10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2017

[   ] 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.)

2500 West Higgins Road, Ste. 780, Hoffman Estates, IL, 60169

(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 whether the issuer (1) 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 Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer Accelerated Filer [   ] [   ] Non-Accelerated Filer Smaller Reporting Company [   ] [X]

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes [   ] No [X]

The number of shares issued and outstanding of each of the issuer’s classes of common equity as of December 31, 2017 was 91,329,202.

2

Explanatory Note

The purpose of this Amendment No. 1 on Form 10–Q/A to Wellness Center USA, Inc.’s quarterly report on Form 10–Q for the quarter ended December 31, 2017, filed with the Securities and Exchange Commission on February 28, 2018 (the “Form 10–Q”), is solely to furnish Exhibit 101 to the Form 10–Q in accordance with Rule 405 of Regulation S–T.

No other changes have been made to the Form 10–Q. This Amendment No. 1 speaks as of the original filing date of the Form 10–Q, 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–Q.

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PART II - OTHER INFORMATION

Item 6. Exhibits

Exhibit No.	Description
101.INS*	XBRL Instance Document**
101.SCH*	XBRL Taxonomy Extension Schema**
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase**
101.DEF*	XBRL Taxonomy Extension Definition Linkbase**
101.LAB*	XBRL Taxonomy Extension Label Linkbase**
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase**

* Filed herewith.

**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: February 28, 2018	By: /s/ Paul D. Jones
	Paul D. Jones President (Duly Authorized Principal Executive Officer)

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: February 28, 2018	By: /s/ Douglas W. Samuelson
	Douglas W. Samuelson Chief Financial Officer and Principal Accounting Officer (Duly Authorized Principal Accounting Officer)

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Document and Entity Information	3 Months Ended
	Dec. 31, 2017 $ / shares shares
Details
Registrant Name	Wellness Center USA, Inc.
Registrant CIK	0001516887
SEC Form	10-Q
Period End date	Dec. 31, 2017
Fiscal Year End	--09-30
Trading Symbol	wcui
Tax Identification Number (TIN)	272980395
Number of common stock shares outstanding | shares	91,329,202
Filer Category	Smaller Reporting Company
Current with reporting	Yes
Voluntary filer	No
Well-known Seasoned Issuer	No
Amendment Flag	false
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Entity Incorporation, State Country Name	Nevada
Contained File Information, File Number	333-173216
Entity Address, Address Line One	2500 West Higgins Road, Ste. 780
Entity Address, City or Town	Hoffman Estates
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60169
City Area Code	(847)
Local Phone Number	925-1885
Entity Listing, Par Value Per Share | $ / shares	$ 0.001

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Consolidated Balance Sheets (December 31, 2017 unaudited) - USD ($)	Dec. 31, 2017	Sep. 30, 2017
Current Assets
Cash and cash equivalents	$ 23,594	$ 29,369
Accounts receivable	5,000	24,999
Inventories	12,112	12,335
Prepaid expenses	2,396	1,751
Total current assets	43,102	68,454
Property and equipment, net	4,112	5,126
Other Assets, Current	16,760	16,760
Total Other Assets	20,872	21,886
Total assets	63,974	90,340
Current liabilities:
Accounts Payable and Accrued Liabilities, Current	314,926	203,367
Accrued payroll - officers	43,807	13,440
Deferred revenue	52,348	55,098
Convertible note payable	119,930	49,884
Loans payable from shareholders	89,500	59,000
Total current liabilities	620,511	380,789
Shareholders' deficit:
Common stock, par value $0.001, 185,000,000 shares authorized; 91,329,202 and 90,284,916 shares issued and outstanding, respectively	91,329	90,285
Additional paid-in capital	19,200,081	19,069,211
Accumulated deficit	(19,484,590)	(19,132,557)
Total Wellness Center USA shareholders' equity (deficit)	(193,180)	26,939
Non-controlling interest	(363,357)	(317,388)
Total shareholders' deficit	(556,537)	(290,449)
Total liabilities and shareholders' deficit	$ 63,974	$ 90,340

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Consolidated Balance Sheets (December 31, 2017 unaudited) - Parenthetical - $ / shares	Dec. 31, 2017	Sep. 30, 2017
Details
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	185,000,000	185,000,000
Common Stock, Shares, Issued	91,329,202	90,284,916
Common Stock, Shares, Outstanding	91,329,202	90,284,916

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Condensed Consolidated Statements of Operations (unaudited) - USD ($)	3 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Sales:
Trade	$ 15,500	$ 89,000
Consulting services	11,000	14,125
Total Sales	26,500	103,125
Cost of goods sold	16,992	60,500
Gross profit	9,508	42,625
Operating expenses	334,163	416,563
Operating loss	(324,655)	(373,938)
Other Nonoperating Income (Expense)
Amortization of debt discount	(70,047)	0
Interest expense	(3,300)	0
Total other expenses	(73,347)	0
LOSS FROM CONTINUING OPERATIONS	(398,002)	(373,938)
DISCONTINUED OPERATIONS
Loss from discontinued operations	0	(41,562)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	(398,002)	(415,500)
Net loss attributable to non-controlling interest	45,969	6,528
NET LOSS ATTRIBUTABLE TO WELLNESS CENTER USA, INC.	$ (352,033)	$ (408,972)
BASIC AND DILUTED LOSS PER SHARE
Loss per share from continuing operations	$ (0.00)	$ (0.00)
Income (loss) per share from discontinued operations	(0.00)	(0.00)
Net loss per share	$ (0.00)	$ (0.01)
Basic and diluted weighted-average common shares outstanding	90,336,112	80,998,306

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Condensed Consolidated Statement of Shareholders' Deficit (unaudited) - 3 months ended Dec. 31, 2017 - USD ($)	Common Stock	Additional Paid-in Capital	Retained Earnings	With non-controlling interest	Noncontrolling Interest	Total
Shareholders' Equity, Value - Starting Balance at Sep. 30, 2017	$ 90,285	$ 19,069,211	$ (19,132,557)	$ 26,939	$ (317,388)	$ (290,449)
Shares, Outstanding, Ending Balance at Sep. 30, 2017	90,284,916
Stock Issued During Period, Value, Conversion of Convertible Securities	$ 924	109,990	0	110,914	0	110,914
Stock Issued During Period, Shares, Conversion of Convertible Securities	924,286
Fair value of common stock issued for services	$ 120	20,880	0	21,000	0	21,000
Fair value of common stock issued for services	120,000
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	$ 0	0	(352,033)	(352,033)	(45,969)	(398,002)
Shares, Outstanding, Ending Balance at Dec. 31, 2017	91,329,202
Shareholders' Equity, Value - Ending Balance at Dec. 31, 2017	$ 91,329	$ 19,200,081	$ (19,484,590)	$ (193,180)	$ (363,357)	$ (556,537)

