UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~December~~March 31, ~~2021~~2022

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

For the transition period from ___________ to ___________

WELLNESS CENTER USA, INC.

(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.)

145 E. University Boulevard, Tucson, AZ 85705

(Address of Principal Executive Offices)

(847) 925-1885

(Issuer Telephone number)

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

~~Securities~~2500 ~~registered~~West ~~under~~Higgins ~~Section~~Road, ~~12(b)~~Ste. of780, ~~the~~Hoffman ~~Exchange~~Estates, ~~Act:~~IL, 60169

Title of each class registered: Name of each exchange on which registered: None None

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)

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.001

(Title of class)

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

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

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

Large Accelerated Filer ☐ ~~Non-~~Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller Reporting Company ☒ Emerging growth Company ☐

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

Yes ☐ No ☒

The number of shares issued and outstanding of each of the issuer’s classes of common equity as of ~~December~~March 31, ~~2021~~2022 was ~~125~~126,~~177~~377,077.

FORM 10-Q

WELLNESS CENTER USA, INC.

~~DECEMBER~~MARCH 31, ~~2021~~2022

TABLE OF CONTENTS

PART I— FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1617
Item 3	Quantitative and Qualitative Disclosures About Market Risk	2225
Item 4.	Control and Procedures	2225
PART II— OTHER INFORMATION
Item 1	Legal Proceedings	2326
Item 1A	Risk Factors	2426
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2427
Item 3.	Defaults Upon Senior Securities	2427
Item 4.	Mine Safety Disclosures.	2427
Item 5.	Other Information	2427
Item 6.	Exhibits	2427
SIGNATURE		2528

Wellness Center USA, Inc.

Condensed Consolidated Balance Sheets

	December 31,			September 30,
	March 31,			September 30,
	2021			2021
	2022			2021
	(Unaudited)
ASSETS
Current Assets
Cash	$	1564,~~960~~478		$	32,079
Accounts receivable		956			-
Inventories, net		2427,~~000~~157			50,000
Total Current Assets		4092,~~916~~591			82,079
TOTAL ASSETS	$	4092,~~916~~591		$	82,079
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	~~682~~662,~~708~~395		$	624,337
Payroll taxes payable, past due		7166,~~334~~834			75,834
Lease abandonment liability		~~672~~547,878			672,878
Loans payable from officers and shareholders, including $1,451,250 past due at December 31, 2021 - net of debt discount of $11,447 and $15,822, respectively		2,111,753			2,055,378
Loans payable from officers and shareholders, including $1,816,250 past due at March 31, 2022 - net of debt discount of $7,072 and $15,822, respectively		2,230,128			2,055,378
Total Current Liabilities		3,~~538~~507,~~673~~235			3,428,427
U.S. SBA loan payable		304,600			-
Total Liabilities		3,811,835			3,428,427
Shareholders’ Deficit
Common stock, par value $0.001, 200,000,000 shares authorized; 125,127,077 and 123,877,077 shares issued and outstanding, respectively		125,127			123,877
Common stock, par value $0.001, 200,000,000 shares authorized; 126,377,077 and 123,877,077 shares issued and outstanding, respectively		126,377			123,877
Additional paid-in capital		25,~~300~~343,~~505~~005			25,258,005
Accumulated deficit		(28,~~521~~699,~~841~~761	)		(28,389,628	)
Total Wellness Center USA shareholders’ deficit		(3,~~096~~230,~~209~~379	)		(3,007,746	)
Non-controlling interest		(~~401~~488,~~548~~865	)		(338,602	)
Total Shareholder’s deficit		(3,~~497~~719,~~757~~244	)		(3,346,348	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	4092,~~916~~591		$	82,079

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

Wellness Center USA, Inc.

Condensed Consolidated Statements of Operations

	Three Months Ended
	2022			2021			2022			2021
	December 31,
	Three Months Ended						Six Months Ended
	2021			2020
	March 31,						March 31,
	(Unaudited)
	2022			2021			2022			2021
Trade sales	$	164,552		$	90,499
	(Unaudited)						(Unaudited)
Cost of goods sold		26,000			80,100
Trade sales	$	99,990		$	51,650		$	264,542		$	142,149
Gross profit		138,552			10,399
Cost of goods sold		10,400			58,950			36,400			139,050
Operating expenses		287,749			308,541
Gross profit (loss)		89,590			(7,300	)		228,142			3,099
Loss from operations		(149,197	)		(298,142	)
Operating expenses		310,702			362,218			598,451			670,759
Other expenses:
Loss from operations		(221,112	)		(369,518	)		(370,309	)		(667,660	)
Interest expense		(41,587	)		(26,158	)
Other income (expenses):
Amortization of debt discount		(4,375	)		-
Interest expense		(44,664	)		(31,993	)		(86,251	)		(58,151	)
Total other expenses		(45,962	)		(26,158	)
Amortization of debt discount		(4,375	)		-			(8,750	)		-
NET LOSS		(195,159	)		(324,300	)
Gain on settlement of debt		4,914			-			4,914			-
Net loss attributable to non-controlling interest		62,946			143,602
Total other expenses, net		(44,125	)		(31,993	)		(90,087	)		(58,151	)
NET LOSS ATTRIBUTABLE TO WELLNESS CENTER USA, INC.	$	(132,213	)	$	(180,698	)
NET LOSS		(265,237	)		(401,511	)		(460,396	)		(725,811	)
BASIC AND DILUTED LOSS PER SHARE	$	(0.00	)	$	(0.00	)
Net loss attributable to non-controlling interest		87,317			188,334			150,263			331,936
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED		124,502,077			118,960,909
NET LOSS ATTRIBUTABLE TO WELLNESS CENTER USA, INC.		(177,920	)		(213,177	)		(310,133	)		(393,875	)
BASIC AND DILUTED LOSS PER SHARE	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC AND DILUTED		125,752,077			120,333,327			125,127,077			119,639,577

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

Wellness Center USA, Inc.

Condensed Consolidated Statements of Shareholders’ Deficit (Unaudited)

	Common Stock				Additional Paid-in		Accumulated			Total WCUI			Non-controlling
	Shares		Amount		Capital		Deficit			Deficit			Interest			Total
Balance, September 30, 2021		123,877,077	$	123,877	$	25,258,005	$	(28,389,628	)	$	(3,007,746	)	$	(338,602	)	$	(3,346,348	)
	Common Stock				Additional Paid-in		Accumulated			Total WCUI			Non- controlling
Fair value of vested stock options
	Shares		Amount		Capital		Deficit			Deficit			Interest			Total
Fair value of common stock issued for services to officers and directors		1,250,000		1,250		42,500		-			43,750			-			43,750
Net loss for the three months ended December 31, 2021		-		-		-		(132,213	)		(132,213	)		(62,946	)		(195,159	)
Balance, December 31, 2021 (unaudited)		125,127,077	$	125,127	$	25,300,505	$	(28,521,841	)	$	(3,096,209	)	$	(401,548	)	$	(3,497,757	)
Balance, September 30, 2020		118,252,077	$	118,252	$	25,053,616	$	(27,583,363	)	$	(2,411,495	)	$	181,950		$	(2,229,545	)
Fair value of common stock issued for services to officers and directors		1,250,000		1,250		42,500		-			43,750			-			43,750
Fair value of vested stock options		-		-		10,882		-			10,882			-			10,882
Net loss for the three months ended March 31, 2022		-		-		-		(177,920	)		(177,920	)		(87,317	)		(265,237	)
Fair value of common stock issued for services to officers and directors		1,387,500		1,387		40,238		-			41,625			-			41,625
Balance, March 31, 2022 (unaudited)		126,377,077	$	126,377	$	25,343,005	$	(28,699,761	)	$	(3,230,379	)	$	(488,865	)	$	(3,719,244	)
Net loss for the three months ended December 31, 2020		-		-		-		(180,698	)		(180,698	)		(143,602	)		(324,300	)
Balance, September 30, 2021		123,877,077	$	123,877	$	25,258,005	$	(28,389,628	)	$	(3,007,746	)	$	(338,602	)	$	(3,346,348	)
Fair value of common stock issued for services to officers and directors		2,500,000		2,500		85,000		-			87,500			-			87,500
Net loss for the six months ended March 31, 2022		-		-		-		(310,133	)		(310,133	)		(150,263	)		(460,396	)
Balance, March 31, 2022 (unaudited)		126,377,077	$	126,377	$	25,343,005	$	(28,699,761	)	$	(3,230,379	)	$	(488,865	)	$	(3,719,244	)
Balance, December 31, 2020 (unaudited)		119,639,577	$	119,639	$	25,104,736	$	(27,764,061	)	$	(2,539,686	)	$	38,348		$	(2,501,338	)
Fair value of vested stock options		-		-		10,882		-			10,882			-			10,882
Fair value of common stock issued for services to officers and directors		1,387,500		1,388		40,237		-			41,625			-			41,625
Net loss for the three months ended March 31, 2021		-		-		-		(213,177	)		(213,177	)		(188,334	)		(401,511	)
Balance, March 31, 2021 (unaudited)		121,027,077	$	121,027	$	25,155,855	$	(27,977,238	)	$	(2,700,356	)	$	(149,986	)	$	(2,850,342	)
Balance, September 30, 2020		118,252,077	$	118,252	$	25,053,616	$	(27,583,363	)	$	(2,411,495	)	$	181,950		$	(2,229,545	)
Fair value of vested stock options		-		-		21,764		-			21,764			-			21,764
Fair value of common stock issued for services to officers and directors		2,775,000		2,775		80,475		-			83,250			-			83,250
Net loss for the six months ended March 31, 2021		-		-		-		(393,875	)		(393,875	)		(331,936	)		(725,811	)
Balance, March 31, 2021 (unaudited)		121,027,077	$	121,027	$	25,155,855	$	(27,977,238	)	$	(2,700,356	)	$	(149,986	)	$	(2,850,342	)

