CREMA TRATTAMENTO PSORIASI OFFERTA -50% !

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Psorilax:Recensione |crema cbd psoriasi

CREMA TRATTAMENTO PSORIASI OFFERTA -50% !

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UNITO
STATI

TITOLI
E COMMISSIONE DI SCAMBIO

Washington,
D.C. 20549

MODULO
10-K

(Marchio
Uno)

(X) ANNUALE
    RELAZIONE A NORMA DELLA SEZIONE 13 O 15 (d) DELL'ATTO DI SCAMBIO DI TITOLI DEL 1934

Per
l'esercizio fiscale si è chiuso il 30 settembre 2019

() TRANSIZIONE
    RELAZIONE A NORMA DELLA SEZIONE 13 O 15 (d) DELL'ATTO DI SCAMBIO DI TITOLI DEL 1934

Per
il periodo di transizione da ___________ a ___________

BENESSERE
CENTER USA, INC
.

(Nome
dell'emittente di piccole imprese nella sua carta)

NEVADA 333-173216 27-2980395
(Stato
    o altra giurisdizione di
incorporazione o organizzazione)
Commissione
Numero file
(IRS
    Dipendente
Numero di identificazione.)

145
E. University Boulevard, Tucson, AZ 85705

(Indirizzo
dei principali uffici esecutivi)

(847)
925-1885

(Emittente
Numero di telefono)

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

(Ex
nome o indirizzo precedente, se modificato dall'ultimo rapporto)

valori
registrato ai sensi della Sezione 12 (b) dello Exchange Act:

Titolo
    di ogni classe registrata:
Nome
    di ogni scambio su cui registrato:
Nessuna Nessuna

valori
registrato ai sensi della Sezione 12 (g) dello Exchange Act:

Comune
Stock, valore nominale $ 0,001

(Titolo
di classe)

Indicare
con un segno di spunta se il dichiarante è un emittente stagionato noto, come definito nella Regola 405 del Securities Act. Sì ( )
No (X).

Indicare
con un segno di spunta se il dichiarante non è tenuto a presentare segnalazioni ai sensi della Sezione 13 o della Sezione 15 (d) della Legge. Sì ( )
No (X)

Indicare
con un segno di spunta se il dichiarante (1) ha archiviato tutti i rapporti che devono essere archiviati dalla Sezione 13 o 15 (d) della Borsa valori
Legge del 1934 nei 12 mesi precedenti (o per un periodo così breve che il dichiarante era tenuto a presentare tali rapporti),
e (2) è stato soggetto a tali requisiti di archiviazione negli ultimi 90 giorni. Si (X). No ( )

Indicare
con un segno di spunta se il dichiarante ha inviato per posta elettronica e pubblicato sul suo sito Web aziendale, se presente, ogni
Il file di dati interattivi deve essere presentato e pubblicato ai sensi della regola 405 del regolamento S-T (§229.405 del presente
capitolo) nei 12 mesi precedenti (o per un periodo così breve che il dichiarante era tenuto a presentare e pubblicare tale
File). Sì (X) No ().

Indicare
con un segno di spunta se la divulgazione di autori illeciti ai sensi dell'articolo 405 del regolamento S-K (§ 229.405 del presente capitolo) non è
contenuto nel presente documento, e non sarà contenuto, per quanto a conoscenza del dichiarante, in dichiarazioni definitive di procura o informazioni
incorporato per riferimento parte III del presente modulo 10-K o qualsiasi modifica del presente modulo 10-K. ().

Indicare
con un segno di spunta se il dichiarante è un filer accelerato di grandi dimensioni, un filer accelerato, un filer non accelerato o un più piccolo
società segnalante. Vedere le definizioni di “filer accelerato di grandi dimensioni”, “filer accelerato” e “più piccolo
società di segnalazione “nella regola 12b-2 dello Exchange Act.

Grande
    filer accelerato
() Accelerated
    filer
()
Non-accelerato
    filer
() Più piccolo
    società segnalante
(X)
(Fare
    non verificare se una società di reporting più piccola)

Indicare
con un segno di spunta se il dichiarante è una società di comodo (come definito nella Regola 12b-2 della Legge). Sì ( ).
No (X)


non esiste un mercato commerciale pubblico consolidato per le nostre azioni ordinarie.

Stato
il valore di mercato aggregato delle azioni ordinarie votanti e senza diritto di voto detenute da società non affiliate calcolato con riferimento al prezzo
al quale è stato venduto il capitale ordinario o l'offerta media e sono stati richiesti i prezzi di tale capitale ordinario, a partire dall'ultimo giorno lavorativo di
il trimestre fiscale completato più di recente dal dichiarante è terminato il 30 settembre 2019: $ 2.773.921.

Come
del 30 settembre 2019, il dichiarante aveva 107.497.077 azioni ordinarie emesse e in circolazione.

Documenti
Incorporato per riferimento
: Vedi punto 15.

TAVOLO
DI CONTENUTO

PARTE
io

Sfondo.

Benessere
Center USA, Inc. (“WCUI” o la “Società”) è stata costituita nel giugno 2010 ai sensi delle leggi dello Stato di
Nevada. Inizialmente ci siamo impegnati nel marketing e nella distribuzione di integratori sportivi e nutrizionali online. Successivamente ci siamo espansi in
ulteriori attività nel settore sanitario e medico attraverso acquisizioni, tra cui Psoria-Shield Inc. (“PSI”)
e StealthCo Inc. (“SCI”), d / b / a Stealth Mark, Inc.

Il
La società attualmente opera in due settori di attività: (i) distribuzione di fototerapia mirata Ultra Violet (“UV”)
dispositivi per dermatologia; e (ii) prodotti e servizi di autenticazione e crittografia. I segmenti sono condotti attraverso il nostro
consociate interamente controllate, PSI e SCI.

PSI

PSI
è stata costituita ai sensi delle leggi dello stato della Florida il 17 giugno 2009. Abbiamo acquisito tutte le azioni emesse e in circolazione
disponibile in PSI il 24 agosto 2012.

comune
Iniziative

Noi
condotto operazioni di PSI attraverso la Psoria Development Company LLC, una società a responsabilità limitata dell'Illinois (“PDC”), da
15 gennaio 2015 fino a ottobre 2018. PDC è stata una joint venture tra WCUI / PSI e The Medical Alliance, Inc., una società della Florida
( “TMA”). Il 15 novembre 2018, PSI e TMA hanno chiuso la joint venture PDC. Alla data di cessazione, il non controllo
la quota di interesse delle perdite accumulate nella joint venture è stata di $ 405.383. Durante l'anno conclusosi il 30 settembre 2019,
la Società ha cancellato la quota di partecipazione di minoranza delle perdite accumulate e ha registrato una perdita derivante dal deconsolidamento
di partecipazione di minoranza di $ 405.383.

Nel
Dicembre 2018, la Società e PSI hanno stipulato un accordo di joint venture con PSI GEN2 Funding, Inc., una società dell'Illinois
(“GEN2”), per sviluppare ulteriormente, commercializzare, concedere in licenza e / o vendere tecnologia e prodotti PSI. L'accordo di joint venture
prevede che l'impresa sia condotta attraverso NEO Phototherapy, LLC, una società a responsabilità limitata dell'Illinois (“NEO”),
con PSI e GEN2 a detenere quote associative che rappresentano rispettivamente il 50,5% e il 36,0%. Prevede un ulteriore
Il 13,5% di tali Unità sarà riservato per l'emissione a titolo di incentivo a dipendenti e consulenti chiave. PSI e GEN2 sono congiuntamente
gestire le operazioni quotidiane di NEO.

Secondo
all'accordo di joint venture, PSI contribuirebbe la tecnologia PSI a NEO in considerazione delle sue unità e GEN2 contribuirebbe
$ 700.000 per le sue unità. Una volta che NEO ha realizzato e trattenuto l'utile netto cumulativo / liquidità distribuibile per un importo di $ 300.000,
i successivi $ 700.000 di reddito netto cumulativo realizzato e trattenuto / liquidità distribuibile sarebbero distribuiti a GEN2. distribuzioni
da quel momento in poi verrebbero fatti a PSI, GEN2 e altri membri, se presenti, in proporzione alla rispettiva proprietà dell'unità
e secondo le modalità determinate di volta in volta dai gestori, a loro esclusiva discrezione.

Come
del 30 settembre 2019, le operazioni di NEO hanno richiesto finanziamenti superiori ai $ 700.000 inizialmente previsti dalla joint venture.
A partire da quella data, GEN2 aveva contribuito con $ 925.000 a NEO, per cui GEN2 ha ricevuto unità che rappresentano un totale cumulativo del 39,0%
proprietà di NEO. Unità aggiuntive che rappresentano una partecipazione del 10% in NEO sono state assegnate a un individuo come personale chiave
incentivo dalla riserva inizialmente stabilita per tali premi, senza ulteriori premi attualmente previsti. Di conseguenza, una volta
NEO ha realizzato e trattenuto l'utile netto cumulativo / liquidità distribuibile per un importo di $ 300.000, i successivi $ 975.000 realizzati
e l'utile netto cumulativo trattenuto / il denaro distribuibile sarebbe distribuito a GEN2. Le distribuzioni successivamente sarebbero fatte a
PSI, GEN2 e l'altro membro, in proporzione alla rispettiva proprietà dell'unità, nei tempi e secondo le modalità stabilite da
di volta in volta dai gestori, a loro esclusiva discrezione.

GEN2
i contributi a NEO sono stati derivati ​​dai suoi azionisti, che consistono in investitori accreditati e che includono diversi WCUI
funzionari e direttori, tra cui Calvin R. O’Harrow, Roy M. Harsch, William E. Kingsford, Douglas Samuelson, Paul D. Jones
e Thomas E. Scott. Gli azionisti di GEN2, compresi i suddetti funzionari e direttori di WCUI, condivideranno qualsiasi accumulato realizzato e trattenuto
reddito netto / denaro distribuibile che può essere distribuito a GEN2.

Come
del 30 settembre 2019, l'interesse della Società è stato adeguato al 51% della joint venture, GEN2 controllato al 39% e un'altra persona
controllato il restante 10%. La Società ha registrato la sua quota proporzionale di $ 471.750 a capitale aggiuntivo versato e $ 453.250
alla partecipazione di minoranza a partire da tale data. Durante l'esercizio chiuso al 30 settembre 2019, NEO ha registrato una perdita di $ 122.655 relativa
alle sue operazioni.

Psoria-Light

PSI
progetta, sviluppa e commercializza un dispositivo di fototerapia ultravioletta (“UV”) chiamato Psoria-Light. La luce della psoria
è designato per l'uso in fotochimica PUVA mirata e fototerapia UVB ed è progettato per trattare alcune condizioni della pelle tra cui
psoriasi, vitiligine, dermatite atopica (eczema), dermatite seborroica e leucoderma.

