To account for the settlement, the Company determined that other than par value, no other value would be ascribed to the additional 1,066,667 shares of common stock that were issued and due under the favored nations clause for the reasons detailed above. The Company also determined that it should record the incremental difference of $433,000 between the fair value of the canceled warrant of $185,000 and the fair value of new warrant of $618,000 at the date of the agreement. Given that no services were provided to the Company, the difference in fair value of the warrants before and after the modification was treated as a deemed dividend. 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. Effective January 1, 2018, the Board of Directors approved to increase the number of authorized shares of the Company’s common stock that may be subject to, or issued pursuant to, the terms of the plan from 7,500,000 to 30,000,000. On January 1, 2018, the Company entered into employment agreements with three employees of SCI. Under the agreements, the Company issued options to purchase a combined total of 1,775,000 shares of its common stock with a fair value of $290,568. The options are exercisable over a term of five years, with an exercise price of $0.19. The Company valued the options using a Black-Scholes option pricing model. A combined total of 675,000 shares vested in equal amounts over a three-month period, starting on January 1, 2018, with the remainder vesting in equal amounts over the following one year and two months. During the three months ended June 30, 2018, an additional 250,000 shares also vested. On May 1, 2018, the Company entered into an employment agreement with one employee of SCI. Under the agreement, the Company issued an option to purchase 250,000 shares of its common stock with a fair value of $29,600. The options are exercisable over a term of five years, with an exercise price of $0.14. The Company valued the options using a Black-Scholes option pricing model. A total of 100,000 shares vest in equal amounts over a three-month period, starting on May 1, 2018, with the remainder vesting in equal amounts over the following one year and two months. During the three months ended June 30, 2018, 66,667 shares vested. During the three and nine months ended June 30, 2018, the Company recorded $46,480 and $156,977, respectively, of stock compensation for the value of the options, and as of June 30, 2018, unvested compensation of $163,190 remained that will be amortized over the remaining vesting period. Further, beginning on January 1, 2018, they will be granted additional stock options to purchase up to an aggregate total of 275,000 shares of the Company’s common stock each quarter. The options are exercisable over a five year period, are issuable on the last day of each quarter ending and vest immediately on the date of grant. All options accelerate and become fully vested upon the sale or change of control of the Company. During the nine months ended June 30, 2018, the Company issued options to purchase 525,000 shares of its common stock to the employees with an exercise price of $0.12 and $0.13 per share. During the three and nine months ended June 30, 2018, the Company valued the options using a Black-Scholes option pricing model and recorded $27,940 and $55,341, respectively, of stock compensation for the value of the options vested. In April 2018, the Company granted options to purchase 8,480,000 shares of its common stock to its officers, directors and two of its corporate employees with a fair value of $1,000,640. The options have an exercise price of $0.14 per share and expire five years from the date of grant. All of the shares will vest ratably on a monthly basis over 36 months. Also in April 2018, the Company granted options to purchase 1,230,000 shares of its common stock to an officer and a corporate employee with a fair value of approximately $145,140. The options have an exercise price of $0.14 per share and expire five years from the date of grant. All of the shares vested immediately. On June 30, 2018, the Company granted an option to purchase 37,500 shares of its common stock to a corporate employee with a fair value of approximately $3,809. The options have an exercise price of $0.14 per share and expire five years from the date of grant. All of the shares vested immediately. During the three and nine months ended June 30, 2018, the Company recorded $274,324 of stock compensation for the value of the options, and as of June 30, 2018, unvested compensation of $730,125 remained that will be amortized over the remaining vesting period. The assumptions used for options granted during the nine months ended June 30, 2018 are as follows: Exercise price $ 0.13 - 0.19 Expected dividends - Expected volatility 123.8% - 130.2% Risk free interest rate 2.01% - 2.43% Expected life of options 2.5 The table below summarizes the Company’s stock option activities for the nine months ended June 30, 2018: Number of Option Shares Exercise Price Range Per Share Weighted Average Exercise Price Fair Value at Date of Grant Balance, September 30, 2017 6,822,500 $ 0.10 - 2.00 $ 0.51 $ 1,865,628 Granted 11,067,500 0.12 - 0.19 0.15 1,379,861 Cancelled - - - - Exercised - - - - Expired - - - - Balance, June 30, 2018 17,890,000 $ 0.10 – 2.00 $ 0.29 $ 3,245,489 Vested and exercisable, June 30, 2018 10,654,882 $ 0.10 – 2.00 $ 0.29 $ 2,128,918 Unvested, June 30, 2018 7,235,118 $ 0.14 – 0.19 $ 0.18 $ 1,116,571 The aggregate intrinsic value for option shares outstanding at June 30, 2018 was $3,875, and as of June 30, 2018, unvested compensation of $893,315 remained that will be amortized over the remaining vesting period. The following table summarizes information concerning outstanding and exercisable options as of June 30, 2018: 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 14,367,500 4.28 $ 0.15 7,132,382 3.72 $ 0.15 0.40 - 0.99 2,122,500 0.80 0.40 2,122,500 0.80 0.40 1.00 - 1.99 750,000 2.50 1.00 750,000 2.50 1.00 2.00 650,000 2.50 2.00 650,000 2.50 2.00 $ 0.01 - 2.00 17,890,000 3.73 $ 0.29 10,654,882 2.93 $ 0.18 As of June 30, 2018, there were 12,110,000 shares of stock options remaining available for issuance under the 2010 Plan. Stock Warrants During the nine months ended June 30, 2018, the Company issued warrants to purchase 12,698,337 shares with exercise prices ranging from $0.14 to $0.20 per share in connection with the conversion of loans payable from officers and shareholders (see Note 4), the issuance of a convertible note payable (see Note 5) and the issuance of shares relating to an equity investment. The warrants expire five years from the date of grant. During the nine months ended June 30, 2018, warrants to purchase 1,407,619 shares of the Company’s common stock were exercised for $170,914. The table below summarizes the Company’s warrants activities for the nine months ended June 30, 2018: Number of Warrant Shares Exercise Price Range Per Share Weighted Average Exercise Price Fair Value at Date of Issuance Balance, September 30, 2017 64,161,304 $0.12 - 1.00 $ 0.24 $ 2,151,219 Granted 12,698,337 0.14 - 0.20 0.17 132,000 Cancelled (1,600,000 ) - - - Exercised (1,407,619 ) 0.12 – 0.15 0.12 - Expired (4,829,270 ) 0.30 – 0.45 0.43 - Balance, June 30, 2018 69,022,753 $0.12 - 1.00 $ 0.21 $ 2,283,219 Vested and exercisable, June 30, 2018 69,022,753 $0.12 - 1.00 $ 0.21 $ 2,283,219 Unvested, June 30, 2018 - $ - $ - $ - There was no aggregate intrinsic value for warrant shares outstanding at June 30, 2018. The following table summarizes information concerning outstanding and exercisable warrants as of June 30, 2018: 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 $ 0.12 – 0.20 55,221,778 2.92 $ 0.15 55,221,778 2.92 $ 0.15 0.21 – 0.49 9,341,237 1.97 0.33 9,341,237 1.97 0.33 0.50 – 1.00 4,459,738 0.21 0.75 4,459,738 0.21 0.75 $ 0.12 – 1.00 69,022,753 2.60 $ 0.21 69,022,753 2.60 $ 0.21

