Wellness Center USA, Inc. - Annual Report: 2016 (Form 10-K)

Form 10-K Annual Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

X .

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

For the fiscal year ended September 30, 2016

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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes . No X .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes . No X .

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No .

Indicate by check mark whether the registrant has submitted electronically and posted on its Corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes X . No .

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

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


Large accelerated filer	.	Accelerated filer	.

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

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

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant's most recently completed fiscal quarter ended March 31, 2016: $9,619,503.

As of September 30, 2016, the registrant had 74,968,352 shares of its common stock issued and outstanding.

Documents Incorporated by Reference: See Item 15.

TABLE OF CONTENTS



			PAGE
	PART I
ITEM 1.	Business		4
ITEM 1A.	Risk Factors		6
ITEM 2.	Properties		15
ITEM 3.	Legal Proceedings		15
ITEM 4.	Mine Safety Disclosures		15

	PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		16

ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation		17
ITEM7A.	Quantitative and Qualitative Disclosures About Market Risk		26
ITEM 8.	Financial Statements and Supplementary Data		26
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		26
ITEM 9A.	Controls and Procedures		26

	PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance		29
ITEM 11.	Executive Compensation		29
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		30
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence		31
ITEM 14	Principal Accounting Fees and Services		32

	PART IV
ITEM 15.	Exhibits, Financial Statement Schedules		33

SIGNATURES		35

PART I

ITEM 1.

BUSINESS

Background.

Wellness Center USA, Inc. ("WCUI" or the “Company”) was incorporated in June 2010 under the laws of the State of Nevada. The Company initially engaged in online sports and nutrition supplements marketing and distribution. Later, the Company expanded into additional businesses within the healthcare and medical sectors through acquisitions, including PsoriaShield Inc. (“PSI”), National Pain Centers, Inc. (“NPC”), and StealthCo Inc. (“SCI”), d/b/a Stealth Mark, Inc. The Company currently operates in the following business segments: (i) distribution of targeted Ultra Violet ("UV") phototherapy devices for dermatology; (ii) management of top-tier medical practices in the interventional and multimodal pain management sector; and (iii) authentication and encryption products and services. The segments are operated, respectively, through PSI, NPC and SCI.

PSI

PSI was incorporated under the laws of the state of Florida on June 17, 2009. On August 24, 2012, we acquired all of the issued and outstanding shares of stock in PSI. PSI is a wholly-owned subsidiary of the Company and operated by Psoria Development Company LLC, an Illinois limited liability company (“PDC”), a joint venture between WCUI/PSI and The Medical Alliance, Inc., a Florida corporation (“TMA”).

PSI designs, develops and markets a targeted ultraviolet (“UV”) phototherapy device called the Psoria-Light. The Psoria-Light is designated for use in targeted PUVA photochemistry and UVB phototherapy and is designed to treat certain skin conditions including psoriasis, vitiligo, atopic dermatitis (eczema), seborrheic dermatitis, and leukoderma.

Psoriasis, eczema, and vitiligo, are common skin conditions that can be challenging to treat, and often cause the client significant psychosocial stress. Clients may undergo a variety of treatments to address these skin conditions, including routine consumption of systemic and biologic drug therapies which are highly toxic, reduce systemic immune system function, and come with a host of chemotherapy like side effects. Ultraviolet (UV) phototherapy is a clinically validated alternate treatment modality for these disorders.

Traditionally, “non-targeted” UV phototherapy was administered by lamps that emitted either UVA or UVB light to both diseased and healthy skin. While sunblocks or other UV barriers may be used to protect healthy skin, the UV administered in this manner must be low dosage to avoid excessive exposure of healthy tissue. Today, “targeted” UV phototherapy devices administer much higher dosages of light only to affected tissue, resulting in “clearance” in the case of psoriasis and eczema, and “repigmentation” in the case of vitiligo, at much faster rates than non-targeted (low dosage) UV treatments.

Targeted UV treatments are typically administered to smaller total body surface areas, and are therefore used to treat the most intense parts of a client’s disease. Non-targeted UV treatment is typically used as a follow-up and for maintenance, capable of treating large surfaces of the body. Excimer laser devices (UVB at 308nm) are expensive and consume dangerous chemicals (Xenon and Chlorine). Mercury lamp devices (UVB and/or UVA) require expensive lamp replacements regularly and require special disposal (due to mercury content). Additionally, mercury lamp devices typically deliver wavelengths of light below 300nm. While within the UVB spectrum, it has been shown that wavelengths below 300nm produce significantly more “sunburn” type side effects than do wavelengths between 300 and 320nm without improvement in therapeutic benefit.

The Psoria-Light is a targeted UV phototherapy device that produces UVB light between 300 and 320 nm as well as UVA light between 350 and 395nm. It does not require consumption of dangerous chemicals or require special environmental disposal, and is cost effective for clinicians, which should result in increased patient access to this type of treatment. It has several unique and advanced features that we believe will distinguish it from the non-targeted and targeted UV phototherapy devices that are currently being used by dermatologists and other healthcare providers. These features include the following: the utilization of deep narrow-band UVB (“NB-UVB”) LEDs as light sources; the ability to produce both UVA or NB-UVB therapeutic wavelengths; an integrated high resolution digital camera and client record integration capabilities; the ability to export to an external USB memory device a PDF file of treatment information including a patent pending graph that includes digital images plotted against user tracked metrics which can be submitted to improve medical reimbursements; an accessory port and ability to update software; ease of placement and portability; advanced treatment site detection safety sensor; international language support; a warranty which includes the UV lamp(s); and a non-changeable treatment log (that does not include HIPPA information).

The Psoria-Light consists of three components: a base console, a color display with touchscreen control, and a hand-held delivery device with a conduit (or tether) between the handheld device and the base console. PSI requires clearance by the United States Food and Drug Administration (“FDA”) to market and sell the device in the United States as well as permission from TUV SUD America Inc., PSI’s Notified Body, to affix the CE mark to the Psoria-Light in order to market and sell the device in countries of the European Union.

To obtain FDA clearance and permission to affix the CE mark, PSI was required to conduct EMC and electrical safety testing, which it completed in the second quarter of 2011. PSI received FDA clearance on February 11, 2011 (no. K103540) and was granted permission to affix the CE mark on November 10, 2011. In its 510(k) application with the FDA (application number K103540), PSI asserted that the Psoria-Light was “substantially equivalent” in intended use and technology to two predicate devices, the X -Trac Excimer Laser, which has wide acceptance in the medical billing literature and has a large installed base in the U.S., and the Dualight, another competing targeted UV phototherapy device.

PSI has established an ISO 13485 compliant quality system for the Psoria-Light, which was first audited in the third quarter of 2011. This system is intended to ensure PSI devices will be manufactured in a controlled and reliable environment and that its resources follow similar practices and is required for sales in countries requiring a CE mark. PSI has also received Certified Space Technology designation from the Space Foundation, based on PSI’s incorporation of established NASA-funded LED technology.

PSI began Psoria-Light Beta deployment in January 2012. It is currently operating at a loss, and there is no assurance that its business development plans and strategies will ever be successful. PSI’s success depends upon the acceptance by healthcare providers and clients of Psoria-Light treatment as a preferred method of treatment for psoriasis and other UV-treatable skin conditions. Psoria-Light treatment appears to have been beneficial to clients, without demonstrable harmful side effects or safety issues, as evidenced by more than 10,000 treatments completed on more than 1,000 clients, domestically and Mexico, since 2012. In order for the Company to continue PSI operations it will need additional capital and it will have to successfully coordinate integration of PSI operations without materially and adversely affecting continuation and development of other Company operations.

NPC

NPC was incorporated under the laws of the state of Nevada on January 24, 2014. It is an Illinois-based management services provider. It was acquired by the Company on February 28, 2014 and is operated as a wholly-owned subsidiary of the Company.

NPC manages non-medical services in three clinics and two surgical centers in the Chicago-land area that provide diagnostic, surgical, treatment, research, advocacy, education, and setting standards and protocols within the interventional and multi-modal pain management, pursuant to a management service agreement dated as of February 28, 2014, by and between NPC and National Pain Centers, LLC ("NPC LLC"), which is owned by Dr. Jay Joshi, the president and CEO of NPC. Under the management agreement, NPC LLC engages NPC to provide management services for a term period of five (5) years commencing on the effective date. During the term of this agreement, NPC LLC shall pay NPC the equivalent of 50% of all monies collected and as billed monthly to NPC LLC on net-30 term.

NPC is managed by its founder and CEO Dr. Jay Joshi, MD, DABA, DABAPM, FABAPM. Dr. Joshi also serves as the Company’s Chief Medical Officer (“CMO”) and as a member of its Board of Directors. Dr. Joshi is a nationally recognized double board certified Anesthesiologist and fellowship trained Interventional Spine and Pain Management physician whose capabilities combine clinical medicine, research, creativity, marketing, inventions, and business development. He is considered a National Key Opinion Leader in pain management. He has presented to a variety of audiences over 500 times, and has worked internationally at the World Health Organization (WHO).

SCI

SCI was incorporated under the laws of the state of Illinois on March 18, 2014. It is a Tennessee-based provider of Stealth Mark encryption and authentication solutions offering advanced product security technologies within the security and supply chain management vertical sectors. SCI acquired certain Stealth Mark assets on April 4, 2014 and operates as a wholly-owned subsidiary of the Company.

SCI provides clients premiere authentication technology for the protection of a variety of products and brands from illicit counterfeiting and diversion activities. Its technology is applicable to a wide range of industries affected by counterfeiting, diversion and theft including, but not limited to, pharmaceuticals, defense/aerospace, automotive, electronics, technology, consumer and personal care goods, designer products, beverage/spirits, and many others. SCI enables the client a complete, simple to use, easy to implement, and cost effective turnkey system that is extremely difficult to compromise.

SCI’s technology includes use of intelligent microparticles that are unduplicatable and undetectable to the human eye. These taggants are created with a proprietary material that creates a unique numerical code that is assigned meaning by the client and is machine readable without the use of rare earth or chemical tracers. They have been used in covert and overt operations with easy to implement technology and do-it-yourself in-the-field forensic caliber verification.

SCI is managed by its CEO, Ricky Howard. Mr. Howard has over thirty years of experience in operations management and executive positions in a variety of industries ranging from entrepreneurial startups to Fortune 500 companies. He joined Stealth Mark as V.P. of Operations at the early stage of development in 2006 and played an integral role in bringing the company’s capabilities to its present status including design and creation of its manufacturing capabilities, implementation of its ERP inventory controls system, software and hardware development, marketing and sales materials processes and day-to-day operational procedures and processes.

ITEM 1A.

RISK FACTORS

An investment in our securities involves an exceptionally high degree of risk and is extremely speculative in nature. The risks described below are the ones we believe are most important for you to consider. These risks are not the only ones that we face. If events anticipated by any of the following risks actually occur, our business, operating results or financial condition could suffer and the price of our common stock could decline.

WE HAVE RECEIVED A GOING CONCERN OPINION FROM OUR AUDITORS AND WE ARE CURRENTLY OPERATING AT A LOSS, WHICH RAISES SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

We have received a “Going Concern” opinion from our auditors. As reflected in the accompanying consolidated financial statements, the Company had an accumulated deficit at September 30, 2016, a net loss and net cash used in operating activities for the fiscal year then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is attempting to generate sufficient revenue; however, the Company’s cash position may not be sufficient enough to support the Company’s daily operations. While the Company believes in the viability of its strategy to generate sufficient revenue 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.

IT IS MOST LIKELY THAT WE WILL NEED TO SEEK ADDITIONAL FINANCING THROUGH SUBSEQUENT FUTURE PRIVATE OFFERING OF OUR SECURITIES.

Because the Company does not currently have any financing arrangements, and may not be able to secure favorable terms for future financing, the Company may need to raise capital through the sale of its common stock. The sale of additional equity securities will result in dilution to our stockholders.

UNFAVORABLE PUBLICITY OR CLIENT REJECTION OF OUR PRODUCTS OR SERVICES GENERALLY COULD REDUCE OUR SALES.

We will be highly dependent upon client acceptance of the safety, efficacy and quality of our products and services, as well as similar products or services offered by other companies. Client acceptance of products or services can be significantly influenced by scientific research or findings, national media attention and other publicity about product use or services. A product or service may be received favorably, resulting in high sales associated with that product or service that may not be sustainable as client preferences change. Future scientific research or publicity could be unfavorable to our industry or any of our particular products and services and may not be consistent with earlier favorable research or publicity. A future research report or publicity that is perceived by our consumers as less than favorable or that question earlier favorable research or publicity could have a material adverse effect on our ability to generate revenue. Adverse publicity in the form of published scientific research, statements by regulatory authorities or otherwise, whether or not accurate, that associates consumption or use of our products or services, or any other similar products and services, with illness or other adverse effects, or that questions the benefits of our or similar products or services, or claims that they are ineffective, could have a material adverse effect on our business, reputation, financial condition or results of operations.

COMPLYING WITH NEW AND EXISTING GOVERNMENT REGULATION, BOTH IN THE U.S. AND ABROAD, COULD SIGNIFICANTLY INCREASE OUR COSTS AND LIMIT OUR ABILITY TO MARKET OUR PRODUCTS AND SERVICES.

The production, packaging, labeling, advertising, distribution, licensing and/or sale of our products and services may be subject to regulation by several U.S. federal agencies, including the FDA, the Federal Trade Commission, the Consumer Product Safety Commission, and the Environmental Protection Agency, as well as various state, local and international laws and agencies of the localities in which our products and services are offered or are sold. Government regulations may prevent or delay the introduction or require design modifications of our products. Regulatory authorities may not accept the evidence of safety we present for existing or new products or services that we wish to market, or they may determine that a particular product or service presents an unacceptable health risk. If that occurs, we could be required to cease distribution of and/or recall products or terminate marketing of services that present such risks. Authorities may also determine that certain advertising and promotional claims, statements or activities are not in compliance with applicable laws and regulations and may determine that a particular statement is unacceptable as a “health claim.” Failure to comply with any regulatory requirements could prevent us from marketing particular existing or new products or services, or subject us to administrative, civil or criminal penalties.

WE OPERATE IN A HIGHLY COMPETITIVE INDUSTRY, AND OUR FAILURE TO COMPETE EFFECTIVELY COULD ADVERSELY AFFECT OUR MARKET SHARE, FINANCIAL CONDITION AND GROWTH PROSPECTS.

The U.S. healthcare solutions industry is a large and highly fragmented industry. The principle elements of competition in the industry are price, selection and distribution channel offerings. We believe the market is highly sensitive to the introduction of new products and services, which may rapidly capture a significant share of the market. We will compete for sales with heavily advertised national brands offered by large and well-funded companies. In addition, as certain products or services gain market acceptance, we may experience increased competition for those products or services as more participants enter the market. To the extent that we manufacture or engage third party manufacturers to produce any product, our manufacturing capabilities may not be adequate or sufficient to compete with large scale, direct or third-party manufacturers. Certain of our potential competitors are much larger than us and have longer operating histories, larger customer bases, greater brand recognition and greater resources for marketing, advertising and promotion of their products and services. They may be able to secure inventory from vendors on more favorable terms, operate with a lower cost structure or adopt more aggressive pricing policies. In addition, our potential competitors may be more effective and efficient in introducing new products or services. We may not be able to compete effectively, and our attempt to do so may require us to increase marketing and/or reduce our prices, which may result in lower margins. Failure to effectively compete could adversely affect our market share, financial condition and growth prospects.

OUR DECISIONS TO ACQUIRE PSI, NPC AND SCI WERE BASED UPON ASSUMPTIONS WHICH MAY PROVE TO BE ERRONEOUS.

Our decisions to acquire PSI, NPC and SCI were based upon assumptions regarding their respective existing and prospective operations, products and services, the potential market for their respective products and services, and our ability to integrate their respective operations in a manner that would enable us to launch the marketing and sale of their respective products and services. Our decisions were based upon information available to management, and assumptions made by management, at the time of each respective acquisition, regarding the potential viability of such products and services and our ability to integrate operations.