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

Wellness Center USA, Inc.

Condensed Consolidated Statements of Cash Flows

	2021			2020
	2022			2021
	Three Months Ended
	Six Months Ended
	December 31,
	March 31,
	2021			2020
	2022			2021
	(Unaudited)
Cash Flows from Operating Activities
Net loss	$	(~~195~~460,~~159~~396	)	$	(~~324~~725,~~300~~811	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of right-of-use asset		-			56,~~348~~961
Amortization of debt discount		48,~~375~~750			-
Provision for excess and slow moving inventories		-			50100,000
Fair value of common shares issued for services		4387,~~750~~500			4183,~~625~~250
Fair value of stock options issued for services		-			1021,~~882~~764
Gain on settlement of debt		(4,914	)		-
Changes in Assets and Liabilities
(Increase) Decrease in:
Accounts receivable		(956	)		(239,~~989~~018	)
Inventories		2622,~~000~~843			(89137,~~962~~933	)
Prepaid expenses and other assets		-			500
(Decrease) Increase in:
Accounts payable and accrued expenses		5842,~~371~~972			72109,~~447~~567
Payroll taxes payable		(49,~~500~~000	)		(47,500	)
Lease liability		-			(5,348	)
Lease abandonment liability		(125,000	)		-
Net cash used in operating activities		(68,119	)		(267,797	)
Lease liability		-			(6,961	)
Net cash used in operating activities		(438,201	)		(565,181	)
Cash Flows from Financing Activities
Proceeds from loans payable from officers and shareholders		52326,000			~~295~~660,000
Net cash provided by financing activities		52,000			295,000
Repayments of loans payable from officers and shareholders		(160,000	)		-
Net increase (decrease) in cash		(16,119	)		27,203
Proceeds from SBA loan payable		304,600			-
Net cash provided by financing activities		470,600			660,000
Net increase in cash		32,399			94,819
Cash beginning of period		32,079			51,320
Cash end of period	$	1564,~~960~~478		$	78146,~~523~~139
Supplemental cash flows disclosures:
Interest paid	$	-		$	-
Taxes paid	$	-		$	-
Supplemental non-cash disclosures:
Initial recognition of right-of-use assets and operating lease
Initial recognition of right-of-use assets and operating lease liabilities upon adoption of ASC Topic 842	$	-		$	27,841

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

WELLNESS CENTER USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE ~~THREE~~SIX MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2021~~2022 ~~AND~~and ~~2020~~2021

NOTE 1 – BASIS OF PRESENTATION

Organization and Operations

Wellness Center USA, Inc. (“WCUI” or the “Company”) was incorporated in June 2010 under the laws of the State of Nevada. The Company initially engaged in online sports and nutrition supplements marketing and distribution. The Company subsequently expanded into additional businesses within the healthcare and medical sectors through acquisitions, including Psoria-Shield Inc. (“PSI”) and StealthCo Inc. (“SCI”), d/b/a Stealth Mark, Inc.

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

Basis of Presentation of Unaudited Financial Information

The accompanying unaudited condensed consolidated financial statements of Wellness Center USA, Inc. and Subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the ~~three~~six months ended March ~~December~~ 31, ~~2021~~2022 are not necessarily indicative of the results that may be expected for the year ending September 30, 2022.

COVID-19 Considerations

During the ~~three~~six months ended ~~December~~March 31, ~~2021~~2022, the COVID-19 pandemic did not have a material net impact on our operating results. In the future, the pandemic may cause reduced demand for our products if, for example, the pandemic results in a recessionary economic environment which negatively effects the customers who purchase our products.

Our ability to operate without significant negative operational impact from the COVID-19 pandemic will in part depend on our ability to protect our employees and our supply chain. The Company has endeavored to follow the recommended actions of government and health authorities to protect our employees. Since the onset of the COVID-19 pandemic, we maintained the consistency of our operations. However, the uncertainty resulting from the pandemic could result in an unforeseen disruption to our workforce and supply chain (for example an inability of a key supplier or transportation supplier to source and transport materials) that could negatively impact our operations.

Through ~~December~~March 31, ~~2021~~2022, the COVID-19 pandemic has not negatively impacted the Company’s liquidity position as of such date. Through ~~December~~ March 31, ~~2021~~2022, the Company continues to generate cash flows through financing activities to meet its short-term liquidity needs, and it expects to maintain access to those shareholder loans. The Company has not observed any material impairments of its assets or a significant change in the fair value of its assets due to the COVID-19 pandemic.

Going Concern

The accompanying condensed 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 condensed consolidated financial statements, the Company has not yet generated significant revenues and has incurred recurring net losses. During the ~~three~~six months ended ~~December~~March 31, ~~2021~~2022, the Company incurred a net loss of $~~195~~460,~~159~~396 and used cash in operations of $68438,~~119~~201, and had a shareholders’ deficit of $3,~~497~~719,~~757~~244 as of ~~December~~March 31, ~~2021~~2022. In addition, loans payable of $1,~~451~~816,250 and payroll taxes of $7166,~~334~~ 834 are past due. 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 ~~December~~March 31, ~~2021~~2022, the Company had cash on hand in the amount of $1564,~~960~~478. The ability to continue as a going concern is dependent on ~~the~~ the Company attaining and maintaining profitable operations in the future and raising additional capital soon to meet its obligations ~~and~~ and repay its liabilities arising from normal business operations when they come due. Since inception, we have funded our operations ~~primarily~~ primarily through equity and debt financings and we expect to continue to rely on these sources of capital in the future. During the ~~three~~ ~~months~~six months ended ~~December~~March 31, ~~2021~~2022, the Company received $52326,000 through short-term loans from officers and shareholders and $304,600 through a U.S. SBA loan payable.

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 stockholders, in case of equity financing.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation

The consolidated financial statements include the Company’s ~~wholly owned~~ subsidiaries and the accounts of its subsidiaries for which it was determined that Company has operational and management control. The Company’s consolidated subsidiaries and/or controlled 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 at ~~December~~March 31, ~~2021~~2022
Psoria-Shield Inc. (“PSI”)	The State of Florida	June 2009 (August 2012)		51	%
StealthCo, Inc. (“StealthCo”)	The State of Illinois	March 2014		100	%
Protec Scientific, Inc (“Protec”)	The State of New York	April 2020		32	%

All intercompany transactions are eliminated upon Consolidation. The non-controlling interests of our subsidiaries where we have operational control have been segregated on the accompanying financial statements.