Psoriasi,
l'eczema e la vitiligine sono condizioni comuni della pelle che possono essere difficili da trattare e spesso causano al cliente un significativo psicosociale
fatica. I clienti possono sottoporsi a una varietà di trattamenti per affrontare queste condizioni della pelle, incluso il consumo sistemico di sistemico
e terapie farmacologiche biologiche che sono altamente tossiche, riducono la funzione del sistema immunitario sistemico e sono accompagnate da una miriade di chemioterapia
effetti collaterali. La fototerapia a ultravioletti (UV) è una modalità di trattamento alternativa validata clinicamente per questi disturbi.

tradizionalmente,
La fototerapia UV “non mirata” è stata somministrata da lampade che emettevano luce UVA o UVB per curare altre malattie e
pelle sana. Mentre le creme solari o altre barriere UV possono essere utilizzate per proteggere la pelle sana, i raggi UV somministrati in questo modo devono
essere a basso dosaggio per evitare un'eccessiva esposizione di tessuti sani. Oggi amministrano i dispositivi “mirati” di fototerapia UV
dosaggi di luce molto più elevati solo sul tessuto interessato, con conseguente “clearance” in caso di psoriasi ed eczema,
e “ripigmentazione” nel caso della vitiligine, a velocità molto più elevate rispetto ai trattamenti UV non mirati (basso dosaggio).

Mirati
I trattamenti UV vengono generalmente somministrati su aree della superficie corporea totale più piccole e vengono quindi utilizzati per il trattamento dei più intensi
parti della malattia di un cliente. Il trattamento UV non mirato viene in genere utilizzato come follow-up e per la manutenzione, in grado di
trattamento di grandi superfici del corpo. I dispositivi laser ad eccimeri (UVB a 308nm) sono costosi e consumano sostanze chimiche pericolose (Xenon
e cloro). I dispositivi con lampada al mercurio (UVB e / o UVA) richiedono regolarmente costose sostituzioni della lampada e richiedono uno smaltimento speciale
(a causa del contenuto di mercurio). Inoltre, i dispositivi con lampada al mercurio in genere forniscono lunghezze d'onda della luce inferiori a 300 nm. Mentre dentro
lo spettro UVB, è stato dimostrato che lunghezze d'onda inferiori a 300 nm producono significativamente più effetti collaterali di tipo “scottatura solare”
di lunghezze d'onda comprese tra 300 e 320 nm senza miglioramento del beneficio terapeutico.

Il
Psoria-Light è un dispositivo di fototerapia UV mirato che produce luce UVB tra 300 e 320 nm e luce UVA tra
350 e 395nm. Non richiede il consumo di sostanze chimiche pericolose o uno smaltimento ambientale speciale ed è conveniente
per i clinici, che dovrebbe comportare un maggiore accesso dei pazienti a questo tipo di trattamento. Ha diversi unici e avanzati
caratteristiche che riteniamo lo distingueranno dai dispositivi di fototerapia UV non mirati e mirati attualmente in uso
utilizzato da dermatologi e altri operatori sanitari. Queste caratteristiche includono quanto segue: l'utilizzo della banda stretta profonda
LED UVB (“NB-UVB”) come sorgenti luminose; la capacità di produrre lunghezze d'onda terapeutiche sia UVA che NB-UVB; un integrato
capacità di integrazione dei record client e fotocamera digitale ad alta risoluzione; la possibilità di esportare su un dispositivo di memoria USB esterno
un file PDF di informazioni sul trattamento che include un grafico in attesa di brevetto che include immagini digitali tracciate rispetto al tracciamento dell'utente
metriche che possono essere presentate per migliorare i rimborsi medici; una porta accessoria e possibilità di aggiornare il software; facilità di posizionamento
e portabilità; sensore di sicurezza per rilevamento sito di trattamento avanzato; supporto linguistico internazionale; una garanzia che include il
Lampade UV; e un registro di trattamento non modificabile (che non include informazioni HIPPA).

Il
Psoria-Light è composta da tre componenti: una console di base, un display a colori con controllo touchscreen e una consegna manuale
dispositivo con un condotto (o cavo) tra il dispositivo portatile e la console di base. Il PSI richiede l'autorizzazione da parte degli Stati Uniti
Food and Drug Administration (“FDA”) per commercializzare e vendere il dispositivo negli Stati Uniti, nonché il permesso da
TUV SUD America Inc., Organismo Notificato di PSI, per apporre il marchio CE su Psoria-Light al fine di commercializzare e vendere il dispositivo
nei paesi dell'Unione Europea.

Per
ottenere l'autorizzazione FDA e il permesso di apporre il marchio CE, PSI era tenuto a condurre test di sicurezza elettrica e EMC, che
è stato completato nel secondo trimestre del 2011. PSI ha ricevuto l'autorizzazione FDA l'11 febbraio 2011 (n. K103540) e gli è stata concessa l'autorizzazione
apporre il marchio CE il 10 novembre 2011. Nella sua domanda 510 (k) con la FDA (numero di domanda K103540), PSI ha affermato che
la Psoria-Light era “sostanzialmente equivalente” nell'uso e nella tecnologia previsti a due dispositivi predicati, l'X -Trac
Excimer Laser, che ha una vasta accettazione nella letteratura sulla fatturazione medica e ha una vasta base installata negli Stati Uniti e negli Stati Uniti
Dualight, un altro dispositivo di fototerapia UV mirato in competizione.

PSI
ha istituito un sistema di qualità conforme a ISO 13485 per Psoria-Light, che è stato verificato per la prima volta nel terzo trimestre del 2011.
Questo sistema ha lo scopo di garantire che i dispositivi PSI saranno fabbricati in un ambiente controllato e affidabile e che le sue risorse
seguire pratiche simili ed è richiesto per le vendite nei paesi che richiedono un marchio CE. PSI ha anche ricevuto la tecnologia spaziale certificata
designazione della Space Foundation, basata sull'incorporazione da parte di PSI della consolidata tecnologia LED finanziata dalla NASA.

PSI
ha iniziato la distribuzione di Psoria-Light Beta nel gennaio 2012. Attualmente è in perdita e non vi è alcuna garanzia che la sua attività
i piani e le strategie di sviluppo avranno mai successo. Il successo di PSI dipende dall'accettazione da parte degli operatori sanitari
e i clienti del trattamento Psoria-Light come metodo di trattamento preferito per la psoriasi e altre condizioni della pelle curabili ai raggi UV.
Il trattamento con Psoria-Light sembra essere stato benefico per i clienti, senza effetti collaterali dannosi dimostrabili o problemi di sicurezza,
come evidenziato da oltre 10.000 trattamenti completati su oltre 1.000 clienti, in patria e in Messico, dal 2012. In ordine
affinché la Società continui le operazioni di PSI, avrà bisogno di capitale aggiuntivo e dovrà coordinare con successo l'integrazione
delle operazioni di PSI senza influenzare materialmente e negativamente la continuazione e lo sviluppo di altre operazioni della Società.

SCI

SCI
è stata costituita ai sensi delle leggi dello stato dell'Illinois il 18 marzo 2014. SCI ha acquisito alcune attività di Stealth Mark in aprile
4, 2014 e opera come controllata al 100% della Società. È un fornitore di: a) Crittografia e autenticazione Stealth Mark
soluzioni che offrono tecnologie avanzate nei settori verticali della sicurezza e della gestione della catena di approvvigionamento (Microparticelle intelligenti),
e b) servizi avanzati di intelligence dei dati che offrono tecnologia proprietaria, senza precedenti e attuabile per industrie, aziende,
e agenzie su scala globale (ActiveDuty ™).

Intelligente
Le microparticelle

SCI
fornisce ai clienti una tecnologia di autenticazione all'avanguardia per la protezione di una vasta gamma di prodotti e marchi dalla contraffazione illecita
e attività di diversione. La sua tecnologia è applicabile a una vasta gamma di settori interessati dalla contraffazione, dalla diversione e
furto incluso, ma non limitato a, prodotti farmaceutici, difesa / aerospaziale, automobilistico, elettronica, tecnologia, consumatore e personale
prodotti per la cura, prodotti di design, bevande / alcolici e molti altri.

SCI
offre al cliente un sistema chiavi in ​​mano completo, semplice da usare, facile da implementare e conveniente che è estremamente difficile
compromettere. La tecnologia di SCI include una combinazione di software proprietario e microparticelle intelligenti che lo indicano
sono non duplicabili e non rilevabili per l'occhio umano. Questi taggant sono creati con materiali proprietari che creano unici
codici numerici che sono assegnati significato dal cliente e sono leggibili a macchina senza l'uso di terre rare o traccianti chimici.
Sono stati utilizzati in operazioni segrete e aperte con tecnologia facile da implementare e attività forensi sul campo
verifica del calibro.

Nel
Aprile 2018, la consociata della Società, SCI, ha concluso la licenza di un brevetto per la tecnologia di prossima generazione
Stealth Mark. Lavorando con i ricercatori degli Oak Ridge National Labs, il brevetto indica lo sviluppo di una nuova tecnologia
genererà un sistema di marcatura invisibile con attributi attualmente non disponibili nel mercato anticontraffazione oggi. Il
formula e tecniche sono state dimostrate attraverso test approfonditi per essere resistenti ai processi di produzione e possono essere utilizzate
una vasta gamma di materiali da tessuti e non tessuti, cartone, metallo, cemento, plastica, pelle, legno e carta. Nel
Inoltre, la complessità delle informazioni che possono essere codificate con il sistema rende difficile la contraffazione.

ActiveDuty ™

SCI di
I servizi di intelligence dei dati ActiveDuty ™ offrono una tecnologia unica, senza precedenti e utilizzabile per industrie, aziende e
agenzie su scala globale. Composto da una serie di potenti strumenti analitici, tra cui l'intelligenza artificiale e la psicologia sociale,
il servizio fornisce ai clienti informazioni tempestive e attuabili. ActiveDuty ™ è adattabile a un ampio spettro di illeciti
attività all'interno di settori sia privati ​​che pubblici quali, a titolo esemplificativo, contraffazione, traffico sessuale e di esseri umani, denaro
riciclaggio e una varietà di altri mercati.

Il
l'architettura algoritmica proprietaria di ActiveDuty ™ crea il primo meccanismo di reporting sistemico per offrire strategie
e risultati tattici supportati da un'intensa analisi mondiale dei modelli di comportamento umano. Il framework globale ActiveDuty ™
è di natura euristica, in grado di comprendere i big data attraverso lo spettro digitale e parla tutte le principali lingue. Fino al
ora, non esiste un sistema unificato in grado di misurare attivamente questo ciclo di vita che è un insieme discreto e apparentemente
comportamenti casuali di criminali ovunque all'interno del dominio digitale. I criminali cambiano la loro identità ma non i loro comportamenti di base.

