Wellness Center USA, Inc. - Quarter Report: 2011 December (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

 

FORM 10-Q

_______________

 

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

 

For the quarterly period ended December 31, 2011

 

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

 

For the transition period from ______to______.

 

WELLNESS CENTER USA, INC.

(Exact name of registrant as specified 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)

_______________

 

Copies of communication to:

Aaron D. McGeary

The McGeary Law Firm, P.C.

405 Airport Hwy., Suite 5 Bedford, Texas 76021

Telephone (817)-282-5885 Fax (817)-282-5886

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      . No  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 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	. (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 Exchange Act.

Yes  X . No      .

State the number of shares issued and outstanding of each of the issuer’s classes of common equity, as of February 14, 2012: 15,030,000 shares of issued common stock.

2

---

WELLNESS CENTER USA, INC.

FORM 10-Q

 

December 31, 2011

 

INDEX

 

 

PART I-- FINANCIAL INFORMATION

 

 

PART II-- OTHER INFORMATION

 

 

SIGNATURE

3

---

PART I-- FINANCIAL INFORMATION

 

 

ITEM 1. FINANCIAL STATEMENTS

 

WELLNESS CENTER USA, INC.

CONTENTS

Wellness Center USA, Inc.

(A Development Stage Company)

December 31, 2011 and 2010

Index to Financial Statements

Contents	Page(s)
Balance Sheets at December 31, 2011 (Unaudited) and September 30, 2011	5
Statements of Operations for the Three Months Period Ended December 31, 2011 and 2010, and for the Period from June 30, 2010 (inception) through December 31, 2011 (Unaudited)	6
Statement of Stockholders’ Deficit for the Period from June 30, 2010 (inception) through December 31, 2011 (Unaudited)	7
Statements of Cash Flows for the Three Months Ended December 31, 2011 and 2010, and for the Period from June 30, 2010 (inception) through December 31, 2011 (Unaudited)	8
Notes to the Financial Statements (Unaudited)	9

4

---

Wellness Center USA, Inc.
(A Development Stage Company)
Balance Sheets
					December 31, 2011			September 30, 2011
					(Unaudited)
Assets
	Current Assets
		Cash			$	4,763		$	175
			Total current assets			4,763			175
Office Equipment
	Office equipment					1,150			1,150
	Accumulated depreciation					(384)			(288)
		Office Equipment, net				766			862
			Total Assets		$	5,529		$	1,037
Liabilities and stockholders' deficit
Current Liabilities
	Advances from stockholder				$	171,175		$	134,875
	Accrued expenses					-			3,300
		Total current liabilities				171,175			138,175
Stockholders' Deficit
	Common stock: $0.001 par value: 75,000,000 shares authorized;15,030,000 shares issued and outstanding					15,030			15,030
	Additional paid-in capital					58			58
	Deficit accumulated during the development stage					(180,734)			(152,226)
		Total stockholders' deficit				(165,646)			(137,138)
			Total Liabilities and Stockholders' Deficit		$	5,529		$	1,037
See accompanying notes to the financial statements.

5

---

Wellness Center USA, Inc.
(A Development Stage Company)
Statements of Operations
									For the Period from
			For the Three Months			For the Three Months			June 30, 2010
			Ended			Ended			(Inception) through
			December 31, 2011			December 31, 2010			December 31, 2011
			(Unaudited)			(Unaudited)			(Unaudited)
Revenue			$	163		$	-		$	475
Costs of Goods Sold				141						455
Gross Profit				22						20
Operating Expenses
	Consulting fees			-			15,000			50,413
	Officer's compensation			-			-			3,665
	Professional fees			17,612			10,600			76,947
	Rent expense - related party			5,861			4,961			27,350
	General and administrative			5,057			6,536			22,379
		Total operating expenses		28,530			37,097			180,754
Loss before Income Tax Provision				(28,508)			(37,097)			(180,734)
Income Tax Provision				-			-			-
Net Loss			$	(28,508)		$	(37,097)		$	(180,734)
Net loss per common share - Basic and Diluted			$	(0.00)		$	(0.00)
Weighted average common shares outstanding - Basic and Diluted				15,030,000			8,050,750
See accompanying notes to the financial statements.