Use of Estimates

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

Income (Loss) Per Share

Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. For the ~~three~~six months ended ~~December~~March 31, ~~2021~~2022 and ~~2020~~2021, the basic and diluted shares outstanding were the same, as potentially dilutive shares were ~~considered~~ considered anti-dilutive. At ~~December~~March 31, ~~2021~~2022 and ~~2020~~2021, the dilutive impact of outstanding stock options of 4,~~777~~427,738 and 12,~~665~~602,~~238~~ 738 shares, respectively, and outstanding warrants for 3128,~~454~~256,~~297~~797 and 6754,~~634~~379,~~049~~758 shares, respectively, have been excluded because their impact on the loss per share is anti-dilutive.

Revenue Recognition

The company records revenue under the guidance of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (Topic 606) which requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services.

For trade sales, the Company generates its revenue from sales contracts with customers with revenues being generated upon the shipment of merchandise, or for consulting services, revenue is recognized in the period services are rendered and earned under service arrangements with clients.

The Company sells its products through two main sales channels: 1) directly to customers who use its products (the “Direct Channel”) and 2) to distribution partners who resell its products (the “Indirect Channel”).

Under the Direct Channel, the Company sells its products to and receives payment directly from customers who purchase its products. Under the Indirect Channel, the Company has entered into distribution agreements that allow the distributors to sell its products and fulfill performance obligations under the agreements. During the ~~three~~six months ended ~~December~~March 31, ~~2021~~2022 and ~~2020~~2021, all of the Company’s products were ~~sold~~ sold through its Direct Channel.

We determine revenue recognition through the following steps:

	●	Identification of the contract, or contracts, with a customer

	●	Identification of the performance obligations in the contract

	●	Determination of the transaction price

	●	Allocation of the transaction price to the performance obligations in the contract

	●	Recognition of revenue when, or as, we satisfy a performance obligation.

Revenue is generally recognized upon shipment or when a service has been completed, unless ~~the~~we ~~Company~~have ~~has~~ significant performance obligations for services still to be completed. ~~The~~We ~~Company~~recognize ~~recognizes~~ revenue when a material reversal is no longer probable. Payments received before the relevant criteria for revenue recognition are satisfied are recorded as deferred revenue. There was no deferred revenue at ~~December~~ March 31, ~~2021~~2022 and ~~2020~~September 30, 2021.

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is computed on a first-in, first-out basis. At ~~December~~March 31, ~~2021~~2022, primarily all of the inventories consisted of raw materials or work-in-progress. The Company provides inventory reserves based on excess and obsolete inventories determined primarily by future demand forecasts. The write down amount, if any, is measured as the difference between the cost of the inventory and net realizable value 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. At ~~December~~March 31, ~~2021~~2022 and September 30, 2021, the Company recorded a reserve of $173,930 for excess and slow moving inventories.

Stock-Based Compensation

The Company periodically issues stock-based compensation to officers, directors, and consultants for services rendered, and as part of financing transactions. Such issuances vest and expire according to terms established at the issuance date. Stock-based payments to officers, directors, employees, and for acquiring goods and services from non-employees, which include grants of stock options, are recognized in the financial statements based on their fair values in accordance with Topic 718. Stock option grants, which are generally time vested, will be measured at the grant date fair value and charged to operations on a straight-line basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company has paid cash for the services.

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

~~Recent~~Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for interim and annual reporting periods beginning after October 1, 2023. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s financial position, results of operations, and cash flows.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. ASU 2021-04 provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. An issuer measures the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange. ASU 2021-04 introduces a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The adoption of ASU 2021-04 is not expected to have a material impact on the Company’s financial statements or 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.

NOTE 3 – LOANS PAYABLE FROM OFFICERS AND SHAREHOLDERS

As of September 30, 2021, loans payable to officers and shareholders of $2,~~055~~071,~~378~~200 were outstanding and $1,165,250 was past due. During the ~~three~~six months ended ~~December~~March 31, ~~2021~~2022, the Company and its subsidiary, PSI, borrowed $52326,000 from its officers and shareholders and repaid $160,000 of those loans. The loans have an interest rate of eight percent per annum and are due one year from the date of issuance. As of ~~December~~March 31, ~~2021~~2022, loans payable to officers and shareholders of $2,~~111~~237,~~753~~200 were outstanding and $1,~~451~~816,250 was past due.

During the year ended September 30, 2021, in connection with a loan in the amount of $25,000, the Company awarded the lender 350,000 shares of its common stock, valued at $17,500 on the date of grant. The Company recorded the fair value of the shares as a discount to the debt, which will be amortized over the life of the loan. During the year ended September 30, 2021, the Company amortized $1,678 of the debt discount and the balance of the unamortized discount at September 30, 2021 was $15,822. During the three and six months ended ~~December~~March 31, ~~2021,~~ 2022, the Company amortized $4,375 and $8,750, respectively, of the debt discount and the balance of the unamortized discount at ~~December~~ March 31, ~~2021~~2022 was $117,~~447~~072.

NOTE 4 – U.S. SMALL BUSINESS ADMINISTRATION LOAN PAYABLE

During the six months ended March 31, 2022, the Company entered into a loan agreement with the U.S. Small Business Administration (SBA) under which the Company borrowed $304,600. The note accrues interest at 3.75% per annum and calls for monthly payments of $1,569 beginning in February 2024, and maturing in February 2052. The loan is secured by all of the assets of the Company and is personally guaranteed by the Company’s Chief Executive Officer. The balance of $304,600 was due as of March 31, 2022.

NOTE 5 4 – LEASE LIABILITIES

Lease settlement liability

The Company leased its corporate office facility in Hoffman Estates, Illinois pursuant to a non-cancellable lease initiated in July 2016 and expiring February 28, 2024. The lease terms require a monthly payment of approximately $11,000. The Company vacated the facility in April 2020, in favor of its present facilities in Tucson AZ, which are provided by a shareholder on a rent-free basis. At the date of vacation, the Company had a remaining lease obligation of $631,587.

On or about June 29, 2020, the Company received notice that Hanover Hoffman Estates, LLC (“HHE”), filed case number 2020L006092 in the Circuit Court of Cook County alleging a failure to pay Base Rent and abandonment of certain office space in Hoffman Estates, Illinois subject to a Commercial Lease dated May 26, 2016 (the “HHE Litigation”). HHE sought at least $672,878 in base rent and other amounts under the lease, as well as treble damages from the Company’s ex-CEO and two past Directors who were serving on our Board as of the date of the lease. As of ~~December~~March 31, ~~2021~~2022, the Company has recorded the full amount of the judgement due.

On October 6, 2021, HHE and the Company settled the HHE Litigation pursuant to an agreement providing, among other things, that the Company agree to the entry of a final judgment order on the complaint in the amount of $725,795, which includes $657,194 in base rent awarded HHE by the Court on HHE’s Motion for Summary Judgment and the additional fees claimed by HHE and costs. HHE will forebear on the enforcement of the judgment and will provide the Company a satisfaction of the judgment upon the payment by the Company of $350,000, plus interest on the principal amount thereof outstanding from time to time at the rate of 5% per annum (the “Settlement Amount”), until the Settlement Amount is paid in full.

An initial payment of $125,000 was due January 1, 2022. The Company received a letter of default from HHE on January 20, 2022, which provided the Company 30 days to make the payment or HHE could seek collection of the Agreed Final Judgement Amount of $725,795. The Company made the payment of $125,000 on February 10, 2022. The balance of $225,000 will be paid over a five-year period beginning on January 1, 2023, as follows: January 1, 2023 – $15,000 plus accrued interest only; January 1, 2024 – $15,000 plus accrued interest only; January 1, 2025 – $45,000 plus accrued interest; January 1, 2026 – $75,000 plus accrued interest; and January 1, 2027 – $75,000 plus accrued interest.

As of ~~December~~September 3130, 2021, the Company ~~has~~had recorded a lease settlement liability of $672,878. During the six months ended March 31, 2022, the Company made a payment of $125,000 towards the Settlement Amount and as of March 31, 2022, the Company has recorded a lease settlement liability of $547,878. The Company will adjust any remaining balance of the liability after ~~the~~it ~~Company~~ has completed the payment and satisfaction of the remaining $~~350~~225,000 Settlement Amount.