Segment Reporting

Segment Reporting	9 Months Ended
	Jun. 30, 2018
Segment Reporting [Abstract]
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. During the year ended September 30, 2017, the Company discontinued operations of its NPC segment (see Note 3). The Company operates in the following business segments: (i) Medical Devices: (ii) Authentication and Encryption Products and Services: The detailed segment information of the Company is as follows: Wellness Center USA, Inc. Assets By Segments June 30, 2018 Corporate Medical Devices Authentication and Encryption Total ASSETS Current Assets Cash $ 2,152 $ 7,429 $ 7,621 $ 17,202 Inventories - - 12,014 12,014 Prepaid expenses and other current assets - - 3,862 3,862 Total current assets 2,152 7,429 23,497 33,078 Property and equipment, net - - 2,883 2,883 Other assets 15,000 1,760 - 16,760 Total other assets 15,000 1,760 2,883 19,643 TOTAL ASSETS $ 17,152 $ 9,189 $ 26,380 $ 52,721 Wellness Center USA, Inc. Operations by Segments For the Nine Months Ended June 30, 2018 Corporate Medical Devices Authentication and Encryption Total Sales: Trade $ - 45,000 $ 51,500 $ 96,500 Consulting services - - 42,750 42,750 Total Sales - 45,000 94,250 139,250 Cost of goods sold - - 51,625 51,625 Gross profit - 45,000 42,625 87,625 Operating expenses 940,169 176,859 615,820 1,732,848 Loss from operations $ (940,169 ) $ (131,859 ) $ (573,195 ) $ (1,645,223 ) Wellness Center USA, Inc. Operations by Segments For the Nine Months Ended June 30, 2017 Corporate Medical Devices Authentication and Encryption Total Sales: Trade $ - $ 196,000 $ 18,100 $ 214,100 Consulting services - - 42,375 42,375 Total Sales - 196,000 60,475 256,475 Cost of goods sold - 75,117 54,634 129,751 Gross profit - 120,883 5,841 126,724 Operating expenses 816,849 297,087 500,261 1,614,197 Loss from operations $ (816,849 ) $ (176,204 ) $ (494,420 ) $ (1,487,473 )

Legal Matters

Legal Matters	9 Months Ended
	Jun. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Legal Matters	NOTE 8 – LEGAL MATTERS The Company is periodically engaged in legal proceedings arising from and relating to its business operations. We currently are not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our Company’s or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect on our financial condition or results of operations. In June, 2015, the Company and its then CEO received a formal order of investigation from the Chicago Regional Staff of the SEC. The Company and its then CEO cooperated and delivered requested documents, testimony, and tolling agreements. In May, 2017, the Staff issued a Wells Notice stating its preliminary determination to recommend an enforcement action against the Company and its then CEO based on possible violations of Section 17(a) of the Securities Act, Sections 15 (a) and 10(b) of the Exchange Act, and Rule 10b-5 thereunder. The Staff would allege, among other things, that periodic reports issued during 2013 and 2014 were misleading because they failed to disclose or mischaracterized as “salary”, “prepayments” or “loans,” several payments totaling $450,000 made to said CEO during those years without prior Board approval; that two press releases issued in 2015 touted shipments of several Psoria-Light devices that were not closed sales; and that we used an unregistered broker-dealer to identify and solicit potential investors during 2013, 2015 and 2017. Subsequent discussions resulted in our submission of an Offer of Settlement (“Offer”) through an administrative cease and desist action on November 17, 2017. Pursuant to the Offer, we neither admit nor deny any of the proposed allegations, but are enjoined from violating the above-referenced Sections and Rule. The Offer imposes no financial penalties or sanctions against the Company. On April 12, 2018, the Company’s Offer was accepted by the SEC. The said CEO did not join in the Offer and continues to contest the allegations against him in a separate complaint filed against him in the U.S. District Court for the Northern District of Illinois. He has voluntarily resigned as an officer and director, but continues to serve as Executive Director of Corporate Business Development.

Subsequent Events

Subsequent Events	9 Months Ended
	Jun. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	NOTE 9 – SUBSEQUENT EVENTS Subsequent to June 30, 2018, the Company received $30,000 from the sale of 200,000 shares of its common stock to one of its officers and received another $30,000 from the sale of 200,000 shares of its common stock to an individual. In connection with the sales, the Company issued warrants to each of the shareholders to purchase 400,000 shares of the Company’s common stock. The warrants expire five years from the date of grant and have an exercise price of $0.18 per share. Subsequent to June 30, 2018, the Company entered into a Convertible Note Payable Agreement with an individual under which the Company borrowed $110,000. Net proceeds received by the Company under the agreement were $100,000. In connection with the agreement, the Company issued the individual 200,000 restricted shares of its common stock and warrants to purchase 440,000 shares of its common stock, which vested upon grant. The warrants expire five years from the date of grant and have an exercise price of $0.18 per share. The note payable accrues interest at eight percent per annum, is unsecured and is convertible at any time after the 90 th

Summary of Significant Accoun16

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
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 % 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 the valuation of accounts receivable and allowance for uncollectible amounts, inventory and obsolescence reserves, accruals for potential liabilities, valuations of stock-based compensation, realization of deferred tax assets, 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 nine months ended June 30, 2018 and 2017, the basic and diluted shares outstanding were the same, as potentially dilutive shares were considered anti-dilutive. At June 30, 2018 and 2017, the dilutive impact of outstanding stock options for 17,890,000 and 6,210,000 shares, respectively, and outstanding warrants for 69,022,753 and 65,012,515 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) Consulting services: Payments received before the relevant criteria for revenue recognition are satisfied are recorded as deferred revenue. Deferred revenue at June 30, 2018 and 2017 was $46,848 and $55,098, 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, estimated forfeitures 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.
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 but does not believe the adoption of this standard will have a material effect on the Company, if any. 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.

Summary of Significant Accoun17

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Schedule of Company's Consolidated Subsidiaries	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 % StealthCo, Inc. (“StealthCo”) The State of Illinois March 18, 2014 100 % Psoria Development Company LLC. (“PDC”) The State of Illinois January 15, 2015 50 %

Discontinued Operations (Tables

Discontinued Operations (Tables)	9 Months Ended
	Jun. 30, 2018
Discontinued Operations and Disposal Groups [Abstract]
Statement of Operations of Discontinued Operations	Components of the statement of operations relating to NPC for the three and nine months ended June 30, 2017, were as follows: Three Months Ended Nine Months Ended June 30, 2017 June 30, 2017 Total Sales $ 9,351 $ 86,753 Operating expenses 62,501 210,826 Loss from discontinued operations $ (53,150 ) $ (124,073 )