6

---

7

---

Wellness Center USA, Inc.
(A development stage company)
Statements of Cash Flows
								For the Period from
		For the Three Months			For the three Months			June 30, 2010
		Ended			Ended			(Inception) through
		December 31, 2011			December 31, 2010			December 31, 2011
		(Unaudited)			(Unaudited)			(Unaudited)
Cash Flows from Operating Activities
Net loss		$	(28,508)		$	(37,097)		$	(180,734)
Adjustments to reconcile net loss to net cash used in operating activities:
	Common shares issued for compensation and services		-			825			4,490
	Warrants and options issued for compensation and services		-			-			58
	Depreciation expense		96						384
	Changes in operating assets and liabilities:
			-			10,600			-
			(3,300)			-			-
Net Cash Used in Operating Activities			(31,712)			(25,672)			(175,802)
Cash Flows from Investing Activities
	Purchase of office equipment		-			(1,150)			(1,150)
Net Cash Used in Investing Activities			-			(1,150)			(1,150)
Cash Flows from Financing Activities
	Sale of common shares for cash		-			10,540			10,540
	Advances from stockholder		36,300			20,900			171,175
Net Cash Provided by Financing Activities			36,300			31,440			181,715
Net Change in Cash			4,588			4,618			4,763
Cash - beginning of period			175			200			-
Cash - end of period		$	4,763		$	4,818		$	4,763
Supplemental disclosure of cash flow information:
	Interest paid	$	-		$	-		$	-
	Income tax paid	$	-		$	-		$	-
See accompanying notes to the financial statements.

8

---

Wellness Center USA, Inc.

(A Development Stage Company)

December 31, 2011 and 2010

Notes to the Financial Statements

(Unaudited)

Note 1 - Organization and Operations

Wellness Center USA, Inc., a development stage company, (the “Company”) was incorporated on June 30, 2010 under the laws of the State of Nevada. The Company plans to engage in online sports and nutrition supplements marketing and distribution through its website www.aminofactory.com.

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation – Unaudited Interim Financial Information

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for the interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented.  Unaudited interim results are not necessarily indicative of the results for the full fiscal year.  These financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ended September 30, 2011 and notes thereto contained in the information filed as part of the Company’s Annual Report on Form 10K filed with the SEC on December 13, 2011.

Development Stage Company

The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. Although the Company has recognized some nominal amount of revenue since inception, the Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.  All losses accumulated since inception have been considered as part of the Company's development stage activities.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles 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 financial instruments; the carrying value, recoverability and impairment, if any, of long-lived assets, including the values assigned to and the estimated useful life of office equipment; underlying assumptions to estimate the fair value of warrants and options; income tax rate, income tax provision, deferred tax assets, deferred tax assets and the valuation allowance of 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, and if deemed appropriate, those estimates are adjusted accordingly.  Actual results could differ from those estimates.

9

---

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, 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 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 office equipment, 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.

10

---

Fiscal Year End

The Company elected September 30 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.

Office Equipment

Office equipment is recorded at cost.  Expenditures for major additions and betterments are capitalized.  Maintenance and repairs are charged to operations as incurred.  Depreciation of office equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of five (5) years.  Upon sale or retirement of office equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations.

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) involvedb. 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. mounts 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.

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.

11

---

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.

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 instruments 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.

The fair value of 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 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.  The Company uses historical data to estimate employee termination behavior.  The contractual term of share options or similar instruments is used as expected term of share options or similar instruments for the Company if it is a newly formed corporation.

·

Expected volatility of the entity’s shares and the method used to estimate it.  An entity that uses a method that employs different volatilities during the contractual term shall disclose the range of expected volatilities used and the weighted-average expected volatility.  A thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for it 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 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 contractual life of the option.

·

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 contractual life of the option.

12

---

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 section 505-50-30 of the FASB Accounting Standards Codification (“Section 505-50-30”).

Pursuant to 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.

The fair value of 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 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.  The contractual term of share options or similar instruments is used as expected term of share options or similar instruments for the Company if it is a newly formed corporation.