NOTE 56 – SHAREHOLDERS’ EQUITY

Restricted Stock Grants ~~to Officers and Directors~~

The following table summarizes restricted common stock activity:

SUMMARY OF RESTRICTED COMMON STOCK

	Number of Restricted Shares			Fair Value			Weighted Average Grant Date Fair Value
Non-vested, September 30, 2021		8,750,000		$	325,000		$	0.03
Granted		-			-			-
Vested		(12,~~250~~500,000	)		(4387,~~750~~500	)		0.04
Forfeited		-			-			-
Non-vested, December 31, 2021		7,500,000		$	281,250		$	0.04
Non-vested, March 31, 2022		6,250,000		$	237,500		$	0.04

During the three and six months ended ~~December~~March 31, ~~2021~~2022, the Company recorded $43,750 and $87,500, respectively, of stock compensation for the value of vested restricted common stock, and as of ~~December~~March 31, ~~2021~~2022, unvested compensation of $~~281~~237,~~250~~500 remained that will be amortized over the remaining vesting period, through March 2024.

In addition to the above grants, during the year ended September 30, 2021, the Company’s Board of Directors approved the issuance of a combined total of 41,353,731 restricted shares of the Company’s common stock to its Officers and Directors, all of which will only be issued upon the sale or merger of the Company. No stock compensation was recorded relating to that grant as management feels it is a remote possibility that a sale or merger of the Company will happen within the next twelve months. The Company will account for the shares once they are granted to its Officers and Directors.

Stock Options

On December 22, 2010, effective retroactively as of June 30, 2010, the Company’s Board of Directors approved the adoption of the “2010 Non-Qualified Stock Option Plan” (“2010 Option Plan”) by unanimous consent. The 2010 Option Plan was initiated to encourage and enable officers, directors, consultants, advisors and key employees of the Company to acquire and retain a proprietary interest in the Company by ownership of its common stock. A total of 7,500,000 of the authorized shares of the Company’s common stock may be subject to, or issued pursuant to, the terms of the plan. Effective January 1, 2018, the Board of Directors approved to increase the number of authorized shares of the Company’s common stock that may be subject to, or issued pursuant to, the terms of the plan from 7,500,000 to 30,000,000.

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.

The table below summarizes the Company’s stock option activities for the ~~three~~six months ended ~~December~~March 31, ~~2021~~2022:

SCHEDULE OF STOCK OPTION ACTIVITY

	Number of Option Shares			Exercise Price Range Per Share		Weighted Average Exercise Price
Balance, September 30, 2021		5,277,738		$	$ 0.03 - 0.26	$	0.15
Granted		-			-		-
Cancelled		-			-		-
Exercised		-			-		-
Expired		(~~500~~850,000	)		0.12 - 0.26		0.1217
Balance, December 31, 2021		4,777,738			$ 0.03 - 0.26	$	0.15
Balance, March 31, 2022		4,427,738		$	0.03 - 0.26	$	0.14
Vested and exercisable, December 31, 2021		4,777,738			$ 0.03 - 0.26	$	0.15
Vested and exercisable, March 31, 2022		4,427,738		$	0.03 - 0.26	$	0.14
Unvested, December 31, 2021		-		$	-	$	-
Unvested, March 31, 2022		-		$	-	$	-

The following table summarizes information concerning outstanding and exercisable options as of ~~December~~March 31, ~~2021~~2022:

		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
$	0.03 - 0.26		4,~~777~~427,738		1.4833	$	0.1514		4,~~777~~427,738		1.4833	$	0.1514
$	0.03 - 0.26		4,~~777~~427,738		1.4833	$	0.1514		4,~~777~~427,738		1.4833	$	0.1514

During the ~~three~~six months ended ~~December~~March 31, ~~2021~~2022, no stock compensation was recorded for the value of options vesting during the period, and as of March ~~December~~ 31, ~~2021~~2022, no unvested compensation remained that will be amortized over the remaining vesting period.

As of ~~December~~March 31, ~~2021~~2022, there were 25,~~222~~572,262 shares of stock options remaining available for issuance under the 2010 Plan. ~~There~~The ~~was no aggregate~~ intrinsic value for option shares outstanding at ~~December~~March 31, ~~2021~~2022 was $3,125.

Stock Warrants

The table below summarizes the Company’s warrants activities for the ~~three~~six months ended ~~December~~March 31, ~~2021~~2022:

SCHEDULE OF WARRANT ACTIVITY

	Number of Warrant Shares			Exercise Price Range Per Share		Weighted Average Exercise Price
Balance, September 30, 2021		32,032,075		$	0.07 - 0.40	$	0.16
Granted		-			-		-
Cancelled		-			-		-
Exercised		-			-		-
Expired		(~~577~~3,~~778~~775,278	)		0.15		0.15
Balance, December 31, 2021		31,454,297		$	0.07 - 0.40	$	0.16
Balance, March 31, 2022		28,256,797		$	0.07 - 0.40	$	0.16
Vested and exercisable, December 31, 2021		31,454,297		$	0.07 - 0.40	$	0.16
Vested and exercisable, March 31, 2022		28,256,797		$	0.07 - 0.40	$	0.16

The following table summarizes information concerning outstanding and exercisable warrants as of ~~December~~March 31, ~~2021~~2022:

		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
$	0.07 – 0.20		3027,~~504~~306,~~297~~797		1.5547	$	0.16		3027,~~504~~306,~~297~~797		1.5547	$	0.16
	0.21 –0.40		950,000		1.21		0.33		950,000		1.21		0.33
	0.21 – 0.40		950,000		0.96		0.33		950,000		0.96		0.33
$	0.07 – 0.40		3128,~~454~~256,~~297~~797		1.5445	$	0.16		3128,~~454~~256,~~297~~797		1.5445	$	0.16

There was no aggregate intrinsic value for warrant shares outstanding at ~~December~~March 31, ~~2021~~2022.

NOTE 67 – 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 the following business segments:

(i) Medical Devices: which stems from 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, and for sanitation purposes.

(ii) Authentication and Encryption Products and Services: which stems from StealthCo, its wholly-owned subsidiary formed on March 18, 2014, which has engaged in the business of selling, licensing or otherwise providing certain authentication and encryption products and services since acquisition of certain assets from SMI on April 4, 2014.

The detailed segment information of the Company is as follows:

Assets By Segment

December 31, 2021

March 31, 2022

Corporate

Medical Devices

Authentication and Encryption

Total

ASSETS

Current Assets

Cash

14,~~571~~703

1255,~~086~~662

24,~~303~~113

1564,~~960~~478

Accounts receivable

956

Inventories

2427,~~000~~157

Total current assets

14,~~571~~703

3783,~~042~~775

24,~~303~~113

4092,~~916~~591

TOTAL ASSETS

14,~~571~~703

3783,~~042~~775

24,~~303~~113

4092,~~916~~591

Operations by Segment for the Three Months Ended ~~December~~March 31, ~~2021~~2022 and ~~2020~~2021

For the Three Months Ended

December 31, 2021

March 31, 2022

Corporate

Medical Devices

Authentication and Encryption

Total

Trade Sales

~~164~~99,~~552~~990

Cost of goods sold

2610,~~000~~400

Gross profit

~~138~~89,~~552~~590

Operating expenses

3963,~~990~~132

244,~~964~~380

23,~~795~~190

~~287~~310,~~749~~702

Loss from operations

(3963,~~990~~132

)

(~~106~~154,~~412~~790

)

(23,~~795~~190

)

(~~149~~221,~~197~~112

)

For the Three Months Ended

December 31, 2020

March 31, 2021

WCUI

PSI

Stealthco

Corporate

Medical Devices

Authentication and Encryption

Total

Trade Sales

9051,~~499~~650

Cost of goods sold

8058,~~100~~950

Gross profit

10(7,~~399~~300

)

10(7,~~399~~300

)

Operating expenses

4946,~~109~~661

~~256~~308,~~471~~543

27,~~961~~014

~~308~~362,~~541~~218

Loss from operations

(4946,~~109~~661

)

(~~246~~315,~~072~~843

)