Convertible Notes Payable Agr19

Convertible Notes Payable Agreements (Tables)	9 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
Schedule of Convertible Notes Payable	June 30, 2018 September 30, 2017 Convertible note payable (a) $ - $ 165,000 Convertible note payable (b) 165,000 - Debt discount – unamortized balance (74,442 ) (115,116 ) Convertible notes payable, net $ 90,558 $ 49,884 (a) In July 2017, the Company entered into a Convertible Note Payable Agreement with an individual under which the Company borrowed $165,000. Net proceeds received by the Company under the agreement were $150,000. In connection with the agreement, the Company issued the individual 165,000 restricted shares of its common stock and warrants to purchase 330,000 shares of its common stock, which vested upon grant. The warrants expire five years from the date of grant and have an exercise price of $0.50 per share. The note payable accrues interest at eight percent per annum, is unsecured and is convertible at any time after the 90 th On the date of the agreement, the closing price of the common stock was $0.31 per share. As the conversion price embedded in the note agreement was below the trading price of the common stock on the date of issuance, a beneficial conversion feature (BCF) was recognized at the date of issuance. The Company recognized a debt discount at the date of issuance in the aggregate amount of $150,000 related to the relative fair value of the warrants and beneficial conversion features, which comprised $94,704 related to the intrinsic value of beneficial conversion features and $55,296 related to the relative fair value of the warrants. The aggregate fair value of the warrants of $87,582 was based on Black-Scholes Merton option pricing model with a stock price of $0.31, volatility of 139.98% and risk-free rate of 1.28%. The unamortized balance of the debt discount at September 30, 2017 was $115,116. The agreement also included a clause that allowed for the individual to receive additional shares if the price of the stock declined as of February 28, 2018 (the maturity date). The price of the stock on that date was $0.12 per share, causing the Company to issue the individual an additional 186,849 shares of its common stock. The Company recorded a financing cost of $22,422 relating to the issuance of these shares. On March 5, 2018, the Company modified the conversion price on the note payable from $0.25 per share to $0.10 per share. On that date, the reduction in the conversion price allowed for the individual to convert an additional 990,000 shares with a fair value of $0.16 per share. The total amount of expense the Company recognized relating to the modification was $158,400. Also on March 5, 2018, the Company modified the exercise price on the attached warrants from $0.50 per share to $0.20 per share. The total amount of the cost the Company recognized relating to the modification was $5,445. The maturity date of the note was also extended until April 30, 2018. During the nine months ended June 30, 2018, the individual converted $165,000 of the convertible note payable and $9,563 of accrued interest into 1,745,631 shares of the Company’s common stock. During the nine months ended June 30, 2018, the Company amortized the remaining $115,116 of debt discount, leaving no unamortized balance at June 30, 2018. (b) On March 5, 2018, the Company entered into another Convertible Note Payable Agreement with the same individual under which the Company borrowed an additional $165,000. Net proceeds received by the Company under the agreement after payment of a $15,000 fee to the lender was $150,000. In connection with the agreement, the Company issued the individual 300,000 restricted shares of its common stock and warrants to purchase 660,000 shares of its common stock, which vested upon grant. The warrants expire five years from the date of grant and have an exercise price of $0.20 per share. The note payable accrues interest at eight percent per annum, is unsecured and is convertible at any time after the 90 th The Company calculated the related fair value of the warrants issued to the noteholder to be $55,032 using a Black Scholes Merton option pricing model and performing a relative value calculation. The Company then made a calculation to determine if a beneficial conversion feature (BCF) existed. The beneficial conversion was based upon the effective conversion price based on the proceeds received that were allocated to the convertible instrument. Based upon the Company’s calculation, it was determined that a beneficial conversion feature existed amounting to $94,968 and was recorded as a debt discount. As such the Company recognized a debt discount at the date of issuance in the aggregate amount of $165,000 relating to the $15,000 fees paid to the lender, the relative value of the warrants and the BCF. The note discount is being amortized over the term of the note and the unamortized portion is recognized as a reduction to the carrying amount of the Convertible note (a valuation debt discount). During the three and nine months ended June 30, 2018, the Company amortized $69,837 and $90,558, respectively, of debt discount, leaving an unamortized balance of $74,442 at June 30, 2018. In addition, the Company recorded an additional finance cost of $48,000 related to the fair value of the 300,000 shares of common stock granted at the date issuance.

Shareholders' Deficit (Tables)

Shareholders' Deficit (Tables)	9 Months Ended
	Jun. 30, 2018
Equity [Abstract]
Schedule of Assumptions Used for Options Granted	The assumptions used for options granted during the nine months ended June 30, 2018 are as follows: Exercise price $ 0.13 - 0.19 Expected dividends - Expected volatility 123.8% - 130.2% Risk free interest rate 2.01% - 2.43% Expected life of options 2.5
Schedule of Stock Option Activity	The table below summarizes the Company’s stock option activities for the nine months ended June 30, 2018: Number of Option Shares Exercise Price Range Per Share Weighted Average Exercise Price Fair Value at Date of Grant Balance, September 30, 2017 6,822,500 $ 0.10 - 2.00 $ 0.51 $ 1,865,628 Granted 11,067,500 0.12 - 0.19 0.15 1,379,861 Cancelled - - - - Exercised - - - - Expired - - - - Balance, June 30, 2018 17,890,000 $ 0.10 – 2.00 $ 0.29 $ 3,245,489 Vested and exercisable, June 30, 2018 10,654,882 $ 0.10 – 2.00 $ 0.29 $ 2,128,918 Unvested, June 30, 2018 7,235,118 $ 0.14 – 0.19 $ 0.18 $ 1,116,571
Schedule of Outstanding and Exercisable Options by Exercise Price Range	The following table summarizes information concerning outstanding and exercisable options as of June 30, 2018: 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 14,367,500 4.28 $ 0.15 7,132,382 3.72 $ 0.15 0.40 - 0.99 2,122,500 0.80 0.40 2,122,500 0.80 0.40 1.00 - 1.99 750,000 2.50 1.00 750,000 2.50 1.00 2.00 650,000 2.50 2.00 650,000 2.50 2.00 $ 0.01 - 2.00 17,890,000 3.73 $ 0.29 10,654,882 2.93 $ 0.18
Schedule of Warrant Activity	The table below summarizes the Company’s warrants activities for the nine months ended June 30, 2018: Number of Warrant Shares Exercise Price Range Per Share Weighted Average Exercise Price Fair Value at Date of Issuance Balance, September 30, 2017 64,161,304 $0.12 - 1.00 $ 0.24 $ 2,151,219 Granted 12,698,337 0.14 - 0.20 0.17 132,000 Cancelled (1,600,000 ) - - - Exercised (1,407,619 ) 0.12 – 0.15 0.12 - Expired (4,829,270 ) 0.30 – 0.45 0.43 - Balance, June 30, 2018 69,022,753 $0.12 - 1.00 $ 0.21 $ 2,283,219 Vested and exercisable, June 30, 2018 69,022,753 $0.12 - 1.00 $ 0.21 $ 2,283,219 Unvested, June 30, 2018 - $ - $ - $ -
Schedule of Outstanding and Exercisable Warrants by Exercise Price Range	The following table summarizes information concerning outstanding and exercisable warrants as of June 30, 2018: 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 $ 0.12 – 0.20 55,221,778 2.92 $ 0.15 55,221,778 2.92 $ 0.15 0.21 – 0.49 9,341,237 1.97 0.33 9,341,237 1.97 0.33 0.50 – 1.00 4,459,738 0.21 0.75 4,459,738 0.21 0.75 $ 0.12 – 1.00 69,022,753 2.60 $ 0.21 69,022,753 2.60 $ 0.21

Segment Reporting (Tables)