Our assumptions may prove to be erroneous. Each company is a small development stage company with a limited operating history. Each is currently operating at a loss, and there is no assurance that its business development plans and strategies will ever be successful, or that their respective products and services will be favorably perceived and accepted by our assumed potential customer populations.

PSI PROVIDES AN ALTERNATIVE APPROACH TO SKIN TREATMENT THAT IS NOVEL.

Psoriasis, eczema, and vitiligo, are common skin conditions that can be challenging to treat, and often cause clients significant psychosocial stress. Clients may elect a variety of treatments to address these skin conditions, including routine consumption of systemic and biologic drug therapies which are highly toxic, reduce systemic immune system function, and come with a host of chemotherapylike side effects. Ultraviolet (UV) phototherapy has been clinically validated as an alternate treatment modality for these disorders.

“Non-targeted” UV phototherapy may be administered by lamps that emit either UVA or UVB light to both diseased and healthy skin, with sunblocks or other UV barriers used to protect healthy skin. Non-targeted UV must be low dosage to avoid excessive exposure of healthy tissue. “Targeted” UV phototherapy may be administered at much higher dosages of light only to affected tissue, resulting in “clearance” in the case of psoriasis and eczema, and “repigmentation” in the case of vitiligo, at much faster rates than non-targeted, low dosage UV treatments.

Psoria-Light treatment provides a targeted UV phototherapy that produces UVB light between 300 and 320 nm and UVA light between 350 and 395nm. It does not require consumption of dangerous chemicals or special environmental disposal, and is cost effective for clinicians. We believe these factors will increase client access to this type of treatment. We also believe that Psoria-Light treatment offers several unique and advanced features that will distinguish it from the non-targeted and targeted UV phototherapy devices that are currently being used by dermatologists and other healthcare providers. These features include the following: the utilization of deep narrow-band UVB (“NB-UVB”) LEDs as light sources; the ability to produce both UVA or NB-UVB therapeutic wavelengths; an integrated high resolution digital camera and patient record integration capabilities; the ability to export to an external USB memory device a PDF file of patient treatment information including a patent pending graph that includes digital images plotted against user tracked metrics which can be submitted to improve medical reimbursements; an accessory port and ability to update software; ease of placement and portability; advanced treatment site detection safety sensor; international language support; a warranty which includes the UV lamp(s); and a non-changeable treatment log (that does not include HIPPA information).

PSI’s success depends upon the acceptance by healthcare providers and clients of Psoria-Light treatment as a preferred method of treatment for psoriasis and other UV-treatable skin conditions. While Psoria-Light treatment appears to have been beneficial to clients, without demonstrable harmful side effects or safety issues, there can be no assurance that we will be able to achieve and maintain such market acceptance by healthcare providers or clients.

WE RELY UPON PSI, NPC AND SCI PERSONNEL TO OPERATE THEIR RESPECTIVE BUSINESSES AND THE LOSS OF KEY PERSONNEL COULD HAVE A MATERIALLY ADVERSE AFFECT ON OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS.

We rely upon the current executive management of PSI, NPC and SCI to operate their respective business operations. Although we have executed employment agreements with certain key management personnel, we cannot guarantee that any such personnel will remain affiliated with us.

If any of our key personnel were to cease their affiliation with us, our operating results could suffer. Further, we do not maintain key person life insurance on any executive officer. If we lose or are unable to obtain the services of key personnel, our business, financial condition or results of operations could be materially and adversely affected.

PSI, NPC AND SCI HAVE LIMITED EXPERIENCE IN MARKETING THEIR RESPECTIVE PRODUCTS AND SERVICES.

PSI, NPC and SCI each has undertaken initial, limited marketing efforts for their respective products and services. Their sales and marketing personnel will compete against the experienced and well-funded sales organizations of competitors. Their revenues and ability to achieve profitability will depend largely on the effectiveness of their respective sales and marketing personnel. Each will face significant challenges and risks related to marketing its services, including, but not limited to, the following:

the ability to obtain access to or persuade adequate numbers of healthcare providers or clients to purchase and use their respective products and services;

the ability to recruit, properly motivate, retain, and train adequate numbers of qualified sales and marketing personnel;

the costs associated with hiring, training, maintaining, and expanding an effective sales and marketing team; and

assuring compliance with applicable government regulatory requirements.

In addition, PSI plans to establish a network of distributors in selected foreign markets to market, sell and distribute the Psoria-Light device. If PSI fails to select or use appropriate foreign distributors, or if the sales and marketing strategies of such distributors prove ineffective in generating sales of the device, our revenues would be adversely affected and we might never become profitable.

COMMERCIALIZATION OF PRODUCTS AND SERVICES WILL REQUIRE US TO BUILD AND MAINTAIN SOPHISTICATED SALES AND MARKETING TEAMS.

None of our subsidiaries has any prior experience with commercializing their respective products and services. To successfully commercialize their products and services we will need to establish and maintain sophisticated sales and marketing teams. Experienced sales representatives may be difficult to locate and retain, and all new sales representatives will need to undergo extensive training. There is no assurance that we will be able to recruit and retain sufficiently skilled sales representatives, or that any new sales representatives will ultimately become productive. If we are unable to recruit and retain qualified and productive sales personnel, our ability to commercialize our products and services, and to generate revenues, will be impaired, and our business will be harmed.

WE FACE SIGNIFICANT COMPETITION FROM COMPANIES WITH GREATER RESOURCES AND WELL-ESTABLISHED SALES CHANNELS, WHICH MAY MAKE IT DIFFICULT FOR US TO ACHIEVE MARKET PENETRATION.

The markets for our subsidiaries’ respective products and services are highly competitive and are significantly affected by new treatment and product introductions. Direct competitors may enjoy competitive advantages, including:

established service and product lines with proven results;

brand awareness;

name recognition;

established product acceptance by healthcare providers and clients;

established relationships with healthcare providers and clients;

integrated distribution networks; and

greater financial resources for product development, sales and marketing, and patent litigation.

Many competitors may have significantly greater funds to spend on the research, development, promotion and sale of new and existing services and products. These resources can enable them to respond more quickly to new or emerging technologies and changes in the market.

WE MAY BECOME INVOLVED IN FUTURE LITIGATION OR CLAIMS THAT MAY NEGATIVELY AFFECT OUR RESULTS OF OPERATIONS.

Healthcare providers and clients that use our subsidiaries’ products or services may bring product liability or other claims against us. To limit such exposure, each subsidiary plans to develop a comprehensive training and education program for persons using their respective products and services. There can be no assurance that such training and education programs will help avoid complications resulting from any provision of products or services. In addition, although they may provide such training and education, they may not be able to ensure proper provision of products or services in each instance and may be unsuccessful at avoiding significant liability exposure as a result. While we may currently maintain and plan to continue to maintain liability insurance in amounts we consider sufficient, such insurance may prove insufficient to provide coverage against any or all asserted claims. In addition, experience ratings and general market conditions may change at any time so as to render us unable to obtain or maintain insurance on acceptable terms, or at all. In addition, regardless of merit or eventual outcome, product liability and other claims may result in:

the diversion of management’s time and attention from our business and operations;

the expenditure of large amounts of cash on legal fees, expenses and payment of settlements or damages;

decreased demand for our products and services; and

negative publicity and injury to our reputation.

Each and every one of the foregoing consequences of claims and litigation could have a material adverse effect on us, our subsidiaries, and our business operations and financial condition.

HEALTHCARE PROVIDERS MAY BE UNABLE TO OBTAIN COVERAGE OR REIMBURSEMENT FROM THIRD-PARTY PAYORS FOR PSORIA-LIGHT TREATMENTS, WHICH COULD LIMIT OUR ABILITY TO MARKET PSI PRODUCTS AND SERVICES.

We expect that healthcare providers will bill various third-party payers, such as Medicare, Medicaid, other governmental programs, and private insurers, for Psoria-Light treatments. We believe that the cost of Psoria-Light treatments is generally already reimbursable under governmental programs and most private plans. Accordingly, we believe that healthcare providers will generally not require new billing authorizations or codes in order to be compensated for performing medically necessary procedures using Psoria-Light treatments. There can be no assurance, however, that coverage, coding and reimbursement policies of third-party payers will not change in the future. PSI’s success in selected foreign markets will also depend upon the eligibility of the Psoria-Light device for coverage and reimbursement by government-sponsored healthcare payment systems and third-party payers. In both the United States and foreign markets, healthcare cost-containment efforts are prevalent and are expected to continue. Prospective clients’ failure to obtain sufficient reimbursement could limit our ability to market PSI products and services and decrease our ability to generate revenue.

WE PLAN TO RELY ON THIRD PARTY DISTRIBUTORS FOR PSI SALES, MARKETING AND DISTRIBUTION ACTIVITIES IN FOREIGN COUNTRIES.

Although we plan to market and sell our products and services directly through sales representatives in the domestic market, we plan to rely on third party distributors to sell, market, and distribute the Psoria-Light device in selected international markets. Because we intend to rely on third party distributors for sales, marketing and distribution activities in international markets, we will be subject to a number of risks associated with our dependence on these third party distributors, including:

lack of day-to-day control over the activities of third-party distributors;

third-party distributors may not fulfill their obligations to us or otherwise meet our expectations;

third-party distributors may terminate their arrangements with us on limited or no notice or may change the terms of these arrangements in a manner unfavorable to us for reasons outside of our control; and

disagreements with our distributors could require or result in costly and time-consuming litigation or arbitration.

If we fail to establish and maintain satisfactory relationships with third-party distributors, we may be unable to sell, market and distribute the Psoria-Light device in international markets, our revenues and market share may not grow as anticipated, and we could be subject to unexpected costs which would harm our results of operations and financial condition.

TO THE EXTENT WE ENGAGE IN MARKETING AND SALES ACTIVITIES OUTSIDE THE UNITED STATES, WE WILL BE EXPOSED TO RISKS ASSOCIATED WITH EXCHANGE RATE FLUCTUATIONS, TRADE RESTRICTIONS AND POLITICAL, ECONOMIC AND SOCIAL INSTABILITY.

If we follow through with our plans to sell the Psoria-Light device in foreign markets, we will be subject to various risks associated with conducting business abroad. A foreign government may require us to obtain export licenses or may impose trade barriers or tariffs that could limit our ability to build our international presence. Our operations in some markets also may be adversely affected by political, economic and social instability in foreign countries. We may also face difficulties in managing foreign operations, longer payment cycles, problems with collecting accounts receivable, and limits on our ability to enforce our intellectual property rights. In addition, for financial reporting purposes, our foreign sales will be translated from local currency into U.S. dollars based on exchange rates and, if we do not hedge our foreign currency transactions, we will be subject to the risk of changes in exchange rates. If we are unable to adequately address the risks of doing business abroad, our business may be harmed.

THE PSORIA-LIGHT AND ANY FUTURE MEDICAL DEVICE PRODUCTS ARE SUBJECT TO A LENGTHY AND UNCERTAIN DOMESTIC REGULATORY PROCESS.

PSI’s Psoria-Light device and future medical device products, if any, are subject to extensive regulation in the United States by the FDA. The FDA regulates the research, testing, manufacturing, safety, labeling, storage, record keeping, promotion, distribution and production of medical devices in the United States to ensure that medical products distributed domestically are safe and effective for their intended uses. In order for us to market the Psoria-Light for use in the United States, we were required to first obtain clearance from the FDA pursuant to Section 510(k) of the Federal Food, Drug, and Cosmetic Act (the “FFDCA”).

Clearance under Section 510(k) requires demonstration that a new device is substantially equivalent to another device with 510(k) clearance or grandfather status. If the FDA agrees that a device is substantially equivalent to a predicate device, it will grant clearance to commercially market the device. The FDA has a statutory 90-day period to respond to a 510(k) submission. As a practical matter, clearance often takes longer. The FDA may require further information, including clinical data, to make a determination regarding substantial equivalence. If the FDA determines that a device, or its intended use, is not “substantially equivalent,” the FDA will place the device, or the particular use of the device, into Class III, and the device sponsor must then fulfill much more rigorous pre-marketing requirements.

If the FDA does not act favorably or quickly in its review of a 501(k) submission, the submitting party may encounter significant difficulties and costs in its efforts to obtain FDA clearance or approval, all of which could delay or preclude the sale of a device. The FDA may request additional data or require the submitting party to conduct further testing or compile more data, including clinical data and clinical studies, in support of a 510(k) submission. Instead of accepting a 510(k) submission, the FDA may require the submitting party to submit a pre-market approval application (“PMA”), which is typically a much more complex and burdensome application than a 510(k). To support a PMA, the FDA may require that the submitting party conduct one or more clinical studies to demonstrate that the device is safe and effective. In addition, the FDA may place significant limitations upon the intended use of a device as a condition to a 510(k) clearance or PMA approval. Product applications can also be denied or withdrawn due to failure to comply with regulatory requirements or the occurrence of unforeseen problems following clearance or approval. Any delays or failure to obtain FDA clearance or approvals of any future medical device products we develop, any limitations imposed by the FDA on product use, or the costs of obtaining FDA clearance or approvals could have a material adverse effect on our business, financial condition and results of operations.

PSI submitted its 510(k) for the Psoria-Light to the FDA and on December 3, 2010 was assigned application number K103540. The 510(k) application for Psoria-Light was a traditional application and asserted that the Psoria-Light is “substantially equivalent” in intended use and technology to two predicate devices, the X-Trac Excimer Laser and the Dualight, which are competing targeted UV phototherapy devices. PSI began regulatory testing of the Psoria-Light in December 2010 for EMC and electrical safety (required for FDA and CE mark sales), and completed that testing in the second quarter of 2011. PSI received FDA clearance of the Psoria-Light on February11, 2011 (no. K103540). If the Psoria-Light is significantly modified subsequent to its FDA clearance, the FDA may require submission of a separate 510(k) or PMA for the modified product before it may be marketed in the United States.

If we develop any future medical device products we will be required to seek and obtain FDA approval prior to any marketing or sales in the United States and in accordance with the 510(k) or PMA process.

THE PSORIA-LIGHT WILL BE SUBJECT TO VARIOUS INTERNATIONAL REGULATORY PROCESSES AND APPROVAL REQUIREMENTS. IF WE DO NOT OBTAIN AND MAINTAIN THE NECESSARY INTERNATIONAL REGULATORY APPROVALS, WE WILL NOT BE ABLE TO MARKET AND SELL OUR PRODUCTS IN FOREIGN COUNTRIES.

To be able to market and sell PSI’s Psoria-Light device in other countries, we must obtain regulatory approvals and comply with the regulations of those countries. These regulations, including the requirements for approvals and the time required for regulatory review, vary from country to country. Obtaining and maintaining foreign regulatory approvals are expensive, and we cannot be certain that we will receive regulatory approvals in any foreign country in which we plan to market our product. If we fail to obtain or maintain regulatory approval in any foreign country in which we plan to market our product, our ability to generate revenue will be harmed.

The European Union requires that manufacturers of medical products obtain the right to affix the CE mark to their products before selling them in member countries of the European Union. The CE mark is an international symbol of adherence to quality assurance standards and compliance with applicable European medical device directives. In order to obtain the right to affix the CE mark to products, a manufacturer must obtain certification that its processes meet certain European quality standards.

PSI began regulatory testing of the Psoria-Light in December 2010 for EMC and electrical safety (required for FDA and CE mark sales), and completed that testing in the second quarter of 2011. PSI was granted permission to affix the CE mark to the Psoria-Light in the fourth quarter of 2011. If we modify the Psoria-Light product or develop other new products in the future, we would expect to apply for permission to affix the CE mark to such products. In addition, we would be subject to annual regulatory audits in order to maintain any CE mark permissions we may obtain. We do not know whether PSI will be able to obtain permission to affix the CE mark to its initial, future or modified products or that it will continue to meet the quality and safety standards required to maintain any permission it may receive. If we are unable to obtain permission to affix the CE mark to any of our products, we will not be permitted to sell our products in member countries of the European Union, which will have a material adverse effect on our business, financial condition and results of operations. In addition, if after receiving permission to affix the CE mark to any products, we are unable to maintain such permission, we will no longer be able to sell such products in member countries of the European Union.