(27,~~961~~014

)

(~~298~~369,~~142~~518

)

~~NOTE~~Operations 7by –Segment ~~LEGAL~~for ~~MATTERS~~the Six Months Ended March 31, 2022 and 2021


	For the Six Months Ended
	March 31, 2022
	Corporate			Medical Devices			Authentication and Encryption			Total

Trade Sales	$	-		$	264,542		$	-		$	264,542

Cost of goods sold		-			36,400			-			36,400

Gross profit		-			228,142			-			228,142

Operating expenses		103,122			489,344			5,985			598,451

Loss from operations	$	(103,122	)	$	(261,202	)	$	(5,985	)	$	(370,309	)


	For the Six Months Ended
	March 31, 2021
	WCUI			PSI			Stealthco
	Corporate			Medical Devices			Authentication and Encryption			Total

Trade Sales	$	-		$	142,149		$	-		$	142,149

Cost of goods sold		-			139,050			-			139,050

Gross profit		-			3,099			-			3,099

Operating expenses		95,770			565,014			9,975			670,759

Loss from operations	$	(95,770	)	$	(561,915	)	$	(9,975	)	$	(667,660	)

NOTE 8 – LEGAL MATTERS

The Company is periodically engaged in legal proceedings arising from and relating to its business operations. Except as otherwise described herein, 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.

The Company continues efforts to preserve revenue and reduce operating expenses through actions including, but not limited to, facilities consolidation and staff reductions, which it hopes to implement through negotiated transactions with lessors, employees and other third parties. Such actions may result in disputes with and claims by such parties which, if not resolved through negotiations, may impact negatively the Company’s ability to continue as a going concern. To date, the Company has negotiated settlement of all ex-employee wage and benefits claims except for the claim filed with the Illinois Department of Labor asserting a violation of the Illinois Wage Payment and Collection Act by the Company’s former CEO. That claim alleges unpaid wages in the amount of $158,715 and unpaid vacation pay in the amount of $20,833 for a total amount of $179,548, as well as certain statutory damages including, but not limited to, 2% of the wages due per month plus attorneys’ fees if the ex-CEO elects to file suit for a violation of the Act and is successful in obtaining a judgment on his claim. The Company has filed its response to such claim with the Department denying the substantive allegations therein and asserting certain factual and legal defenses, including breach of fiduciary duty, as a bar to all claimed compensation. The claim remains pending, but as the date hereof, no suit has been filed against the Company asserting a violation of the Act based on said claim.

As discussed in Note 5, on or about June 29, 2020, HHE filed case number 2020L006092 in the Circuit Court of Cook County alleging failure to pay Base Rent and abandonment of certain office space in Hoffman Estates, Illinois subject to a Commercial Lease dated May 26, 2016 (the “HHE litigation”). HHE sought at least $672,888 in base rent and other amounts under the lease, as well as treble damages from our ex-CEO and two past Directors who were serving on our Board as of the date of the lease. On October 6, 2021, HHE and the Company agreed to a settlement on the terms discussed in Note 5 above. On February 10, 2022, the initial payment of $125,000 was paid to HHE (see Note 5).

On or about January 8, 2021, Periklis Papadopoulus, a former Director who was named as an additional Defendant in the HHE litigation, filed a counterclaim against the Company seeking indemnification for attorneys’ fees he incurred in obtaining his dismissal from the HHE litigation. Subsequent to September 30, 2021, the Company settled the counterclaim by agreeing to pay $41,914, with $15,000 payable on or about January 4, 2022 and the balance in sixteen monthly installments commencing June 4, 2022, each in the amount of $1,791. The settlement amount shall be reduced to $37,000 if it is paid prior to April 1, 2022, or $39,000 if paid before July 1, 2022. The Company agreed to entry of a judgment in the amount of $41,914 to secure payments under the settlement agreement. This amount is included in Accounts payable and accrued expenses on the accompanying Balance Sheets. Upon payment of the settlement, Papadopoulos will provide the Company with a satisfaction of judgment. ~~Subsequent~~During tothe ~~December~~three months ended March 31, ~~2021~~2022, but prior to April 1, 20122, the Company made payments totaling $37,000. This satisfied the ~~initial~~judgment ~~payment~~as of March 31, 2022 and the Company recorded a gain on settlement of debt of $154,~~000~~914 during the three months ended March 31, 2022.

NOTE 89 – SUBSEQUENT EVENTS

Subsequent to ~~December~~March 31, ~~2021~~2022, the Company borrowed $~~254~~150,000 from its officers and shareholders. All of the loans are unsecured, have an interest rate of eight percent and are due one year from the date of issuance.

On ~~October~~April 61, ~~2021~~2022, the Company’s ~~and~~Board aof ~~former~~Directors ~~landlord~~approved ~~(“HHE”)~~the ~~agreed~~issuance toof a ~~settlement~~combined ~~agreement~~total ~~providing,~~of ~~among other things~~3, ~~that~~750,000 ~~HHE~~restricted ~~will~~shares ~~provide~~of the Company’s acommon ~~satisfaction~~stock ofto ~~the~~certain ~~judgment~~of ~~upon~~its ~~the~~Officers ~~payment~~and byDirectors ~~the~~for ~~Company~~future ofservices ~~$350,000,~~to ~~plus~~be ~~interest~~performed. AnThe ~~initial payment~~shares ofvest ~~$125,000~~monthly ~~was~~from April ~~due~~2022 ~~January~~through 1,March ~~2022~~2025. OnThe ~~February~~fair ~~10,~~value ~~2022,~~of the ~~initial~~shares ~~payment~~on the date of ~~$125,000~~grant was ~~paid to HHE (see Note 4)~~$187,500.

InThe ~~February~~Board ~~2022,~~also approved the ~~Company~~issuance ~~entered~~of ~~into~~ a ~~loan~~combined ~~agreement~~total ~~with~~of 7,060,000 restricted shares of the ~~U.S~~Company’s ~~Small~~common ~~Business~~stock ~~Association~~to ~~(SBA)~~certain of its Officers and Directors in ~~the~~connection ~~amount~~with oftheir ~~$304,700~~officer and shareholder loans. The ~~note~~ ~~accrues~~shares ~~interest~~vested atupon ~~3.75%~~grant ~~per~~and ~~annum~~had ~~and~~a ~~calls~~fair ~~for~~value on ~~monthly~~the ~~payments~~date of grant of $1353,~~569~~000. ~~beginning~~These inshares ~~February~~were ~~2024.~~granted ~~The~~from ~~loan~~the is41,353,731 deferred ~~secured~~restricted ~~by all~~shares of the ~~assets~~Company’s common stock which will only be issued upon the sale or merger of the Company ~~and~~(see isNote ~~personally~~6 ~~guaranteed~~– byRestricted Stock Grants), thus reducing the ~~Company’s~~number ~~Chief~~of ~~Executive~~shares ~~Officer~~that can be issued under that certain condition.

15During the year ended September 30, 2021, the Company entered into an agreement with a consulting firm under which the firm would provide certain services for the Company. Under the agreement, the firm could earn 1.0 million restricted shares of the Company’s common stock for completing certain services. In April 2022, the Company’s Board of Directors approved the issuance of the 1.0 million shares once the services had been completed. The shares vested upon grant and had a fair value on the date of grant of $50,000.

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

Forward Looking Statements

Except for historical information, the following discussion 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 “Description of Business,” and “Analysis of Financial Condition and Results of Operations”, as well as in this 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” in our Annual Report on Form 10-K and in other Reports we have filed with the Securities and Exchange Commission, as well as matters described in this Report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Report will in fact occur as projected.

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. 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.

Description of Business

Background.

Wellness Center USA, Inc. (“WCUI” or the “Company”) was incorporated in June 2010 under the laws of the State of Nevada. We initially engaged in online sports and nutrition supplements marketing and distribution. We subsequently expanded into additional businesses within the healthcare and medical sectors through acquisitions, including Psoria-Shield Inc. (“PSI”) and StealthCo Inc. (“SCI”), d/b/a Stealth Mark, Inc.

The Company currently operates in two business segments: (i) distribution of targeted Ultra Violet (“UV”) phototherapy devices for dermatology and sanitation purposes; and (ii) authentication and encryption products and services. The segments are conducted through our wholly-owned subsidiaries, PSI and SCI.