Segment Reporting (Tables)	9 Months Ended
	Jun. 30, 2018
Segment Reporting [Abstract]
Schedule of Assets of Reportable Segments	The detailed segment information of the Company is as follows: Wellness Center USA, Inc. Assets By Segments June 30, 2018 Corporate Medical Devices Authentication and Encryption Total ASSETS Current Assets Cash $ 2,152 $ 7,429 $ 7,621 $ 17,202 Inventories - - 12,014 12,014 Prepaid expenses and other current assets - - 3,862 3,862 Total current assets 2,152 7,429 23,497 33,078 Property and equipment, net - - 2,883 2,883 Other assets 15,000 1,760 - 16,760 Total other assets 15,000 1,760 2,883 19,643 TOTAL ASSETS $ 17,152 $ 9,189 $ 26,380 $ 52,721
Schedule of Operations of Reportable Segments	Wellness Center USA, Inc. Operations by Segments For the Nine Months Ended June 30, 2018 Corporate Medical Devices Authentication and Encryption Total Sales: Trade $ - 45,000 $ 51,500 $ 96,500 Consulting services - - 42,750 42,750 Total Sales - 45,000 94,250 139,250 Cost of goods sold - - 51,625 51,625 Gross profit - 45,000 42,625 87,625 Operating expenses 940,169 176,859 615,820 1,732,848 Loss from operations $ (940,169 ) $ (131,859 ) $ (573,195 ) $ (1,645,223 ) Wellness Center USA, Inc. Operations by Segments For the Nine Months Ended June 30, 2017 Corporate Medical Devices Authentication and Encryption Total Sales: Trade $ - $ 196,000 $ 18,100 $ 214,100 Consulting services - - 42,375 42,375 Total Sales - 196,000 60,475 256,475 Cost of goods sold - 75,117 54,634 129,751 Gross profit - 120,883 5,841 126,724 Operating expenses 816,849 297,087 500,261 1,614,197 Loss from operations $ (816,849 ) $ (176,204 ) $ (494,420 ) $ (1,487,473 )

Organization and Basis of Pre22

Organization and Basis of Presentation (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Sep. 30, 2017	Aug. 11, 2017	Sep. 30, 2016
Entity incorporation, state country name			Nevada
Net loss from continuing operations	$ 1,580,437	$ 637,879	$ 2,826,017	$ 1,322,769
Net cash used in operating activities from continuing operations			790,081	1,471,447
Shareholders' deficit	611,263		611,263		$ 290,449
Cash on hand	$ 17,202	$ 29,873	17,202	29,873	$ 29,369		$ 81,749
Proceeds from debt financing and exercise of stock warrants			$ 777,914	$ 1,429,709
NPC Inc. [Member]
Ownership interest, percentage						100.00%

Summary of Significant Accoun23

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Sep. 30, 2017
Deferred revenue	$ 46,848	$ 55,098	$ 55,098
Stock Options [Member]
Antidilutive securities excluded from computation of earnings per share	17,890,000	6,210,000
Warrants [Member]
Antidilutive securities excluded from computation of earnings per share	69,022,753	65,012,515

Summary of Significant Accoun24

Summary of Significant Accounting Policies - Schedule of Company's Consolidated Subsidiaries (Details)	9 Months Ended
	Jun. 30, 2018
State or other jurisdiction of incorporation or organization	Nevada
Psoria-Shield Inc. [Member]
Name of consolidated subsidiary or entity	Psoria-Shield Inc. (“PSI”)
State or other jurisdiction of incorporation or organization	The State of Florida
Date of incorporation or formation	Jun. 17, 2009
Date of acquisition/disposition	Aug. 24, 2012
Attributable interest	100.00%
StealthCo, Inc. [Member]
Name of consolidated subsidiary or entity	StealthCo, Inc. (“StealthCo”)
State or other jurisdiction of incorporation or organization	The State of Illinois
Date of incorporation or formation	Mar. 18, 2014
Attributable interest	100.00%
Psoria Development Company LLC. [Member]
Name of consolidated subsidiary or entity	Psoria Development Company LLC. (“PDC”)
State or other jurisdiction of incorporation or organization	The State of Illinois
Date of incorporation or formation	Jan. 15, 2015
Attributable interest	50.00%

Discontinued Operations (Detail

Discontinued Operations (Details Narrative) - NPC Inc. [Member] - USD ($)	12 Months Ended
	Sep. 30, 2017	Aug. 11, 2017
Ownership interest, percentage		100.00%
Dr. Jay Joshi [Member]
Ownership interest, percentage		100.00%
Accrued compensation		$ 365,459
Number of stock options issued to purchase common stock		500,000
Common stock exercise price		$ 0.25
Gain relating to transaction	$ 252,508

Discontinued Operations - State

Discontinued Operations - Statement of Operations of Discontinued Operations (Details) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Discontinued Operations and Disposal Groups [Abstract]
Total Sales		$ 9,351		$ 86,753
Operating expenses		62,501		210,826
Loss from discontinued operations		$ (53,150)		$ (124,073)

Loans Payable from Officers a27

Loans Payable from Officers and Shareholders (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended		12 Months Ended
	Jun. 30, 2018	Jun. 30, 2018	Jun. 30, 2017	Sep. 30, 2017	Sep. 30, 2014
Loans payable from officers and shareholders	$ 59,000	$ 59,000		$ 59,000
Proceeds from short term debt		427,500	$ 30,000
Repayments of short term debt		20,500
Debt instrument conversion value		$ 407,000
Debt instrument conversion shares		3,019,165
Number of warrants issued to purchase shares	1,407,619	1,407,619
Warrant expire term		5 years
Fair value of warrants		$ 689,934
Stock prices per share	$ 0.13	$ 0.14
Volatility rate	124.60%	124.73%
Risk-free rates	2.37%	2.43%
Fair value of additional shares issued upon conversion of loans payable from officers and shareholders		$ 30,583
Warrant One [Member]
Warrant exercise price	$ 0.14	$ 0.14
Warrant Two [Member]
Warrant exercise price	$ 0.18	$ 0.18
Holder [Member]
Number of warrants issued to purchase shares	6,038,336	6,038,336
Loan Holders [Member]
Common stock issued during period, shares		218,452
Fair value of additional shares issued upon conversion of loans payable from officers and shareholders		$ 30,583
Two Short-term Unsecured Loans [Member]
Loans payable from officers and shareholders				$ 50,000
Debt instrument, interest rate, stated percentage				8.00%
Debt instrument, payment terms				due one year from the date of issuance.
21 Short-Term Unsecured Loans [Member]
Debt instrument, payment terms		due one year from the date of issuance.
Proceeds from short term debt		$ 427,500
Nine Short-Term Unsecured Loans [Member]
Debt instrument, interest rate, stated percentage	8.00%	8.00%
Two Unsecured Note Agreements [Member]
Loans payable from officers and shareholders					$ 9,000
Debt instrument, interest rate, stated percentage					0.00%
Debt instrument, payment terms					due on demand