OUR ABILITY TO ACHIEVE COMMERCIAL SUCCESS WILL DEPEND IN PART ON OBTAINING AND MAINTAINING PATENT PROTECTION (IF ANY) AND TRADE SECRET PROTECTION RELATING TO OUR PRODUCTS, THE TECHNOLOGY ASSOCIATED WITH OUR PRODUCTS, AND ANY OTHER PRODUCTS AND TECHNOLOGY WE MAY DEVELOP, AS WELL AS SUCCESSFULLY DEFENDING OUR PATENT(S) (IF ANY) AND LICENSED PATENTS (IF ISSUED) AGAINST THIRD PARTY CHALLENGES. IF WE ARE UNABLE TO OBTAIN AND MAINTAIN PROTECTION FOR OUR INTELLECTUAL PROPERTY AND PROPRIETARY TECHNOLOGY, THE VALUE OF OUR PRODUCTS WILL BE ADVERSELY AFFECTED, AND WE WILL NOT BE ABLE TO PROTECT SUCH TECHNOLOGY FROM UNAUTHORIZED USE BY THIRD PARTIES.

Our commercial success will depend largely on our ability to obtain and maintain patent protection and intellectual property protection covering certain aspects of the technology that we intend to utilize in the development and commercialization of PSI’s initial medical device product, the Psoria-Light, and existing and future SCI products, to obtain and maintain patent and intellectual property protection for any other products that we may develop and seek to market. In order to protect our competitive position for the Psoria-Light, SCI products, and any other products that we may develop and seek to market, we, or our executive officers, as the case may be, will have to:

prevent others from successfully challenging the validity or enforceability of our issued, pending, or licensed patents (if any);

prevent others from infringing upon, our issued, pending, or licensed patents (if any) and our other proprietary rights;

operate our business, including the production, sale and use of the Psoria-Light, SCI encryption products, and any other products, without infringing upon the proprietary rights of others;

successfully enforce our rights to issued, pending, or licensed patents (if any) against third parties when necessary and appropriate; and

obtain and protect commercially valuable patents or the rights to patents both domestically and abroad.

PSI was issued one patent on its Psoria-Light technology on July 9^th 2013, US 8,481,982, covering a unique patient safety feature. No other patents have been issued for PSI products or methods, or any of the other technology associated with such products, and we cannot guarantee that any other patents will be issued for such products or any of the technology associated with such products.

Stealth Mark devoted substantial effort and resources to develop and advance micro-particle security technologies in support of its business activities. Protection of the acquired Stealth Mark intellectual property is maintained through, among other things, six patents issued between November 18, 2003 and July 17, 2012 as US 6,647,649; 7,720,254; 7,831,042; 7,885,428; 8,033,450 and 8,223,964, and two pending European Applications.

Protection of intellectual property in the markets in which we compete is highly uncertain and involves complex legal and scientific questions. It may be difficult to obtain patents relating to our products or technology. Furthermore, any changes in, or unexpected interpretations of, the patent laws may adversely affect our ability to enforce our patent position.

WE EXPECT TO RELY ON TRADEMARKS, TRADE SECRET PROTECTIONS, KNOW-HOW AND CONTRACTUAL SAFEGUARDS TO PROTECT OUR NON-PATENTED INTELLECTUAL PROPERTY AND PROPRIETARY TECHNOLOGY.

We expect to rely on trademarks, trade secret protections, know-how and contractual safeguards to protect our non-patented intellectual property and proprietary technology. Current employees, consultants and advisors have entered into, and future employees, consultants and advisors will be required to enter into, confidentiality agreements that prohibit the disclosure or use of confidential information. We also intend to enter into confidentiality agreements to protect our confidential information delivered to third parties for research and other purposes. There can be no assurance that we will be able to effectively enforce these agreements or that the subject confidential information will not be disclosed, that others will not independently develop substantially equivalent confidential information and techniques or otherwise gain access to our confidential information or that we can meaningfully protect our confidential information.

Costly and time-consuming litigation could be necessary to enforce and determine the scope and protect ability of confidential information, and failure to maintain the confidentiality of confidential information could adversely affect our business by causing us to lose any competitive advantage maintained through such confidential information.

The protection of proprietary technology through claims of trade secret status has been the subject of increasing claims and litigation by various companies, both to protect proprietary rights and for competitive reasons, even where proprietary claims are unsubstantiated. The prosecution of proprietary claims or the defense of such claims is costly and uncertain given the uncertainty and rapid development of the principles of law pertaining to this area.

Disputes may arise in the future with respect to the ownership of rights to any technology developed with consultants, advisors or collaborators. These and other possible disagreements could lead to delays in the collaborative research, development or commercialization of our products, or could require or result in costly and time-consuming litigation that may not be decided in our favor. Any such event could have a material adverse effect on our business, financial condition and results of operations by delaying or preventing our commercialization of innovations or by diverting our resources away from revenue-generating projects.

OUR ABILITY TO MARKET PRODUCTS IN FOREIGN COUNTRIES MAY BE IMPAIRED BY THE ACTIVITIES AND INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

We may elect to market and sell products in select international markets. Except for certain pending Stealth Mark European Applications, neither the Company nor any of our officers or directors has filed (nor does the Company or any of our officers or directors currently have an intention to file) for any international patent protection for any of our products or any of the technology associated with our products. However, to successfully enter into these international markets and achieve desired revenues internationally, we may need to enforce our patent and trademark rights (if any) against third parties that we believe may be infringing on our rights. The laws of some foreign countries do not protect intellectual property, including patents, to as great an extent as do the laws of the United States. Policing unauthorized use of our intellectual property is difficult, and there is a risk that despite the expenditure of significant financial resources and the diversion of management attention, any measures that we take to protect our intellectual property may prove inadequate in these countries. Our competitors in these countries may independently develop similar technology or duplicate our products, thus likely reducing our potential sales in these countries. Furthermore, our future patent rights (if any) may be limited in enforceability to the United States or certain other select countries, which may limit our intellectual property rights abroad.

NO MARKET CURRENTLY EXISTS FOR OUR SECURITIES AND WE CANNOT ASSURE YOU THAT SUCH A MARKET WILL EVER DEVELOP, OR IF DEVELOPED, WILL BE SUSTAINED.

Our common stock is not currently eligible for trading on any stock exchange and there can be no assurance that our common stock will be listed on any stock exchange in the future. We presently are listed on the NASD OTCQB Bulletin Board trading system pursuant to Rule 15c2-11 of the Securities Exchange Act of 1934, but there can be no assurance we will maintain such a listing. The bulletin board tends to be highly illiquid, in part because there is no national quotation system by which potential investors can track the market price of shares except through information received or generated by a limited number of broker-dealers that make a market in particular stocks. There is a greater chance of market volatility for securities that trade on the bulletin board as opposed to a national exchange or quotation system. This volatility may be caused by a variety of factors, including: the lack of readily available price quotations; the absence of consistent administrative supervision of "bid" and "ask" quotations; lower trading volume; and general market conditions. If no market for our shares materializes, you may not be able to sell your shares or may have to sell your shares at a significantly reduced price.

IF OUR SHARES OF COMMON STOCK ARE ACTIVELY TRADED ON A PUBLIC MARKET, THEY WILL IN ALL LIKELIHOOD BE PENNY STOCKS.

Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the SEC. Penny stocks generally are equity securities with a price per share of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules.

WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE, AND WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

We have a very limited number of market makers and are quoted on the OTC Electronic Bulletin Board. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all.

FAILURE TO ACHIEVE AND MAINTAIN EFFECTIVE INTERNAL CONTROLS IN ACCORDANCE WITH SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002 COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND STOCK PRICE.

Section 404 of the Sarbanes-Oxley Act of 2002 (“the Sarbanes-Oxley Act”) requires that we establish and maintain an adequate internal control structure and procedures for financial reporting and include a report of management on our internal control over financial reporting in our annual report on Form 10-K. That report must contain an assessment by management of the effectiveness of our internal control over financial reporting and must include disclosure of any material weaknesses in internal control over financial reporting that we have identified. The Company currently has three directors with only one of whom is independent; accordingly, we cannot establish board committees with independent members to oversee certain functions such as compensation or audit issues for internal control and reporting purposes. Until a majority of our board is comprised of independent members, if ever, there will be limited oversight of our management’s decisions and activities and little ability of shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of our shareholders.

THE MARKET PRICE FOR OUR COMMON SHARES IS PARTICULARLY VOLATILE GIVEN OUR STATUS AS A RELATIVELY UNKNOWN COMPANY WITH A SMALL AND THINLY TRADED PUBLIC FLOAT, LIMITED OPERATING HISTORY AND LACK OF PROFITS WHICH COULD LEAD TO WIDE FLUCTUATIONS IN OUR SHARE PRICE. YOU MAY BE UNABLE TO SELL YOUR COMMON SHARES AT OR ABOVE YOUR PURCHASE PRICE, WHICH MAY RESULT IN SUBSTANTIAL LOSSES TO YOU.

The market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our common shares are sporadically and thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or “risky” investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products and services. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common shares will be at any time, including as to whether our common shares will sustain their current market prices, or as to what effect that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price.

WE DO NOT PAY DIVIDENDS ON OUR COMMON STOCK.

We have not paid any dividends on our common stock and do not anticipate paying dividends in the foreseeable future. We plan to retain earnings, if any, to finance the development and expansion of our business.

ITEM 2.

PROPERTIES

Our principal executive offices are located at 2500 West Higgins Road, Ste. 780, Hoffman Estates, IL, 60169. Our telephone number is (847) 925-1885. We occupy approximately 11,625 square feet of office space pursuant to a lease executed as of May 26, 2016, for a period of ninety-two (92) months, with an initial base rent of $5,090.32 per month, and subject to annual escalation after month twelve (12), resulting in an ultimate monthly base rent of $13,574.17 during months eighty-five (85) through ninety-two (92).

PSI offices are located at 6408 West Linebaugh Avenue, Suite 103, Tampa, Florida 33625. PSI’s telephone number is (866) 725-0969. PSI occupies the office space pursuant to a lease executed as of July 7, 2014, for an initial period of six months and thereafter extended on a month-to-month basis, with monthly base rent of $2,140, subject to additional rent in the form of a pro-rata share of common area maintenance operating and maintenance expenses. Suite 103 comprises approximately 2,000 square feet and included office space, a sales area, space for inventory, manufacturing and receiving operations, as well as an engineering lab and video conferencing room.

NPC offices are located within our principal executive offices at 2500 West Higgins Road, Ste. 750, Hoffman Estates, IL, 60169 and 230 Central Drive, Suite 201, Vernon Hills, Illinois 60061. Its telephone number is (847) 701-3250.

SCI offices are located at 273 Midway Lane, Oak Ridge, Tennessee 37830. Its telephone number is 651-765-9560. SCI occupies approximately 6,400 square of office space pursuant to a lease executed as of September 19, 2016, for a period of sixty (60) months, with an initial monthly base rent of $3,930.83, and subject to escalation after month twenty-four (24), resulting in an ultimate monthly base rent of $4,049.94 during months forty-nine (49) through sixty (60).

ITEM 3.

LEGAL PROCEEDINGS

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.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable.

PART II

ITEM 5.

MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

No Public Market for Our Common Stock

The market price of our common stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market, and other factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our common stock, regardless of our actual or projected performance.

Common Stock

During the year ended September 30, 2016, we are authorized by our Articles of Incorporation to issue up to 75,000,000 shares of common stock, par value $0.001 per share. As of September 30, 2016 there were 74,968,352 shares of common stock issued and outstanding. Holders of shares of common stock have full voting rights, one vote for each share held of record. Stockholders are entitled to receive dividends as may be declared by the Board out of funds legally available therefore and share pro rata in any distributions to stockholders upon liquidation. Stockholders have no conversion, pre-emptive or subscription rights. All outstanding shares of common stock are fully paid and non-assessable. Subsequent to September 30, 2016, the Company amended its Articles of Incorporation to authorize it to issue up to 185,000,000 shares of common stock, par value $0.001 per share, through filing of a Certificate of Amendment on January 12, 2017.

Preferred Stock

The Company does not have any Preferred Stock authorized.

Dividends

We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Options

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

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

As of September 30, 2016, 5,227,500 shares and 5,172,500 shares, respectively, were outstanding under the 2010 Option Plan.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Action Stock Transfer Corp., having an office situated at 2469 E. Fort Union Blvd, Ste 214, Salt Lake City, UT 84121 and its telephone number is (801) 274-1088.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS.

Forward Looking Statements

Except for historical information, the following Plan of Operation contains forward-looking statements based upon current expectations that involve certain risks and uncertainties. Such forward-looking statements include statements regarding, among other things, (a) our projected sales and profitability, (b) our growth strategies, (c) anticipated trends in our industry, (d) our future financing plans, (e) our anticipated needs for working capital, (f) our lack of operational experience and (g) the benefits related to ownership of our common stock. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “Management’s Discussion and Analysis or Plan of Operations” and “Description of Business,” as well as in this Annual Report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this Annual Report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Annual Report will in fact occur as projected.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis 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.

Background.

PSI

PSI designs, develops and markets a targeted ultraviolet (“UV”) phototherapy device called the PsoriaLight. The Psoria-Light is designated for use in targeted PUVA photochemistry and UVB phototherapy and is designed to treat certain skin conditions including psoriasis, vitiligo, atopic dermatitis (eczema), seborrheic dermatitis, and leukoderma.

Psoriasis, eczema, and vitiligo, are common skin conditions that can be challenging to treat, and often cause the client significant psychosocial stress. Clients may undergo a variety of treatments to address these skin conditions, including routine consumption of systemic and biologic drug therapies which are highly toxic, reduce systemic immune system function, and come with a host of chemotherapylike side effects. Ultraviolet (UV) phototherapy is a clinically validated alternate treatment modality for these disorders.

NPC

SCI

Management

Presently, all business functions of the Company are managed by our CEO/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.

On January 12, 2015, the Company entered into the PDC Joint Venture Agreement with TMA to further develop, market, license and/or sell PSI technology and products. Mr. Kandalepas manages PSI activities with John Yorke of TMA. Mr. Yorke started his career with Abbott Labs as an FDA specialist and then joined Kendall as a product manager for OR and CV products. He formed and operated Cardiomax, a $45M medical products distributorship. In 1991, he formed TFGI to assist start-up and small-cap companies to develop business plans, source funding and secure strategic partners. TFGI clients included PMG (Pennsylvania Merchant Group), J&J Development Company, Zures Medical Group, SCA Capital Partners, Forest Health Group and Hillman Medical. In 2013, TFGI merged with The ComedIT Group and Ocean Medical to form TMA.

Jay Joshi, M.D., DABA, DABAPM, FABAPM manages NPC’s business. Dr. Joshi is a nationally recognized double board certified Anesthesiologist and fellowship trained Interventional Spine and Pain Management physician whose capabilities combine clinical medicine, research, creativity, marketing, inventions, and business development. He is considered a National Key Opinion Leader in pain management. He has presented to a variety of audiences over 500 times, and has worked internationally at the World Health Organization (WHO). Although we have an Employment Agreement with Dr. Joshi, we cannot guarantee that he will remain affiliated with us.

Mr. Ricky Howard manages SCI’s business. Mr. Howard has over thirty years of experience in operations management and executive positions in a variety of industries ranging from entrepreneurial startups to Fortune 500 companies. He joined Stealth Mark as V.P. of Operations at the early stage of development in 2006 and played an integral role in bringing the company’s capabilities to its present status including design and creation of its manufacturing capabilities, implementation of its ERP inventory controls system, software and hardware development, marketing and sales materials processes and day-to-day operational procedures and processes. Although we have an Employment Agreement with Mr. Howard, we cannot guarantee that he will remain affiliated with us.