PSI

PSI was incorporated under the laws of the state of Florida on June 17, 2009. We acquired all of the issued and outstanding shares of stock in PSI on August 24, 2012.

Joint Ventures

PSI

In December 2018, PSI entered into a Joint Venture Agreement with GEN2 for further development, marketing, licensing and/or sale of PSI technology and products to be conducted through NEO Phototherapy, Inc. (“NEO”). PSI and GEN2 were the members of NEO, owning 50.5% and 36.0%, respectively. As of April 30, 2020, the Company controlled 51% of the joint venture, GEN2 controlled 39% and another individual controlled the remaining 10%.

Effective April 30, 2020, the joint venture with GEN2 was reorganized. GEN2 shareholders exchanged their common shares in GEN2, and the individual exchanged his membership interests in NEO, for common shares representing 49% ownership in PSI. The Company retained its common shares in PSI, which provides the Company a 51% economic interest in the PSI technology and products developed by the joint venture. During the three months ended December 31, 2021, PSI recorded a loss of $123,909 relating to its operations, of which $60,716 was allocated to the non-controlling interest.17

Effective April 30, 2020, the joint venture with GEN2 was reorganized. GEN2 shareholders exchanged their common shares in GEN2, and the individual exchanged his membership interests in NEO, for common shares representing 49% ownership in PSI. The Company retained its common shares in PSI, which provides the Company a 51% economic interest in the PSI technology and products developed by the joint venture. During the six months ended March 31, 2022, PSI recorded a loss of $481,354 relating to its operations, of which $146,019 was allocated to the non-controlling interest.

As of September 30, 2020, GEN2 had received $975,000 of investments to contribute to NEO. Repayment of the $975,000 investment will begin through and upon the date which PSI has realized and retained cumulative net income/distributable cash in the amount of $300,000. The minority interest of PSI ownership consists of accredited investors, and investment participation of $750,000 from several WCUI officers and directors, including Calvin R. O’Harrow, William Kingsford and Roy M. Harsch.

Protec

In May 2020, the Company’s subsidiary, PSI, agreed to become a majority shareholder in Protec Scientific, Inc. (“Protec”), a company formed in April 2020. As of September 30, 2020, PSI had contributed $191,000 to Protec with the Company’s share being approximately 32%, based on its PSI ownership. The remaining 30% share is attributed to PSI’s minority shareholders. During the six ~~three~~ months ended December 31, 2020, Protec received an additional $120,000 from non-affiliated investors. The additional investments gave the non-controlling interests a 68% ownership interest in Protec. During the ~~three~~six months ended ~~December~~March 31, ~~2021~~2022, Protec recorded a loss of $37,~~262~~990, of which $24,~~231~~244 was allocated to the non-controlling interests.

Psoria-Light

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.

SCI

SCI was incorporated under the laws of the state of Illinois on March 18, 2014. SCI acquired certain Stealth Mark assets on April 4, 2014 and operates as a wholly-owned subsidiary of the Company. It is a provider of: a) Stealth Mark encryption and authentication solutions offering advanced technologies within the security and supply chain management vertical sectors (Intelligent Microparticles), and b) advanced data intelligence services offering proprietary, unprecedented, and actionable technology for industries, companies, and agencies on a global scale (ActiveDuty™).

Intelligent Microparticles

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 delivers 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 a combination of proprietary software and intelligent microparticle marks that are unduplicatable and undetectable to the human eye. These taggants are created with proprietary materials that create unique numerical codes that are assigned meaning by the client and are 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.

In April 2018, the Company’s subsidiary, SCI, concluded licensing of a patent for technology that is the next generation of Stealth Mark. Working with researchers at the Oak Ridge National Labs, the patent signifies development of a new technology that will generate an invisible marking system with attributes currently unavailable in the anti-counterfeit marketplace today. The formula and techniques have been shown through extensive testing to be resilient to manufacturing processes and can be used on a wide range of materials from woven and non-woven fabrics, cardboard, metal, concrete, plastics, leather, wood, and paper. In addition, the complexity of the information that can be encoded with the system makes counterfeiting difficult.

ActiveDuty™

SCI’s ActiveDuty™ data intelligence services offer unique, unprecedented, actionable technology for industries, companies, and agencies on a global scale. Comprised of a suite of powerful analytical tools, including artificial intelligence and social-psychology, the service provides timely and actionable intelligence to clients. ActiveDuty™ is adaptable to a broad spectrum of illicit activities within both private and public sectors such as, but not limited to, counterfeiting, sex and human trafficking, money laundering, and a variety of other markets.

The proprietary algorithmic architecture of ActiveDuty™ creates the first systemic reporting mechanism to deliver strategic and tactical results supported by an intense worldwide analysis of patterns of human behavior. The ActiveDuty™ global framework is heuristic in nature, capable of comprehending big data across the digital spectrum and speaks all the major languages. Up until now, there has not existed a unified system that could actively measure this lifecycle that is a collection of discreet and seemingly random behaviors of criminals anywhere within the digital domain. Criminals change their identities but not their basic behaviors.

SCI was managed initially by Ricky Howard, who brought 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 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. In November 2018, Mr. Howard passed away suddenly and Mr. O’Harrow took over operations of SCI’s business on an interim basis.

Analysis of Financial Condition and Results of Operations

Results of Operations for the three months ended ~~December~~March 31, ~~2021~~2022 compared to the three months ended ~~December~~March 31, ~~2020~~2021.

Revenue and Cost of Goods Sold

Revenue for the three months ended ~~December~~March 31, ~~2021~~2022 and ~~2020~~2021 was $~~164~~99,~~552~~990 and $9051,~~499~~650, respectively. ~~Gross~~The ~~profit~~increase in revenue in 2022 related to the increase in revenues at PSI due to the roll-out of their new Aurora medical device. Cost of sales for the three months ended ~~December~~ March 31, ~~2021~~2022 and ~~2020~~2021 was $~~138~~10,~~552~~400 and $1058,~~399~~950, respectively. ~~The~~Gross ~~increase~~profit in(loss) ~~revenues~~for ~~and~~the ~~gross~~three ~~profit~~months inended ~~2021~~March ~~was~~31, ~~due~~2022 toand ~~the~~2021 ~~increase~~was $89,590 inand ~~revenues~~$(7,300), ~~and~~respectively. ~~gross~~The ~~profit~~reason atfor ~~PSI,~~the asgross ~~there~~loss in 2021 was nodue ~~revenue~~to atinventory ~~SCI~~write ~~for~~downs ~~each~~of ~~period~~$50,000.

Operating Expenses

Operating expenses for the three months ended ~~December~~March 31, ~~2021~~2022 and ~~2020~~2021 were $~~287~~310,~~749~~702 and $~~308~~362,~~541~~218, respectively. The decrease in operating expenses in ~~2021~~2022 was due primarily to the ~~slight~~ decrease in ~~operating~~consulting ~~expenses~~fees atand ~~PSI, primarily labor~~employee-related costs.

19Other Income (Expenses)

Other ~~Expenses~~expenses during the three months ended March 31, 2022 consisted of $ $44,664 of interest expense and $4,375 of debt discount amortization, totaling to $49,039. Other expenses during the three months ended March 31, 2021 consisted of $31,993 of interest expense. Other income during the three months ended March 31, 2022 consisted of a gain of $4,914 on the settlement of debt.

Other expenses during the three months ended December 31, 2021 and 2020 consisted of $41,587 and $26,158 of interest expense, respectively, and debt discount amortization of $4,375 during the three months ended December 31, 2021.20

Net Loss

Our net loss for the three months ended ~~December~~March 31, ~~2021~~2022 was $~~195~~265,~~159~~237, compared to a net loss of $~~324~~401,~~300~~511 for the three months ended ~~December~~March 31, ~~2020~~2021. The decrease in the net loss in ~~2021~~2022 was primarily due to the increase in ~~sales~~revenues and gross profit ~~in 2021,~~ and the decrease in operating expenses.

Results of Operations for the six months ended March 31, 2021 compared to the six months ended March 31, 2020.