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Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($)	3 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cash Flows from Operating Activities
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	$ (398,002)	$ (415,500)
Adjustments to reconcile net loss to net cash used in operating activities of continuing operations
Loss from discontinued operations	0	41,562
Depreciation expense	1,014	2,701
Amortization of debt discount	70,046	0
Fair value of common shares issued for services	21,000	38,150
Changes in Assets and Liabilities
Accounts receivable	19,999	(14,000)
Inventories	223	39,994
Prepaid expenses and other current assets	(645)	24,479
Accounts payable and accrued expenses	111,559	27,066
Accrued payroll taxes	0	12,204
Accrued payroll - officers	30,367	17,953
Deferred revenue	(2,750)	(5,701)
Net cash used in operating activities from continuing operations	(147,189)	(231,092)
Net cash used in operating activities from discontinued operations	0	(11,887)
Net cash used in operating activities	(147,189)	(242,979)
Cash Flows from Investing Activities
Purchases of property and equipment	0	(546)
Net cash used in investing activities from continuing operations	0	(546)
Net cash used in investing activities from discontinued operations	0	(1,704)
Net cash used in investing activities	0	(2,250)
Net Cash Provided by (Used in) Financing Activities
Proceeds from loans payable	30,500	0
Exercise of stock warrants	110,914	0
Proceeds from common stock issuable	0	309,000
Net Cash Provided by (Used in) Financing Activities	141,414	309,000
Cash and Cash Equivalents, Period Increase (Decrease)	(5,775)	63,771
Cash and Cash Equivalents, at Carrying Value, Beginning Balance	29,369	81,479
Cash and Cash Equivalents, at Carrying Value, Ending Balance	23,594	145,250
Supplemental Cash Flow Information
Interest Paid	0	0
Income Taxes Paid, Net	0	0
Cash Flow, Noncash Investing and Financing Activities Disclosure
Non-controlling interest's share in losses of a subsidiary	$ 45,969	$ 6,528

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Note 1 - Organization and Basis of Presentation

3 Months Ended

Dec. 31, 2017

Notes

Note 1 - Organization and Basis of Presentation

NOTE 1 – BASIS OF PRESENTATION

Organization and Operations

Wellness Center USA, Inc. ("WCUI" or the “Company”) was incorporated in June 2010 under the laws of the State of Nevada. The Company initially engaged in online sports and nutrition supplements marketing and distribution. The Company subsequently expanded into additional businesses within the healthcare and medical sectors through acquisitions, including Psoria-Shield Inc. (“PSI”), National Pain Centers, Inc. (“NPC”), and StealthCo Inc. (“SCI”), d/b/a Stealth Mark, Inc. On August 11, 2017, the Company entered into an agreement to sell 100% of the issued and outstanding shares of NPC, which has been accounted for as a discontinued operation on the condensed consolidated statement of operations for the three months ended December 31, 2016. See Note 3 for details relating to the sale.

The Company currently operates in the following business segments: (i) distribution of targeted Ultra Violet ("UV") phototherapy devices for dermatology; and (ii) authentication and encryption products and services. The segments are operated, respectively, through PSI and SCI.

Basis of Presentation of Unaudited Financial Information

The accompanying unaudited condensed consolidated financial statements of Wellness Center USA, Inc. and Subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended December 31, 2017 are not necessarily indicative of the results that may be expected for the year ending September 30, 2018.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company has not yet generated significant revenues and has incurred recurring net losses. During the three months ended December 31, 2017, the Company incurred a net loss from continuing operations of $398,002 and used cash in operations from continuing operations of $147,189, and had a shareholders’ deficit of $556,537 as of December 31, 2017. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its strategies. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

In addition, the Company's independent registered public accounting firm, in its report on the Company's September 30, 2017 financial statements, has raised substantial doubt about the Company's ability to continue as a going concern.

At December 31, 2017, the Company had cash on hand in the amount of $23,594. The ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and raising additional capital soon to meet its obligations and repay its liabilities arising from normal business operations when they come due. Since inception, we have funded our operations primarily through equity and debt financings and we expect to continue to rely on these sources of capital in the future. During the three months ended December 31, 2017, the Company received $141,114 through debt financing and the exercise of stock warrants.

No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stock holders, in case of equity financing.

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Note 2 - Summary of Significant Accounting Policies

3 Months Ended

Dec. 31, 2017

Notes

Note 2 - Summary of Significant Accounting Policies

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation

The Company's consolidated subsidiaries and/or entities are as follows:

Name of consolidated subsidiary or entity	State or other jurisdiction of incorporation or organization	Date of incorporation or formation (date of acquisition/disposition, if applicable)	Attributable interest
Psoria-Shield Inc. (“PSI”)	The State of Florida	June 17, 2009 (August 24, 2012)	100%
StealthCo, Inc. (“StealthCo”)	The State of Illinois	March 18, 2014	100%
Psoria Development Company LLC. (“PDC”)	The State of Illinois	January 15, 2015	50%

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in the valuation of inventory and obsolescence and valuations of stock-based compensation calculations, among others. Actual results could differ from these estimates.

Income (Loss) Per Share

Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. For the three months ended December 31, 2017 and 2016, the basic and diluted shares outstanding were the same, as potentially dilutive shares were considered anti-dilutive. At December 31, 2017 and 2016, the dilutive impact of outstanding stock options of 6,822,000 and 5,785,000 shares, respectively, and outstanding warrants for 62,716,019and 64,208,158 shares, respectively, have been excluded because their impact on the loss per share is anti-dilutive.

Revenue Recognition

The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. In addition to the aforementioned general policy, the following are the specific revenue recognition policies for each major category of revenue:

(i)    Sale of products: 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)   Consulting services: Revenue is recognized in the period services are rendered and earned under service arrangements with clients where service fees are fixed or determinable and collectability is reasonably assured.

Payments received before the relevant criteria for revenue recognition are satisfied are recorded as deferred revenue. Deferred revenue at December 31, 2017 and 2016 was $52,348 and $55,098, respectively.