SCI
inizialmente è stato gestito da Ricky Howard, che ha maturato oltre trent'anni di esperienza nella gestione delle operazioni e posizioni dirigenziali
in una varietà di settori che vanno dalle start-up imprenditoriali alle aziende Fortune 500. Ha svolto un ruolo fondamentale nel portare
le capacità dell'azienda al suo stato attuale, compresa la progettazione e la creazione delle sue capacità produttive, l'implementazione
del suo inventario ERP controlla il sistema, lo sviluppo di software e hardware, i processi di marketing e materiali di vendita e tutti i giorni
procedure e processi operativi. Nel novembre 2018, il signor Howard è morto improvvisamente e il signor O’Harrow ha assunto le operazioni
delle attività di SIC su base temporanea.

proposto
Condividi Exchange

Su
Il 3 settembre 2019, il nostro Consiglio ha approvato all'unanimità, previa approvazione degli azionisti, l'esecuzione e la consegna di un'Azione proposta
Accordo di scambio relativo allo scambio di azioni e al trasferimento di determinate attività di SCI a DTI Holdings, Inc. (“DTI”)
ai sensi dei termini e delle condizioni di un memorandum di accordo che prevede, tra l'altro, quanto segue:

DTI
    pagherà alla Società $ 500.000 dopo l'esecuzione di un accordo di scambio di azioni definitivo (“Accordo di scambio di azioni”)
    che le parti si impegneranno a negoziare ed eseguire il più rapidamente possibile e non oltre il 15 ottobre 2019.
DTI
    pagherà alla Società ulteriori $ 500.000 entro sette giorni dalla data di completamento del trasferimento di tutte le attività
    e / o piena proprietà di SCI a DTI, con tale data entro 120 giorni dall'esecuzione del Contratto di Borsa.
DTI
    emetterà alla Società 3.112.000 azioni di azioni ordinarie DTI e garantirà che il valore delle 3.112.000 azioni di
    Le azioni ordinarie DTI avranno un valore di almeno $ 4,50 per azione ($ 14,004,000, in totale), al 31 dicembre 2021.
Per
    nella misura in cui il valore delle azioni ordinarie DTI, al 31 dicembre 2021, è inferiore a $ 4,50 per azione ($ 14.004.000, in
    l'aggregato), DTI emetterà ulteriori quote di azioni ordinarie DTI, al valore di mercato equo allora attuale, per un importo
    sufficiente a far sì che il valore complessivo risultante di tutte le azioni ordinarie DTI emesse alla Società sia di $ 14.004.000,
    nel complesso.
DTI
    assegnerà le attività trasferite da SCI, inclusi marchi, proprietà intellettuali e brevetti, alla sua controllata,
    Femtobitz, Inc., una società del Delaware, e pagherà alla Società l'1% delle entrate lorde annuali derivanti o relative a
    operazione di Femtobitz, Inc.
Su
    chiusura della borsa valori, il Presidente della Società sarà nominato membro del consiglio consultivo di DTI e un consiglio
    membro di Femtobitz, Inc.

Il
3.112.000 azioni di azioni ordinarie DTI che ci saranno emesse in cambio di tutte le nostre azioni ordinarie SCI rappresenteranno un
minoranza delle azioni emesse e in circolazione delle azioni ordinarie DTI alla data di emissione. Le azioni DTI saranno emesse in
affidamento all'esenzione dagli obblighi di registrazione ai sensi del Securities Act del 1933, come modificato (i “Titoli
Legge “), in conformità con la Sezione 4 (2) e il Regolamento D di seguito. Pertanto, tali azioni non possono essere offerte o vendute da
a meno che non siano registrati ai sensi del Securities Act o qualificati per un'esenzione dai requisiti di registrazione ai sensi del
Legge sui titoli.

Come
del 18 settembre 2019, gli azionisti che detengono la maggioranza delle nostre azioni ordinarie in circolazione hanno approvato la borsa valori e il
La società ha avviato discussioni e trattative con DTI, che sono attualmente in corso alla data del presente deposito. Non ci può essere
la garanzia che la transazione proposta sarà conclusa con successo nei termini descritti o in eventuali termini alternativi che potrebbero
essere proposto di seguito.

brevetti,
Marchi, franchising, concessioni, accordi di royalty o contratti di lavoro

PSI
ha ricevuto l'autorizzazione FDA per Psoria-Light l'11 febbraio 2011 (n. K103540) e gli è stato concesso il permesso di apporre il marchio CE
per la Psoria-Light nel quarto trimestre del 2011.

del PSI
il fondatore e il precedente presidente hanno presentato una domanda di brevetto provvisoria relativa a determinati aspetti della tecnologia che intendiamo
utilizzare nello sviluppo e nella commercializzazione di Psoria-Light, tra cui ergonomia palmare, piattaforma emettitore e LED
disposizioni, metodi per il rilevamento del sito di trattamento, metodi di raffreddamento, visualizzazione di informazioni utili, raccolta di immagini digitali
e correlazione grafica a metriche quantitative e progetti di console di base. Sono state presentate due domande di brevetto non provvisorie
reclamare la data di deposito precedente della domanda provvisoria iniziale.

Il
la prima applicazione non provvisoria descrive un sensore di distanza unico situato sulla punta del manipolo Psoria-Light, che
rileva il sito di trattamento in base a un campo proiettato. Il sensore può rilevare superfici elettrolitiche / conduttive, come la pelle umana,
senza richiedere alcun contatto elettrico fisico o diretto. Inoltre, il sensore unico può rilevare il sito di trattamento in qualsiasi momento
sulla punta del manipolo e senza causare alcuna attenuazione dell'emissione terapeutica di luce UV.

Il
la seconda applicazione non provvisoria descrive l'integrazione e l'uso di una fotocamera digitale nella Psoria-Light, inclusa la posizione
della fotocamera digitale e come e quando viene utilizzata per corrispondere comodamente alle routine di trattamento della vita reale, come vengono visualizzate le immagini
e catturato nella memoria, e viene illustrato il modo in cui le immagini sono organizzate nelle cartelle dei pazienti. Inoltre, il secondo non provvisorio
l'applicazione descrive l'inclusione di variabili definite dal medico, come i punteggi relativi alla qualità della vita relativi alla salute e il loro posizionamento
in una disposizione grafica relativa alle immagini del sito di trattamento.

Tutti e due
la domanda di brevetto provvisorio iniziale e le due domande di brevetto non provvisorio sono di proprietà dell'ex presidente di PSI,
che ha concesso a PSI la sola ed esclusiva licenza perpetua, mondiale, pagata, esente da royalty ai sensi della clausola provvisoria iniziale
domanda di brevetto, eventuali domande di brevetto non provvisorie da lui presentate che riguardano la tecnologia descritta nel provvisorio iniziale
domanda di brevetto e relativo know-how, dati tecnici e miglioramenti per sviluppare e commercializzare Psoria-Light.

del PSI
l'ex presidente ha presentato una seconda domanda di brevetto provvisorio contenente concetti per il miglioramento dei pacchetti di microelettronica
e soluzioni di gestione termica, il miglioramento dei dispositivi portatili di fototerapia in generale (utilizzati su esseri umani, animali,
o piante, o utilizzati su oggetti inanimati) e la sostituzione dei dispositivi di terapia laser con dispositivi a LED. Il PSI ha ottenuto la suola
e licenza perpetua esclusiva, mondiale, pagata, esente da royalty nell'ambito di questa seconda domanda di brevetto provvisorio, qualsiasi
domande di brevetto relative alla tecnologia descritta nella seconda domanda di brevetto provvisoria e relativo know-how, tecnico
dati e miglioramenti per sviluppare e commercializzare Psoria-Light.

Nel
Oltre a quanto precede, Stealth Mark ha dedicato notevoli sforzi e risorse per sviluppare e far progredire la sicurezza delle microparticelle
tecnologie a supporto delle sue attività commerciali. Viene mantenuta la protezione della proprietà intellettuale del Marchio Stealth acquisito
attraverso una combinazione di brevetti, marchi e segreti commerciali costituiti da quanto segue:

Brevetto U.S. Rilasciato “Titolo” –
    Sommario
N. 6.647.649 18 novembre 2003 “Sistemi taggant microparticelle”
– Generazione di codici di microparticelle da
    segni contenenti microparticelle crittografate.
N. 7.720.254 18 maggio 2010 “Lettore automatico di microparticelle”
– Lettori automatici per l'interrogazione
    Segni di microparticelle.
No. 7.831.042 9 novembre 2010 “Autenticazione tridimensionale del marchio di microparticelle
– Convalida di
    Natura 3D del marchio di microparticelle per proteggere dalla contraffazione del marchio.
N. 7.885.428 8 febbraio 2011 “Lettore automatico di microparticelle”
– Lettori automatici per l'interrogazione
    segni di microparticelle (protezione ampliata).
No. 8.033.450 11 ottobre 2011 “Codici di espressione per segni di microparticelle basati su stringhe di firma”

    Generazione di codici di espressione (“impronte digitali”) univoci per ciascun marchio di microparticelle per proteggere dalla contraffazione
    di marchi.
No. 8.223.964 17 luglio 2012 “Autenticazione tridimensionale del marchio di microparticelle
– Convalida di
    Natura 3D del marchio di microparticelle per protezione dalla contraffazione di marchi (protezione ampliata).

Europa

WO / EP
                                         Brevetto

Rilasciato “Titolo” –
    Sommario
Appl. No. 07753043.4 in attesa di “Codici di espressione per segni di microparticelle basati su stringhe di firma”

    Generazione di codici di espressione (“impronte digitali”) univoci per ciascun marchio di microparticelle per proteggere dalla contraffazione
    di marchi.
Appl. No. 07753034.3 in attesa di “Autenticazione tridimensionale del marchio di microparticelle
– Convalida di
    Natura 3D del marchio di microparticelle per proteggere dalla contraffazione del marchio.
marchi genere paesi
Invisibile
    marchio®
Registrato stati Uniti
comunità Europea
Australia
StealthFire Non registrato stati Uniti
comunità Europea
ActiveDuty ™ Non registrato stati Uniti

Commercio
Segreti

Invisibile
Contrassegnare le tecnologie e le capacità proprietarie mantenute come segreti commerciali includono, ma non sono limitati a:

Micro-particelle
                                         Produzione
Micro-particelle
                                         Sistemi di colore
Tecnologia
                                         avanzamenti che forniscono miglioramenti nelle prestazioni del lettore automatico
Software
                                         soluzioni a supporto delle soluzioni di sicurezza delle microparticelle
algoritmi,
                                         intelligenza artificiale e tecnologie legate alla Data Intelligence

Noi
valuterà la necessità di ulteriori domande di brevetto, marchio commerciale o copyright, franchising, contratti di concessione concessioni
o contratti di lavoro su base continuativa.