Results of Operations for the year ended September 30, 2016 compared to the year ended September 30, 2015


Wellness Center USA, Inc.
Consolidated Statements of Operations

		Year Ended
		September 30,
		2016		2015
				(Restated)

Total Sales	$	481,284	$	283,111

Cost of goods sold		189,591		121,799

Gross profit		291,693		161,312

Operating expenses
Selling, general and administrative expenses		2,137,656		2,208,881
Impairment of goodwill and intangible assets		349,639		4,963,414
Total operating expenses		2,487,295		7,172,295

Loss from operations		(2,195,602)		(7,010,983)

Other expenses		(275,710)		(18,337)

NET LOSS	$	(2,471,312)	$	(7,029,320)

Revenue and Cost of Goods Sold

Revenue for the years ended September 30, 2016 and 2015 was $481,284 and $283,111, respectively. The increase of $198,173 was primarily due to the increase in trade sales during 2016, as compared to the prior year.

Cost of sales for the years ended September 30, 2016 and 2015, was $189,591 and $121,799, respectively. Gross profit for the years ended September 30, 2016 and 2015, was $291,693 and $161,312, respectively. The gross profit increase of $130,381 was primarily due to the increase in trade sales, as the gross profit margin was approximately the same for both years.

Operating Expenses

Operating expenses for the years ended September 30, 2016 and 2015 was $2,487,295 and $7,172,295, respectively. The decrease in operating expenses of $4,685,000 in 2016 was due primarily to the write-off of goodwill and intangible assets in 2015 totaling to $4,963,414.

Other Income (Expenses)

Other income and expenses during the year ended September 30, 2016 consisted of the loss on conversion of loans payable to equity of $254,723, income from the recovery of liabilities of $5,000, financing costs of $18,900 and interest income from a related party of $2,913. Other income and expenses during the year ended September 30, 2015 consisted of change in fair value of derivatives of $47,404, gain on extinguishment of derivatives of $218,528, loss on conversion of loans payable to equity of $143,300, loss from write-off of liabilities of $213,496, financing costs of $72,600, interest expense of $189,341and interest income from a related party of $2,284.

Net Loss

Our net loss for the years ended September 30, 2016 and 2015 was $2,471,312 and $7,029,320, respectively. The decrease in the net loss for 2016 of $4,558,008 was primarily due to the write-off of intangible assets in 2015 totaling to $4,963,414, offset by the increase in gross profit in 2016 of $130,381.

Segment Information

The Company maintained three (3) business segments through the end of the period covered by this Report:

(i)

Medical Devices: which it provided through PSI, its wholly-owned subsidiary 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)

Practice Management Services: which it provided through NPC, its wholly-owned subsidiary acquired on February 28, 2014, which manages non-medical services in three clinics and two surgical centers in the Chicago-land area; and

(iii)

Authentication and Encryption Products and Services: which it provided through SCI, its wholly-owned subsidiary that on April 4, 2014 acquired certain assets of SMI Holdings, Inc. d/b/a Stealth Mark, Inc., including Stealth Mark tradenames and marks, and related encryption and authentication solutions offering advanced product security technologies within the security and supply chain management vertical sectors.

The detailed segment information of the Company is as follows:


Wellness Center USA, Inc.
Operations by Segments

			For the Year Ended
			September 30, 2016
			Corporate		Medical Devices		Mgmt of Medical Practice		Authentication and Encryption		Total
Sales:
	Trade	$	6,402	$	94,117	$	-	$	108,343	$	208,862
	Related party		-		54,117		-		-		54,117
	Consulting services		-		-		-		36,625		36,625
	Management services to related party		-		-		181,680		-		181,680
Total Sales			6,402		148,234		181,680		144,968		481,284

Cost of goods sold			7,299		169,082		-		13,210		189,591

Gross profit (loss)			(897)		(20,848)		181,680		131,758		291,693

Operating expenses
	Selling, general and administrative expenses		1,164,377		403,768		220,610		348,901		2,137,656
	Impairment of goodwill and intangible assets		-		94,214		-		255,425		349,639
Total operating expenses			1,164,377		497,982		220,610		604,326		2,487,295

Loss from operations		$	(1,165,274)	$	(518,830)	$	(38,930)	$	(472,568)	$	(2,195,602)

Revenue for the Medical Devices segment for the year ended September 30, 2016 was $148,234. There were no revenues or cost of sales for the Medical Devices segment for the year ended September 30, 2015. Cost of sales for the year ended September 30, 2016 was $169,082. The gross loss for the year ended September 30, 2016 was $20,848. The gross loss was primarily due to the reserve for excess and obsolete inventories of $80,770 in 2016. Operating expenses for the years ended September 30, 2016 and 2015 was $497,982 and $4,259,341, respectively. The decrease in operating expenses of $3,761,449 in 2016 was due primarily to the write-off of goodwill and intangible assets in 2015 totaling to $3,763,414. The loss from operations for the years ended September 30, 2016 and 2015 was $518,830 and $4,259,341, respectively.

Revenue for the Practice Management Services segment for the years ended September 30, 2016 and 2015 was $181,680 and $187,368, respectively. The decrease of $5,688 was due to the slight decrease in management fees received during 2016, as compared to the prior year. Operating expenses for the years ended September 30, 2016 and 2015 was $220,610 and $1,465,016, respectively. The decrease in operating expenses of $1,244,406 in 2016 was due primarily to the write-off of goodwill and intangible assets in 2015 totaling to $1,200,000. The loss from operations for the years ended September 30, 2016 and 2015 was $38,930 and $1,277,648, respectively.

Revenue for the Authentication and Encryption segment for the years ended September 30, 2016 and 2015 was $144,968 and $94,385, respectively. The increase of $54,583 was primarily due to the increase in trade sales during 2016, as compared to the prior year. Cost of goods sold for the years ended September 30, 2016 and 2015 was $13,210 and $120,155, respectively. Gross profit for the year ended September 30, 2016 was $131,758 and the gross loss for the year ended September 30, 2016 was $25,770. The gross loss in 2015 was primarily due to the write-off of inventories to realizable value. Operating expenses for the years ended September 30, 2016 and 2015 was $604,326 and $301,388, respectively. The increase in operating expenses of $302,938 in 2016 was due primarily to the write-off of goodwill and intangible assets in 2016 totaling to $255,425. The loss from operations for the years ended September 30, 2016 and 2015 was $472,568 and $327,158, respectively.

The Corporate segment primarily provides executive management services for the Company, but did have small revenues in both 2016 and 2015. Revenue for the Corporate segment for the years ended September 30, 2016 and 2015 was $6,402 and $1,358, respectively, and the gross loss for the years ended September 30, 2016 and 2015 was $897 and $286, respectively. Operating expenses for the years ended September 30, 2016 and 2015 was $1,164,377 and $1,206,580, respectively. The decrease in operating expenses of $42,203 in 2016 was due primarily to the decrease in professional and consulting fees in 2016. The loss from operations for the years ended September 30, 2016 and 2015 was $1,165,274 and $1,206,866, respectively.

Liquidity and Capital Resources

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 year ended September 30, 2016, the Company incurred a net loss of $2,471,312 and used cash in operations of $1,054,756, and had a shareholders’ deficit of $754,700 as of September 30, 2016. 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.

At September 30, 2016, the Company had cash on hand in the amount of $89,249. 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 year ended September 30, 2016, the Company raised $714,200 through the sale of its common stock.

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.

Our independent registered public accounting firm issued a going concern opinion. This means that they expressed substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital.

Comparison of years ended September 30, 2016 and 2015

As of September 30, 2016, we had $89,249 in cash, negative working capital of $787,281 and an accumulated deficit of $17,541,827.

As of September 30, 2015, we had $34,227 in cash, negative working capital of $616,264 and an accumulated deficit of $15,190,552.

Cash flows used in operating activities

During the year ended September 30, 2016, the Company used cash flows in operating activities of $1,054,756 compared to $1,083,118 used in the year ended September 30, 2015. During the year ended September 30, 2016, the Company incurred a net loss of $2,471,312 and $1,086,588 of non-cash expenses compared to a net loss of $7,029,320 and $5,888,881 of non-cash expenses during the year ended September 30, 2015.

Cash flows used in investing activities

During the year ended September 30, 2016, we had purchases of property and equipment of $2,248. During the year ended September 30, 2016, we had patent application costs of $5,246, while during the year ended September 30, 2015, we had patent application costs of $5,247.

Cash flows provided by financing activities

During year ended September 30, 2016, we had proceeds from loans payable of $82,300, advances from related party of $13,041, repayment of advances from related party of $3,269, proceeds from sale of common stock and warrants $714,200, net of issuance costs, proceeds from the exercise of stock options and warrants of $5,000 and proceeds from common stock issuable of $306,000. During year ended September 30, 2015, we had proceeds from notes payable of $165,000, a repayment of advances from related party of $19,170, repayment of convertible notes payable of $173,334, proceeds from the sale of common stock and warrants, net of issuance costs, of $950,425 and proceeds from the exercise of stock options and warrants of $24,000.

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

PSI received FDA clearance for the Psoria-Light on February 11, 2011 (no. K103540) and was granted permission to affix the CE mark for the Psoria-Light in the fourth quarter of 2011.

PSI’s founder and past president filed a provisional patent application covering certain aspects of the technology that we intend to utilize in the development and commercialization of the Psoria-Light, including handheld ergonomics, emitter platform and LED arrangements, methods for treatment site detection, cooling methods, useful information displays, collection of digital images and graphical correlation to quantitative metrics, and base console designs. Two non-provisional patent applications were submitted claiming the prior filing date of the initial provisional application.

The first non-provisional application describes a unique distance sensor located at the tip of the Psoria-Light hand-piece, which detects the treatment site based on a projected field. The sensor can detect electrolytic/conductive surfaces, such as human skin, without requiring any physical or direct electrical contact. Further, the unique sensor can sense the treatment site at any point about the tip of the hand-piece and without causing any attenuation of the therapeutic UV light output.

The second non-provisional application describes the integration and use of a digital camera in the Psoria-Light, including the location of the digital camera and how and when it is used to conveniently correspond to real-life treatment routines, how images are displayed and captured to memory, and how the images are arranged in patient records are illustrated. Additionally, the second non-provisional application describes the inclusion of clinician defined variables, such as health-related quality of life scores, and their placement into a graphical arrangement relative to treatment site images.

Both the initial provisional patent application and the two non-provisional patent applications are owned by PSI’s past president, who has granted PSI the sole and exclusive, worldwide, paid-up, royalty-free, perpetual license under the initial provisional patent application, any non-provisional patent applications filed by him covering the technology described in the initial provisional patent application, and associated know-how, technical data, and improvements to develop and commercialize the Psoria-Light.

PSI’s past president filed a second provisional patent application containing concepts for the improvement of microelectronics packages and thermal management solutions, the improvement of handheld phototherapy devices in general (either used on humans, animals, or plants, or used on inanimate objects), and replacement of laser therapy devices with LED devices. PSI was granted the sole and exclusive, worldwide, paid-up, royalty-free, perpetual license under this second provisional patent application, any non-provisional patent applications covering the technology described in the second provisional patent application, and associated know-how, technical data, and improvements to develop and commercialize the Psoria-Light.

In addition to the foregoing, Stealth Mark devoted substantial effort and resources to develop and advance micro-particle security technologies in support of its business activities. Protection of the acquired Stealth Mark intellectual property is maintained through a combination of Patents, Trademarks, and Trade Secrets consisting of the following:


U.S. Patent	Issued	“Title” – Summary

No. 6,647,649	November 18, 2003	“Micro-particle Taggant Systems” - Generation of Micro-particle codes from marks containing encrypted Micro-particles.

No. 7,720,254	May 18, 2010	“Automatic Micro-particle Mark Reader” - Automatic readers for interrogating Micro-particle marks.

No. 7,831.042	November 9, 2010	“Three-Dimensional Authentication Of Micro-particle Mark - Validation of 3D nature of micro-particle mark to protect against counterfeiting of mark.

No. 7,885,428	February 8, 2011	“Automatic Micro-particle Mark Reader” - Automatic readers for interrogating micro-particle marks (broadened protection).

No. 8,033,450	October 11, 2011	“Expression Codes For Micro-particle Marks Based On Signature Strings” - Generation of expression codes (“fingerprints”) unique to each micro-particle mark to protect against counterfeiting of marks.

No. 8,223,964	July 17, 2012	“Three-Dimensional Authentication Of Micro-particle Mark - Validation of 3D nature of micro-particle mark to protect against counterfeiting of marks (broadened protection).


Europe WO/EP Patent	Issued	“Title” – Summary

Appl. No. 07753043.4	Pending	“Expression Codes For Micro-particle Marks Based On Signature Strings” - Generation of expression codes (“fingerprints”) unique to each micro-particle mark to protect against counterfeiting of marks.

Appl. No. 07753034.3	Pending	“Three-Dimensional Authentication Of Micro-particle Mark - Validation of 3D nature of Micro-particle mark to protect against counterfeiting of mark.

Trademarks	Type	Countries

Stealth Mark^®	Registered	United States European Community Australia

StealthFire™	Not Registered	United States European Community

Trade Secrets

Stealth Mark proprietary technologies and capabilities being maintained as Trade Secrets include, but are not limited to:

Micro-particle Manufacturing

Micro-particle Color Systems

Technology advancements providing improvements in Automatic Reader performance

Software solutions supporting Micro-particle security solutions

We will assess the need for any additional patent, trademark or copyright applications, franchises, concessions royalty agreements or labor contracts on an ongoing basis.

Employees

We currently employ our executive officers. PDC has several independent contractors; NPC has four full-time employees; SCI has four part-time employees and independent contractors. We have Employment Agreements with key executive management personnel with each subsidiary company, but none with Mr. Kandalepas, who currently serves as our Chairman, President, CEO and CFO.

Summary of Significant Accounting Policies.

The Company’s significant accounting policies are presented in the Notes to the Consolidated Financial Statements (see Note 2 of the audited consolidated financial statements included herein).

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to a smaller reporting company.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our consolidated financial statements are contained in pages F-1 through F-27 which appear at the end of this annual report.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Regulations under the Securities Exchange Act of 1934 (the “Exchange Act”) require public companies to maintain “disclosure controls and procedures,” which are defined as controls and other procedures that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

The Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of September 30, 2016, the end of the period covered by this report. Based upon that evaluation, the Company’s CEO concluded that the Company’s disclosure controls and procedures are not effective at the reasonable assurance level due to the material weaknesses described below:

The Company does not have written documentation of its internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to the Company. Management evaluated the impact of its failure to have written documentation of its internal controls and procedures on its assessment of its disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

The Company’s board of directors has no audit committee, independent director or member with financial expertise which causes ineffective oversight of the Company’s external financial reporting and internal control over financial reporting.

The Company does not have sufficient segregation of duties within its accounting functions, which is a basic internal control. Due to its size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of its failure to have segregation of duties on its assessment of its disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

The Company has had, and continues to have, a significant number of audit adjustments. Audit adjustments are the result of a failure of the internal controls to prevent or detect misstatements of accounting information. The failure could be due to inadequate design of the internal controls, a misapplication or override of controls, or the lack of any board member with financial expertise. Management evaluated the impact of the significant number of audit adjustments and has concluded that the control deficiency that resulted represented a material weakness.

In light of the material weaknesses, the management of the Company performed additional analysis and other post-closing procedures to ensure our consolidated financial statements were prepared in accordance with the accounting principles generally accepted in the United States of America. Accordingly, we believe that our consolidated financial statements included herein fairly present, in all material respects, our consolidated financial condition, consolidated results of operations and cash flows as of and for the reporting periods then ended.

Remediation of Material Weaknesses

We intend to remediate the material weaknesses in our disclosure controls and procedures identified above by adding independent directors or members with financial expertise and/or hiring a full-time CFO, with SEC reporting experience, in the future when working capital permits and by working with our independent registered public accounting firm and refining our disclosure controls and procedures. To date, we have not been successful in reducing the number of audit adjustments, but will continue our efforts in the coming fiscal year as more fully detailed below.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officer and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

only in accordance with authorizations of management and directors of the issuer; and Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the Company are being made

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

As of the end of our most recent fiscal year, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, as of September 30, 2016, such internal control over financial reporting was not effective. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal control over financial reporting that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives of having segregation of the initiation of transactions, the recording of transactions and the custody of assets; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of September 30, 2016.