·

Expected volatility of the entity’s shares and the method used to estimate it.  An entity that uses a method that employs different volatilities during the contractual term shall disclose the range of expected volatilities used and the weighted-average expected volatility.  A thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for it 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 contractual life of the option 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 contractual life of the option and similar instruments.

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 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.

13

---

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 interim period ended December 31, 2011 or 2010.

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.

14

---

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 Interim Period Ended December 31, 2011		For the Interim Period Ended December 31, 2010
Stock options
Stock options issued on June 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
Sub-total: stock options		1,800,000		1,800,000
Warrants
Warrants issued on November 10, 2010  to the investors 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
Warrants issued on November 30 , 2010 to the investors with an exercise price of $0.01 per share expiring five (5) years from the date of issuance		4,718,334		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
Sub-total: warrants		6,693,334		6,693,334
Total potentially outstanding dilutive common shares		8,493,334		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.

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.

15

---

Recently Issued Accounting Pronouncements

In May 2011, the FASB issued the FASB Accounting Standards Update No. 2011-04 “Fair Value Measurement” (“ASU 2011-04”).  This amendment and guidance are the result of the work by the FASB and the IASB to develop common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards (IFRSs).

This update does not modify the requirements for when fair value measurements apply; rather, they generally represent clarifications on how to measure and disclose fair value under ASC 820, Fair Value Measurement, including the following revisions:

·

An entity that holds a group of financial assets and financial liabilities whose market risk (that is, interest rate risk, currency risk, or other price risk) and credit risk are managed on the basis of the entity’s net risk exposure may apply an exception to the fair value requirements in ASC 820 if certain criteria are met. The exception allows such financial instruments to be measured on the basis of the reporting entity’s net, rather than gross, exposure to those risks.

·

In the absence of a Level 1 input, a reporting entity should apply premiums or discounts when market participants would do so when pricing the asset or liability consistent with the unit of account.

·

Additional disclosures about fair value measurements.

The amendments in this Update are to be applied prospectively and are effective for public entity during interim and annual periods beginning after December 15, 2011.

In June 2011, the FASB issued the FASB Accounting Standards Update No. 2011-05 “Comprehensive Income” (“ASU 2011-05”), which was the result of a joint project with the IASB and amends the guidance in ASC 220, Comprehensive Income, by eliminating the option to present components of other comprehensive income (OCI) in the statement of stockholders’ equity. Instead, the new guidance now gives entities the option to present all non-owner changes in stockholders’ equity either as a single continuous statement of comprehensive income or as two separate but consecutive statements. Regardless of whether an entity chooses to present comprehensive income in a single continuous statement or in two separate but consecutive statements, the amendments require entities to present all reclassification adjustments from OCI to net income on the face of the statement of comprehensive income.

The amendments in this Update should be applied retrospectively and are effective for public entity for fiscal years, and interim periods within those years, beginning after December 15, 2011.

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.

Note 3 – Going Concern

The accompanying 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 financial statements, the Company had a deficit accumulated during the development stage at December 31, 2011, a net loss and net cash used in operating activities for the interim period then ended, respectively.

While the Company is attempting to commence operations and 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 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.

16

---

Note 4 – Office Equipment

Office equipment, stated at cost, less accumulated depreciation at December 31, 2011 and September 30, 2011 consisted of the following:

	Estimated Useful Life (Years)		December 31, 2011		September 30, 2011
Office equipment	5	$	1,150	$	1,150
			1,150		1,150
Less accumulated depreciation			(384)		(288)
		$	766	$	862

Depreciation Expense

The Company acquired the office equipment on December 7, 2010 and started to depreciate as of January 1, 2011.  Depreciation expense for the interim period ended December 31, 2011 was $96.

Note 5 – Related Party Transactions

Related Parties

Related parties with whom the Company had transactions are:

Related Parties		Relationship
Andrew J. Kandalepas		Chairman, CEO and majority stockholder of the Company
CADserv Corporation		An entity owned and controlled by majority stockholder of the Company

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.

Advances from stockholder at December 31, 2011 and September 30, 2011, consisted of the following:

		December 31, 2011		September 30, 2011
Advances from stockholder	$	171,175	$	134,875
	$	171,175	$	134,875

For the period from June 30, 2010 (inception) through September 30, 2010, the Company received advances from its founder of $53,075 in aggregate for working capital purposes.

