10-K/A

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to FORM 10-K (10-K/A1)

(Mark One)

  X . ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2012

 . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

WELLNESS CENTER USA, INC.

(Name of small business issuer in its charter)

NEVADA	333-173216	27-2980395
(State or other jurisdiction of incorporation or organization)	Commission File Number	(IRS Employee Identification No.)

1014 E Algonquin Rd, Ste. 111, Schaumburg, IL, 60173

(Address of Principal Executive Offices)

(847) 925-1885

(Issuer Telephone number)

Not Applicable

(Former name or former address, if changed since last report)

Copies of communication to:

Ronald P. Duplack, Esq.

Rieck and Crotty, P.C.

55 West Monroe Street, Suite 3625, Chicago, IL 60603

Telephone (312) 726-4646 Fax (312) 726-0647

Securities registered under Section 12(b) of the Exchange Act:
Title of each class registered:	Name of each exchange on which registered:
None	None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.001 (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  

Yes . No  X .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes . No  X .

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  X . No .

Indicate by check mark whether the registrant has submitted electronically and posted on its Corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  X . No .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference Part III of this Form 10-K or any amendment to this Form 10-K.    X .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (Do not check if a smaller reporting company)	Smaller reporting company	X .

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes . No  X .

There is no established public trading market for our common stock.

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter ended March 31, 2012: $17,070,900.

As of January 11, 2013, the registrant had 30,978,237 shares of its common stock issued and outstanding.

Documents Incorporated by Reference: None.

­­­­­­­­­­­­­­­­­­­­­­­­­­­­­

Explanatory Note

The purpose of this Amendment No. 1 on Form 10–K/A to Wellness Center USA, Inc.’s annual report on Form 10–K for the fiscal year ended September 30, 2012, filed with the Securities and Exchange Commission on January 16, 2013 (the “Form 10–K”), is solely to furnish Exhibit 101 to the Form 10–K in accordance with Rule 405 of Regulation S–T.

No other changes have been made to the Form 10–K.  This Amendment No. 1 speaks as of the original filing date of the Form 10–K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10–K.

ITEM 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

a) Documents filed as part of this Annual Report

1. Financial Statements

2. Financial Statement Schedules

3. Exhibits

Exhibit Number	Description of Document	Filed Herewith	Incorporated by Reference To:
2.1	Exchange Agreement dated May 30, 2012 by and between CNS Wellness Florida LLC and Wellness Center USA, Inc.		Exhibit 2.1 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013.
2.2	Exchange Agreement dated June 21, 2012 by and between Psoria-Shield Inc. and Wellness Center USA, Inc.		Exhibit 2.2 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013.
2.3	Letter of Understanding dated September 20, 2011 by and between Psoria-Shield Inc. and Protein Factory.		Exhibit 2.3 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013.
3.1	Articles of Incorporation of the Registrant as filed with the Secretary of State of Nevada.		Exhibits 3.2 to the Registrant’s Amended Registration Statement on Form S-1A1 filed on July 7, 2011.
3.2	Bylaws of the registrant.		Exhibits 3.2 to the Registrant’s Amended Registration Statement on Form S-1A1 filed on July 7, 2011.
4.1	Subscription Agreement		Exhibits 99.1 to the Registrant’s Amended Registration Statement on Form S-1A1 filed on July 7, 2011.
4.2	Form of warrant		Exhibits 99.2 to the Registrant’s Amended Registration Statement on Form S-1A1 filed on July 7, 2011.
4.3	2010 Non-Qualified Stock Compensation Plan		Exhibits 99.3 to the Registrant’s Amended Registration Statement on Form S-1A1 filed on July 7, 2011.
5.1	Employment Agreement dated as of August 2, 2012 by and between William A. Lambos and Wellness Center USA, Inc.		Exhibit 5.1 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013.
5.2	Employment Agreement dated as of August 2, 2012 by and between Peter A. Hannouche and Wellness Center USA, Inc.		Exhibit 5.2 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013.
5.3	Employment Agreement dated as of August 24, 2012 by and between Scot L. Johnson and Wellness Center USA, Inc.		Exhibit 5.3 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013.
10.1	Note dated August 9, 2010 by CNS Wellness Florida LLC in favor of a family member of one of its members in the principal amount of $37,139.		Exhibit 10.1 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013.
10.2	Note dated August 2, 2012 by CNS Wellness Florida LLC in favor of William A. Lambos in the amount of $ 120,886.30.		Exhibit 10.2 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013.

10.3	Note dated August 2, 2012 by CNS Wellness Florida LLC in favor of Peter A. Hannouche in the amount of $ 75,322.14.		Exhibit 10.3 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013.
10.4	License Agreement dated as of August 25, 2009 by and between Psoria-Shield Inc. and Scot L. Johnson.		Exhibit 10.4 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013.
10.5	License Agreement dated as of December 11, 2010 by and between Psoria-Shield Inc. and Scot L. Johnson.		Exhibit 10.5 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013.
21.1	List of subsidiaries of the Registrant	√
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)
31.2	Certification of Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (**)
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)
32.2	Certification of Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (***)
101.INS	XBRL Instance Document ****	√
101. SCH	XBRL Taxonomy Extension Schema Linkbase Document ****	√
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document ****	√
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document ****	√
101.LAB	XBRL Taxonomy Extension Label Linkbase Document ****	√
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document ****	√

(*) Previously filed or furnished as an exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012.

(**) Included in Exhibit 32.1

(***) Included in Exhibit 32.2

(****) Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

	Wellness Center USA, Inc.
Date: January 22, 2013	By: /s/ Andrew J. Kandalepas
	Andrew J. Kandalepas Chairman, Chief Executive Officer, Principal Accounting Officer and Chief Financial Officer (Duly Authorized Officer and Principal Executive Officer)

EX-21.1

Exhibit 21.1

Wellness Center USA, Inc.

Subsidiaries of the Company

Name of Subsidiary or Consolidated Entity	Place of Formation/Incorporation (Jurisdiction)	Date of Incorporation (Date of Acquisition, if Applicable)	Attributable Interest
CNS Wellness Florida, LLC	The State of Florida	May 26, 2009 (August 2, 2012)	100%
Psoria-Shield Inc.	The State of Florida	June 17, 2012 (August 24, 2012)	100%

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Related Party Transactions (Tables)

12 Months Ended

Sep. 30, 2012

Related Party Transactions (Tables)

RELATED PARTY AND THE RELATION WITH IT

Related parties with whom the Company had transactions are:

Related Parties	Relationship
Andrew J. Kandalepas	Chairman, CEO, significant stockholder and director of the Company
CADserv Corporation	An entity owned and controlled by significant stockholder of the Company
William A. Lambos, Ph.D.	Chief Cognitive Neuroscientist of CNS, significant stockholder and director of the Company
Peter A. Hannouche	CEO and COO of CNS, significant stockholder and director of of the Company
Scot Johnson	President and Chief Executive Officer of PSI

ADVANCES FROM STOCKHOLDER

From time to time, stockholders of the Company advance funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand.

Note Payable – Related Party

Note payable – related party, consisted of the following:

	September 30, 2012		September 30, 2011
On August 29, 2010 CNS issued a promissory note to a family member of a stockholder, then one of CNS' members to memorialize (i) the receipt of the funds in the amount of $37,139 and (ii) the terms of note. Pursuant to the terms, the note accrues simple interest of 5% per annum until the note is fully repaid. Interest has been computed as of the date of the receipt of the funds. The note is due on demand.	$	37,139	$	-
	$	37,139	$	-

Convertible Note Payable – Stockholder

Convertible note payable – stockholder, consisted of the following:

	September 30, 2012		September 30, 2011
On August 17, 2012 WCUI issued a promissory note to a stockholder, the note is non-interest bearing. Pursuant to the terms of the note, the note holder has the option to convert all or any portion of the note amount to the Company’s common shares at $0.30 per share, the closing price of WCUI's common stock on the date of issuance, and a warrant to purchase the same number of shares of common stock with an exercise price of $0.45 per share expiring five (5) years from the date of issuance. The note is due on demand.	$	58,000	$	-
	$	58,000	$	-

Long-Term Note Payable – Officers

	September 30, 2012		September 30, 2011
On August 2, 2012, upon the acquisition of CNS by WCUI, CNS memorialized the advances from the former member as a promissory note of the officer. Pursuant to the terms, CNS promises to pay the officer the principal sum of $120,886.30  and the note accrues simple interest of 2% per annum payable annually on each anniversary date of the Note. The entire principal balance together with any accrued but unpaid interest thereon due August 2, 2015.	$	120,886	$	-
On August 2, 2012, upon the acquisition of CNS by WCUI, CNS memorialized the advances from the former member as a promissory note of the officer. Pursuant to the terms, CNS promises to pay the officer the principal sum of $75,322.14 and the note accrues simple interest of 2% per annum payable annually on each anniversary date of this Note. The entire principal balance together with any accrued but unpaid interest thereon due August 2, 2015. In September 2012, CNS repaid $900 toward the note.	$	74,422	$	-
	$	195,308	$	-

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Black-Scholes option-pricing model with the following weighted-average assumptions (Details)	Sep. 25, 2012	May 25, 2012	May 22, 2012	May 21, 2012	May 14, 2012	May 09, 2012	Apr. 19, 2012	Mar. 15, 2012	Mar. 13, 2012	Mar. 08, 2012	Nov. 30, 2010	Nov. 10, 2010	Jun. 30, 2010
Expected life (year)	5	5	5	5	5	5	5	5	5	5	5	5	5
Expected volatility (*)	65.70%	64.47%	64.49%	64.49%	64.53%	64.54%	64.61%	64.53%	64.53%	64.53%	63.78%	63.78%	63.78%
Risk-free rate(s)													1.79%
Expected annual rate of quarterly dividends	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%
Expected dividends	0.66%	0.76%	0.78%	0.75%	0.73%	0.77%	0.84%	1.11%	0.99%	0.89%	1.47%	1.23%	0.00%

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Intangible Assets (Details) (USD $)	Sep. 30, 2012
Website development cost (Estimated useful life 3 years)	$ 17,809
Accumulated amortization Website development cost	(2,898)
Website development cost net details.	14,911
Exclusive licenses (Estimated useful life 18 years)	4,562
Accumulated amortization Exclusive licenses	0
Exclusive licenses Net	4,562
Acquired Technologies CNS gross	325,000
Acquired Technologies Accumulated amortization CNS	(2,708)
Acquired Technologies CNS net	322,292
Acquired Technologies PSI gross	2,095,000
Acquired Technologies Accumulated amortization PSI	(8,729)
Acquired Technologies PSI net	2,086,271
Acquired Technologies Total gross	2,420,000
Acquired Technologies Accumulated amortization Total	(11,437)
Acquired Technologies Total net	2,408,563
Non-Compete agreements CNS gross	120,000
Non-Compete agreements Accumulated amortization CNS	(6,666)
Non-Compete agreements CNS net	113,334
Non-Compete agreements PSI gross	120,000
Non-Compete agreements Accumulated amortization PSI	(2,500)
Non-Compete agreements PSI net	117,500
Non-Compete agreements Total gross	240,000
Non-Compete agreements Accumulated amortization Total	(9,166)
Non-Compete agreements Total net	230,834
Trademarks CNS gross	110,000
Trademarks Accumulated amortization CNS	(2,038)
Trademarks CNS net	107,962
Trademarks PSI Light gross	420,000
Trademarks Accumulated amortization PSI Light	(5,000)
Trademarks PSI Light net	415,000
Trademarks PSI Shield gross	210,000
Trademarks Accumulated amortization PSI Shield	(2,500)
Trademarks PSI Shield net	207,500
Trademarks Total gross	740,000
Trademarks Accumulated amortization Total	(9,538)
Trademarks Total net	$ 730,462

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Summary of Stock Option Activities (Details)	Number of Option Shares	Exercise Price Range Per Share	Weighted Average Exercise Price	Fair Value at Date of Grant	Aggregate Intrinsic Value
Balance at Jun. 30, 2010	1,600,000	0.01	0.01
Granted					0
Canceled					0
Exercised					0
Expired					0
Balance at Sep. 30, 2010
Unvested, at Sep. 30, 2010
Vested and exercisable, at Sep. 30, 2010
Balance at Sep. 30, 2011	1,800,000	0.01	0.01	20
Granted	50,000	0.44	0.44	14,265
Canceled					0
Exercised					0
Expired					0
Granted.	750,000	1	1	417,570
Granted,	650,000	2	2	745,382
Balance at Sep. 30, 2012	3,250,000		0.64	1,177,237
Unvested, at Sep. 30, 2012	25,000	0.01	0.44	7,133	0
Vested and exercisable, at Sep. 30, 2012	3,225,000		0.64	1,170,105

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Summary of significant accounting policies Net income (loss) per common share (Details)	12 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Issued on August 17, 2012 convertible to shares at $0.30 per share	193,334
Warrants issuable contingent upon conversion of convertible note payable exercisable at $0.45 per share	193,334
Sub-total: stock options	386,668
Stock options issued on September 30, 2010 to the founder of the Company	1,600,000	1,600,000
Stock options issued on November 30, 2010 to the members of board of directors of the Company	200,000	200,000
Stock options issued on March 13, 2012 to a consultant	50,000
Conversion of PSI stock options issued on December 20, 2010	750,000
Conversion of PSI stock options issued on February 22, 2012	650,000
Sub-total: stock options.	3,250,000	1,800,000
Warrants issued on November 10, 2010 to investor in connection with the Company's equity financing	1,600,000	1,600,000
Remaining warrants issued on November 30, 2010 to investor with an exercise price of $0.01 per share	4,478,334	4,718,334
Warrants issued on November 30 , 2010 for services with an exercise price of $0.01 per share	375,000	375,000
Warrants issued on March 8, 2012 to investor with an exercise price of $0.50 per share	190,000
Warrants issued on March 15, 2012 to investor with an exercise price of $0.75 per share	75,000
Warrants issued on April 19, 2012 to investor with an exercise price of $1.65 per share	14,545
Warrants issued on May 9, 2012 to investor with an exercise price of $2.16 per share	9,091
Warrants issued on May 14, 2012 to investors with an exercise price of $2.25 per share	18,182
Warrants issued between May 21 and 25, 2012 to investors with an exercise price of $2.31 per share	112,955
Warrants on September 25, 2012 to investors with an exercise price of $0.45 per share	336,667
Sub-total: warrants	7,209,774	6,693,334
Total potentially outstanding dilutive common shares	10,846,442	8,493,334

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Website Development Cost (Tables)

12 Months Ended

Sep. 30, 2012

Website Development Cost (Tables)

WEBSITE DEVELOPMENT TABLES

Website development cost, stated at cost, less accumulated amortization consisted of the following:

	Estimated Useful Life (Years)	September 30, 2012			September 30, 2011
Website development cost	3	$	17,809		$	-
Less accumulated amortization			(2,898	)		(-	)
		$	14,911		$	-

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Summary of the Company's Warrants Activities (Details)	Number of Warrant Shares	Exercise Price Range Per Share (WARRANTS)	Weighted Average Exercise Price (WARRANTS)	Fair Value at Date of Issuance	Aggregate Intrinsic Value.
Balance at Sep. 30, 2010					0
Granted:	6,693,334	0.01	0.01	38	0
Canceled.					0
Exercised.					0
Expired.					0
Balance at Sep. 30, 2011	6,693,334	0.01	0.01	38	0
Granted:	756,440		0.1	121,975	0
Canceled.					0
Exercised.	(240,000)	0	0	0	0
Expired.					0
Balance at Sep. 30, 2012	7,209,774		0.1	122,013	0
Unvested: at Sep. 30, 2012					0
Earned and exercisable, at Sep. 30, 2012	7,209,774		0.1	122,013	0

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Intangible Assets Identification, Estimated Fair Value and Useful Lives CNS (Tables)

12 Months Ended

Sep. 30, 2012

Intangible Assets Identification, Estimated Fair Value and Useful Lives CNS

Intangible Assets Identification, Estimated Fair Value and Useful Lives CNS

With the assistance of the third party valuation firm, the Company identified certain separate recognizable intangible assets that possessed economic value, estimated their fair values and related useful lives of CNS at the date of acquisition as follows:

	Estimated Useful Life (Years)	August 2, 2012
Trademark/Trade Name	9	$	110,000
Acquired Technology	20		325,000
Non-Competition Agreement	3		120,000
Total Recognized Intangible Assets		$	555,000

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Goodwill stated (Details) (USD $)	Sep. 30, 2012	Sep. 30, 2011
Goodwill CNS Gross	$ 2,868,045	$ 0
Goodwill CNS Net	2,868,045
Goodwill PSI Gross	1,716,603
Goodwill PSI Net	1,716,603
Total Goodwill Gross	4,584,648
Total Goodwill Net	$ 4,584,648

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Income Tax Components (Tables)

12 Months Ended

Sep. 30, 2012

Income Tax Components

Components of deferred tax assets

Components of deferred tax assets in the consolidated balance sheets are as follows:

	September 30, 2012			September 30, 2011
Net deferred tax assets – non-current:
Expected income tax benefit from NOL carry-forwards	$	189,418		$	51,757
Less valuation allowance		(189,418	)		(51,757	)
Deferred tax assets, net of valuation allowance	$	-		$	-

Income Tax Provision in the Consolidated Statements of Operations

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income tax provision is as follows:

	For the fiscal year ended September 30, 2012			For the fiscal year ended September 30, 2011
Federal statutory income tax rate		34.0	%		34.0	%
Change in valuation allowance on net operating loss carry-forwards		(34.0	)		(34.0	)
Effective income tax rate		0.0	%		0.0	%

Components of deferred tax assets Combined

Components of deferred tax assets in the combined balance sheets would have been as follows:

	September 30, 2012			September 30, 2011
Net deferred tax assets – Non-current:
Expected income tax benefit from NOL carry-forwards		837,897			51,757
Less: Valuation allowance		(837,897	)		(51,757	)
Deferred tax assets, net of valuation allowance	$	-		$	-

Income Tax Provision in the Combined Statements of Operations

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes would have been as follows:

	For the Fiscal Year Ended September 30, 2012			For the Fiscal Year Ended September 30, 2011
Federal statutory income tax rate		34.0	%		34.0	%
Change in valuation allowance on net operating loss carry-forwards		(34.0	)		(34.0	)
Effective income tax rate		0.0	%		0.0	%

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Summary of Trademarks (Tables)

12 Months Ended

Sep. 30, 2012

Summary of Trademarks

Summary of Trademarks

Trademarks, stated at cost, less accumulated amortization, consisted of the following:

	September 30, 2012			September 30, 2011
CNS
Trademark	$	110,000		$	-
Accumulated amortization		(2,038	)		(-	)
		107,962			-
PSI
Trademark - Psoria-Light		420,000			-
Accumulated amortization		(5,000	)		(-	)
		415,000			-
Trademark - Psoria-Shield		210,000			-
Accumulated amortization		(2,500	)		(-	)
		207,500			-
Total
Trademarks		740,000			-
Accumulated amortization		(9,538	)		(-	)
	$	730,462		$	-

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Related party transactions (Details) (USD $)	Sep. 30, 2012	Sep. 30, 2011
Note payable related party	$ 37,139	$ 0
Interest rate on notes payable	5.00%
Convertible note payable stockholder	58,000
Conversion price per share	$ 0.30
Warrants Exercise price per share	$ 0.45
Long-Term Note Payable Officers	120,886
Interest rate on long term notes payable	2.00%
Promissory Note Payable Officers	74,422
Interest rate on promissory notes payable	2.00%
Total Payables Officers	$ 195,308

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Income Tax Provision in the Combined (Details) (USD $)	Sep. 30, 2012	Sep. 30, 2011
Expected income tax benefit from NOL carry-forwards.	$ 837,897	$ 51,757
Less: Valuation allowance.	(837,897)	(51,757)
Deferred tax assets, net of valuation allowance.	0	0
Valuation allowance estimated increase approximately	$ 786,140	$ 37,123

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Computer equipment (Details) (USD $)	Sep. 30, 2012	Sep. 30, 2011
Computer equipment Estimated Useful Life 5 Years	$ 12,112
Furniture and fixture Estimated Useful Life 7 Years	26,808
Leasehold improvement Estimated Useful Life 5 Years	15,170
Medical and office equipment Estimated Useful Life 5 Years	14,842	1,150
Software Estimated Useful Life 3 Years	32,276
Gross Equipment Value	101,208	1,150
Less accumulated depreciation and amortization	(2,533)	(288)
Net Equipment Value	$ 91,274	$ 862

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Going Concern

12 Months Ended

Sep. 30, 2012

Going Concern

Going Concern

Note 3 – Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the accompanying consolidated financial statements, the Company had an accumulated deficit at September 30, 2012, a net loss and net cash used in operating activities for the fiscal year then ended, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

While the Company is attempting to generate sufficient revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations.  Management intends to raise additional funds by way of a public or private offering.  Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern.  While the Company believes in the viability of its strategy to generate sufficient revenues and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.