To address the material weaknesses set forth in items (2) and (3) discussed above, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

This annual report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to the rules of the SEC that permit the Company to provide only the management's report in this annual report.

Management's Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. First, we will create a position to segregate duties consistent with control objectives of having separate individuals perform (i) the initiation of transactions, (ii) the recording of transactions and (iii) the custody of assets. Second, we will create a senior position to focus on financial reporting and standardizing and documenting our accounting procedures with the goal of increasing the effectiveness of the internal controls in preventing and detecting misstatements of accounting information. Third, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

We anticipate that these initiatives will be at least partially, if not fully, implemented by September 2017 when funding is available. Additionally, we plan to test our updated controls and remediate our deficiencies by September 2018.

Changes in internal controls

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15 (f) under the Exchange Act) during the fourth quarter of our fiscal year 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Directors, Executive Officer and Control Persons

The following table sets forth the names and ages of our current directors and executive officers. Also the principal offices and positions with us held by each person and the date such person became a director or executive officer. Each executive officer was appointed by our Board of Directors. Our directors serve until the earlier occurrence of the election of his or her successor at the next meeting of stockholders, death, resignation or removal by the Board of Directors. There are no family relationships among our directors, and executive officers.


Name	Age	Position	Date

Andrew J. Kandalepas	64	Chairman, President, Chief Executive Officer and Chief Financial Officer	June 2010

Dr. Jay Joshi, M.D.	40	Director, Secretary, President, NPC	Feb. 2014

Ricky Howard	63	President, CEO, SCI	April 2014

Audit Committee

The Board of Directors determined not to establish an audit committee at present because of our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of doing so. We do not have a financial expert serving on the Board of Directors who meets the criteria for a financial expert under Item 401(e) of Regulation S-B due to our limited financial resources.

Certain Legal Proceedings

No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.

Compliance With Section 16(A) Of The Exchange Act.

Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and are required to furnish copies to the Company.

ITEM 11.

EXECUTIVE COMPENSATION

Executive Compensation

Summary Compensation Table


Name and Position	Year ($)	Salary ($)	Other Annual Compensation Bonus ($)	Restricted Stock (Shares)	Options Awards (Shares)	LTIP SARs ($)	Payouts ($)	All Other Compensation ($)

Andrew J. Kandalepas,	2016	250,000	0	0	0	0	0	187,163
Chairman, President and CEO (1)	2015	231,007	0	0	0	0	0	0

Dr Jay Joshi,	2016	200,000	0	0	0	0	0	0
President of NPC, Director	2015	206,640	0	0	0	0	0	0

Rick Howard, President,	2016	100,000	0	0	250,000	0	0	0
CEO of StealthCo	2015	147,800	0	0	0	0	0	0

(1)

Upon formation the Company issued to the Company’s founder (i) 3,665,000 shares of its common stock valued at par, or $3,665 and (ii) an option to purchase 1,600,000 shares of its common stock with an exercise price of $0.01 per share expiring five (5) years from the date of issuance valued at nil, on the date of grant, as officer's compensation. In 2016, the Company determined a loan due from the Chairman was impaired and the remaining outstanding amount of $187,163 was considered as additional compensation to the Chairman.

There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries, if any.

Employment Agreements

We have Employment Agreements with our executive officers (excluding Mr. Kandalepas), and with key executive management personnel of each of our subsidiary companies. Each agreement is for a term of three years and provides an annual base salary ranging from $100,000 to $200,000, subject to increase, but not decrease, from time to time as determined by the Board of Directors. Employment under each agreement is at will and terminable by either party at any time. If an Employment Agreement is terminated by the executive for good reason (as defined therein), or by the Company other than for cause (as defined therein), the executive is entitled to pay through the termination date plus severance pay of up to three (3) month’s base pay for each full year of service then remaining. If an Employment Agreement is terminated by the executive for other than good reason, or by the Company for cause, the executive is entitled only to pay through the termination date and a portion of Company shares, options or warrants, if any, held by him or for his benefit are subject to forfeiture. Each Employment Agreement contains covenants not to compete, secrecy and non-interference which apply during employment and continue for a period of two years following termination.

Stock Option Plan

On December 22, 2010, effective retroactively as of June 30, 2010, the Company’s Board of Directors approved the adoption of the “2010 Non-Qualified Stock Option Plan” (“2010 Option Plan”) by unanimous consent. The 2010 Option Plan was initiated to encourage and enable officers, directors, consultants, advisors and key employees of the Company to acquire and retain a proprietary interest in the Company by ownership of its common stock. A total of 7,500,000 of the authorized shares of the Company’s common stock may be subject to, or issued pursuant to, the terms of the plan. The number of shares to be received upon the exercise of an option and the exercise price to be paid for a share may be adjusted from time to time as provided in Section 7 of the plan, which is presented in the Notes to the Consolidated Financial Statements (see Note 12 of the audited consolidated financial statements included herein).

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Principal Shareholders

The following table presents certain information regarding the beneficial ownership of all shares of common stock at the date of this Annual Report, for each executive officer and director of our Company and for each person known to us who owns beneficially more than five percent (5%) of the issued and outstanding shares of our common stock.


Name and Address of Beneficial Owner (1)	Number of Shares (2)	Options to Acquire Number of Shares (2)	Warrants to Acquire Number of Shares (2)	Number of Shares Inclusive of Options and Warrants	Percentage (%) of Security Ownership
Andrew J. Kandalepas, Chairman, President and CEO (*)	5,265,000	-	-	5,265,000	3.90%

Dr. Jay Joshi, Director (*)	5,283,334	1,400,000	-	6,683,334	4.95%

Ricky Howard (*)	-	562,500	-	562,500	0.42%

Officers and Directors as a group	10,773,334	2,062,500	-	12,510,834	9.26%

Total issued and outstanding	74,968,352	5,227,500	54,938,158	135,134,010	100.00%

(1)

Except as otherwise noted below, the address of each of the persons shown in the above table is c/o Wellness Center USA, Inc. 2500 West Higgins Road, Ste. 780, Hoffman Estates, IL, 60169.

(2)

Includes, where applicable, shares of common stock issuable upon the exercise of options or warrants to acquire common stock held by such person that may be exercised within sixty (60) days after September 30, 2016. Also includes unvested shares of restricted stock as to which such person has voting power but no dispositive power. Unless otherwise indicated, we believe that all persons named in the table above have sole voting power and/or investment power with respect to all shares of common stock beneficially owned by them.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transactions

Related parties with whom the Company had transactions are:


Related Parties	Relationship	Related Party Transactions	Business Purpose of Transactions
Management and significant stockholder

Andrew J. Kandalepas	Chairman, CEO and significant stockholder	Note receivable - Officer	Working capital

Jay Joshi, MD	Chief Medical Officer of the Company, President and CEO of NPC, stockholder and director	Shareholder Loan	Working capital

Entity controlled by significant stockholder

National Pain Centers, LLC	An entity owned and controlled by Dr. Jay Joshi, MD, Chief Medical Officer of the Company, President and CEO of NPC, stockholder and director	Management services provided to NPC, LLC	Management of medical practices.

National Pain Centers, LLC

NPC manages non-medical services in three clinics and two surgical centers in the Chicago-land area that provide diagnostic, surgical, treatment, research, advocacy, education, and setting standards and protocols within the interventional and multi-modal pain management, pursuant to a management service agreement dated as of February 28, 2014, by and between NPC and National Pain Centers, LLC ("NPC LLC"), which is owned by Dr. Jay Joshi, the president and CEO of NPC. Under the management agreement, NPC LLC engages NPC to provide management services for a term period of five years commencing on the effective date. During the term of this agreement, NPC LLC shall pay NPC the equivalent of 50% of all monies collected and as billed monthly to NPC LLC on net-30 term.

NPC is managed by its founder and CEO Dr. Jay Joshi, MD, DABA, DABAPM, FABAPM. Dr. Joshi also serves as the Company’s Chief Medical Officer (“CMO”) and as a member of its Board of Directors.

Management service revenue related to the collections was $181,680 and $187,368 for the years ended September 30, 2016 and 2015, respectively. Salary payments of $200,000 and $150,000 paid to Dr. Joshi during the years ended September 30, 2016 and 2015 have been offset to revenue earned from NPC LLC.

In addition, during the year ended September 30, 2016, the Company sold one of its phototherapy devices to NPC LLC for a sales price of $54,117 that has been reflected as a related party sale on the Company’s accompanying statement of operations for the year ended September 30, 2016.

Advances from Shareholders

From time to time, shareholders of the Company advance funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand. At September 30, 2016 and September 30, 2015, advances from shareholders were $50,545 and $40,773, respectively.

In addition, another shareholder advanced $224,444 to the Company as of September 30, 2016 and September 30, 2015. The advances are non-interest bearing, are unsecured and do not have a determined date of repayment.

Note Receivable – Chairman, President and CEO

On September 30, 2013, the Company loaned $250,000 to its Chairman, President and CEO. At September 30, 2015, a balance of $197,028 was owed on the loan. During the year ended September 30, 2016, the Company determined the loan was impaired and the remaining outstanding amount of $187,163 was considered as additional compensation to the Chairman. No amounts were outstanding under the loan at September 30, 2016.

Director Independence

Currently, the Company does not have a policy that its directors or a majority of its directors be independent of management. The Company intends to implement a policy that a majority of the Board members be independent of the Company’s management as the members of the board of directors increases.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

The following table sets forth the fees billed to the Company for professional services rendered by the Company's independent registered public accounting firm, for the years ended September 30, 2016 and 2015:


Fees		2016		2015

Audit fees	$	90,000	$	75,900
Audit Related Fees	$	-	$	-
Tax fees	$	-	$	-
All other fees	$	-	$	-

Total Fees	$	90,000	$	75,900

Audit Fees. Consist of fees billed for professional services rendered for the audits of our financial statements and reviews of our interim consolidated financial statements included in quarterly reports.

Tax Fees. Our auditors did not provide us with professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and local tax compliance and consultation in connection with various transactions and acquisitions.

Pre-approval of All Services from the Independent Auditors

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us or our subsidiaries to render any auditing or permitted non-audit related service, the engagement be:

approved by our audit committee; or

entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.

We do not have an audit committee, however our board of directors acts as the audit committee, established pre-approval policies and procedures as to the particular service which do not include delegation of the audit committee's responsibilities to management. Our board of directors pre-approves all services provided by our independent auditors and is informed of each service.

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

a) Documents filed as part of this Annual Report

1. Financial Statements

2. Financial Statement Schedules

3. Exhibits


Exhibit Number	Description of Document	Filed Herewith	Incorporated by Reference To:

2.2	Exchange Agreement dated June 21, 2012 by and between Psoria-Shield Inc. and Wellness Center USA, Inc.		Exhibit 2.2 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013.

2.4	Exchange Agreement dated February 28, 2014 by and between National Pain Centers, Inc. and Wellness Center USA, Inc.		Exhibit 2.4 to the Registrant’s Current Report on Form 8-K filed on February 28, 2014.
2.5	Purchase Agreement dated March 31, 2014 by and between SMI Holdings, Inc. d/b/a Stealth Mark, Inc. and Stealthco, Inc., a wholly-owned subsidiary of Wellness Center USA, Inc.		Exhibit 2.5 to the Registrant’s Current Report on Form 8-K filed on April 9, 2014.

3.1	Articles of Incorporation of the Registrant as filed with the Secretary of State of Nevada.		Exhibits 3.2 to the Registrant’s Amended Registration Statement on Form S-1A1 filed on July 7, 2011.

3.2	Bylaws of the registrant.		Exhibits 3.2 to the Registrant’s Amended Registration Statement on Form S-1A1 filed on July 7, 2011.

3.3	Certificate of Amendment as filed with the Secretary of State of Nevada on January 12, 2017.	X

4.1	Subscription Agreement		Exhibits 99.1 to the Registrant’s Amended Registration Statement on Form S-1A1 filed on July 7, 2011.

4.2	Form of warrant		Exhibits 99.2 to the Registrant’s Amended Registration Statement on Form S-1A1 filed on July 7, 2011.

4.3	2010 Non-Qualified Stock Compensation Plan		Exhibits 99.3 to the Registrant’s Amended Registration Statement on Form S-1A1 filed on July 7, 2011.

5.4	Employment Agreement dated as of February 28, 2014 by and between Jay Joshi, M.D. and Wellness Center USA, Inc.		Exhibit 5.4 to the Registrant’s Current Report on Form 8-K filed on February 28, 2014.

5.5	Employment Agreement dated as of July 1, 2014 by and between Rick Howard and Wellness Center USA, Inc.		Exhibit 5.5 to the Registrant’s Annual Report on Form 10-K filed on January 15, 2015.

10.4	License Agreement dated as of August 25, 2009 by and between Psoria-Shield Inc. and Scot L. Johnson.		Exhibit 10.4 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013.

10.5	License Agreement dated as of December 11, 2010 by and between Psoria-Shield Inc. and Scot L. Johnson.		Exhibit 10.5 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013.

10.6	Management Service Agreement dated as of February 28, 2014 by and between National Pain Centers, Inc. and National Pain Centers, LLC		Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K filed on January 15, 2015



10.7	Agency Agreement dated as of October 24, 2014 by and between The Medical Alliance, Inc., Psoria-Shield, Inc. and Wellness Center USA, Inc.		Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K filed on January 15, 2015

10.8	Joint Venture Agreement dated as of January12, 2015 by and between The Medical Alliance, Inc., Psoria-Shield, Inc. and Wellness Center USA, Inc.		Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K filed on January 15, 2015

21.1	List of subsidiaries of the Registrant		Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K filed on January 15, 2015

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)	X

31.2	Certification of Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (**)	X

32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)	X

32.2	Certification of Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (***)	X

101.INS	XBRL Instance Document ****	X

101. SCH	XBRL Taxonomy Extension Schema Linkbase Document ****	X

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document ****	X

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document ****	X

101.LAB	XBRL Taxonomy Extension Label Linkbase Document ****	X

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document ****	X

(*)

Filed herewith.

(**)

Included in Exhibit 32.1

(***)

Included in Exhibit 32.2

(****)

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

SIGNATURES

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



	WELLNESS CENTER USA, INC.

Date: January 13, 2017	By: /s/ Andrew J. Kandalepas
	Andrew J. Kandalepas Chairman, President, Chief Executive Officer, Chief Accounting Officer and Chief Financial Officer (Duly Authorized Principal Executive Officer)

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints severally Andrew J. Kandalepas, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such 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, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



SIGNATURE	TITLE	DATE

/s/ Andrew J. Kandalepas	Chairman, President, Chief Executive Officer, Chief Accounting Officer and Chief Financial Officer	January 13, 2017
Andrew J. Kandalepas

/s/ Jay Joshi, M.D.	Director, President NPC	January 13, 2017
Jay Joshi, M.D.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

Wellness Center USA, Inc.

September 30, 2016 and 2015

Index to the Consolidated Financial Statements

Page

Report of Independent Registered Public Accounting Firm

F-2

Consolidated Balance Sheets at September 30, 2016 and 2015

F-3

Consolidated Statements of Operations for the Years Ended September 30, 2016 and 2015

F-4

Consolidated Statements of Shareholders’ Deficit for the Years Ended September 30, 2016 and 2015

F-5

Consolidated Statements of Cash Flows for the Years Ended September 30, 2016 and 2015

F-6

Notes to the Consolidated Financial Statements

F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Wellness Center USA, Inc. and Subsidiaries

We have audited the consolidated balance sheets of Wellness Center USA, Inc. (the “Company”) and Subsidiaries as of September 30, 2016, and 2015 (restated) and the related consolidated statements of operations, shareholders’ deficit and cash flows for the year ended September 30, 2016, and the related restated consolidated statements of operations, shareholders’ deficit, and cash flows for the year ended September 30, 2015 (restated). These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2016, and 2015 and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 14 to the consolidated financial statements, the 2015 consolidated financial statements have been restated to correct a misstatement.