Convertible Notes Payable Agr28

Convertible Notes Payable Agreements - Schedule of Convertible Notes Payable (Details) - USD ($)		Jun. 30, 2018	Sep. 30, 2017
Debt discount - unamortized balance		$ (74,442)	$ (115,116)
Convertible note payable, net		90,558	49,884
Convertible Note Payable One [Member]
Convertible note payable	[1]		165,000
Convertible Note Payable Two [Member]
Convertible note payable	[2]	$ 165,000
[1]	In July 2017, the Company entered into a Convertible Note Payable Agreement with an individual under which the Company borrowed $165,000. Net proceeds received by the Company under the agreement were $150,000. In connection with the agreement, the Company issued the individual 165,000 restricted shares of its common stock and warrants to purchase 330,000 shares of its common stock, which vested upon grant. The warrants expire five years from the date of grant and have an exercise price of $0.50 per share. The note payable accrues interest at eight percent per annum, is unsecured and is convertible at any time after the 90th day from the issue date into the Company's common stock at the fixed conversion price of $0.25 per share. The note matures in February 2018, but may be extended at the option of the individual. The Company may prepay the note at any time immediately following the issue date upon seven days' prior written notice. On the date of the agreement, the closing price of the common stock was $0.31 per share. As the conversion price embedded in the note agreement was below the trading price of the common stock on the date of issuance, a beneficial conversion feature (BCF) was recognized at the date of issuance. The Company recognized a debt discount at the date of issuance in the aggregate amount of $150,000 related to the relative fair value of the warrants and beneficial conversion features, which comprised $94,704 related to the intrinsic value of beneficial conversion features and $55,296 related to the relative fair value of the warrants. The aggregate fair value of the warrants of $87,582 was based on Black-Scholes Merton option pricing model with a stock price of $0.31, volatility of 139.98% and risk-free rate of 1.28%. The unamortized balance of the debt discount at September 30, 2017 was $115,116. During the nine months ended June 30, 2018, the Company amortized the remaining $115,116 of debt discount, leaving no unamortized balance at June 30, 2018. The agreement also included a clause that allowed for the individual to receive additional shares if the price of the stock declined as of February 28, 2018 (the maturity date). The price of the stock on that date was $0.12 per share, causing the Company to issue the individual an additional 186,849 shares of its common stock. The Company recorded a financing cost of $22,422 relating to the issuance of these shares. On March 5, 2018, the Company modified the conversion price on the note payable from $0.25 per share to $0.10 per share. On that date, the reduction in the conversion price allowed for the individual to convert an additional 990,000 shares with a fair value of $0.16 per share. The total amount of expense the Company recognized relating to the modification was $158,400. Also on March 5, 2018, the Company modified the exercise price on the attached warrants from $0.50 per share to $0.20 per share. The total amount of the cost the Company recognized relating to the modification was $5,445. The maturity date of the note was also extended until April 30, 2018. During the nine months ended June 30, 2018, the individual converted $165,000 of the convertible note payable and $9,563 of accrued interest into 1,745,631 shares of the Company's common stock.
[2]	On March 5, 2018, the Company entered into another Convertible Note Payable Agreement with the same individual under which the Company borrowed an additional $165,000. Net proceeds received by the Company under the agreement after payment of a $15,000 fee to the lender was $150,000. In connection with the agreement, the Company issued the individual 300,000 restricted shares of its common stock and warrants to purchase 660,000 shares of its common stock, which vested upon grant. The warrants expire five years from the date of grant and have an exercise price of $0.20 per share. The note payable accrues interest at eight percent per annum, is unsecured and is convertible at any time after the 90th day from the issue date into the Company's common stock at the fixed conversion price of $0.10 per share. The note matures in October 2018, but may be extended at the option of the individual. The Company may prepay the note at any time immediately following the issue date upon seven days' prior written notice. The Company calculated the related fair value of the warrants issued to the noteholder to be $55,032 using a Black Scholes Merton option pricing model and performing a relative value calculation. The Company then made a calculation to determine if a beneficial conversion feature (BCF) existed. The beneficial conversion was based upon the effective conversion price based on the proceeds received that were allocated to the convertible instrument. Based upon the Company's calculation, it was determined that a beneficial conversion feature existed amounting to $94,968 and was recorded as a debt discount. As such the Company recognized a debt discount at the date of issuance in the aggregate amount of $165,000 relating to the $15,000 fees paid to the lender, the relative value of the warrants and the BCF. The note discount is being amortized over the term of the note and the unamortized portion is recognized as a reduction to the carrying amount of the Convertible note (a valuation debt discount). During the three and nine months ended June 30, 2018, the Company amortized $69,837 and $90,558, respectively, of debt discount, leaving an unamortized balance of $74,442 at June 30, 2018. In addition, the Company recorded an additional finance cost of $48,000 related to the fair value of the 330,000 shares of common stock granted at the date issuance.

Convertible Notes Payable Agr29

Convertible Notes Payable Agreements - Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($)	Mar. 05, 2018	Feb. 28, 2018	Jul. 31, 2017	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Sep. 30, 2017
Proceeds from convertible notes payable						$ 150,000
Number of warrants issued to purchase shares				1,407,619		1,407,619
Debt instrument, unamortized discount				$ 74,442		$ 74,442		$ 115,116
Fair value of warrants						$ 689,934
Volatility rate				124.60%		124.73%
Risk-free rate				2.37%		2.43%
Loss on modification of conversion price on convertible note payable						$ 158,400
Loss on modification of exercise price on warrants in connection with convertible note payable						5,445
Conversion of debt into common stock						$ 407,000
Conversion of debt into common stock, shares						3,019,165
Warrant [Member]
Number of warrants issued to purchase shares				400,000		400,000
Warrant exercise price				$ 0.18		$ 0.18
Convertible Note Payable Agreement One [Member]
Debt instrument, unamortized discount								$ 115,116
Fair value of warrants						$ 87,582
Volatility rate						139.98%
Risk-free rate						1.28%
Conversion of debt into common stock						$ 165,000
Accrued interest						$ 9,563
Conversion of debt into common stock, shares						1,745,631
Amortization of debt discount						$ 115,116
Convertible Note Payable Agreement One [Member] | Warrant [Member]
Stock price				$ 0.31		$ 0.31
Convertible Note Payable Agreement One [Member] | Individual [Member]
Debt instrument, face amount			$ 165,000
Proceeds from convertible notes payable			$ 150,000
Number of restricted shares issued			165,000
Number of warrants issued to purchase shares			330,000
Warrant term			5 years
Warrant exercise price			$ 0.50
Debt instrument interest rate			8.00%
Debt instrument, collateral			unsecured
Debt instrument, convertible, terms of conversion feature			Convertible at any time after the 90th day from the issue date into the Company's common stock at the fixed conversion price of $0.25 per share
Debt instrument conversion price			$ 0.25
Debt instrument maturity date description			February 2,018
Closing price of the common stock			$ 0.31
Debt instrument, unamortized discount			$ 150,000
Intrinsic value of beneficial conversion features			94,704
Fair value of warrants			$ 55,296
Stock price		$ 0.12
Common stock issued, shares		186,849
Stock issuance cost		$ 22,422
Conversion of stock, shares converted	990,000
Stock conversion price	$ 0.16
Loss on modification of conversion price on convertible note payable	$ 158,400
Debt maturity date	Apr. 30, 2018
Convertible Note Payable Agreement One [Member] | Individual [Member] | Maximum [Member]
Debt instrument conversion price	$ 0.25
Convertible Note Payable Agreement One [Member] | Individual [Member] | Minimum [Member]
Debt instrument conversion price	$ 0.10
Convertible Note Payable Agreement One [Member] | Individual [Member] | Warrant [Member]
Loss on modification of exercise price on warrants in connection with convertible note payable	$ 5,445
Convertible Note Payable Agreement One [Member] | Individual [Member] | Warrant [Member] | Maximum [Member]
Debt instrument conversion price	$ 0.50
Convertible Note Payable Agreement One [Member] | Individual [Member] | Warrant [Member] | Minimum [Member]
Debt instrument conversion price	$ 0.20
Convertible Note Payable Agreement Two [Member] | Individual [Member]
Debt instrument, face amount	$ 165,000
Proceeds from convertible notes payable	$ 150,000
Number of restricted shares issued	300,000
Number of warrants issued to purchase shares	660,000
Warrant term	5 years
Warrant exercise price	$ 0.20
Debt instrument interest rate	8.00%
Debt instrument, collateral	unsecured
Debt instrument, convertible, terms of conversion feature	convertible at any time after the 90th day from the issue date into the Company’s common stock at the fixed conversion price of $0.10 per share.
Debt instrument conversion price	$ 0.10
Debt instrument maturity date description	October 2,018
Debt instrument, unamortized discount	$ 94,968			$ 74,442		$ 74,442
Fair value of warrants	55,032
Common stock issued, shares						300,000
Stock issuance cost						$ 48,000
Amortization of debt discount				$ 69,837		$ 90,558
Lender fee	$ 15,000