Un
l'investimento nei nostri titoli comporta un livello di rischio eccezionalmente elevato ed è di natura estremamente speculativa. I rischi descritti
di seguito sono quelli che riteniamo più importanti da prendere in considerazione. Questi rischi non sono gli unici che dobbiamo affrontare. Se eventi
previsto da uno dei seguenti rischi effettivamente presenti, la nostra attività, i risultati operativi o le condizioni finanziarie potrebbero risentirne
e il prezzo delle nostre azioni ordinarie potrebbe diminuire.

NOI
ABBIAMO RICEVUTO UN PARERE DI INTERESSE IN CORSO DA PARTE DEI NOSTRI REVISORI E SIAMO ATTUALMENTE ATTENTATI IN PERDITA, CHE AUMENTA UN DUBBIO SOSTANZIALE
SULLA NOSTRA CAPACITÀ DI CONTINUARE COME INTERESSANTE.

Noi
hanno ricevuto un parere “Preoccupante” dai nostri revisori. Come indicato nel documento finanziario consolidato di accompagnamento
dichiarazioni, la Società aveva un deficit accumulato al 30 settembre 2019 e una perdita netta e liquidità netta utilizzata nelle attività operative
per l'anno fiscale quindi terminato. Questi fattori sollevano sostanziali dubbi sulla capacità della Società di continuare a seguire
preoccupazione.

Il
La società sta tentando di generare entrate sufficienti; tuttavia, la posizione in contanti della Società potrebbe non essere sufficiente
per supportare le operazioni quotidiane della Società. Mentre la Società crede nella fattibilità della sua strategia per generare sufficiente
entrate e nella sua capacità di raccogliere fondi aggiuntivi, non ci possono essere garanzie in tal senso. La capacità dell'azienda di
continuare poiché una preoccupazione continua dipende dalla capacità della Società di attuare ulteriormente il proprio piano aziendale e generare
entrate sufficienti.

IT
È PIÙ PROBABILE CHE ABBIAMO BISOGNO DI RICERCA DI FINANZIAMENTI AGGIUNTIVI ATTRAVERSO UN'OFFERTA PRIVATA FUTURA SUCCESSIVA DEI NOSTRI TITOLI.

Perché
la Società non ha attualmente accordi di finanziamento e potrebbe non essere in grado di garantire condizioni favorevoli per finanziamenti futuri,
la Società potrebbe dover raccogliere capitali attraverso la vendita delle sue azioni ordinarie. Ne conseguirà la vendita di ulteriori titoli azionari
in diluizione ai nostri azionisti.

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

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

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

Noi
rely upon the current executive management of PSI and SCI to operate their respective business operations. Employment agreements
with any key management personnel will not guarantee that any such personnel will remain affiliated with us.

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

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

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

il
    ability to obtain access to or persuade adequate numbers of healthcare providers or clients to purchase and use their respective
    products and services;
il
    ability to recruit, properly motivate, retain, and train adequate numbers of qualified sales and marketing personnel;
il
    costs associated with hiring, training, maintaining, and expanding an effective sales and marketing team; e
assuring
    compliance with applicable government regulatory requirements.

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

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

Nessuna
of our subsidiaries has any prior experience with commercializing their respective products and services. To successfully commercialize
their products and services we will need to establish and maintain sophisticated sales and marketing teams. Experienced sales
representatives may be difficult to locate and retain, and all new sales representatives will need to undergo extensive training.
There is no assurance that we will be able to recruit and retain sufficiently skilled sales representatives, or that any new sales
representatives will ultimately become productive. If we are unable to recruit and retain qualified and productive sales personnel,
our ability to commercialize our products and services, and to generate revenues, will be impaired, and our business will be harmed.

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

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

established
    service and product lines with proven results;
brand
    awareness;
name
    recognition;
established
    product acceptance by healthcare providers and clients;
established
    relationships with healthcare providers and clients;
integrated
    distribution networks; e
greater
    financial resources for product development, sales and marketing, and patent litigation.

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

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

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

il
    diversion of management’s time and attention from our business and operations;
il
    expenditure of large amounts of cash on legal fees, expenses and payment of settlements or damages;
decreased
    demand for our products and services; e
negative
    publicity and injury to our reputation.

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

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

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

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

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

lack
    of day-to-day control over the activities of third-party distributors;
third-party
    distributors may not fulfill their obligations to us or otherwise meet our expectations;
third-party
    distributors may terminate their arrangements with us on limited or no notice or may change the terms of these arrangements
    in a manner unfavorable to us for reasons outside of our control; e
disagreements
    with our distributors could require or result in costly and time-consuming litigation or arbitration.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

prevent
    others from successfully challenging the validity or enforceability of our issued, pending, or licensed patents (if any);
prevent
    others from infringing upon, our issued, pending, or licensed patents (if any) and our other proprietary rights;
operate
    our business, including the production, sale and use of the Psoria-Light, SCI encryption products, and any other products,
    without infringing upon the proprietary rights of others;
successfully
    enforce our rights to issued, pending, or licensed patents (if any) against third parties when necessary and appropriate;
    e
obtain
    and protect commercially valuable patents or the rights to patents both domestically and abroad.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

WE
DO NOT PAY DIVIDENDS ON OUR COMMON STOCK.

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

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 2019, in favor of
its present facilities in Tucson AZ, which are provided by a shareholder on a rent-free basis. The Company expects that the property
will be subleased or a settlement with the landlord will be reached at an amount significantly less than the remaining payment
obligations. During the year ended September 30, 2019, the Company recorded an accrual for the estimated potential settlement
and wrote-off its $15,000 security deposit relating to the lease.

Through
January 2019, PSI’s offices were located at 6408 West Linebaugh Avenue, Suite 103, Tampa, Florida, 33625. PSI’s telephone
number is (866) 725-0969. In February 2019, PSI entered into a non-cancellable lease agreement to lease its office facilities
located at 409 Mandeville Street, Utica, New York, 13502. The term of the lease is for two years and expires February 8, 2021,
with monthly base rent of $1,800.

Through
December 31, 2019, SCI offices were located at 273 Midway Lane, Oak Ridge, Tennessee 37830. On January 6, 2020, the Company entered
into an agreement with the owners to terminate the agreement effective January 1, 2020. Under the agreement, the Company agreed
to pay $11,000 and abandon certain Company property to the owners as documented in the agreement.

ITEM
    3.
LEGAL
    PROCEEDINGS

Il
Company is periodically engaged in legal proceedings arising from and relating to its business operations. We currently are not
involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations.
There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory
organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened
against or affecting our Company, our common stock, any of our subsidiaries or of our Company’s or our subsidiaries’
officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect on our financial
condition or results of operations. However, we recently decided to attempt to preserve revenue and reduce operating expenses
through actions including, but not limited to, facilities consolidation and staff reductions, which we hope 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, we have negotiated settlement of all but $89,301.87 in ex-employee wage and benefits claims, with agreement
to pay such remaining amount, together with interest at the rate of 4% per annum on the principal amount from time to time outstanding,
when and as cash flow permits. One of the employees claims additional amounts due for certain statutory damages under the Illinois
Wage Payment and Collection which currently could exceed $21,600.00 and would increase at the rate of 2% of the wages due per
month plus attorneys’ fees if the employee elects to file suit for a violation of the Act and is successful in obtaining
a judgment on his claim.

In
periodic reports the Company disclosed that on May 25, 2017, the SEC’s Chicago Regional Office informed it that it had made
a preliminary determination to recommend filing of an enforcement action against the Company and its CEO based on possible violations
of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 17(a) of the Securities Act, and Section 15(a) of
the Exchange Act. Subsequent discussions resulted in the submission of an Offer of Settlement (“Settlement”) through
an administrative cease and desist action on November 17, 2017, which was accepted by the SEC on April 12, 2018, as disclosed
on Form 8K filed April 18, 2018. Pursuant to the Settlement, the Company neither admitted nor denied any of the allegations, but
was enjoined from violating the above-referenced Sections and Rule. The Settlement imposed no financial penalties or sanctions
against the Company.

Il
Form 8K also disclosed that on April 13, 2018, the SEC filed a separate complaint against the CEO in the U.S. District Court for
the Northern District of Illinois, asserting the allegations noted above, as well as allegations that he manipulated the price
of company shares through undisclosed trading, realizing more than $130,000 from such trading. On the date of filing, the CEO
voluntarily resigned as an officer and director of the Company. Without admitting or denying the allegations, the CEO consented
to the entry of the judgment, which was entered on September 26, 2018 by the U.S. District Court for the Northern District of
Illinois. The judgment permanently enjoined him from violating the anti-fraud provisions of Section 17(a) of the Securities Act
of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and the broker registration provisions
of Section 15(a) of the Exchange Act. It also bars him from serving as an officer or director of a public company and from participating
in penny stock offerings, and ordered disgorgement and interest and penalties to be determined by the court.

On
January 31, 2019, the former CEO was terminated and his service as Director of Business Development ceased as of that date.

ITEM
    4.
MINE
    SAFETY DISCLOSURES.

Not
applicable.

PART
II

ITEM
    5.
MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

No
Public Market for Our Common Stock

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

Common
Stock

During
the year ended September 30, 2016, the Company was authorized by its Articles of Incorporation to issue up to 75,000,000 shares
of common stock, par value $0.001 per share. Holders of shares of common stock have full voting rights, one vote for each share
held of record. Shareholders are entitled to receive dividends as may be declared by the Board out of funds legally available
therefore and share pro rata in any distributions to shareholders upon liquidation. Shareholders have no conversion, pre-emptive
or subscription rights. All outstanding shares of common stock are fully paid and non-assessable. During the year ended September
30, 2017, the Company amended its Articles of Incorporation to authorize it to issue up to 185,000,000 shares of common stock,
par value $0.001 per share, through a filing of a Certificate of Amendment on January 12, 2017. As of September 30, 2018, there
were 100,952,569 shares of common stock issued and outstanding.

On
September 3, 2019, the Company’s Board of Directors unanimously approved the amendment of its Articles of Incorporation
to increase the total authorized capital stock from 185,000,000 common shares to 200,000,000 common shares. As of September 18,
2019, holders of a majority of the outstanding shares of voting capital stock executed written stockholder consents approving
this action. As of September 30, 2019, there were 107,497,077 shares of common stock issued and outstanding.

Preferred
Stock

Il
Company does not have any Preferred Stock authorized.

Dividends

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

Options

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

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

Come
of September 30, 2019 and 2018, 15,237,738 and 17,946,667 shares, respectively, were outstanding under the 2010 Option Plan.

Transfer
Agent and Registrar

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

ITEM
    7.
MANAGEMENT’S
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS.