The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company had a shareholders’ deficit at September 30, 2016, and incurred a net loss and utilized cash used in operating activities for the year ended September 30, 2016. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Weinberg & Company, P.A.

Los Angeles, California

January 13, 2017

F-2


Wellness Center USA, Inc.
Consolidated Balance Sheets

		September 30,
		2016		2015
ASSETS				(Restated)
Current Assets
Cash	$	89,249	$	34,227
Inventories		79,169		213,501
Current maturity of note receivable - Chairman and CEO		-		36,299
Prepaid expenses and other current assets		29,334		26,571
Total Current Assets		197,752		310,598

Property and equipment, net		15,821		29,624
Intangible assets, net		-		356,343
Goodwill, net		-		55,316
Note receivable - Chairman and CEO, net of current maturity		-		160,729
Other assets		16,760		1,760
Total Other Assets		32,581		603,772

TOTAL ASSETS	$	230,333	$	914,370

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	648,017	$	602,538
Accrued payroll - officers		200,096		132,051
Deferred revenue		77,375		37,500
Advances from related parties		50,545		40,773
Notes payable		9,000		114,000
Total Current Liabilities		985,033		926,862

Shareholders' Deficit
Common stock, par value $0.001, 75,000,000 shares authorized; 74,968,352 and 64,539,684 shares issued and outstanding		74,969		64,540
Additional paid-in capital		16,464,896		15,188,621
Common stock issuable, 5,048,650 shares		442,400		-
Accumulated deficit		(17,541,827)		(15,190,552)
Total Wellness Center USA shareholders' equity (deficit)		(559,562)		62,609

Non-controlling interest		(195,138)		(75,101)
Total Shareholder's deficit		(754,700)		(12,492)

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$	230,333	$	914,370


The accompanying notes are an integral part of these consolidated financial statements.

F-3


Wellness Center USA, Inc.
Consolidated Statements of Operations

		Year Ended
		September 30,
		2016		2015
				(Restated)
Sales:
Trade	$	208,862	$	60,743
Related party		54,117		-
Consulting services		36,625		35,000
Management services to related party		181,680		187,368
Total Sales		481,284		283,111

Cost of goods sold		189,591		121,799

Gross profit		291,693		161,312

Operating expenses
Selling, general and administrative expenses		2,137,656		2,208,881
Impairment of goodwill and intangible assets		349,639		4,963,414
Total operating expenses		2,487,295		7,172,295

Loss from operations		(2,195,602)		(7,010,983)

Other income (expenses)
Change in fair value of derivatives		-		(47,404)
Gain on extinguishment of derivatives		-		218,528
Loss on conversion of loans payable to equity		(254,723)		(143,300)
Other income (loss) from write-off (recovery) of liabilities		(5,000)		213,496
Financing costs		(18,900)		(72,600)
Interest expense		-		(189,341)
Interest income - related party		2,913		2,284
		(275,710)		(18,337)

NET LOSS		(2,471,312)		(7,029,320)

Net loss attributable to non-controlling interest		120,037		75,101

NET LOSS ATTRIBUTABLE TO WELLNESS CENTER USA, INC.	$	(2,351,275)	$	(6,954,219)

BASIC AND DILUTED LOSS PER SHARE	$	(0.03)	$	(0.13)

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC AND DILUTED		72,887,494		55,070,312


The accompanying notes are an integral part of these consolidated financial statements.

F-4


Wellness Center USA, Inc.
Consolidated Statement of Shareholders' Deficit (Restated)

	Common Stock		Additional Paid-in	Shares to be Issued		Accumulated	Total WCUI	Non-controlling
	Shares	Amount	Capital	Shares	Amount	Deficit	Equity	Interest	Total

Balance, September 30, 2014	45,236,795	$ 45,237	$13,518,987	-	$ -	$ (8,236,333)	$ 5,327,891	$ -	$5,327,891

Common stock issued for cash	11,563,127	11,563	938,862	-	-	-	950,425	-	950,425

Issuance of common shares upon exercise of stock options and warrants	2,400,000	2,400	21,600	-	-	-	24,000	-	24,000

Fair value of stock warrants issued for services	-	-	23,600	-	-	-	23,600	-	23,600

Fair value of common shares issued for services	1,978,333	1,978	237,655	-	-	-	239,633	-	239,633

Fair value of stock options issued for services	-	-	111,490	-	-	-	111,490	-	111,490

Issuance of common shares upon conversion of convertible notes and accrued interest	2,300,000	2,300	119,189	-	-	-	121,489	-	121,489

Fair value of common shares and warrants issued upon settlement of loans payable	1,061,429	1,062	217,238	-	-	-	218,300	-	218,300

Net loss for the year ended September 30, 2015	-	-	-	-	-	(6,954,219)	(6,954,219)	(75,101)	(7,029,320)

Balance, September 30, 2015 (Restated)	64,539,684	64,540	15,188,621	-	-	(15,190,552)	62,609	(75,101)	(12,492)

Common stock issued for cash	6,918,668	6,919	707,281	-	-	-	714,200	-	714,200

Issuance of common shares upon exercise of stock options and warrants	500,000	500	4,500	-	-	-	5,000	-	5,000

Fair value of vested stock options	-	-	23,181	-	-	-	23,181	-	23,181

Fair value of common stock issued for services	1,312,000	1,312	118,488	-	-	-	119,800	-	119,800

Issuance of common shares upon conversion of debt	1,000,000	1,000	99,000	-	-	-	100,000	-	100,000

Issuance of common shares and warrants upon settlement of loans payable	698,000	698	323,825	1,322,221	117,500	-	442,023	-	442,023

Funds received before shares were issued	-	-	-	3,591,429	306,000	-	306,000	-	306,000

Common stock to be issued as financing costs	-	-	-	135,000	18,900	-	18,900	-	18,900

Net loss for the year ended September 30, 2016	-	-	-	-	-	(2,351,275)	(2,351,275)	(120,037)	(2,471,312)

Balance, September 30, 2016	74,968,352	$ 74,969	$16,464,896	5,048,650	$442,400	$(17,541,827)	$ (559,562)	$(195,138)	$(754,700)
The accompanying notes are an integral part of these consolidated financial statements.

F-5


Wellness Center USA, Inc.
Consolidated Statements of Cash Flows

		Year Ended
		September 30,
		2016		2015
				(Restated)
Cash Flows from Operating Activities
Net loss	$	(2,471,312)	$	(7,029,320)

Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense		16,051		15,040
Amortization expense		67,266		301,747
Impairment of goodwill		55,316		2,861,287
Impairment of intangible assets		294,323		2,102,127
Loss on shares issued for repayment of accounts payable		40,000		-
Loss on conversion of notes payable		254,723		-
Fair value of common shares and warrants issued upon settlement of loans payable		-		143,300
Fair value of common shares issued for services		119,800		239,633
Fair value of stock options and warrants issued for services		23,181		135,090
Fair value of common stock issued for financing costs		18,900		72,600
Interest expense on convertible notes payable		-		189,181
Change in fair value of derivative liability		-		47,404
Gain on extinguishment of derivative liability				(218,528)
Impairment of note receivable from officer		197,028		-
Changes in Assets and Liabilities
(Increase) Decrease in:
Accounts receivable		-		12,863
Inventories		134,332		56,489
Note receivable - Chairman and CEO		-		33,610
Prepaid expenses and other current assets		(2,763)		(24,101)
Other assets		(15,000)		-
(Decrease) Increase in:
Accounts payable and accrued expenses		105,479		43,986
Accrued payroll - officers		68,045		(78,026)
Deferred revenue		39,875		12,500
Net cash used in operating activities		(1,054,756)		(1,083,118)

Cash Flows from Investing Activities
Purchases of property and equipment		(2,248)		-
Patent application costs		(5,246)		(5,247)
Net cash used in investing activities		(7,494)		(5,247)

Cash Flows from Financing Activities
Proceeds from notes payable		82,300		165,000
Advances from related party		13,041		-
Repayment of advances from related party		(3,269)		(19,170)
Repayments of convertible notes payable		-		(173,334)
Common stock issued for cash		714,200		950,425
Exercise of stock options and warrants		5,000		24,000
Proceeds from common stock issuable		306,000		-
Net cash provided by financing activities		1,117,272		946,921

Net increase (decrease) in cash		55,022		(141,444)

Cash beginning of year		34,227		175,671
Cash end of year	$	89,249	$	34,227

F-6



Supplemental cash flows disclosures:
Interest paid	$	-	$	-
Taxes paid	$	-	$	-

Supplemental non-cash investing and financing disclosures:
Issuance of common shares upon conversion of notes payable	$	187,300	$	121,489
Issuance of common stock for repayment of accounts payable of $60,000	$	100,000	$	-
Issuance of warrants and common shares to settle loans payable	$	-	$	75,000
Debt discount originated from derivative liability	$	-	$	171,124
Non-controlling interest's share in losses of a subsidiary	$	120,037	$	75,101

The accompanying notes are an integral part of these consolidated financial statements.

F-7

WELLNESS CENTER USA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016 AND 2015

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. Upon consummation of the share exchange agreements with CNS-Wellness Florida, LLC and Psoria-Shield Inc., the Company currently operates in the following business segments: (i) distribution of targeted Ultra Violet ("UV") phototherapy devices for dermatology; (ii) management of top-tier medical practices in the interventional and multi-modal pain management sector; and (iii) authentication and encryption products and services.

Going Concern

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation

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


Name of consolidated subsidiary or entity	State or other jurisdiction of incorporation or organization	Date of incorporation or formation (date of acquisition/disposition, if applicable)	Attributable interest

Psoria-Shield Inc. (“PSI”)	The State of Florida	June 17, 2009 (August 24, 2012)	100%
National Pain Centers, Inc. (“NPC”)	The State of Nevada	January 24, 2014 (February 28, 2014)	100%
StealthCo, Inc. (“StealthCo”)	The State of Illinois	March 18, 2014	100%
Psoria Development Company LLC. (“PDC”)	The State of Illinois	January 15, 2015	50%

Intercompany balances and transactions have been eliminated in consolidation. The Company has determined that its existing management services agreement with National Pain Center, LLC (“NPC, LLC”) does not meet the requirements for consolidation under U.S. generally accepted accounting principles. Specifically, the Company does not have an equity ownership interest in NPC, LLC. Furthermore, the Company's service agreement specifically does not give the Company "control" of NPC, LLC as the Company does not have exclusive authority over decision making and the Company does not have a financial interest in NPC, LLC (See Note 9).

F-8

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 valuing our intangible assets and goodwill for impairment, valuation of inventory and obsolescence, valuations of stock-based compensation calculations and derivative liabilities, 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 years ended September 30, 2016 and 2015, the basic and diluted shares outstanding were the same, as potentially dilutive shares were considered anti-dilutive. At September 30, 2016 and 2015, the dilutive impact of outstanding stock options for 5,227,500 and 5,172,500 shares, respectively, and outstanding warrants for 54,938,158 and 36,371,578 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)

Management fees of medical practice: The Company receives management fees from the management services it provides to a medical practice owned by a director and shareholder of the Company. The Company earns and records 50% of the fees the medical practice collects as management fees when collected per management service agreement. Revenue is recorded net of $200,000 and $150,000 of salary paid to the director for the years ended September 30, 2016 and 2015.

(iii)

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 September 30, 2016 and 2015 was $77,375 and $37,500, respectively.

Inventories

Inventories are stated at the lower of cost or market. Cost is computed on a first-in, first-out basis. The Company provides inventory reserves based on excess and obsolete inventories determined primarily by future demand forecasts. The write down amount is measured as the difference between the cost of the inventory and market based upon assumptions about future demand and charged to the provision for inventory, which is a component of cost of sales. At the point of the loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

F-9

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The Company has determined the estimated useful lives of its property and equipment, as follows:


Computer equipment	5 years
Medical equipment	5 years
Furniture and fixtures	7 years
Vehicles	3 years
Software	3 years

Maintenance and repairs are charged to expense as incurred. The cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the related accounts and the resulting gain or loss is reflected in the statements of operations.

Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value.

Income Taxes

Income tax expense is based on pretax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company recorded a valuation allowance against its deferred tax assets as of September 30, 2016 and 2015.

The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50 percent likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes.

Fair Value measurements

The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

During the year ended September 30, 2015, the Company’s operations included the fair value of derivative liabilities, which were based on Level 2 measurements.

The carrying amounts of financial instruments such as cash, inventories, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments.

F-10

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Certain of the convertible notes issued during the year ended September 30, 2015 gave rise to derivative liabilities. Such derivative liabilities were extinguished during the year ended September 30, 2015 upon conversion and extinguishment of the notes.

Goodwill

Goodwill represents the excess of the cost of an acquired entity over the fair value of the net assets at the date of acquisition. Goodwill recorded as part of a business combination is not amortized; rather, goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate the asset might be impaired. At September 30, 2016 and 2015, the Company recorded impairment charges of $55,316 and $2,861,287 on its recorded goodwill based on impairment tests performed on those dates and recorded such charges in the accompanying consolidated statements of operations for the years ended September 30, 2016 and 2015.

Intangible Assets Other Than Goodwill

The Company amortizes the acquisition costs of intangible assets other than goodwill on a straight-line basis over the estimated useful lives of the respective assets. Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts. The Company’s long-lived asset (asset group) is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The Company tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. At September 30, 2016 and 2015, the Company recorded impairment charges of $294,323 and $2,102,127 on its recorded intangible assets based on impairment tests performed on those dates, and recorded such charges in the accompanying consolidated statements of operations for the years ended September 30, 2016 and 2015.

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.

F-11

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

Recently Issued Accounting Pronouncements

In July 2015, the FASB issued Accounting Standards Update 2015-11, Simplifying the Measurement of Inventory, which requires that inventory within the scope of ASU 2015-11 be measured at the lower of cost and net realizable value. Inventory measured using last-in, first-out (LIFO) and the retail inventory method are not impacted by the new guidance. ASU 2015-11 applies to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure inventory within the scope of ASU 2015-11 at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU 2015-11 is effective for public business entities in fiscal years beginning after December 15, 2016, and interim periods within those years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2015-11 on the Company’s financial statements and disclosures.

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.

Reclassifications

Certain amounts reported in the September 30, 2015 financial statements have been reclassified to conform to the current period presentation.

F-12

NOTE 3 – INVENTORIES

Inventories consist of the following at September 30, 2016 and 2015:


	September 30, 2016		September 30, 2015

Raw materials	$	-	$	12,718
Purchased parts for assembly		-		134,385
Finished goods		79,169		66,398
Total inventories	$	79,169	$	213,501

During the year ended September 30, 2016, the Company provided a reserve of $80,770 that is included in cost of goods sold to account for its estimate of slow moving and obsolete inventory.

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at September 30, 2016 and 2015:


	September 30, 2016		September 30, 2015

Vehicles	$	15,000	$	15,000
Computer equipment		9,058		6,810
Furniture and fixtures		24,966		24,966
Medical equipment		18,889		18,889
Software		23,207		23,207
Leasehold improvements		15,170		15,170
		106,290		104,042
Less: accumulated depreciation and amortization		(90,469)		(74,418)
Property and equipment, net	$	15,821	$	29,624

Depreciation expense for the years ended September 30, 2016 and 2015 was $16,051 and $12,316, respectively.

NOTE 5 – INTANGIBLE ASSETS

Intangible assets consisted of the following at September 30, 2016 and 2015:


	September 30, 2016		September 30, 2015

Patents and exclusive licenses	$	366,537	$	361,291
Acquired technologies		2,095,000		2,095,000
Trademarks		630,000		630,000
		3,091,537		3,086,291
Less: accumulated amortization		(722,587)		(655,321)
Less: accumulated impairment		(2,368,950)		(2,074,627)
Intangible assets, net	$	-	$	356,343

Amortization expense for the years ended September 30, 2016 and 2015 was $67,266 and $272,987, respectively. During the years ended September 30, 2016 and 2015, the Company recorded an impairment of $294,323 and $2,102,127 relating to the intangible assets.