Non-controlling Interest

Non-controlling interest represents the non-controlling interest holder’s proportionate share of the equity of the Company’s majority-owned subsidiary, PDC. Non-controlling interest is adjusted for the non-controlling interest holder’s proportionate share of the earnings or losses and other comprehensive income (loss), if any, and the non-controlling interest continues to be attributed its share of losses even if that attribution results in a deficit non-controlling interest balance.

Stock-Based Compensation

The Company periodically grants stock options and warrants to employees and non-employees in non-capital raising transactions as compensation for services rendered. The Company accounts for stock option and stock warrant grants to employees based on the authoritative guidance provided by the Financial Accounting Standards Board where the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and stock warrant grants to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board where the value of the stock compensation is determined based upon the measurement date at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option or warrant grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date.

The fair value of the Company’s common stock option and warrant grants are estimated using a Black-Scholes Merton option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, estimated forfeitures and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model, and based on actual experience. The assumptions used in the Black-Scholes Merton option pricing model could materially affect compensation expense recorded in future periods.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements and disclosures.

In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

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Note 3 - Discontinued Operations

3 Months Ended

Dec. 31, 2017

Notes

Note 3 - Discontinued Operations

NOTE 3 – DISCONTINUED OPERATIONS

On August 11, 2017, the Company entered into an agreement with Dr. Jay Joshi to sell 100% of the issued and outstanding shares of NPC Inc. (“NPC”) to Dr. Joshi. As part of the agreement, Dr. Joshi and NPC released the Company from any and all liabilities, claims and obligations of the Company in favor of Dr. Joshi or NPC and arising from or relating to the operation of the NPC business. Also as part of the agreement, Dr. Joshi’s employment agreement with NPC was terminated and all assets and liabilities of NPC were transferred to Dr. Joshi as of the date of the agreement, including $365,459 of accrued compensation and shareholder advances owed to Dr. Joshi by NPC. The Company agreed to sell NPC to Dr. Joshi so that it could focus on its other business segments, PSI and Stealth Mark, which are technology companies, while NPC was a service business. Further, the elimination of the underlined NPC liabilities to Dr. Joshi will significantly improve Wellness Center Inc.’s financial position. As part of the agreement, the Company agreed to issue Dr. Joshi stock options to purchase 500,000 shares of its common stock with an exercise price of $0.25 per share. Dr. Joshi continued to serve on the Company’s board of directors until February 5, 2018. During the year ended September 30, 2017, the Company recorded a $252,508 gain relating to this transaction.

Components of the statement of operations relating to NPC for the three months ended December 31, 2016 were as follows:

Total Sales	$	37,402
Operating expenses		78,964
Loss from discontinued operations	$	(41,562)

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Note 4 - Loans Payable from Shareholders

3 Months Ended

Dec. 31, 2017

Notes

Note 4 - Loans Payable from Shareholders

NOTE 4 – LOANS PAYABLE FROM SHAREHOLDERS

Loans payable of $59,000 at September 30, 2017 consist of two unsecured note agreements issued in 2014 totaling to $9,000, and two short-term unsecured loans issued in fiscal 2017 totaling to $50,000. The loans have no stated interest rate and are due on demand. During the three months ended December 31, 2017, the Company borrowed $30,500 under three short-term unsecured loans. The loans have no stated interest rate and are due on demand. As of December 31, 2017, loans payable of $89,500 were outstanding.

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Note 5 - Convertible Note Agreement

3 Months Ended

Dec. 31, 2017

Notes

Note 5 - Convertible Note Agreement

NOTE 5 – CONVERTIBLE NOTE AGREEMENT

		December 31,		September 30,
		2017		2017
Convertible note payable	$	165,000	$	165,000
Debt discount – unamortized balance		(45,070)		(115,116)
Convertible note payable, net	$	119,930	$	49,884

In July 2017, the Company entered into a Convertible Note Payable Agreement with an individual under which the Company borrowed $165,000. Net proceeds received by the Company under the agreement were $150,000. In connection with the agreement, the Company issued the individual 165,000 restricted shares of its common stock and warrants to purchase 330,000 shares of its common stock, which vested upon grant. The warrants expire five years from the date of grant and have an exercise price of $0.50 per share. The note payable accrues interest at eight percent per annum, is unsecured and is convertible at any time after the 90^th day from the issue date into the Company’s common stock at the fixed conversion price of $0.25 per share. The note matures in February 2018, but may be extended at the option of the individual. The Company may prepay the note at any time immediately following the issue date upon seven days’ prior written notice.

On the date of the agreement, the closing price of the common stock was $0.31 per share. As the conversion price embedded in the note agreement was below the trading price of the common stock on the date of issuance, a beneficial conversion feature (BCF) was recognized at the date of issuance. The Company recognized a debt discount at the date of issuance in the aggregate amount of $150,000 related to the relative fair value of the warrants and beneficial conversion features, which comprised $94,704 related to the intrinsic value of beneficial conversion features and $55,296 related to the relative fair value of the warrants. The aggregate fair value of the warrants of $87,582 was based on a probability effected Black-Scholes option pricing model with a stock price of $0.31, volatility of 139.98% and risk-free rate of 1.28%. The unamortized balance of the debt discount at September 30, 2017 was $115,116. During the three months ended December 31, 2017, the Company amortized $70,046 of debt discount, leaving an unamortized balance of $119,930 at December 31, 2017.

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Note 6 - Shareholders' Equity

3 Months Ended

Dec. 31, 2017

Notes

Note 6 - Shareholders' Equity

NOTE 6 – SHAREHOLDERS’ EQUITY

Common shares issued for Services

During the three months ended December 31, 2017, the Company issued 120,000 shares of its common stock valued at $21,000 for services provided by accounting and PSI consultants. The shares were valued at the trading price of the common stock at the date of issuance.

Stock Options

On December 22, 2010, effective retroactively as of June 30, 2010, the Company’s board of directors approved the adoption of the “2010 Non-Qualified Stock Option Plan” (“2010 Option Plan”) by unanimous consent. The 2010 Option Plan was initiated to encourage and enable officers, directors, consultants, advisors and key employees of the Company to acquire and retain a proprietary interest in the Company by ownership of its common stock. A total of 7,500,000 of the authorized shares of the Company’s common stock may be subject to, or issued pursuant to, the terms of the plan.