The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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Federal statutory income tax rate reconciliation (Details)	12 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Federal statutory income tax rate.	34.00%	34.00%
Change in valuation allowance on net operating loss carry-forwards.	(34.00%)	(34.00%)
Effective income tax rate.	0.00%	0.00%

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Consolidated Statements By Reportable Segment (Tables)

12 Months Ended

Sep. 30, 2012

Consolidated Statements By Reportable Segment

Total Assets By Reportable Segment

The detailed segment information of the Company is as follows:

Wellness Center USA, Inc.
Total Assets
By Reportable Segment
				September 30, 2012
				WCUI	CNS	PSI	WCUI	Consolidated
				Corporate Headquarter	Patient Services	Medical Devices	Nutritional Supplement Distribution
ASSETS
Current Assets
	Cash			86,288	12,361	17,555	-	116,204
	Accounts receivable			-	-	4,200	-	4,200
		Total Current Assets		86,288	12,361	21,755	-	120,404
Property and Equipment
	Property and equipment			1,792	18,459	80,956	-	101,207
	Accumulated depreciation			(710)	(2,232)	(6,991)	-	(9,933)
		Property and equipment, net		1,082	16,227	73,965	-	91,274
Website Development Cost
	Website development cost			17,809	-	-	-	17,809
	Accumulated amortization			(2,898)	-	-	-	(2,898)
		Website development cost, net		14,911	-	-	-	14,911
Exclusive Licenses
	Exclusive licenses			-	-	5,000	-	5,000
	Accumulated amortization			-	-	(438)	-	(438)
		Exclusive licenses, net		-	-	4,562	-	4,562
Acquired Technologies
	Acquired technologies			-	325,000	2,095,000	-	2,420,000
	Accumulated amortization			-	(2,708)	(8,729)	-	(11,437)
		Acquired technologies, net		-	322,292	2,086,271	-	2,408,563
Non-Compete Agreements
	Non-compete agreements			-	120,000	120,000	-	240,000
	Accumulated amortization			-	(6,666)	(2,500)	-	(9,166)
		Non-compete agreements, net		-	113,334	117,500	-	230,834
Trademarks
	Trademarks			-	110,000	630,000	-	740,000
	Accumulated amortization			-	(2,038)	(7,500)	-	(9,538)
		Trademarks, net		-	107,962	622,500	-	730,462
Other Assets
	Goodwill			-	2,545,000	1,260,000	-	4,584,648
	Security deposits			-	36,939	1,760	-	38,699
		Total other assets		-	2,581,939	1,261,760	-	4,623,347
			Total Assets	102,281	3,154,115	4,188,313	-	8,224,357

Consolidated Statements By Reportable Segment

Wellness Center USA, Inc.
Consolidated Statements of Operations
By Reportable Segment
			For the Fiscal Year
			Ended
			September 30, 2012
			WCUI	CNS	PSI	WCUI	Consolidated
			Corporate Headquarter	Patient Services	Medical Devices	Nutritional Supplement Distribution
NET REVENUES			-	46,638	42,000	1,187	89,825
COST OF GOODS SOLD			-	-	15,094	837	15,931
GROSS PROFIT			-	46,638	26,906	350	73,894
OPERATING EXPENSES:
	Amortization expenses		2,898	11,412	18,729	-	33,039
	Consulting fees		60,680	-	-	-	60,680
	Professional fees		90,406	-	255	-	90,661
	Rent expenses - Related party		25,050	-	-	-	25,050
	Rent expenses		-	23,413	3,210	-	26,623
	Research and Development		-		11,077	-	11,077
	Salaries - officers		-	50,000	17,312	-	67,312
	Salaries - others		-	27,210	14,423	-	41,633
	Selling expenses		-	1,047	23,238	-	24,285
	General and administrative expenses		49,900	16,110	29,810	-	95,820
		Total operating expenses	228,934	129,192	118,054	-	476,180
LOSS FROM OPERATIONS			(228,934)	(82,554)	(91,148)	350	(402,286)
OTHER (INCOME) EXPENSE:
	Interest income		-	-	-	-	-
	Interest expense		-	-	-	-	-
	Interest expense - related party		-	1,101	-	-	1,101
	Other (income) expense		-	1,498	-	-	1,498
		Total other (income) expense	-	2,599	-	-	2,599
LOSS BEFORE INCOME TAX PROVISION			(228,934)	(85,153)	(91,148)	350	(404,885)
INCOME TAX PROVISION			-	-	-	-	-
NET LOSS			(228,934)	(85,153)	(91,148)	350	(404,885)

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Intangible Assets Identification, Estimated Fair Value and Useful Lives PSI (Tables)

12 Months Ended

Sep. 30, 2012

Intangible Assets Identification, Estimated Fair Value and Useful Lives PSI

Intangible Assets Identification, Estimated Fair Value and Useful Lives PSI

With the assistance of the third party valuation firm, the Company identified certain separate recognizable intangible assets that possessed economic value, estimated their fair values and related useful lives of PSI at the date of acquisition as follows:

	Estimated Useful Life (Years)	August 24, 2012
Trademark - Psoria-Shield	7	$	210,000
Trademark - Psoria-Light	7		420,000
Acquired Technology	20		2,095,000
Non-Competition Agreement	4		120,000
Total Recognized Intangible Assets		$	2,845,000

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Identification of the Accounting Acquirer PSI (Tables)

12 Months Ended

Sep. 30, 2012

Identification of the Accounting Acquirer PSI

Identification of the Accounting Acquirer PSI

The specific control factors considered to determine which entity was the accounting acquirer are as follows:

(i) The ownership interest of each party after the acquisition
WCUI's common shares issued and outstanding prior to PSI acquisition	22,667,273	74.7	%
WCUI's common shares issued to the stockholders of PSI for the acquisition of all of the issued and outstanding common stock of PSI upon acquisition of PSI	7,686,797	25.3	%
	30,354,070	100.0	%
(ii) The members of the board of directors from both companies
The members of the board of directors from WCUI prior to PSI acquisition	5	83.3	%
The members of the board of directors from PSI upon acquisition of PSI	1	16.7	%
	6	100.0	%
(iii) Senior management from both companies
Senior management from WCUI prior to CNS acquisition	1	100.0	%
Senior management from CNS upon acquisition of CNS	-	-	%
	1	100.0	%

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SummarizesOutstanding and Exercisable Options As Follows (Details)	Sep. 30, 2012
Number Outstanding
Range of Exercise Prices 0.01	1,600,000
Range of Exercise Prices 0.01,	200,000
Range of Exercise Prices 0.44	50,000
Range of Exercise Prices 1.00	750,000
Range of Exercise Prices 2.00	650,000
Range of Exercise Prices 0.01- 2.00	3,250,000
Average Remaining ContractLife (in years)
Range of Exercise Prices 0.01	3.00
Range of Exercise Prices 0.01,	3.37
Range of Exercise Prices 0.44	4.70
Range of Exercise Prices 1.00	8.20
Range of Exercise Prices 2.00	9.40
Range of Exercise Prices 0.01- 2.00	5.39
Weighted- Average Exercise Price ( Options Outstanding)
Range of Exercise Prices 0.01	0.01
Range of Exercise Prices 0.01,	0.01
Range of Exercise Prices 0.44	0.44
Range of Exercise Prices 1.00	1.00
Range of Exercise Prices 2.00	2.00
Range of Exercise Prices 0.01- 2.00	0.64
Number Exercisable
Range of Exercise Prices 0.01	1,600,000
Range of Exercise Prices 0.01,	200,000
Range of Exercise Prices 0.44	12,500
Range of Exercise Prices 1.00	750,000
Range of Exercise Prices 2.00	650,000
Range of Exercise Prices 0.01- 2.00	3,212,500
Average Remaining ContractLife (in years) Options Exercisable
Range of Exercise Prices 0.01	3.00
Range of Exercise Prices 0.01,	3.37
Range of Exercise Prices 0.44	4.70
Range of Exercise Prices 1.00	8.20
Range of Exercise Prices 2.00	9.40
Range of Exercise Prices 0.01- 2.00	5.39
Weighted- Average Exercise Price (Options Exercisable)
Range of Exercise Prices 0.01	0.01
Range of Exercise Prices 0.01,	0.01
Range of Exercise Prices 0.44	0.44
Range of Exercise Prices 1.00	1.00
Range of Exercise Prices 2.00	2.00
Range of Exercise Prices 0.01- 2.00	0.64

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Pro Forma Combined Statements of Operations (Tables)

12 Months Ended

Sep. 30, 2012

Pro Forma Combined Statements of Operations

Pro Forma Combined Statements of Operations

The pro forma financial information is as follows:

Wellness Center USA, Inc.
Pro Forma Combined Statements of Operations
(Unaudited)
			For the Fiscal Year
			Ended
			September 30, 2012
			WCUI	CNS	PSI				Adjustment	Consolidated
NET REVENUES			1,187	294,808	163,000	-	-	-	-	458,995
COST OF GOODS SOLD			837		74,482	-	-	-	-	75,319
GROSS PROFIT			350	294,808	88,518	-	-	-	-	383,676
OPERATING EXPENSES:
	Amortization expenses		2,898	11,412	18,729	-	-	-	296,118	329,157
	Consulting fees		60,680	-	-	-	-	-	-	60,680
	Professional fees		90,406	-	414,117	-	-	-	-	504,523
	Rent expenses - Related party		25,050	-	-	-	-	-	-	25,050
	Rent expenses		-	136,188	41,730	-	-	-	-	177,918
	Research and Development		-	-	89,668	-	-	-	-	89,668
	Salaries - officers		-	60,000	65,423	-	-	-	-	125,423
	Salaries - others		-	137,293	558,334	-	-	-	-	695,627
	Selling expenses		-	15,293	209,552	-	-	-	-	224,845
	General and administrative expenses		49,900	95,643	298,529	-	-	-	-	444,072
		Total operating expenses	228,934	455,829	1,696,082	-	-	-	296,118	2,676,963
INCOME (LOSS) FROM OPERATIONS			(228,584)	(161,021)	(1,607,564)	-	-	-	(296,118)	(2,293,287)
OTHER (INCOME) EXPENSE:
	Interest expense		-	-	7,161	-	-	-	-	7,161
	Interest expense - related party		-	9,234	-	-	-	-	-	9,234
	Other (income) expense		-	2,495	-	-	-	-	-	2,495
		Total other (income) expense	-	11,729	7,161	-	-	-	-	18,890
LOSS BEFORE INCOME TAX PROVISION			(228,584)	(172,750)	(1,614,725)	-	-	-	(296,118)	(2,312,177)
INCOME TAX PROVISION			-	-	-	-	-	-	-	-
NET LOSS			(228,584)	(172,750)	(1,614,725)	-	-	-	(296,118)	(2,312,177)
NET LOSS PER COMMON SHARE - BASIC AND DILUTED:
	Net loss per common share - basic and diluted									(0.13)
	Weighted Average Common Shares Outstanding - basic and diluted									17,147,227

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Business Enterprise Valuation PSI (Tables)

12 Months Ended

Sep. 30, 2012

Business Enterprise Valuation PSI

Business Enterprise Valuation PSI

With the assistance of the third party valuation firm, the Company estimated the indicated value of the total invested operating capital of PSI at the date of acquisition utilizing the income approach – discounted cash flows method, was $4,105,000, as follows:

	August 24, 2012
Present Value of Debt-Free Net Cash Flow - Forecast Period	$	2,205,360
Present Value of Debt-Free Net Cash Flow - Residual Period		1,899,261
Present Value of Debt-Free Net Cash Flow – Total		4,104,622
Value Indication Income Approach - Discounted Net Cash Flow Method (Rounded)	$	4,105,000

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Allocation of Purchase Price PSI (Tables)

12 Months Ended

Sep. 30, 2012

Allocation of Purchase Price PSI

Allocation of Purchase Price PSI

The purchase price of PSI has been allocated to the tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in the PSI based on their estimated fair values at the date of acquisition as follows:

	Book Value			Fair Value  Adjustment		Fair Market Value
Cash	$	11,413		$	-	$	11,413
Inventories		12,694					12,694
Property and equipment		80,956					80,956
Exclusive licenses		4,562					4,562
Trade mark - Psoria-Shield		-			210,000		210,000
Trade mark - Psoria-light		-			420,000		420,000
Unpatented technology		-			2,095,000		2,095,000
Non-compete agreements		-			120,000		120,000
Goodwill		456,603			1,260,000		1,716,603
Security deposits		1,760					1,760
Accounts payable		(161,821	)				(161,821	)
Credit cards payable		(42,198	)				(42,198	)
Customer deposits		(25,000	)				(25,000	)
Accrued warranty		(9,600	)				(9,600	)
Current portion of long-term payable		(72,653	)				(72,653	)
Loan payable		(20,000	)				(20,000	)
Advances from stockholders		(233,994	)				(233,994	)
Total		-			4,105,000		4,105,000
Non-controlling interest		(-	)		-		(-	)
Purchase price	$	-		$	4,105,000	$	4,105,000

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Summary of Significant Accounting Policies

12 Months Ended

Sep. 30, 2012

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principles of Consolidation

The Company applies the guidance of Topic 810 “Consolidation” of the FASB Accounting Standards Codification ("ASC") to determine whether and how to consolidate another entity.  Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8 the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation.  The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, in which the parent’s power to control exists.

The consolidated financial statements include all accounts of the Company as of September 30, 2012 and 2011 and for the fiscal year then ended, all accounts of CNS as of September 30, 2012 and for the period from August 2, 2012 (date of acquisition) through September 30, 2012 and all accounts of PSI as of September 30, 2012 and for the period from August 24, 2012 (date of acquisition) through September 30, 2012 as follows:

Entity	Jurisdiction or Place of Incorporation	Attributable Interest
CNS Wellness Florida, LLC	The State of Florida	100%
Psoria-Shield Inc.	The State of Florida	100%

All inter-company balances and transactions have been eliminated.

Reclassification

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.   These reclassifications had no effect on reported losses.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The Company’s significant estimates and assumptions include the fair value of businesses acquired and the allocation of the purchase prices of acquired entities to the tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest, based on their estimated fair values for each acquisition; the fair value of financial instruments; allowance for doubtful accounts; the carrying value, recoverability and impairment, if any, of long-lived assets, including the values assigned to and the estimated useful lives of property and equipment, intangible assets other than goodwill; expected term of share options and similar instruments, expected volatility of the entity’s common shares and the method used to estimate it, expected annual rate of quarterly dividends, and risk free rate(s); revenue recognized or recognizable, sales returns and allowances; income tax rate, income tax provision, deferred tax assets and the valuation allowance on deferred tax assets, and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.

Business Combinations

The Company applies Topic 805 “Business Combinations” of the FASB Accounting Standards Codification (formerly Statement of Financial Accounting Standards No. 141 (R) “Business Combinations” (“SFAS No. 141(R)”)) for transactions that represent business combinations to be accounted for under the acquisition method.  Pursuant to ASC Paragraph 805-10-25-1 in order for a transaction or other event to be considered as a business combination it is required that the assets acquired and liabilities assumed constitute a business. Upon determination of transactions representing business combinations the Company then (i) identifies the accounting acquirer; (ii) identifies and estimates the fair value of the identifiable tangible and intangible assets acquired, separately from goodwill; (iii) estimates the business enterprise value of the acquired entities; (iv) allocates the purchase price of acquired entities to the tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values at the date of acquisition.  The excess of the liabilities assumed and the purchase price over the assets acquired was recorded as goodwill and the excess of the assets acquired over the liabilities assumed and the purchase price was recorded as a gain from bargain purchase.

Identification of the Accounting Acquirer

The Company used the existence of a controlling financial interest to identify the acquirer—the entity that obtains control of the acquiree in accordance with ASC paragraph 805-20-25-5 and identifies the acquisition date, which is the date on which it obtains control of the acquiree in accordance with ASC paragraph 805-20-25-6.  The date on which the acquirer obtains control of the acquiree generally is the date on which the acquirer legally transfers the consideration, acquires the assets, and assumes the liabilities of the acquiree—the closing date.

Intangible Assets Identification, Estimated Fair Value and Useful Lives

In accordance with ASC Section 805-20-25 as of the acquisition date, the acquirer shall recognize, separately from goodwill, the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions specified in ASC paragraphs 805-20-25-2 through 25-3.

The recognized intangible assets of the acquiree were valued through the use of the market, income and/or cost approach, as appropriate. The Company utilizes the income approach on a debt-free basis to estimate the fair value of the identifiable assets acquired in the acquiree at the date of acquisition with the assistance of the third party valuation firm.  This method eliminates the effect of how the business is presently financed and provides an indication of the value of the total invested capital of the Company or its business enterprise value.

Business Enterprise Valuation

The Company utilizes the income approach – discounted cash flows method to estimate the business enterprise value with the assistance of the third party valuation firm.  The income approach considers a given company's future sales, net cash flow and growth potential.  In valuing the business enterprise value of business acquired, the Company forecasted sales and net cash flow for the acquiree for five (5) years into the future and used a discounted net cash flow method to determine a value indication of the total invested capital of the acquiree. The basic method of forecasting involves using past experience to forecast the future. The next step was to discount these projected net cash flows to their present values.  One of the key elements of the income approach is the discount rate used to discount the projected cash flows to their present values.  Determining an appropriate discount rate is one of the more difficult parts of the valuation process.  The applicable rate of return or discount rate, the rate investors in closely-held companies require as a condition of purchase, varies from time to time, depending on economic and other conditions.  The discount rate is determined after considering the overall risk of the investment, which includes: (1) operating and financial risk in the business enterprise or asset; (2) current and projected profitability and growth; (3) risk of the respective industry; and (4) the equity risk premium relative to Treasury bonds.  The discount rate is also affected by an analyst's judgment regarding the credibility of the income projections.  The discount rate rises as the projections become increasingly optimistic, or falls as the degree of certainty increases.

Inherent Risk in the Estimates

Management makes estimates of fair values based upon assumptions believed to be reasonable.  These estimates are based on historical experience and information obtained from the management of the acquired companies. Critical estimates in valuing certain of the intangible assets include but are not limited to: future expected cash flows from revenues, customer relationships, key management and market positions, assumptions about the period of time the acquired trade names will continue to be used in the Company’s combined portfolio of products and/or services, and discount rates used to establish fair value.  These estimates are inherently uncertain and unpredictable.  Assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur which may affect the accuracy or validity of such assumptions, estimates or actual results.

Pro Forma Financial Information (Unaudited)

The pro forma financial information presented in the relevant note combined the financial position or the results of operations of the Company and acquired entities as if the acquisition of the acquired entities had occurred as of the first date of the first period presented.

The pro forma combined financial statements have been prepared and presented by management for illustrative purposes only and are not necessarily indicative of the combined financial position or combined results of operations in future periods or the results that actually would have been realized had the Company and acquired entities been a combined company during the specified periods. The pro forma adjustments are based on the information available at the time of the preparation of this document and assumptions that management believe are reasonable.  The pro forma combined financial information, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with the Company’s historical financial statements included in its Annual Report in Form 10-K for the fiscal year ended September 30, 2012 as filed with United States Securities and Exchange Commission (“SEC”) herewith, its Annual Report in Form 10-K for the fiscal year ended September 30, 2011 as filed with United States Securities and Exchange Commission (“SEC”) on December 13, 2011, CNS’s historical financial statements included in the Amendment No. 1 to the Current Report in Form 8-K/A for the fiscal year ended September 30, 2011 as an Exhibit in that Current Report as filed with the SEC on October 23, 2012, and PSI’s historical financial statements included in the Amendment No. 1 to the Current Report in Form 8-K/A for the fiscal year ended September 30, 2011 as an Exhibit in that Current Report as filed with the SEC on January 9, 2013.

Fair Value of Financial Instruments

The Company follows paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments and paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses approximate their fair values because of the short maturity of these instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

It is not, however, practical to determine the fair value of advances from stockholders, if any, due to their related party nature.

Carrying Value, Recoverability and Impairment of Long-Lived Assets

The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include property and equipment, intangible assets inclusive of website development costs, exclusive licenses, trademark, acquired technologies, non-compete agreements, and goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets.  Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.  If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes.  The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

The impairment charges, if any, is included in operating expenses in the accompanying statements of operations.

Fiscal Year End

The Company elected September 30^th as its fiscal year end date upon its formation.

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company follows paragraph 310-10-50-9 of the FASB Accounting Standards Codification to estimate the allowance for doubtful accounts. The Company performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and economic conditions.

Outstanding account balances are reviewed individually for collectability.  The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Bad debt expense is included in general and administrative expenses, if any.  Pursuant to paragraph 310-10-50-2 of the FASB Accounting Standards Codification account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.  The Company has adopted paragraph 310-10-50-6 of the FASB Accounting Standards Codification and determine when receivables are past due or delinquent based on how recently payments have been received.

There was no allowance for doubtful accounts at September 30, 2012 or 2011.

The Company does not have any off-balance-sheet credit exposure to its customers at September 30, 2012 or 2011.

Property and Equipment

Property and equipment is recorded at cost.  Expenditures for major additions and betterments are capitalized.  Maintenance and repairs are charged to operations as incurred.  Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful lives.  Upon sale or retirement, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations.

Leasehold improvements, if any, are amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter.  Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts.

Leases

Lease agreements are evaluated to determine whether they are capital leases or operating leases in accordance with paragraph 840-10-25-1 of the FASB Accounting Standards Codification (“Paragraph 840-10-25-1”).  When substantially all of the risks and benefits of property ownership have been transferred to the Company, as determined by the test criteria in Paragraph 840-10-25-1, the lease then qualifies as a capital lease.  Capital lease assets are depreciated on a straight line method, over the capital lease assets estimated useful lives consistent with the Company’s normal depreciation policy for tangible fixed assets.  Interest charges are expensed over the period of the lease in relation to the carrying value of the capital lease obligation.

Rent expense for operating leases, which may include free rent or fixed escalation amounts in addition to minimum lease payments, is recognized on a straight-line basis over the duration of each lease term.

Intangible Assets Other Than Goodwill

The Company has adopted paragraph 350-30-25-3 of the FASB Accounting Standards Codification for intangible assets other than goodwill.  Under the requirements, the Company amortizes the acquisition costs of intangible assets other than goodwill inclusive of website development costs, exclusive licenses, trademark, acquired technologies, and non-compete agreements on a straight-line basis over their relevant estimated useful lives.  Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts.