F-13

NOTE 6 – GOODWILL

Goodwill, stated at cost, less accumulated impairment, consists of the following at September 30, 2016 and 2015:


	September 30, 2016		September 30, 2015

Goodwill	$	2,916,603	$	2,916,603
Less: accumulated impairment		(2,916,603)		(2,861,287)
Goodwill, net	$	-	$	55,316

During the years ended September 30, 2016 and 2015, the Company recorded impairment charges of $55,316 and $2,861,287, respectively, relating to the recorded goodwill.

NOTE 7 – LOANS PAYABLE

Notes issued during the year ended September 30, 2015

As of September 30, 2014, the Company had outstanding notes payable of $24,000. During the year ended September 30, 2015, the Company issued $165,000 of notes payable for cash, and notes payable of $75,000 were converted in to 1,061,429 shares of common stock and warrants to acquire 2,142,858 shares of common stock valued in the aggregate at $218,300. The notes have various interest rates, varying between 3% and 10% per annum. Certain loans are due on demand and all loans are due by September 2016. At September 30, 2015, loans payable totaling to $114,000 was outstanding.

Upon conversion of the $75,000 notes payable during the year ended September 30, 2015, the Company issued 1,061,429 shares of common stock with a fair value of $74,300 as determined by the trading price on the date of conversion and warrants to acquire 2,142,858 shares of common stock with a fair value of $144,000 as determined by a Black-Scholes option pricing model with a stock price of $0.07, volatility of 148.04% and risk-free rate of 1.40%. The aggregate fair value of the common shares and warrants issued of $218,300 in excess of the $75,000 note converted was recorded as a loss on conversion of the note of $143,300.

Notes issued during the year ended September 30, 2016

During the year ended September 30, 2016, unsecured convertible loans of $82,300 with interest at a rate of 10% per annum were issued for cash. The notes also contained a conversion feature that allowed the note holder to convert the notes at a rate of $.09 per share, the trading value of the shares on the date of the issuance of the notes. As the conversion price embedded in the note agreements was equal to the trading price of the common stock on the date of issuance, no beneficial conversion feature was recognized at the date of issuance. In addition, upon issuance of certain of these notes, the Company granted 135,000 shares of common stock with a fair value of $18,900 to the holders, which has been recorded as an additional finance cost.

During the year ended September 30, 2016 notes with a face value of $187,500 were converted into 2,020,221 shares of common stock and 2,369,221 warrants with an aggregate fair value of $442,023 as follows:

Notes payable of $117,500 issued during the year ended September 30, 2016 were converted into 1,322,221 shares of common at $0.09 per share in accordance with their original conversion terms. In accordance with the note agreements, the company also issued to the holders of the notes warrants to acquire 1,322,221 shares of common stock valued at $108,422 upon their election to convert. The fair value of the warrants granted of $108,422 was recorded as a cost of conversion.

Notes payable of $69,800 issued during the year ended September 30, 2015 were converted into 698,000 shares of common stock with a fair value of $125,640 based on the trading price of the common shares on the date of conversion.. The Company also agreed to issue to the note holders warrants to acquire 1,047,000 shares of common stock with a fair value of $90,461.

F-14

NOTE 7 – LOANS PAYABLE (CONTINUED)

Notes issued during the year ended September 30, 2016 (Continued)

The aggregate fair value of the common shares and warrants to acquire commons shares issued of $442,023 in excess of the face amount of the notes of $187,500 was recognized as a cost of $256,223 upon conversion of the notes. The fair value of the warrants was determined with the use of a Black-Scholes option pricing model with stock prices ranging from $0.09 to $0.10, volatility of 140.9% - 151.3% and risk-free rate of 0.86% - 1.44%.

As of September 30, 2016, 1,322,221 of the common shares granted with a value of $117,500 have yet to be issued and are reflected as common stock issuable on the accompanying balance sheet.

As of September 30, 2016, loans payable of $9,000 were outstanding and are due on demand.

NOTE 8 – CONVERTIBLE NOTE AGREEMENT

On April 16, 2014, the Company (the “Borrower”) entered into a Promissory Note Agreement (the “Note”) with an investor (the “Lender”) for up to $350,000 principal that was to be transferred in tranches. Borrowings under this note were as follows:

On April 16, 2014 the Company issued a note in the principal amount of $166,667 with a 10% Original Issuance Discount ("OID") and 12% one-time interest if not being fully repaid on or before 90 days from the payment date. The note is due two year from the date of issuance, convertible after 180 days from the payment date as of October 16, 2014 at the lesser of $0.70 or 65% of the two lowest trade prices for the 25 trade day period before the conversion date. On July 15, 2014 the Company accrued the one-time interest charge of $20,000 on the note.

On June 23, 2014 the Company issued a note in the principal amount of $55,556 with a 10% Original Issuance Discount ("OID") and 12% one-time interest if not being fully repaid on or before 90 days from the payment date. The note is due two years from the date of issuance, convertible after 180 days from the payment date as January 22, 2015 at the lesser of $0.70 or 65% of the two lowest trade price for the 25 trade day period before the conversion date. On September 23, 2014 the Company accrued the one-time interest charge of $6,667 on the note.

As of September 30, 2014, $222,223 of principal and $26,667 of accrued interest was due under these note agreements.

During the period from October 16 to January 5, 2015, the note holder converted $90,572 of the principal to 1,550,000 shares of the Company's common stock ranging from $0.041 to $0.071 per share. On January 14, 2015, the note holder converted $4,250 of the principal and the accrued interest of $26,667 to 750,000 shares of the Company's common stock at $0.041 per share.

On March 19, 2015, the Company entered into a Note Termination Agreement terminating the Promissory Note with the remaining principal balance of $127,401 with the Lender. Pursuant to the Note Termination Agreement executed, the Lender agreed to permit full repayment of the Note in the sum of $200,000 payable in two installments of $100,000 each on March 20, 2015, and on April 24, 2015, respectively, resulting in an additional financing charge of $72,600. In exchange for the agreed upon premium to be paid by the Company, the Lender no longer has the right to convert any portion of the remaining loan balance into the Company's shares, unless the Company defaults on its repayment terms. On March 19, 2015 the Company completed the first payment to Lender in the amount of $100,000. On April 20, 2015, the Company completed all payments under the Note Termination Agreement and no further amounts were due as of September 30, 2015.

Upon issuance of the Convertible notes, the Company considered the current FASB guidance of "Contracts in Entity’s Own Stock" which indicates that any adjustment to the fixed amount (either conversion price or number of shares) of the instrument regardless of the probability of whether or not within the issuers’ control means the instrument is not indexed to the issuer’s own stock. Accordingly, the Company determined that the conversion prices of the Notes were not a fixed amount because they were subject to an adjustment based on the occurrence of future offerings or events.

F-15

NOTE 8 – CONVERTIBLE NOTE AGREEMENT (CONTINUED)

As a result, the Company determined that the conversion features of the Notes were not considered indexed to the Company’s own stock and characterized the fair value of the conversion features as derivative liabilities upon issuance. The Company determined that upon issuance of the Notes, the initial fair value of the embedded conversion feature was $171,124. As such, the Company recorded a $171,124 derivative liability was recorded as debt discount offsetting the fair value of the Notes. The discount was being amortized using the effective interest rate method over the life of the debt instruments. During the year ended September 30, 2015 the Company recorded a cost in the increase in the fair value of derivative of $47,404 during the time the derivative was outstanding. During the period notes with a corresponding derivative with a value of $92,398 were converted, and the remaining balance of $126,130 was extinguished upon termination of the note and the aggregate amount of $218,528 was recorded as a gain on extinguishment.

The Company utilized a third party valuation consultant to assist the Company to fair value the compound embedded derivatives using a multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. The derivative instruments were valued as of issuance; conversion; redemption and each quarterly reporting period. The following assumptions were used for the valuation of the derivative liability related to the notes:

The underlying stock price $0.1348 down to $0.1082 was used as the fair value of the common stock;

The note face amounts (principal, plus OID, plus accrued interest) as of as 10/16/14 totaled $186,666 and $62,222 (includes 1 time interest payment of 12% after 90 days from issuance) with $90,571 in conversions netting $158,318 as of 12/31/14 and $30,966.88 in conversions on 1/14/15 netting $127,400.76. The note effectively converts at a discount of 45.63% to 55.58% at the quarter’s end.

The Holder would redeem based on availability of alternative financing, 0% of the time increasing 1.0% monthly to a maximum of 10%;

The Holder would automatically convert (most notes included 180 day conversion delay at issuance) the note at the maximum of 2 times the conversion price if the company was not in default. With the target conversion price dropping as maturity approaches; and the Holder would automatically convert the note at maturity if the registration (after 120 days) was effective and the company was not in default;

The projected annual volatility for each valuation period was based on the Company historical volatility;


	1 year		1 year
12/31/14	119%	3/11/15	134%
1/26/15	124%	3/12/15	134%
1/29/15	125%	3/18/15	136%
2/9/15	127%	3/20/15	136%
2/26/15	131%	3/31/15	138%

NOTE 9 – SHAREHOLDERS’ EQUITY

Authorized shares

During the year ended September 30, 2016, we were authorized by our Articles of Incorporation to issue up to 75,000,000 shares of common stock, par value $0.001 per share. As of September 30, 2016 there were 74,968,352 shares of common stock issued and outstanding. Holders of shares of common stock have full voting rights, one vote for each share held of record. Stockholders are entitled to receive dividends as may be declared by the Board out of funds legally available therefore and share pro rata in any distributions to stockholders upon liquidation. Stockholders have no conversion, pre-emptive or subscription rights. All outstanding shares of common stock are fully paid and non-assessable. Subsequent to September 30, 2016, the Company amended its Articles of Incorporation to authorize it to issue up to 185,000,000 shares of common stock, par value $0.001 per share, through filing of a Certificate of Amendment on January 12, 2017.

F-16

NOTE 9 – SHAREHOLDERS’ EQUITY (CONTINUED)

Common shares issued for services

During the year ended September 30, 2015, the Company issued 1,978,333 shares of its common stock for services valued at $239,633. The shares were valued at the trading price of the common stock at the date of issuance.

During the year ended September 30, 2016, the Company issued 1,312,000 shares of its common stock for services valued at $119,800. The shares were valued at the trading price of the common stock at the date of issuance.

Common shares issued for repayment of accounts payable

During the year ended September 30, 2016, the Company issued 1,000,000 shares of its common stock valued at $100,000 for repayment of consulting fees due of $60,000. The shares were valued at the trading price of the common stock at the date of issuance. The Company recorded a $40,000 loss from extinguishment of debt relating to the repayment.

Common shares issued for cash

During the year ended September 30, 2015, the Company raised $950,425 from the sale of 11,563,127 shares of its common stock. In connection with the sale, the Company issued warrants to the shareholders to purchase 18,814,176 shares of the Company’s common stock. The warrants expire five years from the date of grant and have exercise prices ranging from $0.15 per share to $0.25 per share.

During the year ended September 30, 2016, the Company raised $714,200 from the sale of 6,918,668 shares of its common stock. In connection with the sale, the Company issued warrants to the shareholders to purchase 9,687,168 shares of the Company’s common stock. The warrants expire five years from the date of grant and have exercise prices ranging from $0.15 per share to $0.18 per share.

During the year ended September 30, 2016, the Company received $306,000 from several investors to purchase 3,591,429 shares of the Company’s common stock. In connection with the sale, the Company issued warrants to the shareholders to purchase 7,982,857 shares of the Company’s common stock. The warrants expire five years from the date of grant and have an exercise prices ranging from $0.12 to $0.15 per share. As of September 30, 2016, the shares had not been issued to the investors.

Stock Options

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. The Company applied fair value accounting for all share based payments awards. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model.

During the year ended September 30, 2015, the Company issued options to purchase 1,200,000 shares of its common stock to an officer and a Director of the Company with exercise prices ranging from $0.11 to $0.25 per share. The options vested immediately and expire five years from the date of grant. During the year ended September 30, 2015, the Company valued the options using a Black-Scholes option pricing model and recorded $111,490 of stock compensation for the value of the options.

F-17

NOTE 9 – SHAREHOLDERS’ EQUITY (CONTINUED)

Stock Options (Continued)

The assumptions used for options granted during the year ended September 30, 2015 are as follows:


Exercise price	$	0.11 - 0.19
Expected dividends		-
Expected volatility		126.1% - 148.3%
Risk free interest rate		0.73% - 0.89%
Expected life of options		5

During the year ended September 30, 2015, stock options were exercised to purchase 1,600,000 shares of the Company’s common stock for $16,000.

During the year ended September 30, 2016, the Company issued options to purchase 250,000 shares of its common stock to an officer of the Company with exercise prices ranging from $0.10 to $0.15 per share. The options vested immediately and expire five years from the date of grant. During the year ended September 30, 2016, the Company valued the options using a Black-Scholes option pricing model and recorded $22,631 of stock compensation for the value of the options.

During the year ended September 30, 2016, the Company issued options to purchase 5,000 shares of its common stock to a consultant with an exercise price of $0.09 per share. The options vested on August 31, 2016 and expire five years from the date of grant. During the year ended September 30, 2016, the Company valued the options using a Black-Scholes option pricing model and recorded $550 of stock compensation for the value of the options.

The assumptions used for options granted during the year ended September 30, 2016 are as follows:


Exercise price	$	0.10
Expected dividends		-
Expected volatility		139.0% - 152.2%
Risk free interest rate		0.65% - 1.19%
Expected life of options		5

During the year ended September 30, 2016, stock options were exercised to purchase 200,000 shares of the Company’s common stock for $2,000.

The table below summarizes the Company’s stock option activities for the year ended September 30, 2016:


	Number of Option Shares		Exercise Price Range Per Share		Weighted Average Exercise Price		Fair Value at Date of Grant

Balance, September 30, 2014		5,572,500	$	0.01 – 2.00	$	0.54	$	1,404,598
Granted		1,200,000		0.11 – 0.25		0.15		111,490
Cancelled		-		-		-		-
Exercised		(1,600,000)		0.01		0.01		-
Expired		-		-		-		-
Balance, September 30, 2015		5,172,500	$	0.01 - 2.00	$	0.6	$	1,516,088
Granted		255,000		0.10 - 0.15		0.12		23,181
Cancelled		-		-		-		-
Exercised		(200,000)		0.01		0.01		-
Expired		-		-		-		-
Balance, September 30, 2016		5,227,500	$	0.01 – 2.00	$	0.6	$	1,539,269
Vested and exercisable, September 30, 2016		5,227,500	$	0.01 - 2.00	$	0.6	$	1,539,269

Unvested, September 30, 2016		-	$	-	$	-	$	-

The aggregate intrinsic value for option shares outstanding at September 30, 2016 was $4,550.

F-18

NOTE 9 – SHAREHOLDERS’ EQUITY (CONTINUED)

Stock Options (Continued)

The following table summarizes information concerning outstanding and exercisable options as of September 30, 2016:


	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- 0.39	1,767,500	3.59	$	0.14	1,767,000	3.59	$	0.14
0.40 - 0.99	2,060,000	2.47		0.40	2,060,000	2.47		0.40
1.00 - 1.99	750,000	4.25		1.00	750,000	4.25		1.00
2.00	650,000	4.25		2.00	650,000	4.25		2.00
$0.01 - 2.00	5,227,500	3.32	$	0.60	5,227,500	3.32	$	0.60

As of September 30, 2016, there were 2,272,500 shares of stock options remaining available for issuance under the 2010 Plan.

Stock Warrants

During the year ended September 30, 2015, the Company issued warrants to purchase 19,974,034 shares with exercise prices of $0.15 and $0.25 per share as part of the sale of equity units. The warrants expire five years from the date of grant.

During the year ended September 30, 2015, the Company issued warrants to purchase 500,000 shares with an exercise price of $0.25 per share expiring five years from the date of grant for consultant services. The value of the warrants using a Black-Scholes option pricing model, were valued at $23,600.

During the year ended September 30, 2015, the Company issued warrants to purchase 2,142,858 shares with an exercise price of $0.15 per share as part of the conversion of loans payable to equity. The warrants expire five years from the date of grant.