Inoltrare
Looking Statements

Except
for historical information, the following Plan of Operation contains forward-looking statements based upon current expectations
that involve certain risks and uncertainties. Such forward-looking statements include statements regarding, among other things,
(a) our projected sales and profitability, (b) our growth strategies, (c) anticipated trends in our industry, (d) our future financing
plans, (e) our anticipated needs for working capital, (f) our lack of operational experience and (g) the benefits related to ownership
of our common stock. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations,
are generally identifiable by use of the words “may,” “will,” “should,” “expect,”
“anticipate,” “estimate,” “believe,” “intend,” or “project” or the
negative of these words or other variations on these words or comparable terminology. This information may involve known and unknown
risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different
from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements
may be found under “Management’s Discussion and Analysis or Plan of Operations” and “Description of Business,”
as well as in this Report generally. Actual events or results may differ materially from those discussed in forward-looking statements
as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters
described in this 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.

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

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

Background.

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.

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

risultati
of Operations for the year ended September 30, 2019 compared to the year ended September 30, 2018

Revenue
and Cost of Goods Sold

Revenue
for the years ended September 30, 2019 and 2018 was $33,375 and $213,723, respectively. The decrease of $180,348 in 2019 was primarily
due to the decrease in sales in the Authentication and Encryption segment.

Costo
of sales for the years ended September 30, 2019 and 2018 was $20,025 and $79,960, respectively. Gross profit for the years ended
September 30, 2019 and 2018, was $13,350 and $133,763, respectively. The gross profit decrease of $120,413 in 2019 was primarily
due to the decrease in sales.

Operating
Expenses

Operating
expenses for the years ended September 30, 2019 and 2018 was $1,779,934 and $2,226,362, respectively. The decrease in operating
expenses of $446,428 was due to the decrease in operating expenses at SCI and at the corporate segment, offset by the increase
in operating expenses at the Medical Device segment. The decrease in expenses at the corporate segment primarily related to the
decrease in stock compensation expenses. Stock compensation expenses totaled to $300,925 and $612,503 during the years ended September
30, 2019 and 2018, respectively.

Other
Expenses

Other
expenses during the year ended September 30, 2019 consisted of $72,078 of amortization of debt discount, $182,064 of financing
costs and $25,298 of interest expense, totaling to $279,440.

Other
expenses during the year ended September 30, 2018 consisted of $318,038 of amortization of debt discount, $158,400 relating to
a loss on the modification of the conversion price on a convertible note payable, $5,445 relating to a loss on the modification
of the exercise price on warrants in connection with the convertible note payable, $891,583 of financing costs, and $27,354 of
interest expense. Total other expenses totaled to $1,400,820.

Net
Loss

Our
net loss for the years ended September 30, 2019 and 2018 was $2,046,024 and $3,493,419, respectively. The decrease in the net
loss of $1,447,395 was primarily due to the decrease in operating expenses of $446,428 in 2019, and the decrease in total other
expenses in 2019 of $1,121,380.

Segment
Information

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.

Il
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.

(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.

Il
detailed segment information of the Company is as follows:

Operations
by Segment

For the Year Ended
September 30, 2019
Corporate Medical Devices Authentication
and Encryption
Total
Sales:
Trade $ $ $ 19,508 $ 19,508
Consulting services 13,867 13,867
Total Sales 33,375 33,375
Cost of goods sold 20,025 20,025
Gross profit 13,350 13,350
Operating expenses 782,961 641,236 355,737 1,779,934
Loss from operations $ (782,961 ) $ (641,236 ) $ (342,387 ) $ (1,766,584 )

Operations
by Segment

For the Year Ended
September 30, 2018
Corporate Medical Devices Authentication
and Encryption
Total
Sales:
Trade $ $ 45,000 $ 95,023 $ 140,023
Consulting services 73,700 73,700
Total Sales 45,000 168,723 213,723
Cost of goods sold 79,960 79,960
Gross profit 45,000 88,763 133,763
Operating expenses 1,179,937 224,196 822,229 2,226,362
Loss from operations $ (1,179,937 ) $ (179,196 ) $ (733,466 ) $ (2,092,599 )

Revenue
for the Medical Devices segment for the year ended September 30, 2018 was $45,000. There was no revenue for the Medical Devices
segment for the year ended September 30, 2019. The decrease of $45,000 was due to the decrease in sales of their Psoria-Light
devices. There were no cost of sales for the years ended September 30, 2019 and 2018, as their inventory had been written-off
in previous years. Gross profit for the year ended September 30, 2018 was 45,000. The decrease in gross profit of $45,000 in 2019
was due to the decreased sales in 2019. Operating expenses for the years ended September 30, 2019 and 2018 was $641,236 and $224,196,
respectively. The increase in operating expenses of $417,040 in 2019 was due primarily to the increase in R&D expenses, consulting
fees and contract labor. The loss from operations for the years ended September 30, 2019 and 2018 was $641,236 and $179,196, respectively.

Revenue
for the Authentication and Encryption segment for the years ended September 30, 2019 and 2018 was $33,375 and $168,723, respectively.
The decrease of $135,348 was due to the decrease in trade sales and consulting services. Cost of goods sold for the years ended
September 30, 2019 and 2018 was $20,025 and $79,960, respectively. Gross profit for the years ended September 30, 2019 and 2018
was $13,350 and $88,763, respectively. The decrease in gross profit of $75,413 was primarily due to the decrease in sales. Operating
expenses for the years ended September 30, 2019 and 2018 was $355,737 and $822,229, respectively. The decrease in operating expenses
of $466,492 was due primarily to the decrease in labor costs, consulting costs and professional fees in 2019. The loss from operations
for the years ended September 30, 2018 and 2017 was $342,387 and $733,466, respectively.

Il
Corporate segment primarily provides executive management services for the Company. Operating expenses for the years ended September
30, 2019 and 2018 was $782,961 and $1,179,937, respectively. The decrease in operating expenses in 2019 of $396,976 was primarily
due to the decrease in stock compensation expenses. The loss from operations for the years ended September 30, 2019 and 2018 was
$782,961 and $1,179,937, respectively.

Liquidity
and Capital Resources

Il
accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization
of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying
consolidated financial statements, the Company has not yet generated significant revenues and has incurred recurring net losses.
During the year ended September 30, 2019, the Company incurred a net loss of $2,046,024 and used cash in operations of $1,219,313,
and had a shareholders’ deficit of $1,083,994 as of September 30, 2019. 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.

A
September 30, 2019, the Company had cash on hand in the amount of $53,147. Management estimates it has sufficient cash to operate
through February 2020. The ability to continue as a going concern is dependent on the Company attaining and maintaining profitable
operations in the future and raising additional capital soon to meet its obligations and repay its liabilities arising from normal
business operations when they come due. Since inception, we have funded our operations primarily through equity and debt financings
and we expect to continue to rely on these sources of capital in the future. During the year ended September 30, 2019, the Company
received $1,293,250 through loans payable from officers and shareholders, the sale of its common stock, and from contributions
of capital by a joint venture partner. Subsequent to September 30, 2019, the Company received additional advances from shareholders
of $310,000 (see Note 13).

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

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

Comparison
of years ended September 30, 2019 and 2018

Come
of September 30, 2019, we had $53,147 in cash, negative working capital of $1,085,556 and an accumulated deficit of $25,383,138.

Come
of September 30, 2018, we had $4,210 in cash, negative working capital of $844,539 and an accumulated deficit of $22,974,740.

Cash
flows used in operating activities

During
the year ended September 30, 2019, we used cash flows in operating activities from continuing operations of $1,219,313, compared
to $1,037,073 used in the year ended September 30, 2018. During the year ended September 30, 2019, we incurred a net loss of $2,046,024
and had non-cash expenses of $700,153, compared to a net loss of $3,493,419 and non-cash expenses of $2,099,776 during the year
ended September 30, 2018.

Cash
flows used in investing activities

During
the years ended September 30, 2019 and 2018, we had no cash flows from investing activities.

Cash
flows provided by financing activities

During
the year ended September 30, 2019, we had proceeds from loans payable from officers and shareholders of $358,250, from the sale
of common stock and warrants of $10,000 and proceeds of $925,000 from contributions of capital by its joint venture partner. Il
Company used cash to repay loans payable from officers and shareholders of $25,000. During the year ended September 30, 2018,
we had proceeds from loans payable from officers and shareholders of $434,500, from convertible notes payable of $250,000, from
the sale of common stock and warrants of $177,000, and from the exercise of stock warrants of $170,914. We used cash to repay
loans payable from officers and shareholders of $20,500.

Off-Balance
Sheet Arrangements

Noi
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.

Employees

Noi
currently employ our executive officers and PSI has several independent contractors.

Sommario
of Significant Accounting Policies.

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

ITEM
                                         7A.
QUANTITATIVE
                                         AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not
applicable to a smaller reporting company.

ITEM
                                         8.
FINANCIAL
                                         STATEMENTS AND SUPPLEMENTARY DATA

Our
consolidated financial statements are contained in pages F-1 through F-21 which appear at the end of this annual report.

ITEM
                                         9.
CHANGES
                                         IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM
                                         9A.
CONTROLS
                                         AND PROCEDURES

Evaluation
of Disclosure Controls and Procedures

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

Il
Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief
Executive Officer (“CEO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined
under Rule 13a-15(e) under the Exchange Act) as of September 30, 2019, the end of the period covered by this report. Based upon
that evaluation, the Company’s CEO concluded that the Company’s disclosure controls and procedures are not effective
at the reasonable assurance level due to the material weaknesses described below:

1.
The lack of an independent audit committee and the
lack of internal personnel necessary to provide accurate and timely
regulatory filings.

2.
The Company does not have written documentation of its internal
control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section
404 of the Sarbanes-Oxley Act which is applicable to the Company. Management evaluated the impact of its failure to have written
documentation of its internal controls and procedures on its assessment of its disclosure controls and procedures and has concluded
that the control deficiency that resulted represented a material weakness.

3.
The Company does not have sufficient segregation of duties within
its accounting functions, which is a basic internal control. Due to its size and nature, segregation of all conflicting duties
may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions,
the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the
impact of its failure to have segregation of duties on its assessment of its disclosure controls and procedures and has concluded
that the control deficiency that resulted represented a material weakness.

4.
The Company does not have sufficient segregation of duties so
that one person can initiate, authorize and execute transactions.

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

Management’s
Report on Internal Control over Financial Reporting

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

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

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

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

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

Come
of the end of our most recent fiscal year, management assessed the effectiveness of our internal control over financial reporting
based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance
on conducting such assessments. Based on that evaluation, they concluded that, as of September 30, 2019, such internal
control over financial reporting was not effective. This was due to deficiencies that existed in the design or operation of our
internal control over financial reporting that adversely affected our internal controls and that may be considered to be material
weaknesses.

Il
matters involving internal control over financial reporting that our management considered to be material weaknesses under the
standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a
majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective
oversight in the establishment and monitoring of required internal controls and procedures; and (2) inadequate segregation of
duties consistent with control objectives of having segregation of the initiation of transactions, the recording of transactions
and the custody of assets. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection
with the review of our financial statements as of September 30, 2019.