For the fiscal year ended September 30, 2011, the Company received advances from its founder of $81,800 in aggregate for working capital purposes.

For the interim period ended December 31, 2011, the Company received advances from its founder of $36,300 in aggregate for working capital purposes.

Operating Lease with a Related Party

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

17

---

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

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

Fiscal year ending September 30:
2012 (remainder of the fiscal year)	$	17,186
2013		5,728
	$	22,914

Note 6 – Stockholders’ 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

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.

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 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.

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.

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:

18

---

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.

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 NYSEAmex 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.

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.

19

---

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 Amex 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 five (5) years 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 was $20 at the date of grant.

The table below summarizes the Company’s stock option activities through December 31, 2011:

	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	-		-		-		-		-
Canceled	-		-		-		-		-
Exercised	-		-		-		-		-
Expired	-		-		-		-		-
Balance, December 31, 2011	1,800,000	$	0.01	$	0.01	$	20	$	-
Vested and exercisable, December 31, 2011	1,780,000	$	0.01	$	0.01	$	18	$	-
Unvested, December 31, 2011	20,000	$	0.01	$	0.01	$	2	$	-

* - nil

20

---

The following table summarizes information concerning outstanding and exercisable options as of December 31, 2011:

			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		3.50	$	0.01		1,600,000		3.50	$	0.01
	0.01		200,000		3.87		0.01		180,000		3.87		0.01
$	0.01		1,800,000		3.54	$	0.01		1,780,000		3.54	$	0.01

As of December 31, 2011, there were 5,700,000 shares of stock options remaining available for issuance under the 2010 Plan.

Warrants

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.

21

---

(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 NYSEAmex 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.

22

---

The table below summarizes the Company’s warrants activities through December 31, 2011:

		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		-		-		-		-		-
Canceled		-		-		-		-		-
Exercised		-		-		-		-		-
Expired		-		-		-		-		-
Balance, December 31, 2011		6,693,334	$	0.01	$	0.01	$	38	$	-
Earned and exercisable, December 31, 2011		6,693,334	$	0.01	$	0.01	$	38	$	-
Unvested, December 31, 2011		-	$	-	$	-	$	-	$	-

The following table summarizes information concerning outstanding and exercisable warrants as of December 31, 2011:

			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		6,693,334		3.91	$	0.01		6,693,334		3.91	$	0.01
$	0.01		6,693,334		3.91	$	0.01		6,693,334		3.91	$	0.01

Note 8 – 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 no reportable subsequent events to be disclosed.

23

---

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

 

Plan of Operations

 

We are a newly formed company, engaged in the development of an internet online store business, to market customized vitamins and other nutritional supplement solutions, through our registered website aminofactory.com, presently under development. Our planned product line shall consist of Amino acid supplements and our target market is the sports industry and the general health minded public. Our current product portfolio is available only to our initial Beta test clients consisting of five Amino acid formulas. We have had minimal revenues, have not begun operations and have $4,763 in cash as of December 31, 2011. We plan to continue developing our business and do not expect any product revenues for approximately one year from this date.

Letter of Understanding with Protein Factory (Manufacturer)

Wellness Center USA, Inc.’s present relationship with Protein Factory, Inc. (PF) is a non-exclusive and non-binding Value Added Distributorship (VAD). Following are the principal terms of the official Letter of Understanding (LOU).

LOU Summary of Terms:

1. LOU is applicable for a period of one (1) year with automatic renewal unless either party terminates the agreement in writing, sixty (60) days prior to the end of the agreement term.

2. The LOU is a non-binding and non-recourse instrument until such time as the parties agree to enter into a definitive and binding agreement.

3. WCU will make a market for certain specific products, independent of any marketing programs presently employed by Protein Factory Inc. As such, WCU will market PF’s products under a Value Added Distributorship (VAD) arrangement. Under the VAD arrangement, each of the parties shall be independent of each other’s financial undertakings. PF’s shall make its products available to WCU at a pre-determined fixed price and WCU will create its own market price for its client base. Each party shall retain 100% of its respective revenue.