Goodwill

Goodwill represents the excess of the cost of an acquired entity over the fair value of the net assets at the date of acquisition. Under paragraph 350-20-35-1 of the FASB Accounting Standards Codification, goodwill acquired in a business combination with indefinite useful lives are not amortized; rather, goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate the asset might be impaired.

Customer Deposits

Customer deposits primarily represent amounts received from customers for future delivery of products, which are fully or partially refundable depending upon the terms and conditions of the sales agreements.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the Related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Product Warranty

The Company estimates future costs of warranty obligations in accordance with ASC 460-10, which requires an entity to disclose and recognize a liability for the fair value of the obligation it assumes upon issuance of a warranty.  The Company warrants most of its products for a specific period of time, usually 12 months, against material defects.  The Company provides for the estimated future costs of warranty obligations in cost of revenues when the related revenues are recognized.  The accrued warranty costs represent the best estimate at the time of sale of the total costs that the Company will incur to repair or replace product parts that fail while still under warranty. The amount of the accrued estimated warranty costs obligation for established products is primarily based on historical experience as to product failures adjusted for current information on repair costs. For new products, estimates include the historical experience of similar products, as well as reasonable allowance for warranty expenses associated with new products. On a quarterly basis, the Company reviews the accrued warranty costs and updates the historical warranty cost trends, if required.

Commitment and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.  The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.  In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements.  If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.  Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Revenue Recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company will recognize 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:  The Company derives its revenues from sales contracts with customers with revenues being generated upon the shipment of merchandise.  Persuasive evidence of an arrangement is demonstrated via sales invoice or contract; product delivery is evidenced by warehouse shipping log as well as a signed bill of lading from the vessel or rail company and title transfers upon shipment, based on free on board (“FOB”) warehouse terms; the sales price to the customer is fixed upon acceptance of the signed purchase order or contract and there is no separate sales rebate, discount, or volume incentive.  When the Company recognizes revenue, no provisions are made for returns because, historically, there have been very few sales returns and adjustments that have impacted the ultimate collection of revenues.

(ii)   Patient Services:  The Company derives its revenues from the patient services it provides. Deferred revenues are recorded at the time patients pay prior to services being rendered. The Company recognizes revenues as services are provided, which typically is over a period of three (3) to five (5) months. The Company’s clients sign a contract prior to any service. Clients who wish to pay for the full package in advance receive a discount ranging from 10% to 15% depending on the package of the services chosen. In the majority of cases, payments are collected before all services are rendered. The client signs an agreement stating that they are required to complete treatment within one (1) year or remaining unused treatments are forfeited. In addition, the contract stipulates that if the client does not appear for treatment for a period of six (6) consecutive months, their package is placed into abandonment. In such a case the Company retains all payments and is able to pursue any balances.

Shipping and Handling Costs

The Company accounts for shipping and handling fees in accordance with paragraph 605-45-45-19 of the FASB Accounting Standards Codification.  While amounts charged to customers for shipping products are included in revenues, the related costs are classified in cost of goods sold as incurred.

Stock-Based Compensation for Obtaining Employee Services

The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.  The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.  If shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model.  The ranges of assumptions for inputs are as follows:

·Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding.  Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments.  Pursuant to paragraph 718-10-S99-1, it may be appropriate to use the simplified method, i.e., expected term = ((vesting term + original contractual term) / 2), if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. The Company uses the simplified method to calculate expected term of share options and similar instruments as the company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

·Expected volatility of the entity’s shares and the method used to estimate it.  Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index.  The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility.  If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

·Expected annual rate of quarterly dividends.  An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments.

·Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used.  The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.

The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award.

Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services

The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”).

Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.  The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model.  The ranges of assumptions for inputs are as follows:

·Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments.  The Company uses historical data to estimate holder’s expected exercise behavior.  If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

·Expected volatility of the entity’s shares and the method used to estimate it.  Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index.  The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility.  If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

·Expected annual rate of quarterly dividends.  An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends.  The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments.

·Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used.  The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.

Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic.

Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a stock option that the counterparty has the right to exercise expires unexercised.

Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded.

Income Tax Provision

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income and Comprehensive Income in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes.  Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the fiscal year ended September 30, 2012 or 2011.

Pro Forma Income Tax Information (Unaudited)

The pro forma income tax information, inclusive of income tax rate, income tax provision (benefits), if any, deferred tax assets and valuation allowance on deferred tax assets, presented in the accompanying pro forma combined financial statements and the pro forma income tax note reflect the provision for income tax, based on the combined results of operations of the Company and the acquired entities for the periods presented, which would have been recorded as if the acquisition of the acquired entities had occurred as of the first date of the first period presented.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through stock options and warrants.

The following table shows the number of potentially outstanding dilutive common shares excluded from the diluted net income (loss) per common share calculation as they were anti-dilutive:

	Potentially Outstanding Dilutive Common Shares
	For the Fiscal Year Ended September 30, 2012		For the Fiscal Year Ended September 30, 2011
Convertible note payable
Convertible note payable of $58,000 issued on August 17, 2012 convertible to shares at $0.30 per share		193,334		-
Warrants issuable contingent upon conversion of convertible note payable of $58,000 issued on August 17, 2012 exercisable at $0.45 per share		193,334		-
Sub-total: stock options		386,668		-
Stock options
Stock options issued on September 30, 2010 to the founder of the Company upon formation with an exercise price of $0.01 per share expiring five (5) years from the date of issuance		1,600,000		1,600,000
Stock options issued on November 30, 2010 to the members of board of directors of the Company with an exercise price of $0.01 per share expiring five (5) years from the date of issuance		200,000		200,000
Stock options issued on March 13, 2012  to a consultant with an exercise price of $0.44 per share expiring five (5) years from the date of issuance		50,000		-
Conversion of PSI stock options issued on December 20, 2010 to WCUI stock options upon acquisition of PSI on August 24, 2012 with an exercise price of $1.00 per share expiring ten (10) years from the date of original issuance		750,000		-
Conversion of PSI stock options issued on February 22, 2012 to WCUI stock options upon acquisition of PSI on August 24, 2012 with an exercise price of $2.00 per share expiring ten (10) years from the date of original issuance		650,000		-
Sub-total: stock options		3,250,000		1,800,000

Warrants
Warrants issued on November 10, 2010  to investor in connection with the Company’s November 10, 2010 equity financing with an exercise price of $0.01 per share expiring five (5) years from the date of issuance		1,600,000	1,600,000
Remaining warrants issued on November 30, 2010 to investor with an exercise price of $0.01 per share expiring five (5) years from the date of issuance		4,478,334	4,718,334
Warrants issued on November 30 , 2010 for services with an exercise price of $0.01 per share expiring five (5) years from the date of issuance		375,000	375,000
Warrants issued on March 8, 2012 to investor with an exercise price of $0.50 per share expiring five (5) years from the date of issuance		190,000	-
Warrants issued on March 15, 2012 to investor with an exercise price of $0.75 per share expiring five (5) years from the date of issuance		75,000	-
Warrants issued on April 19, 2012 to investor with an exercise price of $1.65 per share expiring five (5) years from the date of issuance		14,545	-
Warrants issued on May 9, 2012 to investor with an exercise price of $2.16 per share expiring five (5) years from the date of issuance		9,091	-
Warrants issued on May 14, 2012 to investors with an exercise price of $2.25 per share expiring five (5) years from the date of issuance		18,182	-
Warrants issued between May 21 and 25, 2012 to investors with an exercise price of $2.31 per share expiring five (5) years from the date of issuance		112,955	-
Warrants on September 25, 2012 to investors with an exercise price of $0.45 per share expiring five (5) years from the date of issuance		336,667	-
Sub-total: warrants		7,209,774	6,693,334
Total potentially outstanding dilutive common shares		10,846,442	8,493,334
%	%

Cash Flows Reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Segment Information

The Company follows Topic 280 of the FASB Accounting Standards Codification for segment reporting.  Pursuant to Paragraph 280-10-50-1 an operating segment is a component of a public entity that has all of the following characteristics: a. It engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public entity). b. Its operating results are regularly reviewed by the public entity's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. c. Its discrete financial information is available.  In accordance with Paragraph 280-10-50-5 the term chief operating decision maker identifies a function, not necessarily a manager with a specific title. That function is to allocate resources to and assess the performance of the segments of a public entity. Often the chief operating decision maker of a public entity is its chief executive officer or chief operating officer, but it may be a group consisting of, for example, the public entity's president, executive vice presidents, and others.  Pursuant to Paragraph 280-10-50-4 not every part of a public entity is necessarily an operating segment or part of an operating segment, such as, a corporate headquarters or certain functional departments may not earn revenues or may earn revenues that are only incidental to the activities of the public entity and would not be operating segments. In accordance with Paragraph 280-10-50-22, a public entity shall report a measure of profit or loss and total assets for each reportable segment.

Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recently Issued Accounting Pronouncements

FASB Accounting Standards Update No. 2011-08

In September 2011, the FASB issued the FASB Accounting Standards Update No. 2011-08 “Intangibles—Goodwill and Other: Testing Goodwill for Impairment” (“ASU 2011-08”). This Update is to simplify how public and nonpublic entities test goodwill for impairment. The amendments permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. Under the amendments in this Update, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount.

The guidance is effective for interim and annual periods beginning on or after December 15, 2011. Early adoption is permitted.

FASB Accounting Standards Update No. 2011-11

In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS.

The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.

FASB Accounting Standards Update No. 2012-02

In July 2012, the FASB issued the FASB Accounting Standards Update No. 2012-02 “Intangibles—Goodwill and Other (Topic 350) Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU 2012-02”).

This Update is intended to reduce the cost and complexity of testing indefinite-lived intangible assets other than goodwill for impairment. This guidance builds upon the guidance in ASU 2011-08, entitled Testing Goodwill for Impairment. ASU 2011-08 was issued on September 15, 2011, and feedback from stakeholders during the exposure period related to the goodwill impairment testing guidance was that the guidance also would be helpful in impairment testing for intangible assets other than goodwill. 

The revised standard allows an entity the option to first assess qualitatively whether it is more likely than not (that is, a likelihood of more than 50 percent) that an indefinite-lived intangible asset is impaired, thus necessitating that it perform the quantitative impairment test. An entity is not required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative impairment test unless the entity determines that it is more likely than not that the asset is impaired.

This Update is effective for annual and interim impairment tests performed in fiscal years beginning after September 15, 2012.  Earlier implementation is permitted.

Other Recently Issued, but not yet Effective Accounting Pronouncements

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

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Property Equipment (Tables)

12 Months Ended

Sep. 30, 2012

property Equipment (Tables)

TABLE OF PROPERTY EQUIPMENT

Property and equipment, stated at cost, less accumulated depreciation consisted of the following:

	Estimated Useful Life (Years)	September 30, 2012			September 30, 2011
Computer equipment	5	$	12,112		$	-
Furniture and fixture	7		26,808			-
Leasehold improvement	5		15,170			-
Medical and office equipment	5		14,842			1,150
Software	3		32,276			-
			101,208			1,150
Less accumulated depreciation and amortization			(2,533	)		(288	)
		$	91,274		$	862

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Future Minimum Lease Payments (Tables)

12 Months Ended

Sep. 30, 2012

Future Minimum Lease Payments

Future minimum lease payments

Future minimum lease payments required under the non-cancelable operating lease are as follows:

Fiscal year ending September 30:
2013	$	22,914
2014		5,728
	$	28,642

Future minimum lease payments CNS

On August 10, 2010 CNS entered into a non-cancellable sub-lease for office space of approximate 4,552 square feet of rentable area in Tampa, Florida with Teachers Insurance and Annuity Association of America for the benefit of its Separate Real Estate Account, a New York corporation ("Landlord"), effective December 1, 2010, for a period of 65 months from December 1, 2010 through April 30, 2016.  On August 10, 2010, in conjunction with the signing of the lease, CNS deposited (i) $11,364.82 representing one (1) month of base rent for the sixth (6^th) month of the Initial Term) and (ii) $36,939 representing the security deposit into a certificate of deposit as a security deposit upon execution.  The certificate of deposit is forfeitable to the landlord of the facility upon any event of default by CNS.

Future minimum lease payments inclusive of related tax required under the non-cancelable operating lease are as follows:

Fiscal year ending September 30:
2013	$	143,647
2014		147,958
2015		152,402
	$	444,007

Future minimum lease payments PSI

Future minimum lease payments inclusive of related tax required under the non-cancelable operating lease are as follows:

Fiscal year ending September 30:
2013	$	28,890
2014		6,420
	$	35,310

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Future Minimum Rental Payments (Details) (USD $)	12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2012
Future minimum lease payments required under the non-cancelable operating lease WCUI		$ 5,728	$ 22,914
Future minimum lease payments required under the non-cancelable operating lease CNS	152,402	147,958	143,647
Future minimum lease payments required under the non-cancelable operating lease PSI		6,420	28,890
Total Future minimum lease payments WCUI				28,642
Total Future minimum lease payments CNS				444,007
Total Future minimum lease payments PSI				$ 35,310

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Consolidated Balance Sheets (USD $)	Sep. 30, 2012	Sep. 30, 2011
Current Assets
Cash	$ 116,204	$ 175
Accounts receivable	4,200	0
Total Current Assets	120,404	175
Property and Equipment
Property and equipment	101,207	1,150
Accumulated depreciation	(9,933)	(288)
Property and equipment, net	91,274	862
Website Development Cost
Website development cost	17,809	0
Accumulated amortization Website development cost	(2,898)	0
Website development cost, net	14,911	0
Exclusive Licenses
Exclusive licenses	5,000	0
Accumulated amortization Exclusive licenses	(438)	0
Exclusive licenses, net	4,562	0
Acquired Technologies
Acquired technologies	2,420,000	0
Accumulated amortization Acquired technologies	(11,437)	0
Acquired technologies, net	2,408,563	0
Non-Compete Agreements
Non-compete agreements	240,000	0
Accumulated amortization Non-compete agreements	(9,166)	0
Non-compete agreements, net	230,834	0
Trademarks
Trademarks	740,000	0
Accumulated amortization Trademarks	(9,538)	0
Trademarks, net	730,462	0
Other Assets
Goodwill	4,584,648	0
Security deposits	38,699	0
Total other assets	4,623,347	0
Total Assets	8,224,357	1,037
Current Liabilities
Accounts payable	293,721	0
Accrued interest - related parties	4,617	0
Accrued payroll - officers	53,825	0
Accrued warranty	12,000	0
Credit cards payable	105,322	0
Current portion of deferred rent	11,363	0
Advances from related parties	278,909	134,875
Customer deposits	25,000	0
Note payable	20,000	0
Note payable - related party	37,139	0
Convertible note payable - stockholder	58,000	0
Sales tax payable	2,940	0
Accrued expenses and other current liabilities	18,544	3,300
Total Current Liabilities	1,116,688	138,175
Non-Current Liabilities
Deferred rent, net of current portion	29,362	0
Long-term notes payable - Officers	195,308	0
Total Non-Current Liabilities	29,362	0
Total Liabilities	1,146,050	138,175
Commitments and Contingencies
Stockholders' Equity (Deficit)
Common stock: $0.001 par value: 75,000,000 shares authorized; 30,978,237 and 15,030,000 shares issued and outstanding, respectively	30,978	15,030
Additional paid-in capital	7,604,440	58
Accumulated deficit	(557,111)	(152,226)
Total Stockholders' Equity (Deficit)	7,078,307	(137,138)
Total Liabilities and Stockholders' Equity (Deficit)	$ 8,224,357	$ 1,037

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Organization and Operations Acquisitions (Details)	Aug. 24, 2012	Aug. 02, 2012
Issuance of common stock to acquire LLC interests in CNS		7,300,000
Percentage of issuance of shares on total issued and outstanding shares		32.20%
Total Common stock shares issued and outstanding		22,704,773
Issuance of common stock to acquire LLC interests in PSI	7,686,797
Percentage of issuance of shares on total issued and outstanding shares PSI	25.30%
Total Common stock shares issued and outstanding PSI	30,391,570

XML

Consolidated Statements of Cash Flows (USD $)	12 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period	$ (404,885)	$ (109,186)
Adjustments to reconcile net loss to net cash used in operating activities
Common shares issued for compensation and services	30,800	825
Warrants and options issued for compensation and services	7,132	58
Depreciation expense	9,645	288
Amortization expense	33,039	0
Changes in operating assets and liabilities:
Accounts receivables.	(4,200)	0
Inventories.	12,694	0
Prepayments and other current assets.	17,278	16,500
Accounts payables.	17,290	0
Accrued interest - related party.	1,101	0
Accrued salary - officers.	53,825	0
Accrued warranty.	2,400	0
Credit cards payables.	(2,884)	0
Deferred rent .	(1,894)	0
Sales tax payables.	2,940	0
Accrued expenses and other current liabilities.	12,535	300
NET CASH USED IN OPERATING ACTIVITIES	(213,184)	(91,215)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired from business acquisitions	23,126	0
Purchases of property, plan and equipment	(642)	(1,150)
Website development cost.	(17,809)	0
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	4,675	(1,150)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from (repayments to) related parties	(109,960)	81,800
Convertible note payable - stockholder	58,000	0
Repayments of Long-term notes payable	(900)	0
Sales of common stock and warrants	374,998	10,540
Proceeds from exercise of warrants	2,400	0
NET CASH PROVIDED BY FINANCING ACTIVITIES	324,538	92,340
EFFECT OF EXCHANGE RATE CHANGES ON CASH	0	0
NET CHANGE IN CASH	116,029	(25)
Cash at beginning of the year	175	200
Cash at end of the year	116,204	175
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid	0	0
Income tax paid	0	0
NON CASH FINANCING AND INVESTING ACTIVITIES:
Issuance of common stock for acquisition of CNS	3,100,000	0
Issuance of common stock for acquisition of PSI	$ 4,105,000	$ 0

XML

Net deferred tax assets - non-current (Details) (USD $)	Sep. 30, 2012	Sep. 30, 2011
Expected income tax benefit from NOL carry-forwards	$ 189,418	$ 51,757
Less: valuation allowance	(189,418)	(51,757)
Deferred tax assets, net of valuation allowance	0	0
Net increase in valuation allowance for the fiscal year ended	$ 137,611	$ 37,123

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Summary of Acquired Technologies (Tables)

12 Months Ended

Sep. 30, 2012

Summary of Acquired Technologies

Summary of Acquired Technologies

Acquired technologies, stated at cost, less accumulated amortization, consisted of the following:

	September 30, 2012			September 30, 2011
CNS
Acquired technologies	$	325,000		$	-
Accumulated amortization		(2,708	)		(-	)
		322,292			-
PSI
Acquired technologies		2,095,000			-
Accumulated amortization		(8,729	)		(-	)
		2,086,271			-
Total
Acquired technologies		2,420,000			-
Accumulated amortization		(11,437	)		(-	)
	$	2,408,563		$	-

XML

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Sep. 30, 2012

Summary of Significant Accounting Policies (Policies)

Basis of Presentation

Basis of Presentation

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principles of Consolidation

Principles of Consolidation

The Company applies the guidance of Topic 810 “Consolidation” of the FASB Accounting Standards Codification ("ASC") to determine whether and how to consolidate another entity.  Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8 the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation.  The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, in which the parent’s power to control exists.

The consolidated financial statements include all accounts of the Company as of September 30, 2012 and 2011 and for the fiscal year then ended, all accounts of CNS as of September 30, 2012 and for the period from August 2, 2012 (date of acquisition) through September 30, 2012 and all accounts of PSI as of September 30, 2012 and for the period from August 24, 2012 (date of acquisition) through September 30, 2012 as follows:

Entity	Jurisdiction or Place of Incorporation	Attributable Interest
CNS Wellness Florida, LLC	The State of Florida	100%
Psoria-Shield Inc.	The State of Florida	100%

All inter-company balances and transactions have been eliminated.

Reclassification

Reclassification

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.   These reclassifications had no effect on reported losses.

Use of Estimates and Assumptions

Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The Company’s significant estimates and assumptions include the fair value of businesses acquired and the allocation of the purchase prices of acquired entities to the tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest, based on their estimated fair values for each acquisition; the fair value of financial instruments; allowance for doubtful accounts; the carrying value, recoverability and impairment, if any, of long-lived assets, including the values assigned to and the estimated useful lives of property and equipment, intangible assets other than goodwill; expected term of share options and similar instruments, expected volatility of the entity’s common shares and the method used to estimate it, expected annual rate of quarterly dividends, and risk free rate(s); revenue recognized or recognizable, sales returns and allowances; income tax rate, income tax provision, deferred tax assets and the valuation allowance on deferred tax assets, and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.

Business Combinations

Business Combinations

The Company applies Topic 805 “Business Combinations” of the FASB Accounting Standards Codification (formerly Statement of Financial Accounting Standards No. 141 (R) “Business Combinations” (“SFAS No. 141(R)”)) for transactions that represent business combinations to be accounted for under the acquisition method.  Pursuant to ASC Paragraph 805-10-25-1 in order for a transaction or other event to be considered as a business combination it is required that the assets acquired and liabilities assumed constitute a business. Upon determination of transactions representing business combinations the Company then (i) identifies the accounting acquirer; (ii) identifies and estimates the fair value of the identifiable tangible and intangible assets acquired, separately from goodwill; (iii) estimates the business enterprise value of the acquired entities; (iv) allocates the purchase price of acquired entities to the tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values at the date of acquisition.  The excess of the liabilities assumed and the purchase price over the assets acquired was recorded as goodwill and the excess of the assets acquired over the liabilities assumed and the purchase price was recorded as a gain from bargain purchase.

Identification of the Accounting Acquirer

The Company used the existence of a controlling financial interest to identify the acquirer—the entity that obtains control of the acquiree in accordance with ASC paragraph 805-20-25-5 and identifies the acquisition date, which is the date on which it obtains control of the acquiree in accordance with ASC paragraph 805-20-25-6.  The date on which the acquirer obtains control of the acquiree generally is the date on which the acquirer legally transfers the consideration, acquires the assets, and assumes the liabilities of the acquiree—the closing date.