The table below summarizes the Company’s stock option activities for the three months ended December 31, 2017:

	Number of Option Shares		Exercise Price Range Per Share		Weighted Average Exercise Price		Fair Value at Date of Grant
Balance, September 30, 2017	6,822,500	$	0.10 - 2.00	$	0.51	$	1,865,628
Granted	-		-		-		-
Cancelled	-		-		-		-
Exercised	-		-		-		-
Expired	-		-		-		-
Balance, December 31, 2017	6,822,500	$	0.10 – 2.00	$	0.51	$	1,865,628
Vested and exercisable, December 31, 2017	6,822,500	$	0.10 – 2.00	$	0.51	$	1,865,628
Unvested, December 31, 2017	-	$	-	$	-	$	-

The aggregate intrinsic value for option shares outstanding at December 31, 2017 was $119,688.

The following table summarizes information concerning outstanding and exercisable options as of December 31, 2017:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Outstanding	Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable	Average Remaining Contractual Life (in years)		Weighted Average Exercise Price
$0.10 - 0.39	3,300,000	3.31	$	0.17		3,300,000	3.31	$	0.17
0.40 - 0.99	2,122,500	1.30		0.40		2,122,500	1.30		0.40
1.00 - 1.99	750,000	3.00		1.00		750,000	3.00		1.00
2.00	650,000	3.00		2.00		650,000	3.00		2.00
$0.01 - 2.00	6,822,500	2.62	$	0.51		6,822,500	2.62	$	0.51

As of December 31, 2017, there were 677,500 shares of stock options remaining available for issuance under the 2010 Plan.

Stock Warrants

During the three months ended December, 31, 2017, warrants to purchase 924,286 shares of the Company’s common stock were exercised for $110,914.

The table below summarizes the Company’s warrants activities for the three months ended December 31, 2017:

	Number of Warrant Shares		Exercise Price Range Per Share		Weighted Average Exercise Price			Fair Value at Date of Issuance
Balance, September 30, 2017	64,161,304	$	0.12 - 1.00	$		0.24	$	2,151,219
Granted	-		-			-		-
Cancelled	-		-			-		-
Exercised	(924,286)		0.12			0.12		-
Expired	(520,999)		0.45			0.45		-
Balance, December 31, 2017	62,716,019	$	0.12 - 1.00	$		0.24	$	2,151,219
Vested and exercisable, December 31, 2017	62,716,019	$	0.12 - 1.00	$		0.24	$	2,151,219
Unvested, December 31, 2017	-	$	-	$		-	$	-

The aggregate intrinsic value for warrant shares outstanding December 31, 2017 was $1,811,221.

The following table summarizes information concerning outstanding and exercisable warrants as of December 31, 2017:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Outstanding	Average Remaining Contractual Life (in years)		Weighted Average Exercise Price	Number Exercisable	Average Remaining Contractual Life (in years)		Weighted Average Exercise Price
$0.12 – 0.20	43,006,773	2.27	$	0.15	43,006,773	2.27	$	0.15
0.21 – 0.49	15,209,508	1.17		0.34	15,209,508	1.17		0.34
0.50 – 1.00	4,499,738	0.64		0.75	4,499,738	0.64		0.75
$0.12 – 1.00	62,716,019	1.89	$	0.24	62,716,019	1.89	$	0.24

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Note 7 - Segment Reporting

3 Months Ended

Dec. 31, 2017

Notes

Note 7 - Segment Reporting

NOTE 7 – SEGMENT REPORTING

Reportable segments are components of an enterprise about which separate financial information is available and that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company's reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. During the year ended September 30, 2017, the Company discontinued operations of its NPC segment (see Note 3).

The Company operates in the following business segments:

(i) Medical Devices: which it stems from PSI, its wholly-owned subsidiary it acquired on August 24, 2012, a developer, manufacturer, marketer and distributer of targeted Ultra Violet ("UV") phototherapy devices for the treatment of skin diseases.

(ii) Authentication and Encryption Products and Services: which it stems from StealthCo, its wholly-owned subsidiary formed on March 18, 2014. StealthCo engages in the business of selling, licensing or otherwise providing certain authentication and encryption products and services upon acquisition of certain assets from SMI.

The detailed segment information of the Company is as follows:

Wellness Center USA, Inc.
Assets By Segments
		December 31, 2017
		Corporate		Medical Devices		Authentication  and Encryption		Total
ASSETS
Current Assets
Cash	$	15,800	$	2,367	$	5,427	$	23,594
Accounts receivable		-		-		5,000		5,000
Inventories		-		-		12,112		12,112
Prepaid expenses and other current assets		-		-		2,396		2,396
Total current assets		15,800		2,367		24,935		43,102
Property and equipment, net		700		-		3,412		4,112
Other assets		15,000		1,760		-		16,760
Total other assets		15,700		1,760		3,412		20,872
TOTAL ASSETS	$	31,500	$	4,127	$	28,347	$	63,974

Wellness Center USA, Inc.
Operations by Segments
		For the Three Months Ended
		December 31, 2017
		Corporate		Medical Devices		Authentication  and Encryption		Total
Sales:
Trade	$	-	$	-	$	15,500	$	15,500
Consulting services		-		-		11,000		11,000
Total Sales		-		-		26,500		26,500
Cost of goods sold		-		-		16,992		16,992
Gross profit		-		-		9,508		9,508
Operating expenses		161,405		92,672		80,086		334,163
Loss from operations	$	(161,405)	$	(92,672)	$	(70,578)	$	(324,655)

Wellness Center USA, Inc.
Operations by Segments
		For the Three Months Ended
		December 31, 2016
		Corporate		Medical Devices		Authentication and Encryption		Total
Sales:
Trade	$	-	$	84,000	$	5,000	$	89,000
Consulting services		-		-		14,125		14,125
Total Sales		-		84,000		19,125		103,125
Cost of goods sold		-		40,033		20,467		60,500
Gross profit (loss)		-		43,967		(1,342)		42,625
Operating expenses		236,905		65,656		114,002		416,563
Loss from operations	$	(236,905)	$	(21,689)	$	(115,344)	$	(373,938)

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Note 8 - Legal Matters

3 Months Ended

Dec. 31, 2017

Notes

Note 8 - Legal Matters

NOTE 8 – LEGAL MATTERS

The Company is periodically engaged in legal proceedings arising from and relating to its business operations. We currently are not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our Company’s or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect on our financial condition or results of operations.

In June, 2015, the Company and its CEO received a formal order of investigation from the Chicago Regional Staff of the SEC. The Company and its CEO cooperated and delivered requested documents, testimony, and tolling agreements.