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

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

Management’s
Remediation Initiatives

In
response to the above identified weaknesses in our internal control over financial reporting, we plan to work on documenting in
writing our internal control policies and procedures and implement sufficient segregation of duties within our accounting functions,
so that one person cannot initiate, authorize and execute transactions, and so that one person cannot record transactions in the
accounting records without sufficient review by a separate person. We do not have a specific timeline within which we expect to
conclude these remediation initiatives but do expect it to be an on-going process for the foreseeable future. We continue to evaluate
testing of our internal control policies and procedures, including assessing internal and external resources that may be available
to complete these tasks, but do not know when these tasks will be completed.

Our
CEO and CFO, along with other Board members, are and will be active participants in these remediation processes. We believe the
steps taken to date have improved the effectiveness of our internal control over financial reporting.

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 fourth quarter of our fiscal year 2019 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.

PART
III

ITEM
                                         10.
DIRECTORS,
                                         EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Directors,
Executive Officer and Control Persons

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

Nome Age Position Data
Calvin R. O’Harrow 70 Chief Executive Officer, Chief Operating Officer, Director May 2018
Douglas W. Samuelson 60 Chief Financial Officer Feb 2018
Paul D. Jones 75 Director, President Dec 2017
Thomas E. Scott 62 Director, Secretary Dec 2017
William E. Kingsford 76 Director Dec 2017
Roy M. Harsch 73 Director, Chairman Dec 2017
Andrew Kandalepas (2) 68 Former Chairman, CEO and CFO June 2010
Ricky Howard (1) 66 Former President and CEO, SCI April 2014

(1) Ricky
                                         Howard passed away suddenly in November 2018.
(2) Andrew
                                         Kandalepas resigned from the Board of Directors and as CEO in April 2018.

Audit
Committee

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

Certain
Legal Proceedings

Il
Company is periodically engaged in legal proceedings arising from and relating to its business operations. We currently are not
involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations.
There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory
organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened
against or affecting our Company, our common stock, any of our subsidiaries or of our Company’s or our subsidiaries’
officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect on our financial
condition or results of operations. However, we recently decided to attempt to preserve revenue and reduce operating expenses
through actions including, but not limited to, facilities consolidation and staff reductions, which we hope 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, we have negotiated settlement of all but $89,301.87 in ex-employee wage and benefits claims, with agreement
to pay such remaining amount, together with interest at the rate of 4% per annum on the principal amount from time to time outstanding,
when and as cash flow permits. One of the employees claims additional amounts due for certain statutory damages under the Illinois
Wage Payment and Collection which currently could exceed $21,600.00 and would increase at the rate of 2% of the wages due per
month plus attorneys’ fees if the employee elects to file suit for a violation of the Act and is successful in obtaining
a judgment on his claim.

In
periodic reports the Company disclosed that on May 25, 2017, the SEC’s Chicago Regional Office informed it that it had made
a preliminary determination to recommend filing of an enforcement action against the Company and its CEO based on possible violations
of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 17(a) of the Securities Act, and Section 15(a) of
the Exchange Act. Subsequent discussions resulted in the submission of an Offer of Settlement (“Settlement”) through
an administrative cease and desist action on November 17, 2017, which was accepted by the SEC on April 12, 2018, as disclosed
on Form 8K filed April 18, 2018. Pursuant to the Settlement, the Company neither admitted nor denied any of the allegations, but
was enjoined from violating the above-referenced Sections and Rule. The Settlement imposed no financial penalties or sanctions
against the Company.

Il
Form 8K also disclosed that on April 13, 2018, the SEC filed a separate complaint against the CEO in the U.S. District Court for
the Northern District of Illinois, asserting the allegations noted above, as well as allegations that he manipulated the price
of company shares through undisclosed trading, realizing more than $130,000 from such trading. On the date of filing, the CEO
voluntarily resigned as an officer and director of the Company. Without admitting or denying the allegations, the CEO consented
to the entry of the judgment, which was entered on September 26, 2018 by the U.S. District Court for the Northern District of
Illinois. The judgment permanently enjoined him from violating the anti-fraud provisions of Section 17(a) of the Securities Act
of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and the broker registration provisions
of Section 15(a) of the Exchange Act. It also bars him from serving as an officer or director of a public company and from participating
in penny stock offerings, and ordered disgorgement and interest and penalties to be determined by the court.

On
January 31, 2019, the former CEO was terminated and his service as Director of Business Development ceased as of that date.

Compliance
with Section 16(A) Of the Exchange Act.

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

ITEM
                                         11.
EXECUTIVE
                                         COMPENSATION

Executive
Compensation

Sommario
Compensation Table

Nome
    and Position

Year

($)

Salary

($)

Other
                                         Annual

Compensation

Bonus
                                         ($)

Restricted

Stock

(Shares)

Options

Awards

(Shares)

LTIP

SARs
                                         ($)

Payouts

($)

All
                                         Other

Compensation

($)

Calvin R. O’Harrow 2019
Chief Executive
    Officer, Director
2018 1,800,000
Douglas W. Samuelson 2019
Chief Financial Officer 2018 1,730,000
Paul D. Jones 2019
Director, President 2018 1,050,000
Thomas E. Scott 2019
Director, Secretary 2018 750,000
William E. Kingsford 2019
Director 2018 600,000
Roy M. Harsch 2019
Director, Chairman 2018 750,000
Andrew J. Kandalepas, 2019 133,333
Former Chairman and
    CEO (1)
2018 182,375 1,300,000
Rick Howard, President, 2019 35,000
former CEO of StealthCo
    (2)
2018 130,000 1,150,000

(1)
Andrew Kandalepas resigned from the Board of Directors and as CEO in April 2018.

(2)
Ricky Howard passed away suddenly in November 2018.

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

Management

On
February 5, 2018, the Board of Directors appointed Calvin R. O’Harrow as Chief Operating Officer and a member of the Board.
It accepted the resignation of Andrew J. Kandalepas, as Chief Financial Officer (CFO) and Chief Accounting Officer (CAO), and
appointed Douglas Samuelson as CFO and CAO. In April 2018, Mr. Kandalepas resigned as Chief Executive Officer (CEO) and in May
2018, the Board approved the permanent appointment of Calvin O’Harrow as CEO.

Calvin
O’Harrow started his career as a successful entrepreneur and moved on to a 34-year tenure as financial advisor at a prominent
national wirehouse and wealth management firm, where he established unique team concepts designed to reward team members for their
continued relationships with longstanding clients. Beyond this success, he has also been involved in several non-profit organizations
and held a variety of positions in finance, sales and management. Mr. O’Harrow has a B.S. from the University of Wisconsin,
Madison.

Doug
Samuelson, CPA, brings over 20 years of experience in public accounting, including serving as CFO, Director and Controller in
both private and publicly traded companies. In the past, he provided contract CFO services and assisted public companies with
their Sarbanes-Oxley (SOX) compliance. He has worked for major accounting firms, including Arthur Andersen LLP and Cohn Reznick
LLP. Mr. Samuelson received his B.S. degree in Accounting from the University of Utah and his M.S. degree in Computer Science
from California State University, Northridge.

On
January 12, 2015, the Company entered into the PDC Joint Venture Agreement with TMA to further develop, market, license and/or
sell PSI technology and products. In December 2018, the PDC Joint Venture Agreement was terminated. Further development, marketing,
licensing and/or sales of PSI Technology and products is expected to be conducted through NEO, the joint venture between the Company,
PSI and GEN2.

During
the period covered by this Report, Mr. Ricky Howard managed SCI’s business. Mr. Howard brought to SCI over thirty years
of experience in operations management and executive positions in a variety of industries ranging from entrepreneurial startups
to Fortune 500 companies. He joined Stealth Mark as V.P. of Operations at the early stage of development in 2006 and played an
integral role in bringing the company’s capabilities to its present status including design and creation of its manufacturing
capabilities, implementation of its ERP inventory controls system, software and hardware development, marketing and sales materials
processes and day-to-day operational procedures and processes. In November 2018, Mr. Howard passed away suddenly and Mr. O’Harrow
took over operations of SCI’s business on an interim basis.

Stock
Option Plan

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

Il
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.

ITEM
                                         12.
SECURITY
                                         OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Principal
Shareholders

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

Name and Address of Beneficial Owner (1)

Number of

Shares (2)

Options to Acquire Number of

Shares (2)

Warrants to Acquire Number of

Shares (2)

Number of

Shares Inclusive of Options and Warrants

Percentage

(%) of Security Ownership

Calvin R. O’Harrow, CEO, COO and Director 9,183,000 900,000 11,791,112 21,874,112 11.8 %
Douglas W. Samuelson, CFO 250,000 480,000 400,000 1,130,000 0.6 %
Paul D. Jones, President, Director 1,263,305 525,000 1,111,111 2,899,416 1.6 %
Thomas E. Scott, Secretary, Director 849,710 375,000 463,333 1,688,043 0.9 %
William E. Kingsford, Director 1,933,778 300,000 2,338,731 4,572,509 2.5 %
Roy M. Harsch, Director, Chairman 1,553,254 375,000 1,605,397 3,533,651 1.9 %
Officers and Directors as a group 15,033,047 2,955,000 17,709,684 35,697,731 19.2 %
Total issued and outstanding 107,497,077 12,012,738 66,484,049 185,993,864 100.00 %

(1) Except
                                         as otherwise noted below, the address of each of the persons shown in the above table
                                         is c/o Wellness Center USA, Inc., 145 E. University Boulevard, Tucson, AZ 85705.
(2) Includes,
                                         where applicable, shares of common stock issuable upon the exercise of options or warrants
                                         to acquire common stock held by such person that may be exercised within sixty (60) days
                                         after September 30, 2019. Also includes unvested shares of restricted stock as to which
                                         such person has voting power but no dispositive power. Unless otherwise indicated, we
                                         believe that all persons named in the table above have sole voting power and/or investment
                                         power with respect to all shares of common stock beneficially owned by them.

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

Relazionato
Party Transactions

During
the period covered by this Report, related parties with whom the Company had transactions were:

Loans
from Officers and Shareholders

Come
of September 30, 2017, loans payable to shareholders of $59,000 were outstanding. During the year ended September 30, 2018, the
Company borrowed $434,500 under 22 short-term, unsecured loans. The loans have an interest rate of eight percent and are due one
year from the date of issuance. During the year ended September 30, 2018, the Company repaid $20,500 of the loans payable and
$407,000 were converted into 2,800,713 shares of the Company’s common stock. In connection with the conversion of the loans
payable, the Company issued warrants to purchase 6,038,336 shares of common stock to the holders as an inducement to convert.
The warrants expire five years from the date of grant and have exercise prices of $0.14 and $0.18 per share. The fair value of
the warrants of $689,934 was recorded as financing costs during the year ended September 30, 2018 and was based on a probability
affected Black-Scholes Merton option pricing model with stock prices of $0.13 and $0.14, volatility of 124.60% and 124.73% and
risk-free rates of 2.37% and 2.43%. In addition to the warrants, the Company offered certain loan holders, who were not officers
or directors, to convert at a rate below the market price of the stock on the date of conversion. An aggregate of 218,452 additional
common shares were issued to these loan holders with a value of $30,583 on the date of conversion. The Company recorded the amount
as a financing cost during the year ended September 30, 2018. As of September 30, 2018, loans payable from officers and shareholders
of $66,000 were outstanding.