Website Development Plan

At present, we have finalized our initial website development phase and are conducting the Beta testing. Once our website is further developed, our product portfolio shall be expanded to include a wider range of Amino acid offerings, including customized formulas uniquely tailored to fit each and every individual’s needs. A customer will start by logging into our aminofactory.com website and shall be able to select an Amino acid supplement and/or nutritious formula combination, derived by the answers provided to the on-line questionnaires. Once a suitable supplement solution has been chosen by the client, the order shall be automatically placed for processing in our supplier’s factory. Product will be shipped directly by our supplier to the client, within seven business days.

24

---

Product Manufacturing Plan

Our products are being produced by Protein Factory, a New Jersey manufacturer of Amino acid based nutritional products, to supply our initial custom orders during our Beta trial. Our present relationship as a Value Added Distributor (VAD) with Protein Factory is non-exclusive and non-binding. The products which we plan to sell can be also provided to our competitors by Protein Factory or perhaps other manufacturers. However, as a VAD of Protein Factory, we are able to specifically select our product portfolio and market it through our aminofactory.com website with our custom packaging and pricing, either with the Protein Factory label or our own aminofactory label. Following successful conclusion of our Beta trial, WCU will have the opportunity to execute a binding VAD agreement with Protein Factory. Further, in the near future, we plan to identify additional Amino acid suppliers to expand and diversify our product portfolio. Protein Factory is a licensed manufacturer of Amino acid products, including of the Ajinomoto brand. We have no direct relationship with Ajinomoto and do not own any product patents for this brand. We have selected Ajinomoto for inclusion in our product portfolio because its Amino acids are widely used, of good quality, and will be attractive to our potential clients. For processing our client orders automatically through our aminofactory.com website, we have linked aminofactory.com with Protein Factory for product placement and processing. We have also linked our website directly with our merchant banking account at Bank of America to receive credit card payments upfront from our clients over the internet, at the time of product ordering. Similar banking arrangements have been set up through Google and PAYPAL.

Marketing Plan

WCU’s next step will be to establish a sound marketing plan. We intend to follow a step by step approach prior to creating any kind of market exposure of our intended product line, ensuring first that our product thru-put is manageable and our order processing mechanisms sufficiently tested. Once we have total assurance in our order processing and product procurement, we plan to begin our initial marketing campaign. Our main marketing and promotional vehicles shall involve various internet search engine tools. The pace and size of our campaign will highly depend on the then available funding and product acceptance. However, provided we have suitable product demand during our initial campaign, we believe that we have good knowledge of the financial markets to pursue the potential capital needed to grow our operations accordingly.

Management

Presently, all business functions are managed by our officer/director and founder, Andrew J. Kandalepas. He is responsible for developing and planning our business units, including product development, organizational structure, financing and administrational functions. His services shall be utilized until the company is financially capable to engage additional staffing. At his discretion, Mr. Kandalepas has elected not to receive any compensation for his services, until the company is financially capable to compensate him. He is also serving on the company’s board of directors, supported by two other directors.

Short Term Operating Requirements (first year) - Summary

For a period of six to eight months, we shall remain a development stage company; completing and testing our website and preparing our marketing plan. Our operational costs during this development period are expected to run approximately $8,000/monthly, including administrational costs. Following completion of our website and marketing plan development, we intend to kick off our initial marketing campaign. For a period of three to four months, our marketing campaign shall be limited; to ensure timely product delivery and good customer service. During this period, we intend to hire two employees to support our marketing and customer support functions. As a result of our new hiring, our total costs during this period shall increase to $14,500/monthly. Therefore our capital requirements during the first twelve months shall be:

Operating Costs (8 months) - July 2011 to February 2012	$	64,000
Operating Costs (4 months) - March 2012 to June 2012		58,000
Total Operating Costs (12 months) - July 2011 to June 2012	$	122,000

25

---

Capital Source(s)

We are totally dependent upon our founder and Officer, Andrew J. Kandalepas to meet our operating requirements. Mr. Kandalepas, however, is not under any obligation, formal or otherwise, to fund our working capital. Mr. Kandalepas intends to provide the entire $122,000 estimated to fund our operations for the first twelve months, but, no assurance can be given that Mr. Kandalepas will provide the funding we need for operations. In the event that Mr. Kandalepas cannot provide sufficient working capital to the Company, we may have to curtail its operations to keep our spending to the minimum to conserve cash and keep the Company operates. From inception through December 31, 2011, the Company received advances from Mr. Kandalepas of $171,175, in aggregate for working capital purposes.