During the year ended September 30, 2015, warrants were exercised to purchase 800,000 shares of the Company’s common stock for $8,000.

During the year ended September 30, 2016, the Company issued warrants to purchase 17,670,025 shares with exercise prices of $0.12 and $0.18 per share as part of the sale of equity units. The warrants expire five years from the date of grant.

Also during the year ended September 30, 2016, the Company issued warrants to purchase 2,369,221 shares with an exercise price of $0.15 per share as part of the conversion of loans payable to equity (see Note 7). The warrants expire five years from the date of grant.

During the year ended September 30, 2016, warrants were exercised to purchase 300,000 shares of the Company’s common stock for $3,000.

F-19

NOTE 9 – SHAREHOLDERS’ EQUITY (CONTINUED)

Stock Warrants (Continued)

The table below summarizes the Company’s warrants activities for the years ended September 30, 2016 and 2015:


	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, 2014	14,554,686	$	0.01 - 2.31	$		0.46	$		1,469,871	$		-
Granted	22,616,892		0.15 - 0.25			0.18			427,183			-
Canceled	-		-			-			-			-
Exercised	(800,000)		0.01			0.01			-			-
Expired	-		-			-			-			-
Balance, September 30, 2015	36,371,578	$	0.01 - 2.31	$		0.32	$		1,840,934	$		-
Granted	20,039,246		0.12 - 0.18			0.14			222,703			-
Cancelled	-		-			-			-			-
Exercised	(300,000)		0.01			0.01			-			-
Expired	(1384,334)		-			-			-			-
Balance, September 30, 2016	54,938,158	$	0.01 – 2.31	$		0.25	$		-	$		-
Earned and exercisable, September 30, 2016	54,938,158	$	0.01 - 2.31	$		0.28	$		2,119,957	$		-

Unvested, September 30, 2016	-	$	-	$		-	$		-	$		-

The following table summarizes information concerning outstanding and exercisable warrants as of September 30, 2016:


	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 – 0.20		36,234,807		3.51	$	0.15		36,234,807		3.51	$	0.15
0.21 – 0.49		13,783,840		2.58		0.34		13,783,840		2.58		0.34
0.50 – 1.00		4,764,738		1.80		0.74		4,764,738		1.80		0.74
1.01 – 2.31		154,773		0.64		2.23		154,773		0.64		2.23

$0.01 – 2.31		54,938,158		3.12	$	0.28		54,938,158		3.12	$	0.28

NOTE 10 – RELATED PARTY TRANSACTIONS

Advances from Shareholders

Management service agreement between NPC and National Pain Centers, LLC

F-20

NOTE 10 – RELATED PARTY TRANSACTIONS (CONTINUED)

Management service agreement between NPC and National Pain Centers, LLC (Continued)

NPC manages non-medical services in three clinics and two surgical centers in the Chicago-land area that provide diagnostic, surgical, treatment, research, advocacy, education, and setting standards and protocols within the interventional and multi-modal pain management, pursuant to a management service agreement dated as of February 28, 2014, by and between NPC and National Pain Centers, LLC ("NPC LLC"), which is owned by Dr. Jay Joshi, the president and CEO of NPC. Under the management agreement, NPC LLC engages NPC to provide management services for a term period of five years commencing on the effective date. During the term of this agreement, NPC LLC shall pay NPC the equivalent of 50% of all monies collected and as billed monthly to NPC LLC on net-30 term.

NPC is managed by its founder and CEO Dr. Jay Joshi, MD, DABA, DABAPM, FABAPM. Dr. Joshi also serves as the Company’s Chief Medical Officer (“CMO”) and as a member of its Board of Directors.

Note Receivable – Chairman, President and CEO

NOTE 11 – SEGMENT REPORTING

Reportable segments are components of an enterprise about which separate financial information is available and that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company's reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

The Company operates in following business segments:

(i)

Medical Devices: 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)

Management of Client Services: which it stems from NPC, its wholly-owned subsidiary it acquired on February 28, 2014. NPC engages in management of top-tier medical practices in the interventional and multi-modal pain management sector.

(iii)

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.

F-21

NOTE 11 – SEGMENT REPORTING (CONTINUED)

The detailed segment information of the Company is as follows:


Wellness Center USA, Inc.
Assets By Segments

			September 30, 2016
			Corporate		Medical Devices		Mgmt of Medical Practice		Authentication and Encryption		Total
ASSETS
Current Assets
	Cash	$	16,241	$	13,463	$	7,771	$	51,774	$	89,249
	Inventories		-		66,722		-		12,447		79,169
	Prepaid expenses and other current assets		26,571		63		2,700		-		29,334

Total current assets			42,812		80,248		10,471		64,221		197,752

Property and equipment, net			4,927		6,592		1,514		2,788		15,821
Intangible assets, net			-		-		-		-		-
Goodwill, net			-		-		-		-		-
Security deposits			15,000		1,760		-		-		16,760

Total other assets			19,927		8,352		1,514		2,788		32,581

TOTAL ASSETS		$	62,739	$	88,600	$	11,985	$	67,009	$	230,333


Wellness Center USA, Inc.
Operations by Segments

			For the Year Ended
			September 30, 2016
			Corporate		Medical Devices		Mgmt of Medical Practice		Authentication and Encryption		Total
Sales:
	Trade	$	6,402	$	94,117	$	-	$	108,343	$	208,862
	Related party		-		54,117		-		-		54,117
	Consulting services		-		-		-		36,625		36,625
	Management services to related party		-		-		181,680		-		181,680
Total Sales			6,402		148,234		181,680		144,968		481,284

Cost of goods sold			7,299		169,082		-		13,210		189,591

Gross profit (loss)			(897)		(20,848)		181,680		131,758		291,693

Operating expenses
	Selling, general and administrative expenses		1,164,377		403,768		220,610		348,901		2,137,656
	Impairment of goodwill and intangible assets		-		94,214		-		255,425		349,639
Total operating expenses			1,164,377		497,982		220,610		604,326		2,487,295

Loss from operations		$	(1,165,274)	$	(518,830)	$	(38,930)	$	(472,568)	$	(2,195,602)

F-22


Wellness Center USA, Inc.
Assets By Segments

			September 30, 2015
			Corporate		Medical Devices		Mgmt of Medical Practice		Authentication and Encryption		Total
ASSETS
Current Assets
	Cash	$	20,218	$	4,597	$	5,951	$	3,461	$	34,227
	Inventories		-		200,783		-		12,718		213,501
	Current maturity of note receivable - Chairman and CEO		36,299		-		-		-		36,299
	Prepaid expenses and other current assets		26,563		-		-		8		26,571

Total current assets			83,080		205,380		5,951		16,187		310,598

Property and equipment, net			8,551		17,962		-		3,111		29,624
Intangible assets, net			-		53,709		-		302,634		356,343
Goodwill, net			-		55,316		-		-		55,316
Note receivable - Chairman and CEO, net of current maturity			160,729		-		-		-		160,729
Security deposits			-		1,760		-		-		1,760

Total other assets			169,280		128,747		-		305,745		603,772

TOTAL ASSETS		$	252,360	$	334,127	$	5,951	$	321,932	$	914,370


Wellness Center USA, Inc.
Operations by Segments

			For the Year Ended
			September 30, 2015
			Corporate		Medical Devices		Mgmt of Medical Practice		Authentication and Encryption		Total
Sales:
	Trade	$	1,358	$	-	$	-	$	59,385	$	60,743
	Consulting services		-		-		-		35,000		35,000
	Management services to related party		-		-		187,368		-		187,368

Total Sales			1,358		-		187,368		94,385		283,111

Cost of goods sold			1,644		-		-		120,155		121,799

Gross profit (loss)			(286)		-		187,368		(25,770)		161,312

Operating expenses
Selling, general and administrative expenses			1,206,580		495,927		265,016		301,388		2,268,911
Impairment of goodwill and intangible assets			-		3,763,414		1,200,000		-		4,963,414
Total operating expenses			1,206,580		4,259,341		1,465,016		301,388		7,232,325

Loss from operations		$	(1,206,866)	$	(4,259,341)	$	(1,277,648)	$	(327,158)	$	(7,071,013)

F-23

NOTE 12 – COMMITMENTS

Operating Leases

The Company leases its office facilities under a non-cancellable lease agreement. The lease was initiated in July 2016 and expires February 28, 2024.

Minimum annual rental commitments under non-cancelable leases at September 30, 2016 are as follows:



Years ending September 30,	Amount
2017	$	65,011
2018		81,009
2019		98,170
2020		116,495
2021		135,984
Thereafter		379,107
TOTAL	$	875,776

The lease contains escalating rent payments and free rent periods. The Company accounts for the rent expense on a straight-line basis. At September 30, 2016, the Company recorded a deferred rent obligation of $22,149 relating to the lease. Rent expense was $120,036 and $94,608 for the years ended September 30, 2016 and 2015, respectively.

Legal Matters

Employment Contracts

Synopsis of Employment Agreement – Jay Joshi, MD

On February 28, 2014, the Company entered into an employment agreement (the “Employment Agreement”) with Jay Joshi, MD, a physician (the “Executive”). The Executive’s employment under this Agreement shall commence on the date hereof, and this Agreement shall commence as of that date and shall continue in effect until February 27, 2019. The parties expressly understand that nothing in this Agreement is a guarantee or assurance of employment for any specific period of time. Rather, subject to the notice provisions set forth in Section 6(c), the Executive understands that he is an at-will Executive, and that the Company may terminate his employment at any time, and the Executive is similarly free to resign at any time. The Company shall pay to the Executive as compensation for services rendered by the Executive hereunder a base annual salary of $200,000, subject to increase, but not decrease, from time to time by the CEO and/or the Board of Directors of the Company.

Synopsis of Employment Agreement – Rick Howard

On July 1, 2014, the Company entered into an employment agreement (the “Employment Agreement”) with Ricky Howard, (the “Executive”). The Executive’s employment under this Agreement shall commence on the date hereof, and this Agreement shall commence as of that date and shall continue in effect until June 30, 2017. The Executive is engaged to serve as the Chief Executive Officer of the Company’s wholly-owned Subsidiary “StealthCo. The Company shall pay to the Executive as compensation for services rendered by the Executive hereunder a base annual salary of $100,000, subject to increase, but not decrease, from time to time by the CEO and/or the Board of Directors of the Company.

F-24

NOTE 13 – INCOME TAXES

At September 30, 2016, the Company had net operating loss (“NOL”) carryforwards for federal income tax purposes of approximately $12 million that may be offset against future taxable income through 2036. No tax benefit has been reported with respect to these net operating loss carryforwards because the Company believes that the realization of the Company’s net deferred tax assets of approximately $4,000,000 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carryforwards are offset by a full valuation allowance.

Deferred tax assets consist primarily of the tax effect of NOL carryforwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding the probability of its realization.

The Company’s effective income tax rate differs from the amount computed by applying the federal statutory income tax rate to loss before income taxes as follows:


	September 30, 2016		September 30, 2015

Income tax benefit at federal statutory rate		(34.0)%		(34.0)%
State income tax benefit, net of federal benefit		(6.0)%		(6.0)%
Change in valuation allowance		40.0%		40.0%
Income taxes at effective income tax rate		-%		-%

The components of deferred taxes consist of the following at September 30, 2016 and 2015:


	September 30, 2016		September 30, 2015

Net operating loss carryforwards	$	4,919,273	$	3,341,136
Impairment of goodwill and intangible assets		139,856		1,985,366
Less: Valuation allowance		(5,059,129)		(5,326,502)

Net deferred tax assets	$	-	$	-

F-25

NOTE 14 – RESTATEMENT OF PRIOR PERIODS

For the year ended September 30, 2015, it was determined that the Company had incorrectly recorded a reduction to additional paid in capital of $561,743 related to creation of a derivative liability, instead of as an expense for the period then ended. Such derivative liability was subsequently extinguished during the year ended September 30, 2015 and recorded as a gain. In addition, costs of $62,500 related to a loan conversion and $37,500 related to the fair value of shares issued for services were previously unrecorded.

The following sets forth the significant effects of the aforementioned restatement to the Company’s consolidated financial statements as of September 30, 2015:


		September 30,
		2015				September 30,
		As previously		2015		2015
		reported		Adjustments		As restated	Reference

TOTAL ASSETS	$	914,370			$	914,370

Total Liabilities		926,862				926,862

Shareholders' Deficit
Common stock, par value $0.001, 75,000,000 shares authorized; 64,539,684 shares issued and outstanding		64,540				64,540
Additional paid-in capital		14,534,003		561,743		15,188,621	(1)
				62,500			(2)
				30,375			(3)
Accumulated deficit		(14,535,935)		(654,618)		(15,190,552)
Total Wellness Center USA shareholders' equity (deficit)		62,608		-		62,609

Non-controlling interest		(75,101)		-		(75,101)
Total Shareholder's deficit		(12,493)		-		(12,492)

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$	914,369			$	914,370

Loss from continuing operations	$	7,132,793		30,375	$	7,010,983	(3)
				(152,185)			(4)
Other income (expenses)
Change in fair value of derivatives		569,740		(617,144)		(47,404)	(1)
Gain on extinguishment of derivatives		-		218,528		218,528	(1)
Gain on debt redemption		53,531		(53,531)		-	(1)
Loss on conversion of loans payable to equity		(80,800)		(62,500)		(143,300)	(2)
Other income (loss) from write-off (recovery) of liabilities		213,496		-		213,496
Financing costs		-		(72,600)		(72,600)	(1)
Interest expense		(160)		(152,185)		(189,341)	(4)
				(36,996)			(1)
Interest income - related party		2,284		-		2,284
		758,091		(776,428)		(18,337)

NET LOSS		(6,374,702)		(654,618)		(7,029,320)

Net loss attributable to non-controlling interest		75,101		-		75,101

NET LOSS ATTRIBUTABLE TO WELLNESS CENTER USA, INC.	$	(6,299,601)	$	(654,618)	$	(6,954,219)

BASIC AND DILUTED LOSS PER SHARE	$	(0.12)		-	$	(0.13)

F-26

NOTE 14 – RESTATEMENT OF PRIOR PERIODS (CONTINUED)

The restatements to the financial statements for the year ended September 30, 2015 are as follows:

(1) Correct the accounting for the recording and extinguishment of derivative liabilities originally accounted for as a deduction from additional paid in capital

(2) To correct understatement in amount recorded as loss on the conversion of loans to equity

(3) To correct understatement in amount recorded as fair value of shares issued for services

(4) To reclassify debt discount amortization previously recorded as operating expenses

NOTE 15 – SUBSEQUENT EVENTS

Subsequent to September 30, 2016, the Company raised $486,600 from the sale of 4,725,000 shares of its common stock. In connection with the sale, the Company issued warrants to the shareholders to purchase 14,065,000 shares of the Company’s common stock. The warrants expire five years from the date of grant and have exercise prices of $0.10 per share and $0.16 per share.

Subsequent to September 30, 2016, the Company amended its Articles of Incorporation to authorize it to issue up to 185,000,000 shares of common stock, par value $0.001 per share, through filing of a Certificate of Amendment on January 12, 2017.

Commencing on October 1, 2016, the Company’s wholly-owned subsidiary, StealthCo, entered into a non-cancellable lease agreement to lease its office facilities in Oak Ridge, Tennessee. The term of the lease is five years with an initial monthly base rent of $3,930.83. The lease contains escalating rent payments after month twenty-four (24), resulting in an ultimate monthly base rent of $4,049.94 during months forty-nine (49) through sixty (60).

In November 2016, the Company entered into a consulting agreement with a company (“SMS”) to assist the Company in marketing and selling its products and services. Under the agreement, the Company will pay a consulting fee of $10,000 per month to SMS and will pay commissions of 10% on any sales revenue generated by SMS. In connection with the agreement, the Company issued stock options to SMS to purchase 500,000 shares of the Company’s common stock. The options expire five years from the date of grant and have an exercise price of $0.12 per share. All of the options vest on January 30, 2017, provided the agreement has not been terminated prior to that date.

F-27