Revenue and Cost of Goods Sold

Revenue for the six months ended March 31, 2022 and 2021 was $264,542 and $142,149, respectively. The increase in revenue in 2022 related to the increase in revenues at PSI due to the roll-out of their new Aurora medical device. Cost of sales for the six months ended March 31, 2022 and 2021 was $36,400 and $139,050, respectively. Gross profit for the six months ended March 31, 2022 and 2021 was $228,142 and $3,099, respectively. The reason for the low margin in 2021 was due to inventory write downs of $100,000.

Operating Expenses

Operating expenses for the six months ended March 31, 2022 and 2021 were $598,451 and $670,759, respectively. The decrease in operating expenses in 2022 was due primarily to the decrease in consulting fees and employee-related costs.

Other Income (Expenses)

Other expenses during the six months ended March 31, 2022 consisted of $86,251 of interest expense and $8,750 of debt discount amortization, totaling to $95,001. Other expenses during the six months ended March 31, 2021 consisted of $58,151 of interest expense. Other income during the six months ended March 31, 2022 consisted of a gain of $4,914 on the settlement of debt.

Net Loss

Our net loss for the six months ended March 31, 2022 was $460,396, compared to a net loss of $725,811 for the six months ended March 31, 2021. The decrease in the net loss in 2022 was primarily due to the increase in revenues and gross profit and the decrease in operating expenses.

Results of Operations by Segment

The Company currently maintains two business segments:

	(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; and
	(ii)	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.

(i)

Medical Devices: which it provided through PSI, its 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; and

(ii)

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:

Operations by Segment for the Three Months Ended ~~December~~March 31, ~~2021~~2022 and ~~2020~~2021

For the Three Months Ended

December 31, 2021

March 31, 2022

Corporate

Medical Devices

Authentication and Encryption

Total

Trade Sales

~~164~~99,~~552~~990

Cost of goods sold

2610,~~000~~400

Gross profit

~~138~~89,~~552~~590

Operating expenses

3963,~~990~~132

244,~~964~~380

23,~~795~~190

~~287~~310,~~749~~702

Loss from operations

(3963,~~990~~132

)

(~~106~~154,~~412~~790

)

(23,~~795~~190

)

(~~149~~221,~~197~~112

)

For the Three Months Ended

December 31, 2020

March 31, 2021

WCUI

PSI

Stealthco

Corporate

Medical Devices

Authentication and Encryption

Total

Trade Sales

9051,~~499~~650

Cost of goods sold

8058,~~100~~950

Gross profit

10(7,~~399~~300

)

10(7,~~399~~300

)

Operating expenses

4946,~~109~~661

~~256~~308,~~471~~543

27,~~961~~014

~~308~~362,~~541~~218

Loss from operations

(4946,~~109~~661

)

(~~246~~315,~~072~~843

)

(27,~~961~~014

)

(~~298~~369,~~142~~518

)

Revenue for the Medical Devices segment for the three months ended ~~December~~March 31, ~~2021~~2022 and ~~2020~~2021 was $~~164~~99,~~552~~990 and $9051,~~499~~650, respectively. The increase in ~~sales~~2022 ~~in 2021~~ was due to the ~~launch~~increase ofin ~~PSI’s~~trade ~~new~~sales ~~FDA~~at ~~approved~~PSI. ~~medical~~Cost ~~device~~of ~~named~~goods ~~Aurora.~~sold ~~Gross~~for ~~profit during~~ the three months ended ~~December~~March 31, 2022 and 2021 was $10,400 and ~~2020~~$58,950, respectively, and the gross profit (loss) was $~~138~~89,~~552~~590 and $10(7,~~399~~300), respectively. The negative gross profit was primarily due to the write down of inventories of $50,000 during the quarter. Operating expenses for the three months ended ~~December~~March 31, ~~2021~~ 2022 and 2021 ~~2020~~ was $244,~~964~~380 and $~~256~~308,~~471~~543, respectively. The decrease in operating expenses in ~~2021~~2022 was primarily due to the decrease in ~~labor~~employee-related costs and contract labor. The loss from operations for the three months ended ~~December~~March 31, ~~2021~~2022 and ~~2020~~2021 was $~~106~~154,~~412~~790 and $~~246~~315,~~072~~843, respectively.

There was no revenue or cost of ~~sales~~goods sold for the Authentication and Encryption segment for the three months ended ~~December~~March 31, ~~2021~~2022 and ~~2020~~2021. Operating expenses for the three months ended ~~December~~March 31, ~~2021~~2022 and ~~2020~~2021 was $23,~~795~~190 and $27,~~961~~014, respectively. The decrease in operating expenses in 2022 was primarily due to the decrease in employee-related costs. The loss from operations for the three months ended ~~December~~ March 31, ~~2021~~2022 and ~~2020~~2021 was $23,~~795~~190 and $27,~~961~~014, respectively.

The Corporate segment primarily provides executive management services for the Company. Operating expenses for the three months ended December 31, 2021 and 2020 was $39,990 and $49,109, respectively. The decrease in operating expenses in 2021 was due primarily to the decrease in professional fees. The loss from operations for the three months ended December 31, 2021 and 2020 was $39,990 and $49,109, respectively.22

20The Corporate segment primarily provides executive management services for the Company. Operating expenses for the three months ended March 31, 2022 and 2021 was $63,132 and $46,661, respectively. The increase in operating expenses in 2022 was primarily due to the increase in professional fees and stock compensation. The loss from operations for the three months ended March 31, 2022 and 2021 was $63,132 and $46,661, respectively.

Operations by Segment for the Six Months Ended March 31, 2022 and 2021

	For the Six Months Ended
	March 31, 2022
	Corporate			Medical Devices			Authentication and Encryption			Total

Trade Sales	$	-		$	264,542		$	-		$	264,542

Cost of goods sold		-			36,400			-			36,400

Gross profit		-			228,142			-			228,142

Operating expenses		103,122			489,344			5,985			598,451

Loss from operations	$	(103,122	)	$	(261,202	)	$	(5,985	)	$	(370,309	)

	For the Six Months Ended
	March 31, 2021
	WCUI			PSI			Stealthco
	Corporate			Medical Devices			Authentication and Encryption			Total

Trade Sales	$	-		$	142,149		$	-		$	142,149

Cost of goods sold		-			139,050			-			139,050

Gross profit		-			3,099			-			3,099

Operating expenses		95,770			565,014			9,975			670,759

Loss from operations	$	(95,770	)	$	(561,915	)	$	(9,975	)	$	(667,660	)

Revenue for the Medical Devices segment for the six months ended March 31, 2021 was $264,542 and $142,149, respectively. The increase in 2022 was due to the increase in trade sales at PSI. Cost of goods sold for the six months ended March 31, 2022 and 2021 was $36,400 and $139,050, respectively, and the gross profit was $228,142 and $3,099, respectively. The low profit margin in 2022 was primarily due to the write down of inventories of $100,000 in 2021. Operating expenses for the six months ended March 31, 2022 and 2021 was $489,344 and $565,014, respectively. The decrease in operating expenses in 2022 was primarily due to the decrease in employee-related costs and contract labor. The loss from operations for the six months ended March 31, 2022 and 2021 was $261,202 and $561,915, respectively.

There was no revenue or cost of goods sold for the Authentication and Encryption segment for the six months ended March 31, 2022 and 2021. Operating expenses for the six months ended March 31, 2022 and 2021 was $5,985 and $9,975, respectively. The decrease in operating expenses in 2022 was primarily due to the decrease in employee-related costs. The loss from operations for the six months ended March 31, 2021 and 2020 was $5,985 and $9,975, respectively.

The Corporate segment primarily provides executive management services for the Company. Operating expenses for the six months ended March 31, 2022 and 2021 was $103,122 and $95,770, respectively. The increase in operating expenses in 2022 was primarily due to the increase in professional fees and stock compensation. The loss from operations for the six months ended March 31, 2022 and 2021 was $103,122 and $95,770, respectively.

Liquidity and Capital Resources

Going Concern

Comparison of ~~three~~six months ended ~~December~~March 31, ~~2021~~2022 and ~~2020~~2021

As of ~~December~~March 31, ~~2021~~2022, we had $1564,~~960~~478 in cash, negative working capital of $3,~~497~~414,~~757~~644 and an accumulated deficit of $28,~~521~~699,~~841~~761.