Intangible Assets Identification, Estimated Fair Value and Useful Lives

In accordance with ASC Section 805-20-25 as of the acquisition date, the acquirer shall recognize, separately from goodwill, the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions specified in ASC paragraphs 805-20-25-2 through 25-3.

The recognized intangible assets of the acquiree were valued through the use of the market, income and/or cost approach, as appropriate. The Company utilizes the income approach on a debt-free basis to estimate the fair value of the identifiable assets acquired in the acquiree at the date of acquisition with the assistance of the third party valuation firm.  This method eliminates the effect of how the business is presently financed and provides an indication of the value of the total invested capital of the Company or its business enterprise value.

Business Enterprise Valuation

The Company utilizes the income approach – discounted cash flows method to estimate the business enterprise value with the assistance of the third party valuation firm.  The income approach considers a given company's future sales, net cash flow and growth potential.  In valuing the business enterprise value of business acquired, the Company forecasted sales and net cash flow for the acquiree for five (5) years into the future and used a discounted net cash flow method to determine a value indication of the total invested capital of the acquiree. The basic method of forecasting involves using past experience to forecast the future. The next step was to discount these projected net cash flows to their present values.  One of the key elements of the income approach is the discount rate used to discount the projected cash flows to their present values.  Determining an appropriate discount rate is one of the more difficult parts of the valuation process.  The applicable rate of return or discount rate, the rate investors in closely-held companies require as a condition of purchase, varies from time to time, depending on economic and other conditions.  The discount rate is determined after considering the overall risk of the investment, which includes: (1) operating and financial risk in the business enterprise or asset; (2) current and projected profitability and growth; (3) risk of the respective industry; and (4) the equity risk premium relative to Treasury bonds.  The discount rate is also affected by an analyst's judgment regarding the credibility of the income projections.  The discount rate rises as the projections become increasingly optimistic, or falls as the degree of certainty increases.

Inherent Risk in the Estimates

Management makes estimates of fair values based upon assumptions believed to be reasonable.  These estimates are based on historical experience and information obtained from the management of the acquired companies. Critical estimates in valuing certain of the intangible assets include but are not limited to: future expected cash flows from revenues, customer relationships, key management and market positions, assumptions about the period of time the acquired trade names will continue to be used in the Company’s combined portfolio of products and/or services, and discount rates used to establish fair value.  These estimates are inherently uncertain and unpredictable.  Assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur which may affect the accuracy or validity of such assumptions, estimates or actual results.

Pro Forma Financial Information (Unaudited)

The pro forma financial information presented in the relevant note combined the financial position or the results of operations of the Company and acquired entities as if the acquisition of the acquired entities had occurred as of the first date of the first period presented.

The pro forma combined financial statements have been prepared and presented by management for illustrative purposes only and are not necessarily indicative of the combined financial position or combined results of operations in future periods or the results that actually would have been realized had the Company and acquired entities been a combined company during the specified periods. The pro forma adjustments are based on the information available at the time of the preparation of this document and assumptions that management believe are reasonable.  The pro forma combined financial information, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with the Company’s historical financial statements included in its Annual Report in Form 10-K for the fiscal year ended September 30, 2012 as filed with United States Securities and Exchange Commission (“SEC”) herewith, its Annual Report in Form 10-K for the fiscal year ended September 30, 2011 as filed with United States Securities and Exchange Commission (“SEC”) on December 13, 2011, CNS’s historical financial statements included in the Amendment No. 1 to the Current Report in Form 8-K/A for the fiscal year ended September 30, 2011 as an Exhibit in that Current Report as filed with the SEC on October 23, 2012, and PSI’s historical financial statements included in the Amendment No. 1 to the Current Report in Form 8-K/A for the fiscal year ended September 30, 2011 as an Exhibit in that Current Report as filed with the SEC on January 9, 2013.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company follows paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments and paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses approximate their fair values because of the short maturity of these instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

It is not, however, practical to determine the fair value of advances from stockholders, if any, due to their related party nature.

Carrying Value, Recoverability and Impairment of Long-Lived Assets

Carrying Value, Recoverability and Impairment of Long-Lived Assets

The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include property and equipment, intangible assets inclusive of website development costs, exclusive licenses, trademark, acquired technologies, non-compete agreements, and goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets.  Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.  If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes.  The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

The impairment charges, if any, is included in operating expenses in the accompanying statements of operations.

Fiscal Year End

Fiscal Year End

The Company elected September 30^th as its fiscal year end date upon its formation.

Cash Equivalents

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company follows paragraph 310-10-50-9 of the FASB Accounting Standards Codification to estimate the allowance for doubtful accounts. The Company performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and economic conditions.

Outstanding account balances are reviewed individually for collectability.  The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Bad debt expense is included in general and administrative expenses, if any.  Pursuant to paragraph 310-10-50-2 of the FASB Accounting Standards Codification account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.  The Company has adopted paragraph 310-10-50-6 of the FASB Accounting Standards Codification and determine when receivables are past due or delinquent based on how recently payments have been received.

There was no allowance for doubtful accounts at September 30, 2012 or 2011.

The Company does not have any off-balance-sheet credit exposure to its customers at September 30, 2012 or 2011.

Property and Equipment

Property and Equipment

Property and equipment is recorded at cost.  Expenditures for major additions and betterments are capitalized.  Maintenance and repairs are charged to operations as incurred.  Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful lives.  Upon sale or retirement, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations.

Leasehold improvements, if any, are amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter.  Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts.

Leases

Leases

Lease agreements are evaluated to determine whether they are capital leases or operating leases in accordance with paragraph 840-10-25-1 of the FASB Accounting Standards Codification (“Paragraph 840-10-25-1”).  When substantially all of the risks and benefits of property ownership have been transferred to the Company, as determined by the test criteria in Paragraph 840-10-25-1, the lease then qualifies as a capital lease.  Capital lease assets are depreciated on a straight line method, over the capital lease assets estimated useful lives consistent with the Company’s normal depreciation policy for tangible fixed assets.  Interest charges are expensed over the period of the lease in relation to the carrying value of the capital lease obligation.

Rent expense for operating leases, which may include free rent or fixed escalation amounts in addition to minimum lease payments, is recognized on a straight-line basis over the duration of each lease term.

Intangible Assets Other Than Goodwill

Intangible Assets Other Than Goodwill

The Company has adopted paragraph 350-30-25-3 of the FASB Accounting Standards Codification for intangible assets other than goodwill.  Under the requirements, the Company amortizes the acquisition costs of intangible assets other than goodwill inclusive of website development costs, exclusive licenses, trademark, acquired technologies, and non-compete agreements on a straight-line basis over their relevant estimated useful lives.  Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts.

Goodwill

Goodwill

Goodwill represents the excess of the cost of an acquired entity over the fair value of the net assets at the date of acquisition. Under paragraph 350-20-35-1 of the FASB Accounting Standards Codification, goodwill acquired in a business combination with indefinite useful lives are not amortized; rather, goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate the asset might be impaired.

Customer Deposits

Customer Deposits

Customer deposits primarily represent amounts received from customers for future delivery of products, which are fully or partially refundable depending upon the terms and conditions of the sales agreements.

Related Parties

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the Related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Product Warranty

Product Warranty

The Company estimates future costs of warranty obligations in accordance with ASC 460-10, which requires an entity to disclose and recognize a liability for the fair value of the obligation it assumes upon issuance of a warranty.  The Company warrants most of its products for a specific period of time, usually 12 months, against material defects.  The Company provides for the estimated future costs of warranty obligations in cost of revenues when the related revenues are recognized.  The accrued warranty costs represent the best estimate at the time of sale of the total costs that the Company will incur to repair or replace product parts that fail while still under warranty. The amount of the accrued estimated warranty costs obligation for established products is primarily based on historical experience as to product failures adjusted for current information on repair costs. For new products, estimates include the historical experience of similar products, as well as reasonable allowance for warranty expenses associated with new products. On a quarterly basis, the Company reviews the accrued warranty costs and updates the historical warranty cost trends, if required.

Commitment and Contingencies

Commitment and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.  The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.  In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements.  If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.  Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Revenue Recognition

Revenue Recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company will recognize 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:  The Company derives its revenues from sales contracts with customers with revenues being generated upon the shipment of merchandise.  Persuasive evidence of an arrangement is demonstrated via sales invoice or contract; product delivery is evidenced by warehouse shipping log as well as a signed bill of lading from the vessel or rail company and title transfers upon shipment, based on free on board (“FOB”) warehouse terms; the sales price to the customer is fixed upon acceptance of the signed purchase order or contract and there is no separate sales rebate, discount, or volume incentive.  When the Company recognizes revenue, no provisions are made for returns because, historically, there have been very few sales returns and adjustments that have impacted the ultimate collection of revenues.

(ii)   Patient Services:  The Company derives its revenues from the patient services it provides. Deferred revenues are recorded at the time patients pay prior to services being rendered. The Company recognizes revenues as services are provided, which typically is over a period of three (3) to five (5) months. The Company’s clients sign a contract prior to any service. Clients who wish to pay for the full package in advance receive a discount ranging from 10% to 15% depending on the package of the services chosen. In the majority of cases, payments are collected before all services are rendered. The client signs an agreement stating that they are required to complete treatment within one (1) year or remaining unused treatments are forfeited. In addition, the contract stipulates that if the client does not appear for treatment for a period of six (6) consecutive months, their package is placed into abandonment. In such a case the Company retains all payments and is able to pursue any balances.

Shipping and Handling Costs

Shipping and Handling Costs

The Company accounts for shipping and handling fees in accordance with paragraph 605-45-45-19 of the FASB Accounting Standards Codification.  While amounts charged to customers for shipping products are included in revenues, the related costs are classified in cost of goods sold as incurred.

Stock-based Compensation For Obtaining Employee Services

Stock-Based Compensation for Obtaining Employee Services

The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.  The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.  If shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model.  The ranges of assumptions for inputs are as follows:

·Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding.  Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments.  Pursuant to paragraph 718-10-S99-1, it may be appropriate to use the simplified method, i.e., expected term = ((vesting term + original contractual term) / 2), if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. The Company uses the simplified method to calculate expected term of share options and similar instruments as the company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

·Expected volatility of the entity’s shares and the method used to estimate it.  Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index.  The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility.  If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

·Expected annual rate of quarterly dividends.  An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments.

·Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used.  The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.

The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award.

Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services

Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services

The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”).

Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.  The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model.  The ranges of assumptions for inputs are as follows:

·Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments.  The Company uses historical data to estimate holder’s expected exercise behavior.  If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

·Expected volatility of the entity’s shares and the method used to estimate it.  Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index.  The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility.  If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

·Expected annual rate of quarterly dividends.  An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends.  The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments.

·Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used.  The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.

Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic.

Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a stock option that the counterparty has the right to exercise expires unexercised.

Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded.

Income Tax Provision

Income Tax Provision

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income and Comprehensive Income in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes.  Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the fiscal year ended September 30, 2012 or 2011.

Pro Forma Income Tax Information (Unaudited)

The pro forma income tax information, inclusive of income tax rate, income tax provision (benefits), if any, deferred tax assets and valuation allowance on deferred tax assets, presented in the accompanying pro forma combined financial statements and the pro forma income tax note reflect the provision for income tax, based on the combined results of operations of the Company and the acquired entities for the periods presented, which would have been recorded as if the acquisition of the acquired entities had occurred as of the first date of the first period presented.

Net Income loss Per Common Share

Net Income (Loss) per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through stock options and warrants.

The following table shows the number of potentially outstanding dilutive common shares excluded from the diluted net income (loss) per common share calculation as they were anti-dilutive:

	Potentially Outstanding Dilutive Common Shares
	For the Fiscal Year Ended September 30, 2012		For the Fiscal Year Ended September 30, 2011
Convertible note payable
Convertible note payable of $58,000 issued on August 17, 2012 convertible to shares at $0.30 per share		193,334		-
Warrants issuable contingent upon conversion of convertible note payable of $58,000 issued on August 17, 2012 exercisable at $0.45 per share		193,334		-
Sub-total: stock options		386,668		-
Stock options
Stock options issued on September 30, 2010 to the founder of the Company upon formation with an exercise price of $0.01 per share expiring five (5) years from the date of issuance		1,600,000		1,600,000
Stock options issued on November 30, 2010 to the members of board of directors of the Company with an exercise price of $0.01 per share expiring five (5) years from the date of issuance		200,000		200,000
Stock options issued on March 13, 2012  to a consultant with an exercise price of $0.44 per share expiring five (5) years from the date of issuance		50,000		-
Conversion of PSI stock options issued on December 20, 2010 to WCUI stock options upon acquisition of PSI on August 24, 2012 with an exercise price of $1.00 per share expiring ten (10) years from the date of original issuance		750,000		-
Conversion of PSI stock options issued on February 22, 2012 to WCUI stock options upon acquisition of PSI on August 24, 2012 with an exercise price of $2.00 per share expiring ten (10) years from the date of original issuance		650,000		-
Sub-total: stock options		3,250,000		1,800,000

Warrants
Warrants issued on November 10, 2010  to investor in connection with the Company’s November 10, 2010 equity financing with an exercise price of $0.01 per share expiring five (5) years from the date of issuance		1,600,000	1,600,000
Remaining warrants issued on November 30, 2010 to investor with an exercise price of $0.01 per share expiring five (5) years from the date of issuance		4,478,334	4,718,334
Warrants issued on November 30 , 2010 for services with an exercise price of $0.01 per share expiring five (5) years from the date of issuance		375,000	375,000
Warrants issued on March 8, 2012 to investor with an exercise price of $0.50 per share expiring five (5) years from the date of issuance		190,000	-
Warrants issued on March 15, 2012 to investor with an exercise price of $0.75 per share expiring five (5) years from the date of issuance		75,000	-
Warrants issued on April 19, 2012 to investor with an exercise price of $1.65 per share expiring five (5) years from the date of issuance		14,545	-
Warrants issued on May 9, 2012 to investor with an exercise price of $2.16 per share expiring five (5) years from the date of issuance		9,091	-
Warrants issued on May 14, 2012 to investors with an exercise price of $2.25 per share expiring five (5) years from the date of issuance		18,182	-
Warrants issued between May 21 and 25, 2012 to investors with an exercise price of $2.31 per share expiring five (5) years from the date of issuance		112,955	-
Warrants on September 25, 2012 to investors with an exercise price of $0.45 per share expiring five (5) years from the date of issuance		336,667	-
Sub-total: warrants		7,209,774	6,693,334
Total potentially outstanding dilutive common shares		10,846,442	8,493,334
%	%

Cash Flows Reporting

Cash Flows Reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Segment Information

Segment Information

The Company follows Topic 280 of the FASB Accounting Standards Codification for segment reporting.  Pursuant to Paragraph 280-10-50-1 an operating segment is a component of a public entity that has all of the following characteristics: a. It engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public entity). b. Its operating results are regularly reviewed by the public entity's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. c. Its discrete financial information is available.  In accordance with Paragraph 280-10-50-5 the term chief operating decision maker identifies a function, not necessarily a manager with a specific title. That function is to allocate resources to and assess the performance of the segments of a public entity. Often the chief operating decision maker of a public entity is its chief executive officer or chief operating officer, but it may be a group consisting of, for example, the public entity's president, executive vice presidents, and others.  Pursuant to Paragraph 280-10-50-4 not every part of a public entity is necessarily an operating segment or part of an operating segment, such as, a corporate headquarters or certain functional departments may not earn revenues or may earn revenues that are only incidental to the activities of the public entity and would not be operating segments. In accordance with Paragraph 280-10-50-22, a public entity shall report a measure of profit or loss and total assets for each reportable segment.

Subsequent Events

Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

FASB Accounting Standards Update No. 2011-08

In September 2011, the FASB issued the FASB Accounting Standards Update No. 2011-08 “Intangibles—Goodwill and Other: Testing Goodwill for Impairment” (“ASU 2011-08”). This Update is to simplify how public and nonpublic entities test goodwill for impairment. The amendments permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. Under the amendments in this Update, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount.

The guidance is effective for interim and annual periods beginning on or after December 15, 2011. Early adoption is permitted.

FASB Accounting Standards Update No. 2011-11

In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS.

The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.

FASB Accounting Standards Update No. 2012-02

In July 2012, the FASB issued the FASB Accounting Standards Update No. 2012-02 “Intangibles—Goodwill and Other (Topic 350) Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU 2012-02”).

This Update is intended to reduce the cost and complexity of testing indefinite-lived intangible assets other than goodwill for impairment. This guidance builds upon the guidance in ASU 2011-08, entitled Testing Goodwill for Impairment. ASU 2011-08 was issued on September 15, 2011, and feedback from stakeholders during the exposure period related to the goodwill impairment testing guidance was that the guidance also would be helpful in impairment testing for intangible assets other than goodwill. 

The revised standard allows an entity the option to first assess qualitatively whether it is more likely than not (that is, a likelihood of more than 50 percent) that an indefinite-lived intangible asset is impaired, thus necessitating that it perform the quantitative impairment test. An entity is not required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative impairment test unless the entity determines that it is more likely than not that the asset is impaired.

This Update is effective for annual and interim impairment tests performed in fiscal years beginning after September 15, 2012.  Earlier implementation is permitted.

Other Recently Issued, but not yet Effective Accounting Pronouncements

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

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Summary of Non compete Agreements (Tables)

12 Months Ended

Sep. 30, 2012

Summary of Non compete Agreements

Summary of Non compete Agreements

Non-compete agreements, stated at cost, less accumulated amortization, consisted of the following:

	September 30, 2012			September 30, 2011
CNS
Non-Compete agreements	$	120,000		$	-
Accumulated amortization		(6,666	)		(-	)
		113,334			-
PSI
Non-compete agreement		120,000			-
Accumulated amortization		(2,500	)		(-	)
		117,500			-
Total
Non-compete agreements		240,000			-
Accumulated amortization		(9,166	)		(-	)
	$	230,834		$	-

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Identification of the Accounting Acquirer CNS (Tables)

12 Months Ended

Sep. 30, 2012

Identification of the Accounting Acquirer CNS

Identification of the Accounting Acquirer CNS

The specific control factors considered to determine which entity was the accounting acquirer are as follows:

(i) The ownership interest of each party after the acquisition
WCUI's common shares issued and outstanding prior to CNS acquisition	15,367,273	67.8	%
WCUI's common shares issued to the members of CNS for the acquisition of all of the issued and outstanding limited liability company interests in CNS upon acquisition of CNS	7,300,000	32.2	%
	22,667,273	100.0	%
(ii) The members of the board of directors from both companies
The members of the board of directors from WCUI prior to CNS acquisition	3	60.0	%
The members of the board of directors from CNS upon acquisition of CNS	2	40.0	%
	5	100.0	%
(iii) Senior management from both companies
Senior management from WCUI prior to CNS acquisition	1	100.0	%
Senior management from CNS upon acquisition of CNS	-	-	%
	1	100.0	%

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Organization and Operations

12 Months Ended

Sep. 30, 2012

Organization and Operations

Organization and Operations

Note 1 - Organization and Operations

Wellness Center USA, Inc.

Wellness Center USA, Inc. ("WCUI" or the “Company”) was incorporated on September 30, 2010 under the laws of the State of Nevada. The Company engages in online sports and nutrition supplements marketing and distribution.

Acquisition of CNS-Wellness Florida, LLC

On May 30, 2012, the Company entered into an Exchange Agreement (“Exchange Agreement”) to acquire all of the limited liability company interests in CNS-Wellness Florida, LLC (“CNS”), a Tampa, Florida-based cognitive neuroscience company specializing in the treatment of brain-based behavioral health disorders including developmental, emotional and stress-related problems.

On August 2, 2012, the Company consummated the Exchange Agreement and acquired all of the issued and outstanding limited liability company interests in CNS for and in consideration of the issuance of 7.3 million shares of the Company’s common stock pursuant to the Exchange Agreement.   The 7.3 million common shares issued in connection with the share exchange represented 32.2% of the 22,704,773 shares of issued and outstanding common stock of the Company as of the closing date of the share exchange under the Exchange Agreement.  CNS is now operated as a wholly-owned subsidiary of the Company.

CNS Wellness Florida, LLC, the Successor of Cognitive Neuro Sciences, Inc.

Cognitive Neuro Sciences, Inc., (the ''CNS Predecessor") was incorporated on March 14, 2006 under the laws of the State of Florida. The CNS Predecessor specialized in the treatment of brain-based behavioral health disorders including developmental, emotional and stress-related problems. On May 26, 2009, the stockholders of CNS Predecessor decided to dissolve CNS Predecessor and form a Limited Liability Company (“LLC”) to carry on the business of CNS Predecessor.

CNS Wellness Florida, LLC (“CNS”) was formed on May 26, 2009 under the laws of the State of Florida. The sole purpose of CNS was to carry on the business of CNS Predecessor in the form of an LLC. The assets and liabilities of CNS Predecessor were carried forward to CNS and recorded at the historical cost on the date of conversion.

Acquisition of Psoria-Shield Inc.

On June 21, 2012, the Company entered into an Exchange Agreement (“Exchange Agreement”) to acquire all of the issued and outstanding shares of capital stock in Psoria-Shield Inc. (“PSI”), a Tampa, Florida-based developer and manufacturer of Ultra Violet ("UV") phototherapy devices for the treatment of skin diseases, for and in consideration of the issuance of 7,686,797 shares of common stock in the Company.