Shareholders' Equity (Details N

Shareholders' Equity (Details Narrative)	May 15, 2018$ / sharesshares	Apr. 30, 2018USD ($)$ / sharesshares	Jan. 02, 2018$ / sharesshares	Jan. 01, 2018USD ($)$ / sharesshares	Jun. 30, 2018USD ($)$ / sharesshares	Jun. 30, 2018USD ($)$ / sharesshares	Jun. 30, 2017USD ($)$ / sharesshares	Sep. 30, 2017shares
Common stock issued for cash | $						$ 50,000
Number of warrants issued to purchase common shares					1,407,619	1,407,619
Number of stock issued for service, amount | $						$ 111,300
Incremental difference for warrant shares						46,000
Fair value of warrants | $						$ 689,934
Common stock, shares authorized					185,000,000	185,000,000		185,000,000
Number options to purchase of common stock		8,480,000		675,000		11,067,500
Fair value of stock options | $		$ 1,000,640
Options exercisable term		5 years				2 years 11 months 4 days
Stock option exercise price per share | $ / shares		$ 0.14	$ 0.13
Number of vested shares					66,667
Options Vesting description		All of the shares will vest ratably on a monthly basis over 36 months		A combined total of 675,000 shares vested in equal amounts over a three-month period, starting on January 1, 2018, with the remainder vesting in equal amounts over the following one year and two months
Stock based compensation | $					$ 27,940	$ 55,341
Warrants to purchase shares of common stock, value | $					170,914	170,914
Aggregate intrinsic value for warrant shares outstanding | $
Stock Option [Member]
Unvested compensation | $					893,315	893,315
Aggregate intrinsic value for option shares outstanding | $					$ 3,875	$ 3,875
Shares of stock options remaining available for issuance					12,110,000	12,110,000
Officer and Corporate Employee [Member]
Number options to purchase of common stock		1,230,000
Fair value of stock options | $		$ 145,140
Options exercisable term		5 years
Stock option exercise price per share | $ / shares		$ 0.14
Options Vesting description		All of the shares vested immediately
Stock based compensation | $					$ 274,324	$ 274,324
Unvested compensation | $					$ 730,125	$ 730,125
Corporate Employee [Member]
Number options to purchase of common stock						37,500
Fair value of stock options | $						$ 3,809
Options exercisable term						5 years
Stock option exercise price per share | $ / shares					$ 0.14	$ 0.14
Options Vesting description						All of the shares vested immediately
Employees [Member]
Number options to purchase of common stock					525,000
Employees One [Member]
Stock option exercise price per share | $ / shares					$ 0.12	$ 0.12
Employees Two [Member]
Stock option exercise price per share | $ / shares					$ 0.13	$ 0.13
Maximum [Member]
Number options to purchase of common stock			275,000
2010 Non-Qualified Stock Option Plan [Member]
Common stock, shares authorized					7,500,000	7,500,000
2010 Non-Qualified Stock Option Plan [Member] | Minimum [Member]
Common stock, shares authorized					7,500,000	7,500,000
2010 Non-Qualified Stock Option Plan [Member] | Maximum [Member]
Common stock, shares authorized					30,000,000	30,000,000
Subscription Agreement [Member]
Sales of price per shares | $ / shares							$ 0.25
Percentage for stock and warrant market price							0.40
Employment Agreement with Three Employees [Member]
Number options to purchase of common stock				1,775,000		250,000
Fair value of stock options | $				$ 290,568		$ 29,600
Options exercisable term				5 years
Stock option exercise price per share | $ / shares				$ 0.19	$ 0.14	$ 0.14
Number of vested shares						100,000
Options Vesting description						A total of 100,000 shares vest in equal amounts over a three-month period, starting on May 1, 2018, with the remainder vesting in equal amounts over the following one year and two months.
Stock based compensation | $					$ 156,977	$ 46,480
Unvested compensation | $					$ 163,190	163,190
Common Stock [Member]
Common stock issued for cash | $						$ 333
Common stock issued for cash, shares						333,333
Number of warrants issued to purchase common shares					666,667	666,667
Warrant expiration period						5 years
Warrant exercise price | $ / shares					$ 0.18	$ 0.18
Number of stock issued for service						770,000
Number of stock issued for service, amount | $						$ 770
Common Stock [Member] | Equity Agreement [Member]
Number of common stock for sale						333,333	1,600,000
Purchase consideration for sales | $							$ 400,000
Sales of price per shares | $ / shares					$ 0.15	$ 0.15	$ 0.25
Common Stock [Member] | Subscription Agreement [Member]
Number of common stock for sale	1,066,667
Warrant [Member]
Number of warrants issued to purchase common shares					400,000	400,000
Warrant exercise price | $ / shares					$ 0.18	$ 0.18
Warrant [Member] | Equity Agreement [Member]
Number of warrants issued to purchase common shares					666,667	666,667	1,600,000
Warrant exercise price | $ / shares					$ 0.18	$ 0.18	$ 0.40
Incremental difference for warrant shares						433,000
Fair value of canceled warrants | $						$ 185,000
Fair value of warrants | $						$ 618,000
Warrant [Member] | Subscription Agreement [Member]
Number of warrants issued to purchase common shares	5,334,334
Warrant exercise price | $ / shares	$ 0.18
Warrant [Member] | Subscription Agreement [Member] | Previously [Member]
Number of warrants issued to purchase common shares	1,600,000
Stock Warrants [Member]
Number of warrants issued to purchase common shares					12,698,337	12,698,337
Warrant expiration period						5 years
Stock Warrants [Member] | Minimum [Member]
Warrant exercise price | $ / shares					$ 0.14	$ 0.14
Stock Warrants [Member] | Maximum [Member]
Warrant exercise price | $ / shares					$ 0.20	$ 0.20

Shareholders' Equity - Schedule

Shareholders' Equity - Schedule of Assumptions Used for Options Granted (Details)	9 Months Ended
	Jun. 30, 2018$ / shares
Expected dividends	0.00%
Expected volatility, minimum	123.80%
Expected volatility, maximum	130.20%
Risk free interest rate, minimum	2.01%
Risk free interest rate, maximum	2.43%
Expected life of options	2 years 6 months
Minimum [Member]
Exercise price	$ 0.13
Maximum [Member]
Exercise price	$ 0.19