Long Term Operating Requirements (second year) - Summary

As we begin our product sales following the first year of operation, we will need additional staffing to support our sales administration and secretarial functions. As such, during the second year, we plan to hire two additional employees, one for sales administration and one secretarial. Our capital requirements during the second year of operation shall increase by approximately $80,000. Therefore our expected operating costs during the second year of operation are as follows:

Operating Costs (6 months) - June 2012 to Dec. 2012	$	91,000
Operating Costs (6 months) - Jan 2013 to May 2013	$	111,000
Operating Costs – (12 months) - June 2012 to May 2013	$	202,000
Total Operating Costs (including officer’s salary of $100K)	$	302,000

26

---

Revenues/Capital Source(s)

We anticipate that during our ramp up period, from June 2012 to December 2012, we can generate $350,000 in revenues, and $600,000 during the following five months, from January 2013 to May 2013. Our intended product line, due to its customized nature, will allow us to realize respectful profit margins. As an added value distributor, our typical gross profit margins for our intended product line shall range from 40% to 60%, or more. Unlike Protein Factory’s affiliate program which is commission based, we are flexible to set our own pricing for the products we sell as our offerings are marketed through our own website checkout payment method, our own marketing strategy and expense. Based on our anticipated revenues during the second year of operation, our business can be self-sufficient and support additional growth. Anticipated revenues are follows:

Revenue Summary

Revenue Forecast -- June 2012 to Dec. 2012: $350,000

Revenue Forecast – Jan. 2013 to May 2013: $600,000

Total Est. Revenues – June 2012 to May 2013: $950,000

27

---

Cash Flow Summary (12 months)

Total Estimated Gross Profit - $380,000

Total Estimated Operating Cost - $302,000

Total Estimated Profit (pre-tax) - $78,000

Assumptions about Future Performance and Projections of Wellness Center USA, Inc.

Given that we are in beta testing and prior to entering a commercial initiation of a product specter limited to five products, management would like to express some important observations which will determine the level of our success or lack thereof. At this initial phase of business development, we have limited knowledge on how sales and product demand will grow. However, we are optimistic that our focus on Amino acid products will be embraced by our prospective clients and become a trusted supplier to them.

There are three key drivers that determine our future performance expectations - they are demand driven indicators of revenues.

1. Cost of website traffic in building brand awareness

2. Conversion of web traffic into product acquisition for each of our five products

3. Customer experience and website ease in purchasing online - drive repeat purchases

Our overall cost of sales is very manageable and transparent as we have good insight into all fixed costs with relative low sales volumes. Our business model allows us to manage variable expenses as our suppliers bear all manufacturing, shipping and handling costs.

The company will not retain any inventory and will therefore have the ability to increase or decrease its product portfolio, without financial consequences. This flexibility is also very beneficial because it will extend us the opportunity to determine which products do well and which products do less well, without any underlined penalties

Future performance will depend on management’s ability to understand what capital expenditures will build brand awareness through website traffic. Further, creative campaigns will have to be utilized based on good understanding of consumer behavior, demographics, and perhaps some trial and error experimentation. As such, we will be required to undergo though several learning curves before we obtain a good insight on realistic spending requirements. Until we acquire the experience, we will not know the yield per each dollar invested in customer acquisition..

Therefore, the company is not able to provide a detailed profit and loss breakdown at this time. We have internally developed sales objectives and we do understand our costs well for the next eight to twelve months but will need to formulate same for our long term plan.

We cannot project positive cash flow generation for the first twelve months. However we do have internal plans and objectives to have positive cash flow generation beyond the first year. Accordingly, we foresee a negative EPS (earnings per share) for the first year.

Since the entry barriers are low at the beginning of the commercial phase, we prefer to keep product margin data not available to the public domain for the time being; however there will be ample opportunity to report our margins in future filings.