In May, 2017, the Staff issued a Wells Notice stating its preliminary determination to recommend an enforcement action against the Company and its CEO based on possible violations of Section 17(a) of the Securities Act, Sections 15 (a) and 10(b) of the Exchange Act, and Rule 10b-5 thereunder. The Staff would allege, among other things, that periodic reports issued during 2013 and 2014 were misleading because they failed to disclose or mischaracterized as “salary”, “prepayments” or “loans,” several payments totaling $450,000 made to our CEO during those years without prior Board approval; that two press releases issued in 2015 touted shipments of several Psoria-Light devices that were not closed sales; and that we used an unregistered broker-dealer to identify and solicit potential investors during 2013, 2015 and 2017.

Subsequent discussions resulted in our submission of an Offer of Settlement (“Offer”) through an administrative cease and desist action on November 17, 2017. Pursuant to the Offer, we neither admit nor deny any of the proposed allegations, but are enjoined from violating the above-referenced Sections and Rule. The Offer imposes no financial penalties or sanctions against the Company, and is subject to final SEC approval. The CEO did not join in the Offer and may contest any action that may be asserted against him.

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Note 9 - Subsequent Events

3 Months Ended

Dec. 31, 2017

Notes

Note 9 - Subsequent Events

NOTE 9 – SUBSEQUENT EVENTS

On January 1, 2018, the Company entered into employment agreements with three employees of SCI, under which their employment shall continue in effect for a period of three years. Each agreement allows for a base salary that can increase each year based on certain profitability goals of SCI or SCI products. Under the agreements, the Company will issue options to purchase a combined total of 1,775,000 shares of its common stock. The options are exercisable over a term of five years, with an exercise price equal to the fair market value of the common stock on the date of grant. A combined total of 675,000 shares will vest in equal amounts over a three-month period, starting on January 1, 2018, with the remainder vesting in equal amounts over the following one year and two months. Further, provided the employees remain employed by the Company, beginning on January 1, 2018, they will be granted additional stock options to purchase up to an aggregate total of 250,000 shares of the Company’s common stock each quarter, exercisable over a five year period, and issuable on the last day of each quarter ending, with an exercise price to be set at the then fair market value and based on the closing trading price on the last day of each quarter end. All Options shall accelerate and become fully vested upon the sale or change of control of the Company.

In January 2018, the Company entered into a promissory note payable agreement with one of its investors. Under the agreement, the Company borrowed $50,000. The note accrued interest at 8% per annum, is unsecured and is due in January 2019.

In February 2018, the Company entered into a promissory note payable agreement with one of its investors. Under the agreement, the Company borrowed $37,500. The note accrued interest at 8% per annum, is unsecured and is due in February 2019.

In February 2018, the Company entered into a promissory note payable agreement with one of its investors. Under the agreement, the Company borrowed $30,000. The note accrued interest at 8% per annum, is unsecured and is due in February 2019.

Subsequent to December 31, 2017, the Company issued 30,000 shares of its common stock for services provided by a PSI consultant. The shares were valued at the trading price of the common stock at the date of issuance.

Subsequent to December 31, 2017, warrants were exercised to purchase 416,667 shares of the Company’s common stock for $50,000.

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Note 1 - Organization and Basis of Presentation: Organization and Operations (Policies)

3 Months Ended

Dec. 31, 2017

Policies

Organization and Operations

Organization and Operations

Wellness Center USA, Inc. ("WCUI" or the “Company”) was incorporated in June 2010 under the laws of the State of Nevada. The Company initially engaged in online sports and nutrition supplements marketing and distribution. The Company subsequently expanded into additional businesses within the healthcare and medical sectors through acquisitions, including Psoria-Shield Inc. (“PSI”), National Pain Centers, Inc. (“NPC”), and StealthCo Inc. (“SCI”), d/b/a Stealth Mark, Inc. On August 11, 2017, the Company entered into an agreement to sell 100% of the issued and outstanding shares of NPC, which has been accounted for as a discontinued operation on the condensed consolidated statement of operations for the three months ended December 31, 2016. See Note 3 for details relating to the sale.

The Company currently operates in the following business segments: (i) distribution of targeted Ultra Violet ("UV") phototherapy devices for dermatology; and (ii) authentication and encryption products and services. The segments are operated, respectively, through PSI and SCI.

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Note 1 - Organization and Basis of Presentation: Basis of Presentation of Unaudited Financial Information (Policies)

3 Months Ended

Dec. 31, 2017

Policies

Basis of Presentation of Unaudited Financial Information

Basis of Presentation of Unaudited Financial Information

The accompanying unaudited condensed consolidated financial statements of Wellness Center USA, Inc. and Subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended December 31, 2017 are not necessarily indicative of the results that may be expected for the year ending September 30, 2018.

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Note 1 - Organization and Basis of Presentation: Substantial Doubt about Going Concern (Policies)

3 Months Ended

Dec. 31, 2017

Policies

Substantial Doubt about Going Concern

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company has not yet generated significant revenues and has incurred recurring net losses. During the three months ended December 31, 2017, the Company incurred a net loss from continuing operations of $398,002 and used cash in operations from continuing operations of $147,189, and had a shareholders’ deficit of $556,537 as of December 31, 2017. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its strategies. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

In addition, the Company's independent registered public accounting firm, in its report on the Company's September 30, 2017 financial statements, has raised substantial doubt about the Company's ability to continue as a going concern.

At December 31, 2017, the Company had cash on hand in the amount of $23,594. The ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and raising additional capital soon to meet its obligations and repay its liabilities arising from normal business operations when they come due. Since inception, we have funded our operations primarily through equity and debt financings and we expect to continue to rely on these sources of capital in the future. During the three months ended December 31, 2017, the Company received $141,114 through debt financing and the exercise of stock warrants.

No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stock holders, in case of equity financing.

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Note 2 - Summary of Significant Accounting Policies: Basis of Consolidation (Policies)

3 Months Ended

Dec. 31, 2017

Policies

Basis of Consolidation

Basis of Consolidation

The Company's consolidated subsidiaries and/or entities are as follows:

Name of consolidated subsidiary or entity	State or other jurisdiction of incorporation or organization	Date of incorporation or formation (date of acquisition/disposition, if applicable)	Attributable interest
Psoria-Shield Inc. (“PSI”)	The State of Florida	June 17, 2009 (August 24, 2012)	100%
StealthCo, Inc. (“StealthCo”)	The State of Illinois	March 18, 2014	100%
Psoria Development Company LLC. (“PDC”)	The State of Illinois	January 15, 2015	50%

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Note 2 - Summary of Significant Accounting Policies: Policy 2 - Use of Estimates (Policies)

3 Months Ended

Dec. 31, 2017

Policies

Policy 2 - Use of Estimates

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in the valuation of inventory and obsolescence and valuations of stock-based compensation calculations, among others. Actual results could differ from these estimates.