During
the year ended September 30, 2019, the Company borrowed $358,250 from its officers and shareholders and repaid $25,000. All of
the loans are unsecured, have an interest rate of eight percent and are due one year from the date of issuance. As of September
30, 2019, loans payable to officers and shareholders of $399,250 were outstanding.

Common
shares issued for cash from Officer

During
the year ended September 30, 2018, the Company received $30,000 from the sale of 200,000 shares of its common stock from one of
its officers. In connection with the sale, the Company issued a warrant to the officer to purchase 400,000 shares of the Company’s
common stock. The warrants expire five years from the date of grant and has an exercise price of $0.18 per share.

Compensation
of Former Chairman and Chief Executive Officer

During
the years ended September 30, 2019 and 2018, the Company’s former Chairman and Chief Executive Officer, Andrew J. Kandalepas,
was paid compensation of $133,333 and $182,375, respectively. During the year ended September 30, 2018, he was also granted stock
options to purchase 1,300,000 shares of the Company’s common stock at an exercise price of $0.14 per share. The options
expire five years from the date of grant and the shares will vest in various periods. Mr. Kandalepas resigned as an officer and
director in April 2018. As of September 30, 2019, and 2018, $33,964 and $81,965 of accrued compensation was owed to Mr. Kandalepas.

Corporate
Office Facility

Il
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 Company vacated the facility in April 2019, in favor of its present facilities in Tucson
AZ, which are provided by a shareholder on a rent-free basis.

Director
Independence

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

ITEM
                                         14.
PRINCIPAL
                                         ACCOUNTING FEES AND SERVICES

Audit
Fees

Il
following table sets forth the fees billed to the Company for professional services rendered by the Company’s independent
registered public accounting firm, for the years ended September 30, 2018 and 2017:

Fees 2019 2018
Audit fees $ 90,000 $ 90,000
Audit Related Fees $ $
Tax fees $ $
All other fees $ $
Total Fees $ 90,000 $ 90,000

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

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

Pre-approval
of All Services from the Independent Auditors

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

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

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

PART
IV

ITEM
                                         15.
EXHIBITS,
                                         FINANCIAL STATEMENT SCHEDULES.

un)
Documents filed as part of this Annual Report

1.
Financial Statements

2.
Financial Statement Schedules

3.
Exhibits

Exhibit

Number

Description of Document

Filed

Herewith

Incorporated by Reference To:
2.2 Exchange Agreement dated June 21, 2012 by and between Psoria-Shield Inc. and Wellness Center USA, Inc. Exhibit 2.2 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013.
2.4 Exchange Agreement dated February 28, 2014 by and between National Pain Centers, Inc. and Wellness Center USA, Inc. Exhibit 2.4 to the Registrant’s Current Report on Form 8-K filed on February 28, 2014.
2.5 Purchase Agreement dated March 31, 2014 by and between SMI Holdings, Inc. d/b/a Stealth Mark, Inc. and Stealthco, Inc., a wholly-owned subsidiary of Wellness Center USA, Inc. Exhibit 2.5 to the Registrant’s Current Report on Form 8-K filed on April 9, 2014.
3.1 Articles of Incorporation of the Registrant as filed with the Secretary of State of Nevada. Exhibits 3.2 to the Registrant’s Amended Registration Statement on Form S-1A1 filed on July 7, 2011.
3.2 Bylaws of the registrant. Exhibits 3.2 to the Registrant’s Amended Registration Statement on Form S-1A1 filed on July 7, 2011.
3.3 Certificate of Amendment as filed with the Secretary of State of Nevada on January 12, 2017. Exhibit A to Registrant’s Information Statement on Schedule 14C filed January 12, 2017.
3.4 Certificate of Amendment as filed with the Secretary of State of Nevada on October 11, 2019. Exhibit B to Registrant’s Information Statement on Schedule 14C filed September 18, 2019.
4.1 Subscription Agreement Exhibits 99.1 to the Registrant’s Amended Registration Statement on Form S-1A1 filed on July 7, 2011.
4.2 Form of warrant Exhibits 99.2 to the Registrant’s Amended Registration Statement on Form S-1A1 filed on July 7, 2011.
4.3 2010 Non-Qualified Stock Compensation Plan Exhibits 99.3 to the Registrant’s Amended Registration Statement on Form S-1A1 filed on July 7, 2011.
5.4 Employment Agreement dated as of February 28, 2014 by and between Jay Joshi, M.D. and Wellness Center USA, Inc. Exhibit 5.4 to the Registrant’s Current Report on Form 8-K filed on February 28, 2014.

5.5 Employment Agreement dated as of July 1, 2014 by and between Rick Howard and Wellness Center USA, Inc. Exhibit 5.5 to the Registrant’s Annual Report on Form 10-K filed on January 15, 2015.
5.6 Employment Agreement dated as of January 1, 2018 by and between Rick Howard and Wellness Center USA, Inc. Exhibit 5.6 to the Registrant’s Annual Report on Form 10-K filed on February 20, 2018.
5.7 Employment Agreement dated as of January 1, 2018 by and between Lee Anne Patterson and Wellness Center USA, Inc. Exhibit 5.7 to the Registrant’s Annual Report on Form 10-K filed on February 20, 2018.
5.8 Employment Agreement dated as of January 1, 2018 by and between Richard Neal and Wellness Center USA, Inc. Exhibit 5.8 to the Registrant’s Annual Report on Form 10-K filed on February 20, 2018.
10.4 License Agreement dated as of August 25, 2009 by and between Psoria-Shield Inc. and Scot L. Johnson. Exhibit 10.4 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013.
10.5 License Agreement dated as of December 11, 2010 by and between Psoria-Shield Inc. and Scot L. Johnson. Exhibit 10.5 to the Registrant’s Amended Current Report on Form 8-KA3 filed on January 22, 2013.
10.6 Management Service Agreement dated as of February 28, 2014 by and between National Pain Centers, Inc. and National Pain Centers, LLC Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K filed on January 15, 2015
10.7 Agency Agreement dated as of October 24, 2014 by and between The Medical Alliance, Inc., Psoria-Shield, Inc. and Wellness Center USA, Inc. Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K filed on January 15, 2015
10.8 Joint Venture Agreement dated as of January12, 2015 by and between The Medical Alliance, Inc., Psoria-Shield, Inc. and Wellness Center USA, Inc. Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K filed on January 15, 2015
10.9 Joint Venture Agreement dated as of November 15, 2018 by and between PSI Gen 2 Funding, Inc., Psoria-Shield, Inc. and Wellness Center USA, Inc. Exhibit 10.9 to the Registrant’s Form 8-K filed on November 15, 2018
21.1 List of subsidiaries of the Registrant Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K filed on January 15, 2015
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*) X
31.2 Certification of Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (**) X
32.1 Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*) X
32.2 Certification of Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (***) X
101.INS XBRL Instance Document **** X
101. SCH XBRL Taxonomy Extension Schema Linkbase Document **** X
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document **** X
101.DEF XBRL Taxonomy Extension Definition Linkbase Document **** X
101.LAB XBRL Taxonomy Extension Label Linkbase Document **** X
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document **** X

(*) Filed
    herewith.
(**) Incluso
    in Exhibit 32.1
(***) Incluso
    in Exhibit 32.2
(****) Pursuant per
    Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or
    prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of
    1934 and otherwise are not subject to liability.

SIGNATURES

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

WELLNESS
    CENTER USA, INC.
Data:
    28 gennaio 2020
By: /s/
    Paul D. Jones

Paul
        D. Jones

President

(Duly
        Authorized Principal Executive Officer)

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

WELLNESS
    CENTER USA, INC.
Data:
    28 gennaio 2020
By: /s/
    Douglas W. Samuelson

Douglas
        W. Samuelson

Chief
        Financial Officer and Chief 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 R. O’Harrow
Chief
    Executive Officer, Chief Operating Officer, Director
January
    28, 2020
Calvin
    R. O’Harrow
/s/
    Douglas W. Samuelson
Chief
    Financial Officer, Chief Accounting Officer
January
    28, 2020
Douglas
    W. Samuelson
/s/
    Paul D. Jones
Director,
    President
January
    28, 2020
Paul
    D. Jones
/s/
    Thomas E. Scott
Director,
    Secretary
January
    28, 2020
Thomas
    E. Scott
/s/
    William E. Kingsford
Director January
    28, 2020
William
    E. Kingsford
/s/
    Roy M. Harsch
Director January
    28, 2020
Roy
    M. Harsch

ITEM
                                         8.
FINANCIAL
                                         STATEMENTS AND SUPPLEMENTAL DATA

Wellness
Center USA, Inc.

September
30, 2019 and 2018

Index
to the Consolidated Financial Statements

REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Per
the Board of Directors

Wellness
Center USA, Inc.

Chicago,
Illinois

Opinion
on the Financial Statements

Noi
have audited the accompanying consolidated balance sheets of Wellness Center USA, Inc. (the “Company”) as of September
30, 2019 and 2018, the related consolidated statements of operations, shareholders’ deficit, and cash flows for the years
then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion,
the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company
as of September 30, 2019 and 2018, and the consolidated results of their operations and their cash flows for the years then ended,
in conformity with accounting principles generally accepted in the United States of America.

Going
Concern

Il
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
As discussed in Note 1 to the consolidated financial statements, the Company had a shareholders’ deficit at September 30,
2019, and incurred a net loss and utilized cash in operating activities during the year ended September 30, 2019. These factors
raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to
these matters are also described in Note 1 to the financial statements. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Basis
for Opinion

Questi
consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered
with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.

Noi
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether
due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting
but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.

Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial
dichiarazioni. We believe that our audits provide a reasonable basis for our opinion.

Noi
have served as the Company’s auditor since 2016.

Weinberg
& Company, P.A.

Los
Angeles, California

January
28, 2020

Wellness
Center USA, Inc.