Shareholders' Equity - Schedu32

Shareholders' Equity - Schedule of Stock Option Activity (Details) - USD ($)	Apr. 30, 2018	Jan. 02, 2018	Jan. 01, 2018	Jun. 30, 2018
Number of Option Shares Outstanding, Number, Beginning Balance				6,822,500
Number of Option Shares Outstanding, Granted	8,480,000		675,000	11,067,500
Number of Option Shares Outstanding, Cancelled
Number of Option Shares Outstanding, Exercised
Number of Option Shares Outstanding, Expired
Number of Option Shares Outstanding, Number, Ending Balance				17,890,000
Number of Option Shares Outstanding, Vested and exercisable, Ending Balance				10,654,882
Number of Option Shares Outstanding, Unvested, Ending Balance				7,235,118
Weighted Average Exercise Price, Number, Beginning Balance				$ 0.51
Weighted Average Exercise Price, Granted				0.15
Weighted Average Exercise Price, Cancelled
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Expired
Weighted Average Exercise Price, Number, Ending Balance				0.29
Weighted Average Exercise Price, Vested and exercisable, Ending Balance				0.29
Weighted Average Exercise Price, Unvested, Ending Balance				$ 0.18
Fair Value at Date of Grant, Number, Beginning Balance				$ 1,865,628
Fair Value at Date of Grant, Granted				1,379,861
Fair Value at Date of Grant, Cancelled
Fair Value at Date of Grant, Exercised
Fair Value at Date of Grant, Expired
Fair Value at Date of Grant, Number, Ending Balance				3,245,489
Fair Value at Date of Grant, Vested and exercisable, Ending Balance				2,128,918
Fair Value at Date of Grant, Unvested, Ending Balance				$ 1,116,571
Minimum [Member]
Weighted Average Exercise Price, Number, Beginning Balance				$ 0.10
Weighted Average Exercise Price, Granted				0.12
Weighted Average Exercise Price, Number, Ending Balance				0.10
Weighted Average Exercise Price, Vested and exercisable, Ending Balance				0.10
Weighted Average Exercise Price, Unvested, Ending Balance				0.14
Maximum [Member]
Number of Option Shares Outstanding, Granted		275,000
Weighted Average Exercise Price, Number, Beginning Balance				2
Weighted Average Exercise Price, Granted				0.19
Weighted Average Exercise Price, Number, Ending Balance				2
Weighted Average Exercise Price, Vested and exercisable, Ending Balance				2
Weighted Average Exercise Price, Unvested, Ending Balance				$ 0.19

Shareholders' Equity - Schedu33

Shareholders' Equity - Schedule of Outstanding and Exercisable Options by Exercise Price Range (Details) - $ / shares	Apr. 30, 2018	Jun. 30, 2018	Sep. 30, 2017
Range of Exercise Prices, Lower Limit		$ 0.01
Range of Exercise Prices, Upper Limit		$ 2
Number of Options, Outstanding, Number		17,890,000	6,822,500
Number of Options, Outstanding, Weighted Average Remaining Contractual Term		3 years 8 months 23 days
Number of Options, Outstanding, Weighted Average Exercise Price		$ 0.29	$ 0.51
Number of Options, Exercisable, Number		10,654,882
Number of Options, Exercisable, Weighted Average Remaining Contractual Term	5 years	2 years 11 months 4 days
Number of Options, Exercisable, Weighted Average Exercise Price		$ 0.18
Exercise Price Range One [Member]
Range of Exercise Prices, Lower Limit		0.10
Range of Exercise Prices, Upper Limit		$ 0.39
Number of Options, Outstanding, Number		14,367,500
Number of Options, Outstanding, Weighted Average Remaining Contractual Term		4 years 3 months 11 days
Number of Options, Outstanding, Weighted Average Exercise Price		$ 0.15
Number of Options, Exercisable, Number		7,132,382
Number of Options, Exercisable, Weighted Average Remaining Contractual Term		3 years 8 months 19 days
Number of Options, Exercisable, Weighted Average Exercise Price		$ 0.15
Exercise Price Range Two [Member]
Range of Exercise Prices, Lower Limit		0.40
Range of Exercise Prices, Upper Limit		$ 0.99
Number of Options, Outstanding, Number		2,122,500
Number of Options, Outstanding, Weighted Average Remaining Contractual Term		9 months 18 days
Number of Options, Outstanding, Weighted Average Exercise Price		$ 0.40
Number of Options, Exercisable, Number		2,122,500
Number of Options, Exercisable, Weighted Average Remaining Contractual Term		9 months 18 days
Number of Options, Exercisable, Weighted Average Exercise Price		$ 0.40
Exercise Price Range Three [Member]
Range of Exercise Prices, Lower Limit		1
Range of Exercise Prices, Upper Limit		$ 1.99
Number of Options, Outstanding, Number		750,000
Number of Options, Outstanding, Weighted Average Remaining Contractual Term		2 years 6 months
Number of Options, Outstanding, Weighted Average Exercise Price		$ 1
Number of Options, Exercisable, Number		750,000
Number of Options, Exercisable, Weighted Average Remaining Contractual Term		2 years 6 months
Number of Options, Exercisable, Weighted Average Exercise Price		$ 1
Exercise Price Range Four [Member]
Range of Exercise Prices, Upper Limit		$ 2
Number of Options, Outstanding, Number		650,000
Number of Options, Outstanding, Weighted Average Remaining Contractual Term		2 years 6 months
Number of Options, Outstanding, Weighted Average Exercise Price		$ 2
Number of Options, Exercisable, Number		650,000
Number of Options, Exercisable, Weighted Average Remaining Contractual Term		2 years 6 months
Number of Options, Exercisable, Weighted Average Exercise Price		$ 2

Shareholders' Equity - Schedu34

Shareholders' Equity - Schedule of Warrant Activity (Details) - Warrant [Member]	9 Months Ended
	Jun. 30, 2018USD ($)$ / sharesshares
Number of Warrant Shares Outstanding, Number, Beginning Balance | shares	64,161,304
Number of Warrant Shares Outstanding, Granted | shares	12,698,337
Number of Warrant Shares Outstanding, Cancelled | shares	(1,600,000)
Number of Warrant Shares Outstanding, Exercised | shares	(1,407,619)
Number of Warrant Shares Outstanding, Expired | shares	(4,829,270)
Number of Warrant Shares Outstanding, Number, Ending Balance | shares	69,022,753
Number of Warrant Shares Outstanding, Vested and exercisable, Ending Balance | shares	69,022,753
Number of Warrant Shares Outstanding, Unvested, Ending Balance | shares
Weighted Average Exercise Price, Number, Beginning Balance	$ 0.24
Weighted Average Exercise Price, Granted	0.17
Weighted Average Exercise Price, Cancelled
Weighted Average Exercise Price, Exercised	0.12
Weighted Average Exercise Price, Expired	0.43
Weighted Average Exercise Price, Number, Ending Balance	0.21
Weighted Average Exercise Price, Vested and exercisable, Ending Balance	0.21
Weighted Average Exercise Price, Unvested, Ending Balance
Fair Value at Date of Issuance, Number, Beginning Balance | $	$ 2,151,219
Fair Value at Date of Issuance, Granted | $	132,000
Fair Value at Date of Issuance, Cancelled | $
Fair Value at Date of Issuance, Exercised | $
Fair Value at Date of Issuance, Expired | $
Fair Value at Date of Issuance, Number, Ending Balance | $	2,283,219
Fair Value at Date of Issuance, Vested and exercisable, Ending Balance | $	2,283,219
Fair Value at Date of Issuance, Unvested, Ending Balance | $
Minimum [Member]
Weighted Average Exercise Price, Number, Beginning Balance	$ 0.12
Weighted Average Exercise Price, Granted	0.14
Weighted Average Exercise Price, Cancelled
Weighted Average Exercise Price, Exercised	0.12
Weighted Average Exercise Price, Expired	0.30
Weighted Average Exercise Price, Number, Ending Balance	0.12
Weighted Average Exercise Price, Vested and exercisable, Ending Balance	0.12
Maximum [Member]
Weighted Average Exercise Price, Number, Beginning Balance	1
Weighted Average Exercise Price, Granted	0.20
Weighted Average Exercise Price, Cancelled
Weighted Average Exercise Price, Exercised	0.15
Weighted Average Exercise Price, Expired	0.45
Weighted Average Exercise Price, Number, Ending Balance	1
Weighted Average Exercise Price, Vested and exercisable, Ending Balance	$ 1