In the event the company’s revenues fall short of expectations and if additional capital is needed to support the company’s ongoing needs; our founder has the expertise in helping finance emerging start-up firms. Particularly, provided our management’s goal is realized in taking the company public, our founder’s ability in financing listed companies is especially strong - due to his extensive involvement and knowledge of the public equities markets.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us on which to base an evaluation of our performance. We are a developmental stage company and have not generated revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and possible cost overruns due to increases in the cost of services. To become profitable and competitive, we must receive additional capital. We have no assurance that future financing will materialize. If that financing is not available we may be unable to continue operations.

28

---

Results of Operations

For the three months ended December 31, 2011 and December 31, 2010, we had $163and $0 in revenue, respectively. Operating expenses for the three months ended December 31, 2011 totaled $28,530, resulting in a loss of $28,508, as compared with operating expenses equal to $37,097 for the three month period ended December 31, 2010. Total operating costs for the three months of operations ended December 31, 2011 totaled $28,530. This included $17,612 in professional fees, $5,861 in rent expense to a related party, and $5,057 in general and administrative costs.

For the period from June 30, 2010 (inception) to December 31, 2011, we had $475 in revenue. Expenses for the period totaled $180,754, resulting in a net loss of $180,734.  Expenses for the period consisted of $50,413 in consulting fees, $3,665 in officer’s compensation, $76,947 in professional fees (including the cost related to our S-1 Registration Statement declared effective on October 24, 2011), $27,350 in rent expense to a related party, and $22,379 for General and Administrative expenses.

Liquidity and Capital Resources

As of December 31, 2011, our cash balance is $4,763. We believe that our cash balance in conjunction with additional capital to be raised and/or advances from our majority stockholder and president, the Company shall be able to sufficiently fund our limited levels of operations until the end of our next fiscal year, however no assurance can be given that additional capital and/or advances can be raised during the period. We are a developmental stage company and have only generated nominal revenue from inception to date. We expect to raise additional capital to have adequate funds available to pay for our minimum level of operations.

Our independent registered public accounting firm issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is due to the fact that we have only generated nominal revenues since inception. There is no assurance we will ever commence operations and become operational.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Patents, Trademarks, Franchises, Concessions, Royalty Agreements, or Labor Contracts

We have no current plans for any registrations such as patents, trademarks, copyrights, franchises, concessions, royalty agreements or labor contracts. We will assess the need for any copyright, trademark or patent applications on an ongoing basis.

Employees

We currently have no employees.

 

Recent Accounting Pronouncements

There are no new accounting pronouncements that are expected to have a material impact on the Company’s financial position or results of operations.

Critical Accounting Policies and Estimates

None.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

 

Not required for smaller reporting Companies.

 

29

---

Item 4.  Controls and Procedures

Disclosure controls and procedures. Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are not effective as of December 31, 2011 because we do not have sufficient staff to segregate responsibilities and no written documentation of internal control policies. We plan to seek to correct these deficiencies during the current fiscal year or the next.

Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are currently 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 companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

 

Item 1A. Risk Factors

 

Not required for smaller reporting companies.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. (Removed and Reserved)

  

Item 5. Other Information

 

None

 

Item 6. Exhibits

 

Exhibits No.	Descriptions
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 (**)

  

(*) Included in Exhibit 31.1

(**) Included in Exhibit 32.1

30

---

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	WELLNESS CENTER USA, INC.
Date:  February 15, 2012	By:	/s/ Andrew J. Kandalepas
		Andrew J. Kandalepas
		Chairman, Chief Executive Officer, Principal Accounting Officer, and Chief Financial Officer

POWER OF ATTORNEY

Known All Persons By These Present, that each person whose signature appears below appoints Mr. Andrew Kandalepas as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, to sign any amendment (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he may do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of his/her substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

SIGNATURE		TITLE		DATE
/s/ Andrew J. Kandalepas		Chief Executive Officer, Chairman, Principal Accounting Officer, Chief Financial Officer, and Director		February 15, 2012
Andrew J. Kandalepas
/s/ Periklis Papadopoulos		Director		February 15, 2012
Periklis Papadopoulos
/s/ Evan T. Manolis		Director and Secretary		February 15, 2012
Evan T. Manolis

31