On August 24, 2012, the Company consummated the share exchange and acquired all of the issued and outstanding shares of stock in PSI for and in consideration of the issuance of 7,686,797 shares of its common stock pursuant to the Exchange Agreement.  The 7,686,797 common shares issued in connection with the share exchange represented 25.3% of the 30,391,570 shares of issued and outstanding common stock of the Company as of the closing date of the share exchange under the Exchange Agreement. PSI is now operated as a wholly-owned subsidiary of the Company.

Psoria-Shield Inc.

Psoria-Shield Inc. (“PSI”) was incorporated on June 17, 2009 under the laws of the State of Florida. PSI engages in the business of research and development, manufacturing, and marketing and distribution of Ultra Violet ("UV") phototherapy devices for the treatment of skin diseases.

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Consolidated Balance Sheets Parentheticals (USD $)	Sep. 30, 2012	Sep. 30, 2011
Common Stock, par or stated value	$ 0.001	$ 0.001
Common Stock, shares authorized	75,000,000	75,000,000
Common Stock, shares issued	30,978,237	15,030,000
Common Stock, shares outstanding	30,978,237	15,030,000

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Stockholder Equity (Deficit)

12 Months Ended

Sep. 30, 2012

Stockholder Equity (Deficit)

Stockholder Equity (Deficit)

Note 11 – Stockholders’ Equity (Deficit)

Shares Authorized

Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is Seventy Five Million (75,000,000) shares of which Seventy Five Million (75,000,000) shares shall be Common Stock, par value $.001 per share.

Common Stock

Issuance of Common Stock or Equity Units for Obtaining Employee Services

Upon formation the Company issued to the Company’s founder (i) 3,665,000 shares of its common stock valued at par, or $3,665 and (ii) an option to purchase 1,600,000 shares of its common stock with an exercise price of $0.01 per share expiring five (5) years from the date of issuance valued at nil, on the date of grant, as officer's compensation.

Sale of Common Stock or Equity Units

On November 10, 2010 the Company issued (i) 2,557,500 shares of its common stock and (ii) warrants to purchase 1,600,000 shares of common stock with an exercise price of $0.01 per share expiring five (5) years from the date of issuance for $2,557.50 in cash.  No value was allocated to the warrants due to the fact that the equity units were sold at par value of $0.001 per unit.

On November 30, 2010 the Company issued (i) 7,982,500 shares of its common stock and (ii) warrants to purchase 4,718,334 shares of common stock with an exercise price of $0.01 per share expiring five (5) years from the date of issuance for $7,982.50 in cash.  No value was allocated to the warrants due to the fact that the equity units were sold at par value of $0.001 per unit.

On March 8, 2012 the Company issued (i) 95,000 shares of its common stock and (ii) warrants to purchase 190,000 shares of common stock with an exercise price of $0.50 per share expiring five (5) years from the date of issuance. The units were sold at $0.50 per unit consisting one common share and the warrant to purchase two (2) common shares for an aggregate of $47,500, $22,848 and $24,652 of which were allocated as the relative fair value of the common stock and warrants, respectively.

On March 15, 2012 the Company issued (i) 75,000 shares of its common stock and (ii) warrants to purchase 75,000 shares of common stock with an exercise price of $0.75 per share expiring five (5) years from the date of issuance. The units were sold at $0.75 per unit consisting of one common share and a warrant to purchase one (1) common share for an aggregate of $56,250, $36,450 and $19,800 of which were allocated as the relative fair value of the common stock and warrants, respectively.

On April 19, 2012 the Company issued (i) 14,545 shares of its common stock and (ii) warrants to purchase 14,545 shares of common stock with an exercise price of $1.65 per share expiring five (5) years from the date of issuance. The units were sold at $1.10 per unit consisting of one common share and a warrant to purchase one (1) common share for an aggregate of $16,000, $ 11,088 and $4,912 of which were allocated as the relative fair value of the common stock and warrants, respectively.

On May 9, 2012 the Company issued (i) 9,091 shares of its common stock and (ii) warrants to purchase 9,091 shares of common stock with an exercise price of $2.16 per share expiring five (5) years from the date of issuance. The units were sold at $1.10 per unit consisting of one common share and a warrant to purchase one (1) common share for an aggregate of $10,000, $ 7,250 and $2,750 of which were allocated as the relative fair value of the common stock and warrants, respectively.

On May 14, 2012 the Company issued (i) 18,182 shares of its common stock and (ii) warrants to purchase 18,182 shares of common stock with an exercise price of $2.25 per share expiring five (5) years from the date of issuance. The units were sold at $1.10 per unit consisting of one common share and a warrant to purchase one (1) common share for an aggregate of $20,000, $14,600 and $5,400 of which were allocated as the relative fair value of the common stock and warrants, respectively.

Between May 21 and May 25, 2012 the Company issued (i) 112,955 shares of its common stock and (ii) warrants to purchase 112,955 shares of common stock with an exercise price of $2.31 per share expiring five (5) years from the date of issuance. The units were sold at $1.10 per unit consisting of one common share and a warrant to purchase one (1) common share for an aggregate of $124,251, $ 91,200 ($0.81 per common share) and $ 33,051 ($0.29 per warrant share) of which were allocated as the relative fair value of the common stock and warrants, respectively.

On September 25, 2012 the Company issued (i) 336,667 shares of its common stock and (ii) warrants to purchase 336,667 shares of common stock with an exercise price of $0.45 per share expiring five (5) years from the date of issuance. The units were sold at $0.30 per unit consisting of one common share and a warrant to purchase one (1) common share for an aggregate of $101,000, $69,589 and $31,411 of which were allocated as the relative fair value of the common stock and warrants, respectively.

On September 25, 2012, four shareholders exercised a total of 240,000 warrants to purchase 240,000 share of common stock with exercise price $0.01 per share for an aggregate of $2,400.

Issuance of Common Stock or Equity Units to Parties Other Than Employees for Acquiring Goods or Services

On November 30, 2010 the Company issued (i) 375,000 shares of its common stock, valued at $375 on the date of issuance and (ii) warrants to purchase 375,000 shares of common stock with an exercise price of $0.01 per share expiring five (5) years from the date of issuance, valued at $38 on the date of issuance for services.

On November 30, 2010 the Company issued 250,000 shares of its common stock to consultants pursuant to an agreement, valued at $250 on the date of issuance for future professional services, which was cancelled on June 16, 2011.

On November 30, 2010 the Company issued (i) 200,000 shares of its common stock, valued at $200 on the date of issuance and (ii) options to purchase 200,000 shares of common stock with an exercise price of $0.01 per share expiring five (5) years from the date of issuance, valued at $20 on the date of issuance to the newly appointed members of the board of directors as compensation.

On June 30, 2011 the Company issued 125,000 shares each or 250,000 shares of its common stock in aggregate, valued at $250 on the date of issuance to the two (2) outside members of the board of directors as compensation.

On March 13, 2012, the Company entered into a consulting agreement (the "Consulting Agreement"), with a Consultant (the "Consultant”). Under the terms of the Consulting Agreement, the Company agreed to retain the Consultant and the Consultant agreed to identify possible sources of working capital for the Company for a period of one (1) year from the date of signing.  As consideration for the services, the Company granted (i) 50,000 shares of its common stock and (ii) options to purchase 50,000 shares of common stock with an exercise price of $0.44 per share expiring five (5) years from the date of issuance to the Consultant.  The common shares and warrants are earned ratably over the term of the Consulting Agreement, every three (3) months, and the unearned shares are forfeitable in the event of nonperformance by the Consultant. Pursuant to Paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the date of issuance and no entry should be recorded.  12,500 common shares and an option to purchase 12,500 common shares with an exercise price of $0.44 per share each are to be earned on a quarterly basis. For the quarter ended June 30, 2012, 12,500 common shares were earned and valued at $1.10 per share, or $13,750 and the option to purchase 12,500 common shares was earned and valued at $3,565.  For the quarter ended September 30, 2012, 12,500 common shares were earned and valued at $0.30 per share, or $3,750 and option to purchase 12,500 common shares earned and valued at $3,565.

On August 2, 2012, the Company consummated the Exchange Agreement and acquired all of the issued and outstanding limited liability company interests in CNS for and in consideration of the issuance of 7.3 million shares of the Company’s common stock pursuant to the Exchange Agreement.

On August 24, 2012, the Company consummated the share exchange and acquired all of the issued and outstanding shares of stock in PSI for and in consideration of the issuance of 7,686,797 shares of its common stock pursuant to the Exchange Agreement.

On September 11, 2012, the Company entered into a consulting agreement (the "Consulting Agreement"), with a consulting firm (the "Consultant”). Under the terms of the Consulting Agreement, the Company agreed to retain the Consultant and the Consultant agreed to identify possible sources of working capital for the Company for a period of one (1) year from the date of signing.  As consideration for the services, the Company will pay the consultant monthly for four terms (1) cash of $8,000 each month for the first term of three months; grant 35,000 common shares monthly for the first term of three months to the Consultant. (2) cash of $10,000 each month for the second term of three months; grant 30,000 common shares monthly for the second term of three months. (3) cash of $17,000 each month for the third term of three months; grant 25,000 common shares monthly for the third term of three  months.(4) cash of $20,000 each month for the fourth term of three months; grant 20,000 common shares monthly for the fourth term of three months. For the quarter ended September 30, 2012, the Company paid $8,000 cash and issued 35,000 common shares which were valued at $0.38 per share, or $13,300.

Stock Options

2010 Non-Qualified Stock Option Plan (“2010 Option Plan”)

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.

Pursuant to Section 7 - Adjustments or Changes in Capitalization of the Stock Option Plan, the number of shares to be received upon the exercise of the option and the exercise price to be paid for a share hereinafter sometimes referred to as “Exercise Price” which may be adjusted from time to time as hereinafter as follows:

7.1  In the event that the outstanding Common Shares of the Company are hereafter changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of merger, consolidation, other reorganization, recapitalization, reclassification, combination of shares, stock split-up or stock dividend:

A.    Prompt, proportionate, equitable, lawful and adequate adjustment shall be made of the aggregate number and kind of shares subject to Stock Options which may be granted under the Plan, such that the Optionee shall have the right to purchase such Common Shares as may be issued in exchange for the Common Shares purchasable on exercise of the NQSO had such merger, consolidation, other reorganization, recapitalization, reclassification, combination of shares, stock split-up or stock dividend not taken place;

B.    Rights under unexercised Stock Options or portions thereof granted prior to any such change, both as to the number or kind of shares and the exercise price per share, shall be adjusted appropriately, provided that such adjustments shall be made without change in the total exercise price applicable to the unexercised portion of such NQSO’s but by an adjustment in the price for each share covered by such NQSO’s; or

C.    Upon any dissolution or liquidation of the Company or any merger or combination in which the Company is not a surviving corporation, each outstanding Stock Option granted hereunder shall terminate, but the Optionee shall have the right, immediately prior to such dissolution, liquidation, merger or combination, to exercise his NQSO in whole or in part, to the extent that it shall not have been exercised, without regard to any installment exercise provisions in such NQSO.

7.2  The foregoing adjustments and the manner of application of the foregoing provisions shall be determined solely by the Committee, whose determination as to what adjustments shall be made and the extent thereof, shall be final, binding and conclusive. No fractional Shares shall be issued under the Plan on account of any such adjustments.

The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award.  Additionally, the Company’s policy is to issue new shares of common stock to satisfy stock option exercises.

June 30, 2010 Issuance

On June 30, 2010, upon formation, the Company issued an option to purchase 1,600,000 shares of common stock to the Company’s founder at $0.01 per share.

The stock options were valued using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	June 30, 2010
Expected life (year)		5
Expected volatility (*)		63.78	%
Risk-free rate(s)		1.79	%
Expected dividends		0.00	%

*      As a newly formed entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five (5) comparable public companies listed on NYSE MKT and NASDAQ Capital Market within nutritional supplements industry which the Company plans to engage in to calculate the expected volatility.  The Company calculated those five (5) comparable companies’ historical volatility over the expected life of the options or warrants and averaged them as its expected volatility.

The Company estimated the fair value of the stock options issued under the 2010 Option Plan on the date of grant using the Black-Scholes Option Pricing Model at nil as compensation.

November 30, 2010 Issuance

On November 30, 2010, the Company issued an option to purchase 200,000 shares of common stock to the newly appointed members of the board of directors with an exercise price of $0.01 per share as part of the professional services.

The stock options were valued using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	November 30, 2010
Expected life (year)		5
Expected volatility (*)		63.78	%
Expected annual rate of quarterly dividends		0.00	%
Risk-free rate(s)		1.47	%

*      As a newly formed entity it is not practicable for the Company to estimate the expected volatility of its share price.  The Company selected five (5) comparable public companies listed on NYSE MKT and NASDAQ Capital Market within nutritional supplements industry which the Company plans to engage in to calculate the expected volatility.  The Company calculated those five (5) comparable companies’ historical volatility over the expected life and averaged them as its expected volatility.

The Company estimated the fair value of the stock options on the date of grant using the Black-Scholes Option Pricing Model was $20 at the date of grant.

March 13, 2012 Issuance

On March 13, 2012, the Company issued an option to purchase 50,000 shares of common stock to the consultant with an exercise price of $0.44 per share as part of the future professional services.

The stock options were valued using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	March 13, 2012
Expected life (year)		5
Expected volatility (*)		64.53	%
Expected annual rate of quarterly dividends		0.00	%
Risk-free rate(s)		0.99	%

*      As a newly formed entity it is not practicable for the Company to estimate the expected volatility of its share price.  The Company selected five (5) comparable public companies listed on NYSE MKT and NASDAQ Capital Market within nutritional supplements industry which the Company plans to engage in to calculate the expected volatility.  The Company calculated those five (5) comparable companies’ historical volatility over the expected life and averaged them as its expected volatility.

The Company estimated the fair value of the stock options on the date of grant using the Black-Scholes Option Pricing Model was $14,265 at the date of grant, of which $3,566 were amortized during the quarter ended September 30, 2012.

August 24, 2012 Issuance of WCUI Stock Options for Conversion of PSI Stock Options

On August 24, 2012, the Company converted PSI stock options to WCUI stock options and issued certain options to purchase 1,400,000 shares of its common stock in aggregate with the original terms and conditions to PSI option holders upon the acquisition of PSI. The detailed PSI Stock Options Issuance history is as follows:

On December 22, 2010, PSI granted (i) options to purchase 450,000 shares of its common stock with an exercise price of $1.00 per share expiring ten (10) years from the date of grant to its employees for their services; and (ii) an option to purchase 300,000 shares of its common stock with an exercise price of $1.00 per share expiring ten (10) years from the date of grant to a consultant and a member of its Medical Advisory Board as part of his professional services.

On February 22, 2012, PSI granted (i) options to purchase 410,000 shares of its common stock with an exercise price of $2.00 per share expiring ten (10) years from the date of grant to its employees for their services; and (ii) an option to purchase 240,000 shares of its common stock with an exercise price of $2.00 per share expiring ten (10) years from the date of grant to a consultant and a member of its Medical Advisory Board as part of his professional services.

Summary of the Company’s Stock Option Activities

The table below summarizes the Company’s stock option activities:

	Number of Option Shares		Exercise Price Range Per Share				Weighted Average Exercise Price				Fair Value at Date of Grant		Aggregate Intrinsic Value
Balance, June 30, 2010		1,600,000		$		0.01		$		0.01		*		$		-
Granted		-			-				-						-
Canceled		-			-				-						-
Exercised		-			-				-						-
Expired		-			-				-						-
Balance, September 30, 2010		1,600,000		$		0.01		$		0.01		*		$		-
Granted		200,000				0.01				0.01		20				-
Canceled		-			-				-						-
Exercised		-			-				-						-
Expired		-			-				-						-
Balance, September 30, 2011		1,800,000		$		0.01		$		0.01	$	20		$		-
Granted		50,000				0.44				0.44		14,265				-
Granted		750,000				1.00				1.00		417,570				-
Granted		650,000				2.00				2.00		745,382				-
Canceled		-			-				-						-
Exercised		-			-				-						-
Expired		-			-				-						-
Balance, September 30, 2012		3,250,000		$		0.01 - 2.00		$		0.64	$	1,177,237		$		-
Vested and exercisable, September 30, 2012		3,225,000		$		0.01 - 2.00		$		0.64	$	1,170,105		$		-
Unvested, September 30, 2012		25,000		$		0.01		$		0.44	$	7,133		$		-

* - nil

The following table summarizes information concerning outstanding and exercisable options as of September 30, 2012:

	Options Outstanding							Options Exercisable
Range of Exercise Prices	Number Outstanding			Average Remaining Contractual Life  (in years)		Weighted Average Exercise Price		Number Exercisable		Average Remaining Contractual Life  (in years)		Weighted Average Exercise Price
$0.01		1,600,000			3.00	$	0.01		1,600,000		3.00	$	0.01
$0.01		200,000	.		3.37		0.01		200,000		3.37		0.01
$0.44		50,000			4.70		0.44		12,500		4.70		0.44
$1.00		750,000			8.20		1.00		750,000		8.20		1.00
$2.00		650,000			9.40		2.00		650,000		9.40		2.00
$0.01 - 2.00		3,250,000			5.39	$	0.64		3,212,500		5.39	$	0.64

As of September 30, 2012, there were 4,250,000 shares of stock options remaining available for issuance under the 2010 Plan.

Warrants

November 2010 Issuances

In November 2010, the Company issued (i) warrants to purchase 6,318,334 shares of the Company’s common stock to the investors with an exercise price of $0.01 per share expiring five (5) years from the date of issuance in connection with the sale of common shares in November 2010 (the “2010 Offering”) which were valued at zero due to the fact that those equity units were sold at par of $0.001, (ii) warrants to purchase 375,000 shares of the Company’s common stock to stockholder with an exercise price of $0.01 per share expiring five (5) years from the date of issuance as part of the professional services, valued at $38 on the date of grant, all of which have been earned upon issuance.

Significant terms of the warrants include Section (F) Anti-dilution provisions and (G) Registration rights.

Pursuant to Section (F) Anti-dilution provisions of the warrant, the number of shares to be received upon the exercise of the warrant and the exercise price to be paid for a share hereinafter sometimes referred to as “Exercise Price” which may be adjusted from time to time as hereinafter provided:

(1)   In case the Company shall issue Shares as a dividend upon Shares or in payment of a dividend thereon, or shall subdivide the number of outstanding Shares into a greater number of shares or shall contract the number of outstanding Shares into a lesser number of shares, the Exercise Price then in effect shall be adjusted, effective at the close of business on the record date for the determination of shareholders entitled to receive the same, to the price (computed to the nearest cent) determined by dividing: (a) the product obtained by multiplying the Exercise Price in effect immediately prior to the close of business on such record date by the number of Shares outstanding prior to such dividend, subdivision or contraction; by (b) the sum of the number of Shares outstanding immediately after such dividend, subdivision, or contraction.

(2)   If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provision shall be made whereby the Holder of each Warrant shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in the Warrant and in lieu of the Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented by such Warrant, such Shares, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented by such Warrant had such reorganization, reclassification, consolidation, merger or sale not taken place, and in any such case appropriate provision shall be made with respect to the rights and interest of the Holder to the end that the provisions of the Warrant (including, without limitation, provisions for adjustment of the Exercise Price and of the number of Shares issuable upon the exercise of Warrants) shall thereafter be applicable as nearly as may be practicable in relation to any shares of stock, securities, or assets thereafter deliverable upon exercise of Warrants. The Company shall not affect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase.

(3)   Upon each adjustment of the Exercise Price pursuant to this Section (F), the number of shares of Common Stock specified in each Warrant shall thereupon evidence the right to purchase that number of shares of Common Stock (calculated to the nearest hundredth of a share of Common Stock) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable immediately by the Exercise Price in effect after such adjustment.

(4)   Irrespective of any adjustment of the number or kind of securities issuable upon exercise of Warrants or the Exercise Price, Warrants theretofore or thereafter issued may continue to express the same number of Shares and Exercise Price as are stated in similar Warrants previously issued.

(5)   The Company may, at its sole option, retain the independent public accounting firm regularly retained by the Company, or another firm of independent public accountants of recognized standing selected by the Company's Board of Directors, to make any computation required under this Section (F) and a certificate signed by such firm shall be conclusive evidence of any computation made under this Section (F).

(6)   Whenever there is an adjustment in the Exercise Price or in the number or kind of securities issuable upon exercise of the Warrants, or both, as provided in this Section (F), the Company shall: (i) promptly file in the custody of its Secretary or Assistant Secretary a certificate signed by the Chairman of the Board or the President or a Vice President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, showing in detail the facts requiring such adjustment and the number and kind of securities issuable upon exercise of each Warrant after such adjustment; and (ii) cause a notice stating that such adjustment has been effected and stating the Exercise Price then in effect and the number and kind of securities issuable upon exercise of each Warrant to be sent to each registered holder of Warrant.

(7)   In addition to the adjustments otherwise set forth in this Section (F), the Company, in its sole discretion, may reduce the Exercise Price or extend the expiration date of the Warrant.

(8)   The Exercise Price and the number of Shares issuable upon exercise of a Warrant shall be adjusted in the manner and only upon the occurrence of the events heretofore specifically referred to in this Section (F).

Pursuant to Section (G) Registration rights of the warrant, the warrant holder shall have piggyback registration rights as set forth in paragraph 12 of that certain Stockholder Subscription Agreement by and between the Company and the warrant holder.

The Company estimated the fair value of the warrants on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	November 10, 2010			November 30, 2010
Expected life (year)		5			5
Expected volatility (*)		63.78	%		63.78	%
Expected annual rate of quarterly dividends		0.00	%		0.00	%
Risk-free rate(s)		1.23	%		1.47	%

*      As a newly formed entity it is not practicable for the Company to estimate the expected volatility of its share price.  The Company selected five (5) comparable public companies listed on NYSE MKT and NASDAQ Capital Market within nutritional supplements industry which the Company plans to engage in to calculate the expected volatility.  The Company calculated those five (5) comparable companies’ historical volatility over the expected life of the options or warrants and averaged them as its expected volatility.