As of ~~December~~March 31, ~~2020~~2021, we had $78146,~~523~~139 in cash, negative working capital of $2,~~465~~813,~~785~~176 and an accumulated deficit of $27,~~764~~977,~~061~~238.

Cash flows used in operating activities

During the ~~three~~six months ended ~~December~~March 31, ~~2021~~2022, the Company used cash flows in operating activities of $68438,~~119~~201, compared to $~~267~~565,~~797~~181 used in the six ~~three~~ months ended ~~December~~March 31, ~~2020~~2021. During the ~~three~~six months ended ~~December~~March 31, ~~2021~~2022, the Company incurred a net loss of $~~195~~460,~~159~~ 396 and $4896,~~125~~ 250 of non-cash expenses, compared to a net loss of $~~324~~725,~~300~~811 and $~~107~~211,~~885~~975 of non-cash expenses during the ~~three~~six months ended ~~December~~ March 31, ~~2020~~2021.

Cash flows used in investing activities

During the ~~three~~six months ended ~~December~~March 31, ~~2021~~2022 and ~~2020~~2021, the Company had no cash flows from investing activities.

Cash flows provided by financing activities

During the ~~three~~six months ended ~~December~~March 31, ~~2021~~2022, the Company had proceeds from loans payable from officers and shareholders of $52326,000 and $304,600 from a U.S. SBA loan payable, and repaid $160,000 of its loans payable from officers and shareholders. During the ~~three~~six months ended ~~December~~ March 31, ~~2020~~2021, the Company had proceeds from loans payable from officers and shareholders of $~~295~~660,000.

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.

Summary of Critical Accounting Policies.

The Company has identified critical accounting policies that, as a result of the judgments, uncertainties, uniqueness and complexities of the underlying accounting standards and operations involved could result in material changes to its financial condition or results of operations under different conditions or using different assumptions. The Company’s most critical accounting policies include, but are not limited to, those related to fair value of financial instruments, revenue recognition, stock -based compensation for obtaining employee services, and equity instruments issued to parties other than employees for acquiring goods or services. Details regarding the Company’s use of these policies and the related estimates are described in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021, filed with the Securities and Exchange Commission on February 15, 2022. There have been no material changes to the Company’s critical accounting policies that impact the Company’s financial condition, results of operations or cash flows for the ~~three~~six months ended ~~December~~March 31, ~~2021~~2022.

Recently Issued Accounting Pronouncements

See Management’s discussion of recent accounting policies included in footnote 2 to the condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting Companies.

Item 4. 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 2201) 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.

We have identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting.

Maintaining effective internal control over financial reporting and effective disclosure controls and procedures are necessary for us to produce reliable financial statements. We have evaluated our internal control over financial reporting and our disclosure controls and procedures and concluded that they were not effective as of ~~December~~March 31, ~~2021~~2022.

A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses we identified are (i) The Company does not have an independent audit committee; (ii) the Company does not have written documentation of its internal control policies and procedures; (iii) The Company does not have sufficient segregation of duties within its accounting functions; (iv) The Company has insufficient full-time personnel with an appropriate level of current U.S. GAAP and SEC reporting requirements to timely meet regulatory filing requirements, and (v) The Company had ineffective controls over our financial statement close and reporting process and did not provide reasonable assurance that accounts were complete and accurate and agreed to detailed support and that reconciliations of accounts were properly performed, reviewed and approved.

The Company is committed to remediating its material weaknesses as promptly as possible. However, there can be no assurance as to when these material weaknesses will be remediated or that additional material weaknesses will not arise in the future. Even effective internal control can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. Any failure to remediate the material weaknesses, or the development of new material weaknesses in our internal control over financial reporting, could result in material misstatements in our financial statements, which in turn could have a material adverse effect on our financial condition and the trading price of our common stock and we could fail to meet our financial reporting obligations. We have identified weaknesses in our internal controls, and we cannot provide assurances that these weaknesses will be effectively remediated or that additional material weaknesses will not occur in the future.

If not remediated, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and the trading price of our common stock.

Changes in internal control over financial reporting.

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 ~~three~~six months ended ~~December~~March 31, ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On or about January 8, 2021, Periklis Papadopoulus, a former Director who was named as an additional Defendant in the HHE litigation, filed a counterclaim against the Company seeking indemnification for attorneys’ fees he incurred in obtaining his dismissal from the HHE litigation. Subsequent to September 30, 2021, the Company settled the counterclaim by agreeing to pay $41,914, with $15,000 payable on or about January 4, 2022 and the balance in sixteen monthly installments commencing June 4, 2022, each in the amount of $1,791. The settlement amount shall be reduced to $37,000 if it is paid prior to April 1, 2022, or $39,000 if paid before July 1, 2022. The Company agreed to entry of a judgment in the amount of $41,914 to secure payments under the settlement agreement. Upon payment of the settlement, Papadopoulos will provide the Company with a satisfaction of judgment. Subsequent to December 31, 2021, the Company made the initial payment of $15,000.26

23On or about January 8, 2021, Periklis Papadopoulus, a former Director who was named as an additional Defendant in the HHE litigation, filed a counterclaim against the Company seeking indemnification for attorneys’ fees he incurred in obtaining his dismissal from the HHE litigation. Subsequent to September 30, 2021, the Company settled the counterclaim by agreeing to pay $41,914, with $15,000 payable on or about January 4, 2022 and the balance in sixteen monthly installments commencing June 4, 2022, each in the amount of $1,791. The settlement amount shall be reduced to $37,000 if it is paid prior to April 1, 2022, or $39,000 if paid before July 1, 2022. The Company agreed to entry of a judgment in the amount of $41,914 to secure payments under the settlement agreement. Upon payment of the settlement, Papadopoulos will provide the Company with a satisfaction of judgment. During the three months ended March 31, 2022, but prior to April 1, 20122, the Company made payments totaling $37,000. This satisfied the judgment as of March 31, 2022 and the Company recorded a gain on settlement of debt of $4,914 during the three months ended March 31, 2022.

Item 1A. Risk Factors

Not required for smaller reporting companies.

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

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

Item 6. Exhibits

Exhibit No.		Description
31.1		Certification of Principal Executive Officer Pursuant to Rule 13a-14*
31.2		Certification of Principal Financial Officer Pursuant to Rule 13a-14*
32.1		CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act*
32.2		CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act*
101.INS		Inline XBRL Instance Document**
101.SCH		Inline XBRL Taxonomy Extension Schema**
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase**
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase**
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase**
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase**
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

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

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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: March 31, 2022	By:	/s/ Paul D. Jones
Date: May 23, 2022	By:	/s/ Paul D. Jones
		Paul D. Jones
		Paul D. Jones President (Duly Authorized Principal Executive Officer)
		President (Duly Authorized Principal Executive Officer)

	WELLNESS CENTER USA, INC.
Date: March 31, 2022	By:	/s/ Douglas W. Samuelson
Date: May 23, 2022	By:	/s/ Douglas W. Samuelson
		Douglas W. Samuelson
		Douglas W. Samuelson Chief Financial Officer and Principal Accounting Officer (Duly Authorized Principal Accounting Officer)
		Chief Financial Officer and Principal Accounting Officer (Duly Authorized Principal Accounting Officer)

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints severally Paul D. Jones, 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/ Calvin O’Harrow	Chief Executive Officer, Director	~~March~~May 3123, 2022
Calvin O’Harrow
/s/ Douglas W. Samuelson	Chief Financial Officer and Principal Accounting Officer	~~March~~May 3123, 2022
Douglas W. Samuelson
/s/ Paul D. Jones	Director, President	~~March~~May 3123, 2022
Paul D. Jones
/s/ Thomas E. Scott	Director, Secretary	~~March~~May 3123, 2022
Thomas E. Scott
/s/ William E. Kingsford	Director	~~March~~May 3123, 2022
William E. Kingsford
/s/ Roy M. Harsch	Director, Chairman	~~March~~May 3123, 2022
Roy M. Harsch

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Filing Compare · Wellness Center USA, Inc.