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Note 2 - Summary of Significant Accounting Policies: Income (Loss) per Share (Policies)

3 Months Ended

Dec. 31, 2017

Policies

Income (Loss) per Share

Income (Loss) Per Share

Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. For the three months ended December 31, 2017 and 2016, the basic and diluted shares outstanding were the same, as potentially dilutive shares were considered anti-dilutive. At December 31, 2017 and 2016, the dilutive impact of outstanding stock options of 6,822,000 and 5,785,000 shares, respectively, and outstanding warrants for 62,716,019and 64,208,158 shares, respectively, have been excluded because their impact on the loss per share is anti-dilutive.

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Note 2 - Summary of Significant Accounting Policies: Policy 4 - Revenue Recognition (Policies)

3 Months Ended

Dec. 31, 2017

Policies

Policy 4 - Revenue Recognition

Revenue Recognition

The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. In addition to the aforementioned general policy, the following are the specific revenue recognition policies for each major category of revenue:

(i)    Sale of products: 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)   Consulting services: Revenue is recognized in the period services are rendered and earned under service arrangements with clients where service fees are fixed or determinable and collectability is reasonably assured.

Payments received before the relevant criteria for revenue recognition are satisfied are recorded as deferred revenue. Deferred revenue at December 31, 2017 and 2016 was $52,348 and $55,098, respectively.

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Note 2 - Summary of Significant Accounting Policies: Non-controlling Interest (Policies)

3 Months Ended

Dec. 31, 2017

Policies

Non-controlling Interest

Non-controlling Interest

Non-controlling interest represents the non-controlling interest holder’s proportionate share of the equity of the Company’s majority-owned subsidiary, PDC. Non-controlling interest is adjusted for the non-controlling interest holder’s proportionate share of the earnings or losses and other comprehensive income (loss), if any, and the non-controlling interest continues to be attributed its share of losses even if that attribution results in a deficit non-controlling interest balance.

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Note 2 - Summary of Significant Accounting Policies: Stock-Based Compensation (Policies)

3 Months Ended

Dec. 31, 2017

Policies

Stock-Based Compensation

Stock-Based Compensation

The Company periodically grants stock options and warrants to employees and non-employees in non-capital raising transactions as compensation for services rendered. The Company accounts for stock option and stock warrant grants to employees based on the authoritative guidance provided by the Financial Accounting Standards Board where the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and stock warrant grants to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board where the value of the stock compensation is determined based upon the measurement date at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option or warrant grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date.

The fair value of the Company’s common stock option and warrant grants are estimated using a Black-Scholes Merton option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, estimated forfeitures and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model, and based on actual experience. The assumptions used in the Black-Scholes Merton option pricing model could materially affect compensation expense recorded in future periods.

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Note 2 - Summary of Significant Accounting Policies: Policy 8 - Recently Issued Accounting Pronouncments (Policies)

3 Months Ended

Dec. 31, 2017

Policies

Policy 8 - Recently Issued Accounting Pronouncments

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements and disclosures.

In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

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Note 2 - Summary of Significant Accounting Policies: Basis of Consolidation: Schedule of the Company's Consolidated Subsidiaries (Tables)

3 Months Ended

Dec. 31, 2017

Tables/Schedules

Schedule of the Company's Consolidated Subsidiaries

Name of consolidated subsidiary or entity	State or other jurisdiction of incorporation or organization	Date of incorporation or formation (date of acquisition/disposition, if applicable)	Attributable interest
Psoria-Shield Inc. (“PSI”)	The State of Florida	June 17, 2009 (August 24, 2012)	100%
StealthCo, Inc. (“StealthCo”)	The State of Illinois	March 18, 2014	100%
Psoria Development Company LLC. (“PDC”)	The State of Illinois	January 15, 2015	50%

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Note 3 - Discontinued Operations: Discontinued Operations, Statements of Operations (Tables)

3 Months Ended

Dec. 31, 2017

Tables/Schedules

Discontinued Operations, Statements of Operations

Components of the statement of operations relating to NPC for the three months ended December 31, 2016 were as follows:

Total Sales	$	37,402
Operating expenses		78,964
Loss from discontinued operations	$	(41,562)

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Note 5 - Convertible Note Agreement: Convertible Debt (Tables)

3 Months Ended

Dec. 31, 2017

Tables/Schedules

Convertible Debt

		December 31,		September 30,
		2017		2017
Convertible note payable	$	165,000	$	165,000
Debt discount – unamortized balance		(45,070)		(115,116)
Convertible note payable, net	$	119,930	$	49,884

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Note 6 - Shareholders' Equity: Share-based Compensation, Activity (Tables)

3 Months Ended

Dec. 31, 2017

Tables/Schedules

Share-based Compensation, Activity

	Number of Option Shares		Exercise Price Range Per Share		Weighted Average Exercise Price		Fair Value at Date of Grant
Balance, September 30, 2017	6,822,500	$	0.10 - 2.00	$	0.51	$	1,865,628
Granted	-		-		-		-
Cancelled	-		-		-		-
Exercised	-		-		-		-
Expired	-		-		-		-
Balance, December 31, 2017	6,822,500	$	0.10 – 2.00	$	0.51	$	1,865,628
Vested and exercisable, December 31, 2017	6,822,500	$	0.10 – 2.00	$	0.51	$	1,865,628
Unvested, December 31, 2017	-	$	-	$	-	$	-

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Note 6 - Shareholders' Equity: Schedule of information concerning outstanding and exercisable options (Tables)

3 Months Ended

Dec. 31, 2017

Tables/Schedules

Schedule of information concerning outstanding and exercisable options

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Outstanding	Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable	Average Remaining Contractual Life (in years)		Weighted Average Exercise Price
$0.10 - 0.39	3,300,000	3.31	$	0.17		3,300,000	3.31	$	0.17
0.40 - 0.99	2,122,500	1.30		0.40		2,122,500	1.30		0.40
1.00 - 1.99	750,000	3.00		1.00		750,000	3.00		1.00
2.00	650,000	3.00		2.00		650,000	3.00		2.00
$0.01 - 2.00	6,822,500	2.62	$	0.51		6,822,500	2.62	$	0.51

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Note 6 - Shareholders' Equity: Schedule of Warrant Activity (Tables)