The aggregate fair value of the warrants issued on November 30, 2010 using the Black-Scholes Option Pricing Model was $38 at the date of issuance.

March 2012 Issuances

In March 2012, the Company issued (i) warrants to purchase 265,000 shares, in the aggregate, of the Company’s common stock to the investors with exercise prices ranging from $0.50 to $0.75 per share expiring five (5) years from the date of issuance in connection with the sale of common shares which were valued total $44,452.

Significant terms of the warrants include Section (F) Anti-dilution provisions and (G) Registration rights, same as that included in November 2010 issuances.

The Company estimated the relative fair value of the warrants on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	March 8, 2012			March 15, 2012
Expected life (year)		5			5
Expected volatility (*)		64.53	%		64.53	%
Expected annual rate of quarterly dividends		0.00	%		0.00	%
Risk-free rate(s)		0.89	%		1.11	%

*      As a newly formed entity it is not practicable for the Company to estimate the expected volatility of its share price.  The Company selected five (5) comparable public companies listed on NYSE MKT and NASDAQ Capital Market within nutritional supplements industry which the Company plans to engage in to calculate the expected volatility.  The Company calculated those five (5) comparable companies’ historical volatility over the expected life of the options or warrants and averaged them as its expected volatility.

The aggregate relative fair value of the warrants issued in March 2012 using the Black-Scholes Option Pricing Model was $44,452 at the date of issuance.

April and May 2012 Issuances

During April and May 2012, the Company issued (i) warrants to purchase 154,773 shares, in the aggregate, of the Company’s common stock to the investors with exercise prices ranging from $1.65 to $2.31 per share expiring five (5) years from the date of issuance in connection with the sale of common shares.

Significant terms of the warrants include Section (F) Anti-dilution provisions and (G) Registration rights, same as that included in November 2010 issuances.

The Company estimated the relative fair value of the warrants on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	April 19, 2012			May 9, 2012
Expected life (year)		5			5
Expected volatility (*)		64.61	%		64.54	%
Expected annual rate of quarterly dividends		0.00	%		0.00	%
Risk-free rate(s)		0.84	%		0.77	%

	May 14, 2012			May 21, 2012
Expected life (year)		5			5
Expected volatility (*)		64.53	%		64.49	%
Expected annual rate of quarterly dividends		0.00	%		0.00	%
Risk-free rate(s)		0.73	%		0.75	%

	May 22, 2012			May 25, 2012
Expected life (year)		5			5
Expected volatility (*)		64.49	%		64.47	%
Expected annual rate of quarterly dividends		0.00	%		0.00	%
Risk-free rate(s)		0.78	%		0.76	%

*      As a newly formed entity it is not practicable for the Company to estimate the expected volatility of its share price.  The Company selected five (5) comparable public companies listed on NYSE MKT and NASDAQ Capital Market within nutritional supplements industry which the Company plans to engage in to calculate the expected volatility.  The Company calculated those five (5) comparable companies’ historical volatility over the expected life of the options or warrants and averaged them as its expected volatility.

The aggregate relative fair value of the warrants issued during the period ended June 30, 2012 using the Black-Scholes Option Pricing Model was $46,112 at the date of issuance.

September 2012 Issuances

In March 2012, the Company issued (i) warrants to purchase 336,667 shares, in aggregate, of the Company’s common stock to the investors with an exercise price of $0.45 per share expiring five (5) years from the date of issuance in connection with the sale of common shares which were valued total $31,411.

Significant terms of the warrants include Section (F) Anti-dilution provisions and (G) Registration rights, same as that included in November 2010 issuances.

The Company estimated the relative fair value of the warrants on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	September 25, 2012
Expected life (year)		5
Expected volatility (*)		65.70	%
Expected annual rate of quarterly dividends		0.00	%
Risk-free rate(s)		0.66	%

*      As a newly formed entity it is not practicable for the Company to estimate the expected volatility of its share price.  The Company selected five (5) comparable public companies listed on NYSE MKT and NASDAQ Capital Market within nutritional supplements industry which the Company plans to engage in to calculate the expected volatility.  The Company calculated those five (5) comparable companies’ historical volatility over the expected life of the options or warrants and averaged them as its expected volatility.

The aggregate relative fair value of the warrants issued in March 2012 using the Black-Scholes Option Pricing Model was $31,411 at the date of issuance.

Summary of the Company’s Warrants Activities

The table below summarizes the Company’s warrants activities:

	Number of Warrant Shares		Exercise Price Range Per Share			Weighted Average Exercise Price			Fair Value at Date of Issuance		Aggregate Intrinsic Value
Balance, September 30, 2010		-		$	-		$	-	$	-		$	-
Granted		6,693,334			0.01			0.01		38			-
Canceled		-			-			-					-
Exercised		-			-			-					-
Expired		-			-			-					-
Balance, September 30, 2011		6,693,334		$	0.01		$	0.01	$	38		$	-
Granted		756,440			0.45 - 2.31			0.10		121,975			-
Canceled		-			-			-		-			-
Exercised		(240,000)			-			-		-			-
Expired		-			-			-		-			-
Balance, September 30, 2012		7,209,774		$	0.45 - 2.31		$	0.10	$	122,013		$	-
Earned and exercisable, September 30, 2012		7,209,774		$	0.45 - 2.31		$	0.10	$	122,013		$	-
Unvested, September 30, 2012		-		$	-		$	-	$	-		$	-

The following table summarizes information concerning outstanding and exercisable warrants as of September 30, 2012:

	Warrants Outstanding						Warrants Exercisable
Range of Exercise Prices	Number Outstanding		Average Remaining Contractual Life  (in years)		Weighted Average Exercise Price		Number Exercisable		Average Remaining Contractual Life  (in years)		Weighted Average Exercise Price
$0.01 – 2.31		7,209,774		3.31	$	0.10		7,209,774		3.31	$	0.10
$0.01 – 2.31		7,209,774		3.31	$	0.10		7,209,774		3.31	$	0.10

XML

Document and Entity Information (USD $)	12 Months Ended
	Sep. 30, 2012	Jan. 11, 2013	Mar. 31, 2012
Document and Entity Information
Entity Registrant Name	Wellness Center USA, Inc.
Document Type	10-K
Document Period End Date	Sep. 30, 2012
Amendment Flag	false
Entity Central Index Key	0001516887
Current Fiscal Year End Date	--09-30
Entity Common Stock, Shares Outstanding		30,978,237
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY
Entity Public Float			$ 17,070,900

XML

Income Taxes Provision.

12 Months Ended

Sep. 30, 2012

Income Taxes Provision.

Income Taxes Provision.

Note 12 – Income Tax Provision

Deferred Tax Assets

At September 30, 2012, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $557,111 that may be offset against future taxable income through 2032.  No tax benefit has been reported with respect to these net operating loss carry-forwards because the Company believes that the realization of the Company’s net deferred tax assets of approximately $189,418 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards.  The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.  The valuation allowance increased approximately $137,661 and $37,123 for the fiscal year ended September 30, 2012 and 2011, respectively.

Components of deferred tax assets in the consolidated balance sheets are as follows:

	September 30, 2012			September 30, 2011
Net deferred tax assets – non-current:
Expected income tax benefit from NOL carry-forwards	$	837,897			51,757
Less valuation allowance		(837,897	)		(51,757	)
Deferred tax assets, net of valuation allowance	$	-		$	-

Income Tax Provision in the Consolidated Statements of Operations

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income tax provision is as follows:

	For the fiscal year ended September 30, 2012			For the fiscal year ended September 30, 2011
Federal statutory income tax rate		34.0	%		34.0	%
Change in valuation allowance on net operating loss carry-forwards		(34.0	)		(34.0	)
Effective income tax rate		0.0	%		0.0	%

Tax Returns Remaining subject to IRS Audits

The corporation income tax returns for the fiscal year ended September 30, 2010 and 2011 were filed on December 12, 2011 and December 15, 2011, respectively.  The Company has not yet filed its corporation income tax return for the fiscal year ended September 30, 2012. Both the 2010 and 2011 corporation income tax returns will remain subject to audit under the statute of limitations by the Internal Revenue Service for a period of three (3) years from the date they are filed.

Pro Forma Income Tax Information (Unaudited)

The pro forma income tax information, inclusive of income tax rate, income tax provision (benefits), if any, deferred tax assets and valuation allowance on deferred tax assets, presented below reflect the provision for income tax, based on the combined results of operations of the Company and the acquired entities for the periods presented, which would have been recorded as if the acquisition of the acquired entities had occurred as of the first date of the first period presented.

Deferred Tax Assets

Should the acquisition of the acquired entities had occurred as of the first date of the first period presented, at September 30, 2012, the Company would have had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $2,464,403 that may be offset against future taxable income through 2032.  No tax benefit would have been reported with respect to these net operating loss carry-forwards because the Company believes that the realization of the Company’s net deferred tax assets of approximately $837,897 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance.

Deferred tax assets would consist primarily of the tax effect of NOL carry-forwards.  The Company would have provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.  The valuation allowance would have increased approximately $786,140 and $37,123 for the fiscal year ended September 30, 2012 and 2011, respectively.

Components of deferred tax assets in the combined balance sheets would have been as follows:

	September 30, 2012			September 30, 2011
Net deferred tax assets – Non-current:
Expected income tax benefit from NOL carry-forwards	$	837,897			51,757
Less: Valuation allowance		(837,897	)		(51,757	)
Deferred tax assets, net of valuation allowance	$	-		$	-

Income Tax Provision in the Combined Statements of Operations

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes would have been as follows:

	For the Fiscal Year Ended September 30, 2012			For the Fiscal Year Ended September 30, 2011
Federal statutory income tax rate		34.0	%		34.0	%
Change in valuation allowance on net operating loss carry-forwards		(34.0	)		(34.0	)
Effective income tax rate		0.0	%		0.0	%

XML

Consolidated Statements of Operations (USD $)	12 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
NET REVENUES	$ 89,825	$ 312
COST OF GOODS SOLD	15,931	314
GROSS PROFIT	73,894	(2)
OPERATING EXPENSES:
Amortization expense	33,039	0
Consulting fees	60,680	13,913
Professional fees	90,661	59,335
Rent expenses - Related party	25,050	21,489
Rent expenses	26,623	0
Research and Development	11,077	0
Salaries - officers	67,312	0
Salaries - others	41,633	0
Selling expenses	24,285	0
General and administrative expenses	95,820	14,447
Total operating expenses	476,180	109,184
LOSS FROM OPERATIONS	(402,286)	(109,186)
OTHER (INCOME) EXPENSE:
Interest expense - related party	1,101	0
Other (income) expense	1,498	0
Total other (income) expense	2,599	0
LOSS BEFORE INCOME TAX PROVISION	(404,885)	(109,186)
INCOME TAX PROVISION	0	0
NET LOSS	$ (404,885)	$ (109,186)
NET LOSS PER COMMON SHARE - BASIC AND DILUTED:
Net loss per common share - basic and diluted	$ (0.02)	$ (0.01)
Weighted Average Common Shares Outstanding - basic and diluted	17,147,227	13,125,860

XML

Intangible Assets Other Than Goodwill

12 Months Ended

Sep. 30, 2012

Intangible Assets Other Than Goodwill

Intangible Assets Other Than Goodwill

Note 6 – Intangible Assets Other Than Goodwill

Website Development Cost

Website development cost, stated at cost, less accumulated amortization consisted of the following:

	Estimated Useful Life (Years)	September 30, 2012			September 30, 2011
Website development cost	3	$	17,809		$	-
Less accumulated amortization			(2,898	)		(-	)
		$	14,911		$	-

Amortization Expense

Amortization expense for the interim period ended September 30, 2012 and 2011 was $2,898 and $0, respectively.

Exclusive License Agreements

(i)Exclusive License Agreement for Provisional Patent No. 1 Signed on August 25, 2009

Grant of License

An exclusive license agreement ("Exclusive License Agreement") was made and entered into on August 25, 2009, by and among Scot L. Johnson ("Johnson"), Edwin T. Longo ("Longo", and together with Johnson collectively referred to herein as "Licensors"), and Psoria-Shield Inc. (“PSI” or "Licensee").

Upon the execution of the Exclusive License Agreement, Licensee acquired, and Licensors granted to Licensee, for the duration of the License Term (as defined below), the sole and exclusive (including to the exclusion of Licensors), worldwide, paid-up, royalty-free right and license under the Licensed Patents, Know-how, Technical Data, and any Improvements as defined in the Exclusive License Agreement to develop, make, have made, use, sell, offer to sell, distribute, export, import, and otherwise commercialize the Licensed Product(s) in the Field. This license shall include the right of Licensee to grant sublicenses and distribution rights in the Field.

Consideration for License

As the sole and exclusive consideration for the rights and license granted in the Exclusive License Agreement, each of the Licensors received, on the date of signing, 3,000,000 shares of the common stock of the Licensee, or 6,000,000 shares of the Licensee in aggregate, which were valued at the stockholders’ cost basis of nil.

License Term

The term of the rights and license granted herein shall commence upon the date of signing of the Exclusive License Agreement and shall continue in effect in perpetuity unless and to the extent terminated as set forth in Sections 5.2 through 5.4 of the License Term of the Exclusive License Agreement.

The License may be terminated at any time by the mutual written agreement of each of the Licensors and Licensee.

(ii)Exclusive License Agreement for Provisional Patent No. 2 Signed on December 11, 2010

Grant of License

An exclusive license agreement ("Exclusive License Agreement") was made and entered into on December 11, 2010, by and between Scot L. Johnson ("Johnson" or referred to herein as "Licensor"), and Psoria-Shield Inc. (“PSI” or "Licensee").

Upon the execution of the Exclusive License Agreement, Licensee acquired, and Licensor granted to Licensee, for the duration of the License Term (as defined below), the sole and exclusive (including to the exclusion of Licensor), worldwide, paid-up, royalty-free right and license under the Licensed Patents, Know-how, Technical Data, and any Improvements as defined in the Exclusive License Agreement to develop, make, have made, use, sell, offer to sell, distribute, export, import, and otherwise commercialize the Licensed Product(s) in the Field. This license shall include the right of Licensee to grant sublicenses and distribution rights in the Field.

Consideration for License

As the sole and exclusive consideration for the rights and license granted in the Exclusive License Agreement, the Licensor received, on the date of signing, 5,000 shares of the common stock of the Licensee, which was valued at the stockholder’s cost basis of $5,000.

License Term

The term of the rights and licenses granted herein shall commence upon the date of signing of the Exclusive License Agreement and shall continue in effect in perpetuity unless and to the extent terminated as set forth in Sections 5.2 through 5.4 of the License Term of the Exclusive License Agreement.

The License may be terminated at any time by the mutual written agreement of each of the Licensors and Licensee.

Summary of Exclusive Licenses

Exclusive licenses, stated at cost, less accumulated amortization, consisted of the following:

	Estimated Useful Life (Years)	September 30, 2012			September 30, 2011
Exclusive licenses	18	$	4,562		$	-
Less accumulated amortization			(-	)		(-	)
		$	4,562			-

Amortization Expense

Amortization expense for the period from August 24, 2012 (date of acquisition) through September 30, 2012 was nil.

Acquired Technologies

Acquired technologies, stated at cost, less accumulated amortization, consisted of the following:

	September 30, 2012			September 30, 2011
CNS
Acquired technologies	$	325,000		$	-
Accumulated amortization		(2,708	)		(-	)
		322,292			-
PSI
Acquired technologies		2,095,000			-
Accumulated amortization		(8,729	)		(-	)
		2,086,271			-
Total
Acquired technologies		2,420,000			-
Accumulated amortization		(11,437	)		(-	)
	$	2,408,563		$	-

Amortization Expense

Amortization expense for the period from dates of acquisitions through September 30, 2012 was $11,437.

Non-compete Agreements

Non-compete agreements, stated at cost, less accumulated amortization, consisted of the following:

	September 30, 2012			September 30, 2011
CNS
Non-Compete agreements	$	120,000		$	-
Accumulated amortization		(6,666	)		(-	)
		113,334			-
PSI
Non-compete agreement		120,000			-
Accumulated amortization		(2,500	)		(-	)
		117,500			-
Total
Non-compete agreements		240,000			-
Accumulated amortization		(9,166	)		(-	)
	$	230,834		$	-

Amortization Expense

Amortization expense for the period from dates of acquisitions through September 30, 2012 was $9,166.

Trademarks

Trademarks, stated at cost, less accumulated amortization, consisted of the following:

	September 30, 2012			September 30, 2011
CNS
Trademark	$	110,000		$	-
Accumulated amortization		(2,038	)		(-	)
		107,962			-
PSI
Trademark - Psoria-Light		420,000			-
Accumulated amortization		(5,000	)		(-	)
		415,000			-
Trademark - Psoria-Shield		210,000			-
Accumulated amortization		(2,500	)		(-	)
		207,500			-
Total
Trademarks		740,000			-
Accumulated amortization		(9,538	)		(-	)
	$	730,462		$	-

Amortization Expense

Amortization expense for the period from dates of acquisitions through September 30, 2012 was $9,538.

Impairment

The Company completed the annual impairment test of intangible assets other than goodwill inclusive of acquired technologies, exclusive licenses, non-compete agreements, trademarks and website development costs and determined that there was no impairment as the fair value of intangible assets other than goodwill inclusive of trademark, unpatented technology, non-compete agreements and website development costs, substantially exceeded their carrying values at September 30, 2012.

XML

Property and Equipment

12 Months Ended

Sep. 30, 2012

Property and Equipment {1}

Property and Equipment

Note 5 – Property and Equipment

Property and equipment, stated at cost, less accumulated depreciation consisted of the following:

	Estimated Useful Life (Years)	September 30, 2012			September 30, 2011
Computer equipment	5	$	12,112		$	-
Furniture and fixture	7		26,808			-
Leasehold improvement	5		15,170			-
Medical and office equipment	5		14,842			1,150
Software	3		32,276			-
			101,208			1,150
Less accumulated depreciation and amortization			(2,533	)		(288	)
		$	91,274		$	862

Depreciation and Amortization Expense

Depreciation and amortization expenses for the fiscal year ended September 30, 2012 and 2011 was $2,245 and $288, respectively.

Impairment

The Company completed the annual impairment test of property and equipment and determined that there was no impairment as the fair value of property and equipment, substantially exceeded their carrying values at September 30, 2012.

XML

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Sep. 30, 2012

Summary of Significant Accounting Policies (Tables)

DETAILS OF STOCK OPTIONS AND WARRANTS

The following table shows the number of potentially outstanding dilutive common shares excluded from the diluted net income (loss) per common share calculation as they were anti-dilutive:

	Potentially Outstanding Dilutive Common Shares
	For the Fiscal Year Ended September 30, 2012		For the Fiscal Year Ended September 30, 2011
Convertible note payable
Convertible note payable of $58,000 issued on August 17, 2012 convertible to shares at $0.30 per share		193,334		-
Warrants issuable contingent upon conversion of convertible note payable of $58,000 issued on August 17, 2012 exercisable at $0.45 per share		193,334		-
Sub-total: stock options		386,668		-
Stock options
Stock options issued on September 30, 2010 to the founder of the Company upon formation with an exercise price of $0.01 per share expiring five (5) years from the date of issuance		1,600,000		1,600,000
Stock options issued on November 30, 2010 to the members of board of directors of the Company with an exercise price of $0.01 per share expiring five (5) years from the date of issuance		200,000		200,000
Stock options issued on March 13, 2012  to a consultant with an exercise price of $0.44 per share expiring five (5) years from the date of issuance		50,000		-
Conversion of PSI stock options issued on December 20, 2010 to WCUI stock options upon acquisition of PSI on August 24, 2012 with an exercise price of $1.00 per share expiring ten (10) years from the date of original issuance		750,000		-
Conversion of PSI stock options issued on February 22, 2012 to WCUI stock options upon acquisition of PSI on August 24, 2012 with an exercise price of $2.00 per share expiring ten (10) years from the date of original issuance		650,000		-
Sub-total: stock options		3,250,000		1,800,000

Warrants
Warrants issued on November 10, 2010  to investor in connection with the Company’s November 10, 2010 equity financing with an exercise price of $0.01 per share expiring five (5) years from the date of issuance		1,600,000	1,600,000
Remaining warrants issued on November 30, 2010 to investor with an exercise price of $0.01 per share expiring five (5) years from the date of issuance		4,478,334	4,718,334
Warrants issued on November 30 , 2010 for services with an exercise price of $0.01 per share expiring five (5) years from the date of issuance		375,000	375,000
Warrants issued on March 8, 2012 to investor with an exercise price of $0.50 per share expiring five (5) years from the date of issuance		190,000	-
Warrants issued on March 15, 2012 to investor with an exercise price of $0.75 per share expiring five (5) years from the date of issuance		75,000	-
Warrants issued on April 19, 2012 to investor with an exercise price of $1.65 per share expiring five (5) years from the date of issuance		14,545	-
Warrants issued on May 9, 2012 to investor with an exercise price of $2.16 per share expiring five (5) years from the date of issuance		9,091	-
Warrants issued on May 14, 2012 to investors with an exercise price of $2.25 per share expiring five (5) years from the date of issuance		18,182	-
Warrants issued between May 21 and 25, 2012 to investors with an exercise price of $2.31 per share expiring five (5) years from the date of issuance		112,955	-
Warrants on September 25, 2012 to investors with an exercise price of $0.45 per share expiring five (5) years from the date of issuance		336,667	-
Sub-total: warrants		7,209,774	6,693,334
Total potentially outstanding dilutive common shares		10,846,442	8,493,334
%	%

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Segment Reporting

12 Months Ended

Sep. 30, 2012

Segment Reporting

Segment Reporting

Note 13 – Segment Reporting

Operating 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.

Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

The Company operates in three (3) business segments:

(i)    Nutritional Supplement Distribution: nutritional supplement business segment engages in the development of an internet online store business to market nutritional supplement solutions through the Company's website www.aminofactory.com;

(ii)   Patient Services: which it stems from CNS, its wholly-owned subsidiary it acquired on August 2, 2012, a patient service provider specializing in the treatment of brain-based behavioral health disorders including developmental, emotional and stress-related problems; and

(iii) Medical Devices: which it stems from PSI, its wholly-owned subsidiary it acquired on August 2, 2012, a developer, manufacturer, marketer and distributer of  Ultra Violet ("UV") phototherapy devices for the treatment of skin diseases.

The detailed segment information of the Company is as follows:

Wellness Center USA, Inc.
Total Assets
By Reportable Segment
				September 30, 2012
				WCUI	CNS	PSI	WCUI	Consolidated
				Corporate Headquarter	Patient Services	Medical Devices	Nutritional Supplement Distribution
ASSETS
Current Assets
	Cash			86,288	12,361	17,555	-	116,204
	Accounts receivable			-	-	4,200	-	4,200
		Total Current Assets		86,288	12,361	21,755	-	120,404
Property and Equipment
	Property and equipment			1,792	18,459	80,956	-	101,207
	Accumulated depreciation			(710)	(2,232)	(6,991)	-	(9,933)
		Property and equipment, net		1,082	16,227	73,965	-	91,274
Website Development Cost
	Website development cost			17,809	-	-	-	17,809
	Accumulated amortization			(2,898)	-	-	-	(2,898)
		Website development cost, net		14,911	-	-	-	14,911
Exclusive Licenses
	Exclusive licenses			-	-	5,000	-	5,000
	Accumulated amortization			-	-	(438)	-	(438)
		Exclusive licenses, net		-	-	4,562	-	4,562
Acquired Technologies
	Acquired technologies			-	325,000	2,095,000	-	2,420,000
	Accumulated amortization			-	(2,708)	(8,729)	-	(11,437)
		Acquired technologies, net		-	322,292	2,086,271	-	2,408,563
Non-Compete Agreements
	Non-compete agreements			-	120,000	120,000	-	240,000
	Accumulated amortization			-	(6,666)	(2,500)	-	(9,166)
		Non-compete agreements, net		-	113,334	117,500	-	230,834
Trademarks
	Trademarks			-	110,000	630,000	-	740,000
	Accumulated amortization			-	(2,038)	(7,500)	-	(9,538)
		Trademarks, net		-	107,962	622,500	-	730,462
Other Assets
	Goodwill			-	2,545,000	1,260,000	-	4,584,648
	Security deposits			-	36,939	1,760	-	38,699
		Total other assets		-	2,581,939	1,261,760	-	4,623,347
			Total Assets	102,281	3,154,115	4,188,313	-	8,224,357

Wellness Center USA, Inc.
Consolidated Statements of Operations
By Reportable Segment
			For the Fiscal Year
			Ended
			September 30, 2012
			WCUI	CNS	PSI	WCUI	Consolidated
			Corporate Headquarter	Patient Services	Medical Devices	Nutritional Supplement Distribution
NET REVENUES			-	46,638	42,000	1,187	89,825
COST OF GOODS SOLD			-	-	15,094	837	15,931
GROSS PROFIT			-	46,638	26,906	350	73,894
OPERATING EXPENSES:
	Amortization expenses		2,898	11,412	18,729	-	33,039
	Consulting fees		60,680	-	-	-	60,680
	Professional fees		90,406	-	255	-	90,661
	Rent expenses - Related party		25,050	-	-	-	25,050
	Rent expenses		-	23,413	3,210	-	26,623
	Research and Development		-		11,077	-	11,077
	Salaries - officers		-	50,000	17,312	-	67,312
	Salaries - others		-	27,210	14,423	-	41,633
	Selling expenses		-	1,047	23,238	-	24,285
	General and administrative expenses		49,900	16,110	29,810	-	95,820
		Total operating expenses	228,934	129,192	118,054	-	476,180
LOSS FROM OPERATIONS			(228,934)	(82,554)	(91,148)	350	(402,286)
OTHER (INCOME) EXPENSE:
	Interest income		-	-	-	-	-
	Interest expense		-	-	-	-	-
	Interest expense - related party		-	1,101	-	-	1,101
	Other (income) expense		-	1,498	-	-	1,498
		Total other (income) expense	-	2,599	-	-	2,599
LOSS BEFORE INCOME TAX PROVISION			(228,934)	(85,153)	(91,148)	350	(404,885)
INCOME TAX PROVISION			-	-	-	-	-
NET LOSS			(228,934)	(85,153)	(91,148)	350	(404,885)

XML

Related Party Transactions

12 Months Ended

Sep. 30, 2012

Related Party Transactions

Related Party Transactions

Note 9 – Related Party Transactions

Related Parties

Related parties with whom the Company had transactions are:

Related Parties	Relationship
Andrew J. Kandalepas	Chairman, CEO, significant stockholder and director of the Company
CADserv Corporation	An entity owned and controlled by significant stockholder of the Company
William A. Lambos, Ph.D.	Chief Cognitive Neuroscientist of CNS, significant stockholder and director of the Company
Peter A. Hannouche	CEO and COO of CNS, significant stockholder and director of of the Company
Scot Johnson	President and Chief Executive Officer of PSI

Advances from Stockholders

From time to time, stockholders of the Company advance funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand.

Note Payable – Related Party

Note payable – related party, consisted of the following:

	September 30, 2012		September 30, 2011
On August 29, 2010 CNS issued a promissory note to a family member of a stockholder, then one of CNS' members to memorialize (i) the receipt of the funds in the amount of $37,139 and (ii) the terms of note. Pursuant to the terms, the note accrues simple interest of 5% per annum until the note is fully repaid. Interest has been computed as of the date of the receipt of the funds. The note is due on demand.	$	37,139	$	-
	$	37,139	$	-

Convertible Note Payable – Stockholder

Convertible note payable – stockholder, consisted of the following:

	September 30, 2012		September 30, 2011
On August 17, 2012 WCUI issued a promissory note to a stockholder, the note is non-interest bearing. Pursuant to the terms of the note, the note holder has the option to convert all or any portion of the note amount to the Company’s common shares at $0.30 per share, the closing price of WCUI's common stock on the date of issuance, and a warrant to purchase the same number of shares of common stock with an exercise price of $0.45 per share expiring five (5) years from the date of issuance. The note is due on demand.	$	58,000	$	-
	$	58,000	$	-

Long-Term Note Payable – Officers

	September 30, 2012		September 30, 2011
On August 2, 2012, upon the acquisition of CNS by WCUI, CNS memorialized the advances from the former member as a promissory note of the officer. Pursuant to the terms, CNS promises to pay the officer the principal sum of $120,886.30  and the note accrues simple interest of 2% per annum payable annually on each anniversary date of the Note. The entire principal balance together with any accrued but unpaid interest thereon due August 2, 2015.	$	120,886	$	-
On August 2, 2012, upon the acquisition of CNS by WCUI, CNS memorialized the advances from the former member as a promissory note of the officer. Pursuant to the terms, CNS promises to pay the officer the principal sum of $75,322.14 and the note accrues simple interest of 2% per annum payable annually on each anniversary date of this Note. The entire principal balance together with any accrued but unpaid interest thereon due August 2, 2015. In September 2012, CNS repaid $900 toward the note.	$	74,422	$	-
	$	195,308	$	-

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Federal statutory income tax rate Consists Of (Details)	12 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Federal statutory income tax rate	34.00%	34.00%
Change in valuation allowance on net operating loss carry-forwards	(34.00%)	(34.00%)
Effective income tax rate	0.00%	0.00%

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Goodwill

12 Months Ended

Sep. 30, 2012

Goodwill {1}

Goodwill

Note 7 – Goodwill

Goodwill, stated at cost, less accumulated impairment consisted of the following:

	September 30, 2012			September 30, 2011
Acquisition of CNS
Goodwill	$	2,868,045		$	-
Accumulated impairment		(-	)		(-	)
		2,868,045			-
Acquisition of PSI
Goodwill		1,716,603			-
Accumulated impairment		(-	)		(-	)
		1,716,603			-
Total
Goodwill		4,584,648			-
Accumulated impairment		(-	)		(-	)
	$	4,584,648		$	-

Impairment

The Company completed the annual impairment test of goodwill and determined that there was no impairment as the fair value of goodwill, substantially exceeded their carrying values at September 30, 2012.

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Notes Payables

12 Months Ended

Sep. 30, 2012

Notes Payables

Notes Payables

Note 8 – Note Payable

In January, 2012, PSI obtained a loan in the amount of $20,000, from an unrelated third party, with a simple interest at 10% per annum, with principal and interest originally due December 31, 2012 which was extended to June 30, 2013.

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Commitments and Contingencies

12 Months Ended

Sep. 30, 2012

Commitments and Contingencies {1}

Commitments and Contingencies

Note 10 – Commitments and Contingencies

Employment Agreements

Employment Agreement - William A. Lambos

On August 2, 2012, the Company entered into an employment agreement (the “Employment Agreement”) with William A. Lambos (the “Executive”). Under the Employment Agreement, the Company acquired from the Executive all of the Executive’s limited liability company membership interests in CNS-Wellness Florida, LLC, a Florida limited liability company, in exchange for 3,650,000 shares of $0.001 par value common stock of the Company, The Company hereby employs the Executive, and the Executive hereby accepts such employment, upon the terms and conditions stated herein (1) The Executive is engaged to serve as the Chief Executive Officer of the Company’s subsidiary CNS Wellness Florida, (2) The Executive’s employment under this Agreement shall commence on the date hereof and shall continue in effect until July 31, 2015. the Executive understands that he is an at-will Executive, and that the Company may terminate his employment at any time (3) The Company shall pay to the Executive a base annual salary of $150,000, subject to increase, but not decrease, from time to time by the Board of Directors of the Company, provided other benefits and retirement plans (4) If at any time on or before July 31, 2015 the employment of the Executive is terminated by the Executive other than for good reason, or by the Company for cause, then the Company shall pay to the Executive any compensation earned but not paid to the Executive prior to the effective date of such termination (5)The Executive covenants and agrees that during the term of the Executive's employment, whether pursuant to this Agreement, any renewal hereof, or otherwise, and for a period of two years (the “Restricted Period”) after the later of the expiration of this Agreement or the termination of his employment with the Company, in the State(s) in which the Company conducts business as of the Executive's termination of employment, he will not, directly or indirectly (through one or more intermediaries), whether individually, or as an officer, director, agent, shareholder of 5% or more of the applicable company’s outstanding equity shares, member, partner, joint venturer, investor (other than as a passive trader in publicly traded securities), consultant or otherwise, compete in whole or in part with the business then engaged in by the Company. This Section shall not apply in the event of a termination by the Executive for good reason or a termination by the Company without cause.

Employmnet Agreement - Peter A. Hannouche

On August 2, 2012, the Company entered into an employment agreement (the “Employment Agreement”) with Peter A. Hannouche (the “Executive”) with the same terms and conditions of the Employment Agreement with William A. Lambos.

Employmnet Agreement - Scot L. Johnson

On August 24, 2012, the Company entered into an employment agreement (the “Employment Agreement”) with Scot Johnson (the “Executive”). Under the Employment Agreement, the Company acquired from the Executive all of the Executive’s shares of common stock in Psoria-Shield Inc., a Florida corporation, in exchange for 3,005,000 shares of $0.001 par value common stock of the Company, the Company hereby employs the Executive, and the Executive hereby accepts such employment, upon the terms and conditions stated herein (1) The Executive is engaged to serve as the Chief Executive Officer of the Company’s subsidiary Psoria-Shield Inc, (2) The Executive’s employment under this Agreement shall commence on the date hereof and shall continue in effect until July 31, 2015. the Executive understands that he is an at-will Executive, and that the Company may terminate his employment at any time (3) The Company shall pay to the Executive a base annual salary of $150,000, subject to increase, but not decrease, from time to time by the Board of Directors of the Company, provided other benefits and retirement plans (4) If at any time on or before August 31, 2015 the employment of the Executive is terminated by the Executive other than for good reason, or by the Company for cause, then the Company shall pay to the Executive any compensation earned but not paid to the Executive prior to the effective date of such termination (5) The Executive covenants and agrees that during the term of the Executive's employment, whether pursuant to this Agreement, any renewal hereof, or otherwise, and for a period of two years (the “Restricted Period”) after the later of the expiration of this Agreement or the termination of his employment with the Company, in the State(s) in which the Company conducts business as of the Executive's termination of employment, he will not, directly or indirectly (through one or more intermediaries), whether individually, or as an officer, director, agent, shareholder of 5% or more of the applicable company’s outstanding equity shares, member, partner, joint venturer, investor (other than as a passive trader in publicly traded securities), consultant or otherwise, compete in whole or in part with the business then engaged in by the Company. This Section shall not apply in the event of a termination by the Executive for good reason or a termination by the Company without cause.

Operating Lease with a Related Party - WCUI

On December 20, 2010 the Company entered into a non-cancellable sub-lease for office space in Illinois with CADserv Corporation for $1,909.50 per month for the period from January 1, 2011 through December 31, 2011.

On January 10, 2012 the Company renewed the non-cancellable sub-lease for office space in Illinois with CADserv Corporation with the same terms and condition for the period from January 1, 2012 through December 31, 2012.

On January 10, 2013 the Company renewed the non-cancellable sub-lease for office space in Illinois with CADserv Corporation with the same terms and condition for the period from January 1, 2012 through December 31, 2013.

Future minimum lease payments required under the non-cancelable operating lease are as follows:

Fiscal year ending September 30:
2013	$	22,914
2014		5,728
	$	28,642

Operating Lease - CNS

On August 10, 2010 CNS entered into a non-cancellable sub-lease for office space of approximate 4,552 square feet of rentable area in Tampa, Florida with Teachers Insurance and Annuity Association of America for the benefit of its Separate Real Estate Account, a New York corporation ("Landlord"), effective December 1, 2010, for a period of 65 months from December 1, 2010 through April 30, 2016.  On August 10, 2010, in conjunction with the signing of the lease, CNS deposited (i) $11,364.82 representing one (1) month of base rent for the sixth (6^th) month of the Initial Term) and (ii) $36,939 representing the security deposit into a certificate of deposit as a security deposit upon execution.  The certificate of deposit is forfeitable to the landlord of the facility upon any event of default by CNS.

Future minimum lease payments inclusive of related tax required under the non-cancelable operating lease are as follows:

Fiscal year ending September 30:
2013	$	143,647
2014		147,958
2015		152,402
	$	444,007

Deferred Rent

To induce CNS to enter into the operating lease for a period of 65 months the Landlord granted free rent for the first five (5) months of the occupancy. The first five (5) month cumulative rent expense is recognized on a straight-line basis over the duration of the initial lease term of 65 months.

Operating Lease - PSI

On January 4, 2011 the Company entered into a non-cancellable lease for office space of approximately 3,050 square feet of rentable area in aggregate in Tampa, Florida with a third party for a period of 12 months from the date of signing at $3,000 per month plus tax and common charges.

On January 4, 2012 the Company renewed the non-cancellable lease for an additional 12 months expiring January 3, 2013 with the same terms and conditions.

On January 4, 2013 the Company renewed the non-cancellable lease for an office space of approximately 2,00 square feet of rentable areaa for an additional 12 months expiring January 3, 2014 at $2,000 per month plus tax and common charges.

Future minimum lease payments inclusive of related tax required under the non-cancelable operating lease are as follows:

Fiscal year ending September 30:
2013	$	28,890
2014		6,420
	$	35,310

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Subsequent Events shares issued (Details) (USD $)	Dec. 27, 2012	Dec. 04, 2012	Nov. 29, 2012
Common stock Issued No. Of Shares			1,460,050
Price per share			$ 0.10
Aggregate amount received			$ 173,000
Common stock and warrants issued		427,666
Exercise Price per share		$ 0.45
Period of validity from the date of issuance (years)		5
Purchase price of one common stock and a warrant		$ 0.30
Aggregate amount received on common stock and warrants		128,300
Warrants exercised for shares	1,777,000
Per share Exercise Price	$ 0.01
Value of warrants	$ 17,770

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Summary of Exclusive Licenses (Tables)

12 Months Ended

Sep. 30, 2012

Summary of Exclusive Licenses

Summary of Exclusive Licenses

Summary of Exclusive Licenses

Exclusive licenses, stated at cost, less accumulated amortization, consisted of the following:

	Estimated Useful Life (Years)	September 30, 2012			September 30, 2011
Exclusive licenses	18	$	4,562		$	-
Less accumulated amortization			(-	)		(-	)
		$	4,562			-

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Notes Payables transactions (Details) (USD $)	Jan. 31, 2012
Loan from unrelated party	$ 20,000
Interest rate on loan	10.00%

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Subsequent Events

12 Months Ended

Sep. 30, 2012

Subsequent Events

Subsequent Events

Note 15 – Subsequent Events

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported.  The Management of the Company determined that there were certain reportable subsequent events to be disclosed as followed:

On November 29, 2012 the Company issued a total of 1,460,050 shares of its common stock at $0.10 per share for an aggregate of $173,000 in cash.

Between December 4, 2012 and December 27, 2012 the Company issued a total of 427,666 shares of its common stock and (ii) warrants to purchase 427,666  shares of common stock with an exercise price of $0.45  per share expiring five (5) years from the date of issuance. The units were sold at $0.30 per unit consisting of one common share and a warrant to purchase one (1) common share for an aggregate of $128,300 in cash.

Between October 1 and December 27, 2012 warrants for 1,777,000 shares were exercised at the price of $0.01 per share for an aggregate of $17,770 in cash.

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Business Enterprise Valuation CNS (Tables)

12 Months Ended

Sep. 30, 2012

Business Enterprise Valuation CNS

Business Enterprise Valuation CNS

With the assistance of the third party valuation firm, the Company estimated the indicated value of the total invested operating capital of CNS at the date of acquisition utilizing the income approach – discounted cash flows method, was $3,100,000, as follows:

	August 2, 2012
Present Value of Debt-Free Net Cash Flow - Forecast Period	$	807,921
Present Value of Debt-Free Net Cash Flow - Residual Period		2,287,246
Present Value of Debt-Free Net Cash Flow – Total		3,095,167
Value Indication Income Approach - Discounted Net Cash Flow Method (Rounded)	$	3,100,000

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Amortization Expense (Details) (USD $)	1 Months Ended	12 Months Ended
	Sep. 30, 2012	Sep. 30, 2012	Sep. 30, 2011
Amortization Expense Website development cost		$ 2,898	$ 0
Amortization Expense Exclusive licenses	0
Amortization Expense Acquired technologies	11,437
Amortization Expense Non-compete agreements	9,166
Amortization Expense Trademarks	$ 9,538

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Stockholders Equity Deficit (Tables)

12 Months Ended

Sep. 30, 2012

Stockholders Equity Deficit (Tables)

ASSUMPTIONS FOR BLACK SCHOLES PRICING MODEL

The stock options were valued using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	June 30, 2010
Expected life (year)		5
Expected volatility (*)		63.78	%
Risk-free rate(s)		1.79	%
Expected dividends		0.00	%

ASSUMPTIONS USED IN NOVEMBER PRICING USING BLACK SCHOLES MODEL

The stock options were valued using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	November 30, 2010
Expected life (year)		5
Expected volatility (*)		63.78	%
Expected annual rate of quarterly dividends		0.00	%
Risk-free rate(s)		1.47	%

ASSUMPTIONS USED IN MARCH PRICING USING BLACK SCHOLES MODEL

The stock options were valued using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	March 13, 2012
Expected life (year)		5
Expected volatility (*)		64.53	%
Expected annual rate of quarterly dividends		0.00	%
Risk-free rate(s)		0.99	%

SUMMARY OF STOCK OPTION ACTIVITIES

The table below summarizes the Company’s stock option activities:

	Number of Option Shares		Exercise Price Range Per Share				Weighted Average Exercise Price				Fair Value at Date of Grant		Aggregate Intrinsic Value
Balance, June 30, 2010		1,600,000		$		0.01		$		0.01		*		$		-
Granted		-			-				-						-
Canceled		-			-				-						-
Exercised		-			-				-						-
Expired		-			-				-						-
Balance, September 30, 2010		1,600,000		$		0.01		$		0.01		*		$		-
Granted		200,000				0.01				0.01		20				-
Canceled		-			-				-						-
Exercised		-			-				-						-
Expired		-			-				-						-
Balance, September 30, 2011		1,800,000		$		0.01		$		0.01	$	20		$		-
Granted		50,000				0.44				0.44		14,265				-
Granted		750,000				1.00				1.00		417,570				-
Granted		650,000				2.00				2.00		745,382				-
Canceled		-			-				-						-
Exercised		-			-				-						-
Expired		-			-				-						-
Balance, September 30, 2012		3,250,000		$		0.01 - 2.00		$		0.64	$	1,177,237		$		-
Vested and exercisable, September 30, 2012		3,225,000		$		0.01 - 2.00		$		0.64	$	1,170,105		$		-
Unvested, September 30, 2012		25,000		$		0.01		$		0.44	$	7,133		$		-

SUMMARY OF OUTSTANDING AND EXCERCISABLE OPTIONS

The following table summarizes information concerning outstanding and exercisable options as of September 30, 2012:

	Options Outstanding							Options Exercisable
Range of Exercise Prices	Number Outstanding			Average Remaining Contractual Life  (in years)		Weighted Average Exercise Price		Number Exercisable		Average Remaining Contractual Life  (in years)		Weighted Average Exercise Price
$0.01		1,600,000			3.00	$	0.01		1,600,000		3.00	$	0.01
$0.01		200,000	.		3.37		0.01		200,000		3.37		0.01
$0.44		50,000			4.70		0.44		12,500		4.70		0.44
$1.00		750,000			8.20		1.00		750,000		8.20		1.00
$2.00		650,000			9.40		2.00		650,000		9.40		2.00
$0.01 - 2.00		3,250,000			5.39	$	0.64		3,212,500		5.39	$	0.64

COMPANYS ESTIMATED FAIR VALUE OF THE WARRANTS

The Company estimated the fair value of the warrants on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	November 10, 2010			November 30, 2010
Expected life (year)		5			5
Expected volatility (*)		63.78	%		63.78	%
Expected annual rate of quarterly dividends		0.00	%		0.00	%
Risk-free rate(s)		1.23	%		1.47	%

	March 8, 2012			March 15, 2012
Expected life (year)		5			5
Expected volatility (*)		64.53	%		64.53	%
Expected annual rate of quarterly dividends		0.00	%		0.00	%
Risk-free rate(s)		0.89	%		1.11	%

	April 19, 2012			May 9, 2012
Expected life (year)		5			5
Expected volatility (*)		64.61	%		64.54	%
Expected annual rate of quarterly dividends		0.00	%		0.00	%
Risk-free rate(s)		0.84	%		0.77	%

	May 14, 2012			May 21, 2012
Expected life (year)		5			5
Expected volatility (*)		64.53	%		64.49	%
Expected annual rate of quarterly dividends		0.00	%		0.00	%
Risk-free rate(s)		0.73	%		0.75	%

	May 22, 2012			May 25, 2012
Expected life (year)		5			5
Expected volatility (*)		64.49	%		64.47	%
Expected annual rate of quarterly dividends		0.00	%		0.00	%
Risk-free rate(s)		0.78	%		0.76	%

	September 25, 2012
Expected life (year)		5
Expected volatility (*)		65.70
Expected annual rate of quarterly dividends		0.00
Risk-free rate(s)		0.66

SUMMARY OF COMPANYS WARRANT ACTIVITIES

The table below summarizes the Company’s warrants activities:

	Number of Warrant Shares		Exercise Price Range Per Share			Weighted Average Exercise Price			Fair Value at Date of Issuance		Aggregate Intrinsic Value
Balance, September 30, 2010		-		$	-		$	-	$	-		$	-
Granted		6,693,334			0.01			0.01		38			-
Canceled		-			-			-					-
Exercised		-			-			-					-
Expired		-			-			-					-
Balance, September 30, 2011		6,693,334		$	0.01		$	0.01	$	38		$	-
Granted		756,440			0.45 - 2.31			0.10		121,975			-
Canceled		-			-			-		-			-
Exercised		(240,000)			-			-		-			-
Expired		-			-			-		-			-
Balance, September 30, 2012		7,209,774		$	0.45 - 2.31		$	0.10	$	122,013		$	-
Earned and exercisable, September 30, 2012		7,209,774		$	0.45 - 2.31		$	0.10	$	122,013		$	-
Unvested, September 30, 2012		-		$	-		$	-	$	-		$	-

PERIOD END EXERCISABLE AND OUTSTANDING WARRANTS

The following table summarizes information concerning outstanding and exercisable warrants as of September 30, 2012:

	Warrants Outstanding						Warrants Exercisable
Range of Exercise Prices	Number Outstanding		Average Remaining Contractual Life  (in years)		Weighted Average Exercise Price		Number Exercisable		Average Remaining Contractual Life  (in years)		Weighted Average Exercise Price
$0.01 – 2.31		7,209,774		3.31	$	0.10		7,209,774		3.31	$	0.10
$0.01 – 2.31		7,209,774		3.31	$	0.10		7,209,774		3.31	$	0.10

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Statement of Stockholders' Equity (Deficit) (USD $)	Common Stock Number of Shares	Common Stock Amount USD ($)	Additional Paid-in Capital USD ($)	Accumulated Deficit USD ($)	Total Stockholders' Equity (Deficit) USD ($)
Balance at Sep. 30, 2010	3,665,000	3,665	0	(43,040)	(39,375)
Issuance of common shares and warrants for cash at par on November 10, 2010	2,557,500	2,557	0	0	2,557
Issuance of common shares and warrants for cash at par on November 30, 2010	7,982,500	7,983	0	0	7,983
Issuance of common shares as compensation valued at par on November 30, 2010	375,000	375	0	0	375
Issuance of warrants as compensation on November 30, 2010		$ 0	$ 38	$ 0	$ 38
Issuance of common shares to newly appointed board of directors valued at par on November 30, 2010	200,000	200	0	0	200
Issuance of options to newly appointed board of directors on November 30, 2010			20	0	20
Issuance of common shares to two members of board of directors valued at par on June 30, 2011	250,000	250	0	0	250
Net loss for September 30, 2011			0	(109,186)	(109,186)
Balance at Sep. 30, 2011	15,030,000	15,030	58	(152,226)	(137,138)
Issuance of common shares and warrants for cash at $0.50 per share on March 08, 2012	95,000	95	47,405	0	47,500
Issuance of common shares and warrants for cash at $0.75 per share on March 15, 2012	75,000	75	56,175	0	56,250
Issuance of common shares and warrants for cash at $1.10 per share on April 19, 2012	14,545	15	15,985	0	16,000
Issuance of common shares and warrants for cash at $1.10 per share on May 9, 2012	9,091	9	9,991	0	10,000
Issuance of common shares and warrants for cash at $1.10 per share on May 14, 2012	18,182	18	19,982	0	20,000
Issuance of common shares and warrants for cash at $1.10 per share on May 21, 2012	20,000	20	21,980	0	22,000
Issuance of common shares and warrants for cash at $1.10 per share on May 22, 2012	10,000	10	10,990	0	11,000
Issuance of common shares and warrants for cash at $1.10 per share on May 25, 2012	82,955	83	91,168	0	91,251
Common shares issued to consultant for future services on March 13, 2012 earned during the interim period June 30, 2012 valued at $1.10 per share	12,500	12	13,738	0	13,750
Warrants issued to consultant for future services on March 13, 2012 earned during the quarter ended June 30, 2012 valued at $1.10 per share		0	3,565	0	3,565
Issuance of common shares on August 2, 2012 for the acquisition of CNS Wellness Florida, LLC	7,300,000	7,300	3,092,700	0	3,100,000
Issuance of common shares on August 24, 2012 for the acquisition of Psoria Shield, Inc.	7,686,797	7,687	4,097,313	0	4,105,000
Common shares issued to an IR firm for services on September 17, 2012 valued at $0.38 per share	35,000	35	13,265	0	13,300
Issuance of common shares and warrants for cash at $0.30 per share on September 25, 2012	336,667	337	100,663	0	101,000
Exercise of warrants with exercise price of $0.01 per share on September 25, 2012	240,000	240	2,160	0	2,400
Common shares issued to consultant for future services on March 13, 2012 earned during the quarter ended September 30, 2012 valued at $0.30 per share	12,500	12	3,738	0	3,750
Warrants issued to consultant for future services on March 13, 2012 earned during the quarter ended September 30, 2012 valued at $1.10 per share		0	3,565	0	3,565
Net loss for September 30, 2012		$ 0	$ 0	$ (404,885)	$ (404,885)
Balance at Sep. 30, 2012	30,978,237	30,978	7,604,440	(557,111)	7,078,307

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Business Acquisitions

12 Months Ended

Sep. 30, 2012

Business Acquisitions

Business Acquisitions

Note 4 - Business Acquisitions

(i)    Acquisition of CNS Wellness Florida, LLC

On August 2, 2012, the Company consummated the Exchange Agreement and acquired all of the issued and outstanding limited liability company interests in CNS for and in consideration of the issuance of 7.3 million shares of the Company’s common stock pursuant to the Exchange Agreement.   The 7.3 million common shares issued in connection with the share exchange represented 32.2% of the 22,704,773 shares of issued and outstanding common stock of the Company as of the closing date of the share exchange under the Exchange Agreement.  CNS is now operated as a wholly-owned subsidiary of the Company.

Identification of the Accounting Acquirer

The Company used the existence of a controlling financial interest to identify the acquirer—the entity that obtains control of the acquiree in accordance with ASC paragraph 805-20-25-5 and identifies the acquisition date, which is the date on which it obtains control of the acquiree in accordance with ASC paragraph 805-20-25-6.  The management of the Company specifically addressed (i) the ownership interest of each party after the acquisition; (ii) the members of the board of directors from both companies; and (iii) senior management from both companies and determined that Wellness Center USA, Inc. was the accounting acquirer for the merger between Wellness Center USA, Inc. and CNS Wellness Florida, LLC.

The specific control factors considered to determine which entity was the accounting acquirer are as follows:

(i) The ownership interest of each party after the acquisition
WCUI's common shares issued and outstanding prior to CNS acquisition	15,367,273	67.8	%
WCUI's common shares issued to the members of CNS for the acquisition of all of the issued and outstanding limited liability company interests in CNS upon acquisition of CNS	7,300,000	32.2	%
	22,667,273	100.0	%
(ii) The members of the board of directors from both companies
The members of the board of directors from WCUI prior to CNS acquisition	3	60.0	%
The members of the board of directors from CNS upon acquisition of CNS	2	40.0	%
	5	100.0	%
(iii) Senior management from both companies
Senior management from WCUI prior to CNS acquisition	1	100.0	%
Senior management from CNS upon acquisition of CNS	-	-	%
	1	100.0	%

Intangible Assets Identification, Estimated Fair Value and Useful Lives

With the assistance of the third party valuation firm, the Company identified certain separate recognizable intangible assets that possessed economic value, estimated their fair values and related useful lives of CNS at the date of acquisition as follows:

	Estimated Useful Life (Years)	August 2, 2012
Trademark/Trade Name	9	$	110,000
Acquired Technology	20		325,000
Non-Competition Agreement	3		120,000
Total Recognized Intangible Assets		$	555,000

Business Enterprise Valuation

With the assistance of the third party valuation firm, the Company estimated the indicated value of the total invested operating capital of CNS at the date of acquisition utilizing the income approach – discounted cash flows method, was $3,100,000, as follows:

	August 2, 2012
Present Value of Debt-Free Net Cash Flow - Forecast Period	$	807,921
Present Value of Debt-Free Net Cash Flow - Residual Period		2,287,246
Present Value of Debt-Free Net Cash Flow – Total		3,095,167
Value Indication Income Approach - Discounted Net Cash Flow Method (Rounded)	$	3,100,000

Allocation of Purchase Price

The purchase price of CNS has been allocated to the tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in CNS based on their estimated fair values at the date of acquisition as follows:

	Book Value			Fair Value  Adjustment		Fair Market Value
Cash	$	11,713		$	-	$	11,713
Property and equipment		18,459					18,459
Trade mark		-			110,000		110,000
Unpatented technology		-			325,000		325,000
Non-compete agreements		-			120,000		120,000
Goodwill		323,045			2,545,000		2,868,045
Security deposits		36,939					36,939
Accounts payable		(41,957	)				(41,957	)
Accrued interest - related party		(3,516	)				(3,516	)
Credit cards payable		(66,008	)				(66,008	)
Payroll liability		(2,709	)				(2,709	)
Current portion of deferred rent		(11,363	)				(11,363	)
Advances from related parties		(196,208	)				(196,208	)
Note payable - related party		(37,139	)				(37,139	)
Deferred rent, net of current portion		(31,256	)				(31,256	)
Total		-			3,100,000		3,100,000
Non-controlling interest		(-	)		-		(-	)
Purchase price	$	-		$	3,100,000	$	3,100,000

(ii)   Acquisition of Psoria-Shield Inc.

On August 24, 2012, the Company consummated the share exchange and acquired all of the issued and outstanding shares of stock in PSI for and in consideration of the issuance of 7,686,797 shares of its common stock pursuant to the Exchange Agreement.  The 7,686,797 common shares issued in connection with the share exchange represented 25.3% of the 30,354,570 shares of issued and outstanding common stock of the Company as of the closing date of the share exchange under the Exchange Agreement. PSI is now operated as a wholly-owned subsidiary of the Company.

Identification of the Accounting Acquirer

The Company used the existence of a controlling financial interest to identify the acquirer—the entity that obtains control of the acquiree in accordance with ASC paragraph 805-20-25-5 and identifies the acquisition date, which is the date on which it obtains control of the acquiree in accordance with ASC paragraph 805-20-25-6.  The management of the Company specifically addressed (i) the ownership interest of each party after the acquisition; (ii) the members of the board of directors from both companies; and (iii) senior management from both companies and determined that Wellness Center USA, Inc. was the accounting acquirer for the merger between Wellness Center USA, Inc. and Psoria-Shield Inc.

The specific control factors considered to determine which entity was the accounting acquirer are as follows:

(i) The ownership interest of each party after the acquisition
WCUI's common shares issued and outstanding prior to PSI acquisition	22,667,273	74.7	%
WCUI's common shares issued to the stockholders of PSI for the acquisition of all of the issued and outstanding common stock of PSI upon acquisition of PSI	7,686,797	25.3	%
	30,354,070	100.0	%
(ii) The members of the board of directors from both companies
The members of the board of directors from WCUI prior to PSI acquisition	5	83.3	%
The members of the board of directors from PSI upon acquisition of PSI	1	16.7	%
	6	100.0	%
(iii) Senior management from both companies
Senior management from WCUI prior to CNS acquisition	1	100.0	%
Senior management from CNS upon acquisition of CNS	-	-	%
	1	100.0	%

Intangible Assets Identification, Estimated Fair Value and Useful Lives

With the assistance of the third party valuation firm, the Company identified certain separate recognizable intangible assets that possessed economic value, estimated their fair values and related useful lives of PSI at the date of acquisition as follows:

	Estimated Useful Life (Years)	August 24, 2012
Trademark - Psoria-Shield	7	$	210,000
Trademark - Psoria-Light	7		420,000
Acquired Technology	20		2,095,000
Non-Competition Agreement	4		120,000
Total Recognized Intangible Assets		$	2,845,000

Business Enterprise Valuation

With the assistance of the third party valuation firm, the Company estimated the indicated value of the total invested operating capital of PSI at the date of acquisition utilizing the income approach – discounted cash flows method, was $4,105,000, as follows:

	August 24, 2012
Present Value of Debt-Free Net Cash Flow - Forecast Period	$	2,205,360
Present Value of Debt-Free Net Cash Flow - Residual Period		1,899,261
Present Value of Debt-Free Net Cash Flow – Total		4,104,622
Value Indication Income Approach - Discounted Net Cash Flow Method (Rounded)	$	4,105,000

Allocation of Purchase Price

The purchase price of PSI has been allocated to the tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in the PSI based on their estimated fair values at the date of acquisition as follows:

	Book Value			Fair Value  Adjustment		Fair Market Value
Cash	$	11,413		$	-	$	11,413
Inventories		12,694					12,694
Property and equipment		80,956					80,956
Exclusive licenses		4,562					4,562
Trade mark - Psoria-Shield		-			210,000		210,000
Trade mark - Psoria-light		-			420,000		420,000
Unpatented technology		-			2,095,000		2,095,000
Non-compete agreements		-			120,000		120,000
Goodwill		456,603			1,260,000		1,716,603
Security deposits		1,760					1,760
Accounts payable		(161,821	)				(161,821	)
Credit cards payable		(42,198	)				(42,198	)
Customer deposits		(25,000	)				(25,000	)
Accrued warranty		(9,600	)				(9,600	)
Current portion of long-term payable		(72,653	)				(72,653	)
Loan payable		(20,000	)				(20,000	)
Advances from stockholders		(233,994	)				(233,994	)
Total		-			4,105,000		4,105,000
Non-controlling interest		(-	)		-		(-	)
Purchase price	$	-		$	4,105,000	$	4,105,000

XML

Summarizes Outstanding and Exercisable warrants As Follows (Details)	Sep. 30, 2012
Number Outstanding (Warrants)
Range of Exercise Prices $0.01 - 2.31	7,209,774
Range of Exercise Prices$0.01 - 2.31,	7,209,774
Average Remaining ContractLife Warrants (in years)
Range of Exercise Prices $0.01 - 2.31	3.31
Range of Exercise Prices$0.01 - 2.31,	3.31
Weighted- Average Exercise Price ( Warrants Outstanding)
Range of Exercise Prices $0.01 - 2.31	0.10
Range of Exercise Prices$0.01 - 2.31,	0.10
Number Exercisable (Warrants)
Range of Exercise Prices $0.01 - 2.31	7,209,774
Range of Exercise Prices$0.01 - 2.31,	7,209,774
Average Remaining ContractLife (in years) Warrants Exercisable
Range of Exercise Prices $0.01 - 2.31	3.31
Range of Exercise Prices$0.01 - 2.31,	3.31
Weighted- Average Exercise Price (Warrants Exercisable)
Range of Exercise Prices $0.01 - 2.31	0.01
Range of Exercise Prices$0.01 - 2.31,	0.01

XML

Allocation of Purchase Price CNS (Tables)

12 Months Ended

Sep. 30, 2012

Allocation of Purchase Price CNS

Allocation of Purchase Price CNS

The purchase price of CNS has been allocated to the tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in CNS based on their estimated fair values at the date of acquisition as follows:

	Book Value			Fair Value  Adjustment		Fair Market Value
Cash	$	11,713		$	-	$	11,713
Property and equipment		18,459					18,459
Trade mark		-			110,000		110,000
Unpatented technology		-			325,000		325,000
Non-compete agreements		-			120,000		120,000
Goodwill		323,045			2,545,000		2,868,045
Security deposits		36,939					36,939
Accounts payable		(41,957	)				(41,957	)
Accrued interest - related party		(3,516	)				(3,516	)
Credit cards payable		(66,008	)				(66,008	)
Payroll liability		(2,709	)				(2,709	)
Current portion of deferred rent		(11,363	)				(11,363	)
Advances from related parties		(196,208	)				(196,208	)
Note payable - related party		(37,139	)				(37,139	)
Deferred rent, net of current portion		(31,256	)				(31,256	)
Total		-			3,100,000		3,100,000
Non-controlling interest		(-	)		-		(-	)
Purchase price	$	-		$	3,100,000	$	3,100,000

XML

Schedule Of Goodwill (Tables)

12 Months Ended

Sep. 30, 2012

Schedule Of Goodwill

Schedule of Goodwill

Goodwill, stated at cost, less accumulated impairment consisted of the following:

	September 30, 2012			September 30, 2011
Acquisition of CNS
Goodwill	$	2,868,045		$	-
Accumulated impairment		(-	)		(-	)
		2,868,045			-
Acquisition of PSI
Goodwill		1,716,603			-
Accumulated impairment		(-	)		(-	)
		1,716,603			-
Total
Goodwill		4,584,648			-
Accumulated impairment		(-	)		(-	)
	$	4,584,648		$	-

XML

Pro Forma Financial Information (Unaudited)

12 Months Ended

Sep. 30, 2012

Pro Forma Financial Information

Pro Forma Financial Information

Note 14 – Pro Forma Financial Information (Unaudited)

The pro forma financial information presented in the relevant footnote summarizes the combined financial position or combined results of operations of the Company and acquired entities for the fiscal year ended September 30, 2012 as if the acquisition of the acquired entities had occurred as of the first date of the first period presented.

The pro forma financial information is as follows:

Wellness Center USA, Inc.
Pro Forma Combined Statements of Operations
(Unaudited)
			For the Fiscal Year
			Ended
			September 30, 2012
			WCUI	CNS	PSI				Adjustment	Consolidated
NET REVENUES			1,187	294,808	163,000	-	-	-	-	458,995
COST OF GOODS SOLD			837		74,482	-	-	-	-	75,319
GROSS PROFIT			350	294,808	88,518	-	-	-	-	383,676
OPERATING EXPENSES:
	Amortization expenses		2,898	11,412	18,729	-	-	-	296,118	329,157
	Consulting fees		60,680	-	-	-	-	-	-	60,680
	Professional fees		90,406	-	414,117	-	-	-	-	504,523
	Rent expenses - Related party		25,050	-	-	-	-	-	-	25,050
	Rent expenses		-	136,188	41,730	-	-	-	-	177,918
	Research and Development		-	-	89,668	-	-	-	-	89,668
	Salaries - officers		-	60,000	65,423	-	-	-	-	125,423
	Salaries - others		-	137,293	558,334	-	-	-	-	695,627
	Selling expenses		-	15,293	209,552	-	-	-	-	224,845
	General and administrative expenses		49,900	95,643	298,529	-	-	-	-	444,072
		Total operating expenses	228,934	455,829	1,696,082	-	-	-	296,118	2,676,963
INCOME (LOSS) FROM OPERATIONS			(228,584)	(161,021)	(1,607,564)	-	-	-	(296,118)	(2,293,287)
OTHER (INCOME) EXPENSE:
	Interest expense		-	-	7,161	-	-	-	-	7,161
	Interest expense - related party		-	9,234	-	-	-	-	-	9,234
	Other (income) expense		-	2,495	-	-	-	-	-	2,495
		Total other (income) expense	-	11,729	7,161	-	-	-	-	18,890
LOSS BEFORE INCOME TAX PROVISION			(228,584)	(172,750)	(1,614,725)	-	-	-	(296,118)	(2,312,177)
INCOME TAX PROVISION			-	-	-	-	-	-	-	-
NET LOSS			(228,584)	(172,750)	(1,614,725)	-	-	-	(296,118)	(2,312,177)
NET LOSS PER COMMON SHARE - BASIC AND DILUTED:
	Net loss per common share - basic and diluted									(0.13)
	Weighted Average Common Shares Outstanding - basic and diluted									17,147,227