Shareholders' Equity - Schedu35

Shareholders' Equity - Schedule of Outstanding and Exercisable Warrants by Exercise Price Range (Details) - $ / shares	9 Months Ended
	Jun. 30, 2018	Sep. 30, 2017
Range of Exercise Prices, Lower Limit	$ 0.01
Range of Exercise Prices, Upper Limit	2
Exercise Price Range One [Member]
Range of Exercise Prices, Lower Limit	0.10
Range of Exercise Prices, Upper Limit	0.39
Exercise Price Range Two [Member]
Range of Exercise Prices, Lower Limit	0.40
Range of Exercise Prices, Upper Limit	0.99
Exercise Price Range Three [Member]
Range of Exercise Prices, Lower Limit	1
Range of Exercise Prices, Upper Limit	1.99
Warrant [Member]
Range of Exercise Prices, Lower Limit	0.12
Range of Exercise Prices, Upper Limit	$ 1
Number of Warrants, Outstanding, Number	69,022,753	64,161,304
Number of Warrants, Outstanding, Weighted Average Remaining Contractual Term	2 years 7 months 6 days
Number of Warrants, Outstanding, Weighted Average Exercise Price	$ 0.21	$ 0.24
Number of Warrants, Exercisable, Number	69,022,753
Number of Warrants, Exercisable, Weighted Average Remaining Contractual Term	2 years 7 months 6 days
Number of Warrants, Exercisable, Weighted Average Exercise Price	$ 0.21
Warrant [Member] | Exercise Price Range One [Member]
Range of Exercise Prices, Lower Limit	0.12
Range of Exercise Prices, Upper Limit	$ 0.20
Number of Warrants, Outstanding, Number	55,221,778
Number of Warrants, Outstanding, Weighted Average Remaining Contractual Term	2 years 11 months 1 day
Number of Warrants, Outstanding, Weighted Average Exercise Price	$ 0.15
Number of Warrants, Exercisable, Number	55,221,778
Number of Warrants, Exercisable, Weighted Average Remaining Contractual Term	2 years 11 months 1 day
Number of Warrants, Exercisable, Weighted Average Exercise Price	$ 0.15
Warrant [Member] | Exercise Price Range Two [Member]
Range of Exercise Prices, Lower Limit	0.21
Range of Exercise Prices, Upper Limit	$ 0.49
Number of Warrants, Outstanding, Number	9,341,237
Number of Warrants, Outstanding, Weighted Average Remaining Contractual Term	1 year 11 months 19 days
Number of Warrants, Outstanding, Weighted Average Exercise Price	$ 0.33
Number of Warrants, Exercisable, Number	9,341,237
Number of Warrants, Exercisable, Weighted Average Remaining Contractual Term	1 year 11 months 19 days
Number of Warrants, Exercisable, Weighted Average Exercise Price	$ 0.33
Warrant [Member] | Exercise Price Range Three [Member]
Range of Exercise Prices, Lower Limit	0.50
Range of Exercise Prices, Upper Limit	$ 1
Number of Warrants, Outstanding, Number	4,459,738
Number of Warrants, Outstanding, Weighted Average Remaining Contractual Term	2 months 16 days
Number of Warrants, Outstanding, Weighted Average Exercise Price	$ 0.75
Number of Warrants, Exercisable, Number	4,459,738
Number of Warrants, Exercisable, Weighted Average Remaining Contractual Term	2 months 16 days
Number of Warrants, Exercisable, Weighted Average Exercise Price	$ 0.75

Segment Reporting - Schedule of

Segment Reporting - Schedule of Assets of Reportable Segments (Details) - USD ($)	Jun. 30, 2018	Sep. 30, 2017	Jun. 30, 2017	Sep. 30, 2016
Cash	$ 17,202	$ 29,369	$ 29,873	$ 81,749
Inventories	12,014	12,335
Prepaid expenses and other current assets	3,862	1,751
Total current assets	33,078	68,454
Property and equipment, net	2,883	5,126
Other assets	16,760	16,760
Total other assets	19,643	21,886
TOTAL ASSETS	52,721	$ 90,340
Corporate [Member]
Cash	2,152
Inventories
Prepaid expenses and other current assets
Total current assets	2,152
Property and equipment, net
Other assets	15,000
Total other assets	15,000
TOTAL ASSETS	17,152
Medical Devices [Member]
Cash	7,429
Inventories
Prepaid expenses and other current assets
Total current assets	7,429
Property and equipment, net
Other assets	1,760
Total other assets	1,760
TOTAL ASSETS	9,189
Authentication and Encryption [Member]
Cash	7,621
Inventories	12,014
Prepaid expenses and other current assets	3,862
Total current assets	23,497
Property and equipment, net	2,883
Other assets
Total other assets	2,883
TOTAL ASSETS	$ 26,380

Segment Reporting - Schedule 37

Segment Reporting - Schedule of Operations of Reportable Segments (Details) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Total Sales	$ 71,500	$ 19,125	$ 139,250	$ 256,475
Cost of goods sold	16,967	15,844	51,625	129,751
Gross profit	54,533	3,281	87,625	126,724
Operating expenses	837,368	588,010	1,732,848	1,614,197
Loss from operations	(782,835)	(584,729)	(1,645,223)	(1,487,473)
Trade [Member]
Total Sales	60,500	5,000	96,500	214,100
Consulting Services [Member]
Total Sales	$ 11,000	$ 14,125	42,750	42,375
Corporate [Member]
Total Sales
Cost of goods sold
Gross profit
Operating expenses			940,169	816,849
Loss from operations			(940,169)	(816,849)
Corporate [Member] | Trade [Member]
Total Sales
Corporate [Member] | Consulting Services [Member]
Total Sales
Medical Devices [Member]
Total Sales			45,000	196,000
Cost of goods sold				75,117
Gross profit			45,000	120,883
Operating expenses			176,859	297,087
Loss from operations			(131,859)	(176,204)
Medical Devices [Member] | Trade [Member]
Total Sales			45,000	196,000
Medical Devices [Member] | Consulting Services [Member]
Total Sales
Authentication and Encryption [Member]
Total Sales			94,250	60,475
Cost of goods sold			51,625	54,634
Gross profit			42,625	5,841
Operating expenses			615,820	500,261
Loss from operations			(573,195)	(494,420)
Authentication and Encryption [Member] | Trade [Member]
Total Sales			51,500	18,100
Authentication and Encryption [Member] | Consulting Services [Member]
Total Sales			$ 42,750	$ 42,375

Legal Matters (Details Narrativ

Legal Matters (Details Narrative)	9 Months Ended
	Jun. 30, 2018USD ($)
CEO [Member]
Total payments to employee	$ 450,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Number of warrants issued to purchase shares	1,407,619
Proceeds from debt	$ 150,000
Warrant [Member]
Number of warrants issued to purchase shares	400,000
Warrant term	5 years
Warrant exercise price	$ 0.18
Officers [Member]
Value of shares sold	$ 30,000
Number of shares sold	200,000
Individual [Member]
Value of shares sold	$ 30,000
Number of shares sold	200,000
Individual [Member] | Convertible Note Payable Agreement [Member]
Number of warrants issued to purchase shares	440,000
Warrant term	5 years
Warrant exercise price	$ 0.18
Principal amount	$ 110,000
Proceeds from debt	$ 100,000
Interest rate	8.00%
Conversion price per share	$ 0.15
Maturity date	Feb. 28, 2019
Sale of stock price per share	$ 0.18
Individual [Member] | Convertible Note Payable Agreement [Member] | Restricted Stock [Member]
Issuance of restricted shares issued	200,000