3 Months Ended

Dec. 31, 2017

Tables/Schedules

Schedule of Warrant Activity

	Number of Warrant Shares		Exercise Price Range Per Share		Weighted Average Exercise Price			Fair Value at Date of Issuance
Balance, September 30, 2017	64,161,304	$	0.12 - 1.00	$		0.24	$	2,151,219
Granted	-		-			-		-
Cancelled	-		-			-		-
Exercised	(924,286)		0.12			0.12		-
Expired	(520,999)		0.45			0.45		-
Balance, December 31, 2017	62,716,019	$	0.12 - 1.00	$		0.24	$	2,151,219
Vested and exercisable, December 31, 2017	62,716,019	$	0.12 - 1.00	$		0.24	$	2,151,219
Unvested, December 31, 2017	-	$	-	$		-	$	-

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Note 6 - Shareholders' Equity: Schedule of Outstanding and Exercisable Warrants (Tables)

3 Months Ended

Dec. 31, 2017

Tables/Schedules

Schedule of Outstanding and Exercisable Warrants

	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
$0.12 – 0.20	43,006,773	2.27	$	0.15	43,006,773	2.27	$	0.15
0.21 – 0.49	15,209,508	1.17		0.34	15,209,508	1.17		0.34
0.50 – 1.00	4,499,738	0.64		0.75	4,499,738	0.64		0.75
$0.12 – 1.00	62,716,019	1.89	$	0.24	62,716,019	1.89	$	0.24

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Note 7 - Segment Reporting: Assets By Segments (Tables)

3 Months Ended

Dec. 31, 2017

Tables/Schedules

Assets By Segments

Wellness Center USA, Inc.
Assets By Segments
		December 31, 2017
		Corporate		Medical Devices		Authentication  and Encryption		Total
ASSETS
Current Assets
Cash	$	15,800	$	2,367	$	5,427	$	23,594
Accounts receivable		-		-		5,000		5,000
Inventories		-		-		12,112		12,112
Prepaid expenses and other current assets		-		-		2,396		2,396
Total current assets		15,800		2,367		24,935		43,102
Property and equipment, net		700		-		3,412		4,112
Other assets		15,000		1,760		-		16,760
Total other assets		15,700		1,760		3,412		20,872
TOTAL ASSETS	$	31,500	$	4,127	$	28,347	$	63,974

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Note 7 - Segment Reporting: Operations by Segments (Tables)

3 Months Ended

Dec. 31, 2017

Tables/Schedules

Operations by Segments

Wellness Center USA, Inc.
Operations by Segments
		For the Three Months Ended
		December 31, 2017
		Corporate		Medical Devices		Authentication  and Encryption		Total
Sales:
Trade	$	-	$	-	$	15,500	$	15,500
Consulting services		-		-		11,000		11,000
Total Sales		-		-		26,500		26,500
Cost of goods sold		-		-		16,992		16,992
Gross profit		-		-		9,508		9,508
Operating expenses		161,405		92,672		80,086		334,163
Loss from operations	$	(161,405)	$	(92,672)	$	(70,578)	$	(324,655)

Wellness Center USA, Inc.
Operations by Segments
		For the Three Months Ended
		December 31, 2016
		Corporate		Medical Devices		Authentication and Encryption		Total
Sales:
Trade	$	-	$	84,000	$	5,000	$	89,000
Consulting services		-		-		14,125		14,125
Total Sales		-		84,000		19,125		103,125
Cost of goods sold		-		40,033		20,467		60,500
Gross profit (loss)		-		43,967		(1,342)		42,625
Operating expenses		236,905		65,656		114,002		416,563
Loss from operations	$	(236,905)	$	(21,689)	$	(115,344)	$	(373,938)

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Note 1 - Organization and Basis of Presentation: Organization and Operations (Details)	3 Months Ended
	Dec. 31, 2017
Details
Entity Incorporation, State Country Name	Nevada

XML

Note 1 - Organization and Basis of Presentation: Substantial Doubt about Going Concern (Details) - USD ($)	3 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Sep. 30, 2017
Details
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	$ (398,002)	$ (415,500)
Net cash used in operating activities from continuing operations	(147,189)	$ (231,092)
Total shareholders' deficit	$ (556,537)		$ (290,449)

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Note 2 - Summary of Significant Accounting Policies: Policy 4 - Revenue Recognition (Details) - USD ($)	Dec. 31, 2017	Sep. 30, 2017	Dec. 31, 2016
Details
Deferred revenue	$ 52,348	$ 55,098	$ 55,098

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Note 3 - Discontinued Operations: Discontinued Operations, Statements of Operations (Details) - Discontinued	3 Months Ended
	Dec. 31, 2017 USD ($)
Total Sales	$ 37,402
Operating expenses	78,964
Operating loss	$ (41,562)

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Note 4 - Loans Payable from Shareholders (Details) - USD ($)	3 Months Ended
	Dec. 31, 2017	Sep. 30, 2017
Loans payable from Shareholders
Loans payable, outstanding	$ 89,500	$ 59,000
Debt Instrument, Interest Rate, Stated Percentage	0.00%
Debt Instrument, Payment Terms	due on demand
Proceeds from Loans	$ 30,500
Two unsecured note agreements
Loans payable, outstanding	9,000
Two short-term unsecured loans
Loans payable, outstanding	$ 50,000

XML

Note 5 - Convertible Note Agreement: Convertible Debt (Details) - USD ($)	Dec. 31, 2017	Sep. 30, 2017
Details
Convertible note payable	$ 165,000	$ 165,000
Debt discount - unamortized balance	(45,070)	(115,116)
Convertible note payable, net	$ 119,930	$ 49,884

XML

Note 5 - Convertible Note Agreement (Details) - Convertible Note 1	3 Months Ended
	Dec. 31, 2017 USD ($)
Debt Instrument, Description	Convertible Note Payable Agreement
Debt Instrument, Face Amount	$ 165,000
Long-term Debt, Fair Value	$ 150,000
Debt Instrument, Collateral	unsecured
Debt Instrument, Convertible, Terms of Conversion Feature	convertible at any time after the 90th day from the issue date into the Company’s common
Debt Instrument, Unamortized Discount	$ 150,000

XML

Note 6 - Shareholders' Equity (Details)	3 Months Ended
	Dec. 31, 2017 USD ($) shares
Aggregate intrinsic value for option shares outstanding | $	$ 119,688
Shares of stock options remaining available for issuance | shares	677,500
Aggregate intrinsic value for warrant shares outstanding | $	$ 1,811,221
Transaction 1
Shares, Issued | shares	120,000
Stock Issued | $	$ 21,000
Transaction 2
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | shares	924,286

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Note 6 - Shareholders' Equity: Share-based Compensation, Activity (Details) - Stock option	3 Months Ended
	Dec. 31, 2017 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | shares	6,822,500
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance	$ 0.51
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $	$ 1,865,628
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares	0
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | shares	0
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares	0
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | shares	0
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | shares	6,822,500
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance	$ 0.51
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $	$ 1,865,628
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares	6,822,500
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.51
Minimum
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance	0.10
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance	0.10
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	0.10
Maximum
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance	2.00
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance	2.00
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 2.00

XML

Note 6 - Shareholders' Equity: Schedule of information concerning outstanding and exercisable options (Details) - Stock option - $ / shares	Dec. 31, 2017	Sep. 30, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	6,822,500	6,822,500
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.51	$ 0.51
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	6,822,500
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.51
$0.10 - 0.39
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	3,300,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	3 years 3 months 22 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.17
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	3,300,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	3 years 3 months 22 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.17
0.40 - 0.99
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	2,122,500
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	1 year 3 months 18 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.40
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	2,122,500
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	1 year 3 months 18 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.40
1.00 - 1.99
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	750,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	3 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 1.00
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	750,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	3 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 1.00
2.00
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	650,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	3 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 2.00
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	650,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	3 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 2.00
$0.01 - 2.00
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	6,822,500
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	2 years 7 months 13 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.51
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	6,822,500
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	2 years 7 months 13 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.51

XML

Note 6 - Shareholders' Equity: Schedule of Warrant Activity (Details) - Warrants	3 Months Ended
	Dec. 31, 2017 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | shares	64,161,304
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance	$ 0.24
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares	0
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | shares	0
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares	(924,286)
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price	$ 0.12
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | shares	(520,999)
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price	$ 0.45
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | shares	62,716,019
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance	$ 0.24
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares	62,716,019
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.24
Minimum
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance	0.12
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance	0.12
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	0.12
Maximum
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance	1.00
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance	1.00
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 1.00

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Note 6 - Shareholders' Equity: Schedule of Outstanding and Exercisable Warrants (Details) - Warrants - $ / shares	Dec. 31, 2017	Sep. 30, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	62,716,019	64,161,304
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.24	$ 0.24
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	62,716,019
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.24
$0.12 - 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	43,006,773
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	2 years 3 months 7 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.15
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	43,006,773
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	2 years 3 months 7 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.15
0.21 - 0.49
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	15,209,508
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	1 year 2 months 1 day
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.34
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	15,209,508
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	1 year 2 months 1 day
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.34
0.50 - 1.00
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	4,499,738
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	7 months 20 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.75
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	4,499,738
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	7 months 20 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.75
$0.12 - 1.00
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	62,716,019
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	1 year 10 months 20 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.24
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	62,716,019
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	1 year 10 months 20 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.24

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Note 7 - Segment Reporting: Assets By Segments (Details) - USD ($)	Dec. 31, 2017	Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2016
Current Assets
Cash and cash equivalents	$ 23,594	$ 29,369	$ 145,250	$ 81,479
Accounts receivable	5,000	24,999
Inventories	12,112	12,335
Prepaid expenses	2,396	1,751
Total current assets	43,102	68,454
Property and equipment, net	4,112	5,126
Other Assets, Noncurrent	16,760
Total Other Assets	20,872	21,886
Total assets	63,974	$ 90,340
Corporate
Current Assets
Cash and cash equivalents	15,800
Accounts receivable	0
Inventories	0
Prepaid expenses	0
Total current assets	15,800
Property and equipment, net	700
Other Assets, Noncurrent	15,000
Total Other Assets	15,700
Total assets	31,500
Medical Devices
Current Assets
Cash and cash equivalents	2,367
Accounts receivable	0
Inventories	0
Prepaid expenses	0
Total current assets	2,367
Property and equipment, net	0
Other Assets, Noncurrent	1,760
Total Other Assets	1,760
Total assets	4,127
Authentication and Encryption
Current Assets
Cash and cash equivalents	5,427
Accounts receivable	5,000
Inventories	12,112
Prepaid expenses	2,396
Total current assets	24,935
Property and equipment, net	3,412
Other Assets, Noncurrent	0
Total Other Assets	3,412
Total assets	$ 28,347

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Note 7 - Segment Reporting: Operations by Segments (Details) - USD ($)	3 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Sales:
Trade	$ 15,500	$ 89,000
Consulting services	11,000	14,125
Total Sales	26,500	103,125
Cost of goods sold	16,992	60,500
Gross profit	9,508	42,625
Operating expenses	334,163	416,563
Operating loss	(324,655)	(373,938)
Corporate
Sales:
Trade	0	0
Consulting services	0	0
Total Sales	0	0
Cost of goods sold	0	0
Gross profit	0	0
Operating expenses	161,405	236,905
Operating loss	(161,405)	(236,905)
Medical Devices
Sales:
Trade	0	84,000
Consulting services	0	0
Total Sales	0	84,000
Cost of goods sold	0	40,033
Gross profit	0	43,967
Operating expenses	92,672	65,656
Operating loss	(92,672)	(21,689)
Authentication and Encryption
Sales:
Trade	15,500	5,000
Consulting services	11,000	14,125
Total Sales	26,500	19,125
Cost of goods sold	16,992	20,467
Gross profit	9,508	(1,342)
Operating expenses	80,086	114,002
Operating loss	$ (70,578)	$ (115,344)

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Note 9 - Subsequent Events (Details)	3 Months Ended
	Dec. 31, 2017 USD ($) shares
Event 1
Subsequent Event, Date	Jan. 01, 2018
Subsequent Event, Description	Company entered into employment agreements with three employees of SCI
Event 2
Subsequent Event, Description	Company entered into a promissory note payable agreement with one of its investors
Proceeds from Loans	$ 50,000
Event 3
Subsequent Event, Description	Company entered into a promissory note payable agreement with one of its investors
Proceeds from Loans	$ 37,500
Event 4
Subsequent Event, Description	Company entered into a promissory note payable agreement with one of its investors
Proceeds from Loans	$ 30,000
Event 5
Subsequent Event, Description	Company issued 30,000 shares of its common stock for services provided by a PSI consultant
Stock Issued	$ 30,000
Event 6
Subsequent Event, Description	warrants were exercised to purchase 416,667 shares of the Company’s common stock
Stock Issued	$ 50,000
Shares, Issued | shares	416,667