Consolidated
Balance Sheets

September 30,
2019 2018
ASSETS
Current Assets
Cash $ 53,147 $ 4,210
Prepaid expenses and other current assets 55,000 1,550
Total Current Assets 108,147 5,760
Property and equipment, net 1,562 2,619
Other assets 16,760
Total Other Assets 1,562 19,379
TOTAL ASSETS $ 109,709 $ 25,139
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses $ 794,453 $ 572,753
Deferred revenue 8,624
Convertible notes payable 202,922
Loans payable from officers and shareholders 399,250 66,000
Total Current Liabilities 1,193,703 850,299
Shareholders’ Deficit
Common stock, par value $0.001, 200,000,000 shares authorized; 107,497,077 and 100,952,569
    shares issued and outstanding, respectively
107,497 100,952
Additional paid-in capital 23,777,647 22,450,252
Accumulated deficit (25,362,287 ) (22,974,740 )
Total Wellness Center USA shareholders’ deficit (1,477,143 ) (423,536 )
Non-controlling interest 393,149 (401,624 )
Total Shareholder’s deficit (1,083,994 ) (825,160 )
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT $ 109,709 $ 25,139

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

Wellness
Center USA, Inc.

Consolidated
Statements of Operations

Year Ended
September 30,
2019 2018
Sales:
Trade $ 19,508 $ 140,023
Consulting services 13,867 73,700
Total Sales 33,375 213,723
Cost of goods sold 20,025 79,960
Gross profit 13,350 133,763
Operating expenses 1,779,934 2,226,362
Loss from operations (1,766,584 ) (2,092,599 )
Other expenses
Amortization of debt discount (72,078 ) (318,038 )
Financing costs (182,064 ) (891,583 )
Loss on modification of conversion price on convertible note payable (158,400 )
Loss on modification of exercise price on warrants in connection with convertible note
    payable
(5,445 )
Interest expense (25,298 ) (27,354 )
Total other expenses (279,440 ) (1,400,820 )
NET LOSS (2,046,024 ) (3,493,419 )
Net loss attributable to non-controlling interest 63,860 84,236
Loss from deconsolidation of non-controlling interest (405,383 )
NET LOSS ATTRIBUTABLE TO WELLNESS CENTER USA, INC. (2,387,547 ) (3,409,183 )
Deemed dividend relating to settlement with shareholder (433,000 )
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (2,387,547 ) $ (3,842,183 )
BASIC AND DILUTED LOSS PER SHARE $ (0.02 ) $ (0.04 )
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC AND
    DILUTED
105,421,218 94,475,383

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

Wellness
Center USA, Inc.

Consolidated
Statements of Shareholders’ Deficit

Per
the Years Ended September 30, 2019 and 2018

Common
    Stock
Additional Paid-in Accumulated Total WCUI Non-controlling
Shares Amount Capital Deficit Deficit Interest Total
Balance, September 30, 2017 90,284,916 $ 90,285 $ 19,069,211 $ (19,132,557 ) $ 26,939 $ (317,388 ) $ (290,449 )
Common shares issued for cash 1,614,286 1,614 175,386 177,000 177,000
Exercise of stock warrants 1,407,619 1,407 169,507 170,914 170,914
Fair value of common stock issued for services 770,000 770 110,530 111,300 111,300
Shares issued upon conversions of note payable 1,745,631 1,746 172,817 174,563 174,563
Shares issued upon conversion of loans payable from officers and
    shareholders
2,800,713 2,801 404,199 407,000 407,000
Fair value of additional shares issued upon conversion of loans
    payable from officers and shareholders
218,452 218 30,365 30,583 30,583
Fair value of warrants issued as an inducement for conversion
    of loans payable from officers and shareholders
689,934 689,934 689,934
Fair value of vested stock options 612,503 612,503 612,503
Fair value of common stock issued in connection with convertible
    note payable
747,751 748 113,591 114,339 114,339
Fair value of shares and warrants issued upon settlement of favored
    nations clause
1,066,667 1,067 431,933 (433,000 )
Fair value of shares and warrants issued to a stockholder upon
    settlement
296,534 296 56,431 56,727 56,727
Discount on convertible note payable due to beneficial conversion
    and warrants
250,000 250,000 250,000
Loss on modification of conversion price and exercise price on warrants
    in connection with convertible note payable
163,845 163,845 163,845
Net loss for the year ended September 30,
    2018
(3,409,183 ) (3,409,183 ) (84,236 ) (3,493,419 )
Balance, September 30, 2018 100,952,569 100,952 22,450,252 (22,974,740 ) (423,536 ) (401,624 ) (825,160 )
Common shares issued for cash 142,857 143 9,857 10,000 10,000
Shares issued upon conversion of note payable and accrued interest 4,810,222 4,811 285,361 290,172 290,172
Fair value of common stock issued with convertible note payable 314,286 314 21,686 22,000 22,000
Fair value of additional shares issued to induce conversions of
    note payable
160,064 160,064 160,064
Fair value of vested stock options 300,925 300,925 300,925
Fair value of common stock issued for services 1,277,143 1,277 77,752 79,029 79,029
Termination of non-controlling interest agreement (405,383 ) (405,383 ) 405,383
Contribution of capital by joint venture partner 471,750 471,750 453,250 925,000
Net loss for the year ended September 30,
    2019
(1,982,164 ) (1,982,164 ) (63,860 ) (2,046,024 )
Balance, September 30, 2019 107,497,077 $ 107,497 $ 23,777,647 $ (25,362,287 ) $ (1,477,143 ) $ 393,149 $ (1,083,994 )

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

Wellness
Center USA, Inc.

Consolidated
Statements of Cash Flows

Year Ended
September 30,
2019 2018
Cash Flows from Operating Activities
Net loss $ (2,046,024 ) $ (3,493,419 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense 1,057 2,507
Amortization of debt discount 72,078 318,038
Fair value of common shares issued for services 79,029 111,300
Fair value of stock options issued for services 300,925 612,503
Fair value of additional shares issued upon conversion of loans payable
from officers and shareholders 30,583
Fair value of warrants issued upon conversion of loans payable
from officers and shareholders 689,934
Fair value of additional shares issued to induce conversions of note payable 160,064
Fair value of common stock issued with convertible note payable 22,000 114,339
Loss on abandonment of lease 65,000
Loss on modification of conversion price on convertible note payable 158,400
Loss on modification of exercise price on warrants in connection
with convertible note payable 5,445
Fair value of additional shares and warrants issued to a stockholder 56,727
Changes in Assets and Liabilities
(Increase) Decrease in:
Accounts receivable 24,999
Inventories 12,335
Prepaid expenses and other assets (36,690 ) 201
(Decrease) Increase in:
Accounts payable and accrued expenses 171,872 378,948
Accrued payroll – officers (13,440 )
Deferred revenue (8,624 ) (46,473 )
Net cash used in operating activities (1,219,313 ) (1,037,073 )
Cash Flows from Financing Activities
Proceeds from loans payable from officers and shareholders 358,250 434,500
Repayment of loans payable from officers and shareholders (25,000 ) (20,500 )
Proceeds from convertible note payable 250,000
Common stock and warrants issued for cash 10,000 177,000
Exercise of stock warrants 170,914
Contribution of capital by joint venture partner 925,000
Net cash provided by financing activities 1,268,250 1,011,914
Net increase (decrease) in cash 48,937 (25,159 )
Cash beginning of year 4,210 29,369
Cash end of year $ 53,147 $ 4,210
Supplemental cash flows disclosures:
Interest paid $ $
Taxes paid $ $
Supplemental non-cash financing disclosures:
Debt discount on issuance of convertible note payable $ $ 250,000
Conversion of convertible note payable and accrued interest into common shares $ 290,172 $ 184,126
Conversion of loans payable from officers and shareholders into common shares $ $ 407,000

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

WELLNESS
CENTER USA, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

FOR
THE YEARS ENDED SEPTEMBER 30, 2019 and 2018

NOTA
1 – BASIS OF PRESENTATION

Organization
and Operations

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

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

Going
Concern

Il
accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization
of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying
consolidated financial statements, the Company has not yet generated significant revenues and has incurred recurring net losses.
During the year ended September 30, 2019, the Company incurred a net loss of $2,046,024 and used cash in operations of $1,219,313,
and had a shareholders’ deficit of $1,083,994 as of September 30, 2019. 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.

A
September 30, 2019, the Company had cash on hand in the amount of $53,147. Management estimates it has sufficient cash
to operate through February 2020. The ability to continue as a going concern is dependent on the Company attaining and maintaining
profitable operations in the future and raising additional capital soon to meet its obligations and repay its liabilities arising
from normal business operations when they come due. Since inception, we have funded our operations primarily through equity and
debt financings and we expect to continue to rely on these sources of capital in the future. During the year ended September 30,
2019, the Company received $1,293,250 through loans payable from officers and shareholders, the sale of its common stock, and
from contributions of capital by a joint venture partner. Subsequent to September 30, 2019, the Company received additional advances
from shareholders of $310,000 (see Note 13).

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

NOTA
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis
of Consolidation

Il
Company’s consolidated subsidiaries and/or entities are as follows:

Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Data
                                                                      of incorporation or formation (date of acquisition/disposition, if applicable)
Attributable interest
Psoria-Shield Inc. (“PSI”) The State of Florida June 17, 2009
(August 24, 2012)
100 %
StealthCo, Inc. (“StealthCo”) The State of Illinois March 18, 2014 100 %
Psoria Development Company LLC. (“PDC”) The State of Illinois January 15, 2015 50 %
NEO Phototherapy LLC (“NEO”) The State of Illinois December 2018 50.5 %

NOTA
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use
of Estimates

Il
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, realization of deferred tax
assets, among others. Actual results could differ from these estimates.

Income
(Loss) Per Share

Di base
loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of outstanding
common shares during the period. Diluted loss per share is computed by dividing the net loss applicable to common stockholders
by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding
if all dilutive potential common shares had been issued. For the years ended September 30, 2019 and 2018, the basic and diluted
shares outstanding were the same, as potentially dilutive shares were considered anti-dilutive. At September 30, 2019 and 2018,
the dilutive impact of outstanding stock options of 15,237,738 and 17,946,667 shares, respectively, and outstanding warrants for
66,484,049 and 67,907,728 shares, respectively, have been excluded because their impact on the loss per share is anti-dilutive.

Revenue
Recognition

In
May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic
606).
This ASU is a comprehensive new revenue recognition model that 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. The Company adopted this ASU on October 1, 2018 retrospectively, the cumulative effect of the initial
application on our accumulated deficit on that date was immaterial.

Per
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.

Noi
sell our products through two main sales channels: 1) directly to customers who use our products (the “Direct Channel”)
and 2) to distribution partners who resell our products (the “Indirect Channel”).

Sotto
the Direct Channel, we sell our products to and we receive payment directly from customers who purchase our products. Under our
Indirect Channel, we have entered into distribution agreements that allow the distributors to sell our products and fulfill performance
obligations under the agreements.

Noi
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 we have significant performance obligations
for services still to be completed. We recognize 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. Deferred revenue at September 30,
2018 was $8,624. There was no deferred revenue at September 30, 2019.

NOTA
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Proprietà
and Equipment

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

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

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

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

Income
Taxes

Income
tax expense is based on pretax financial accounting income. Deferred tax assets and liabilities are recognized for the expected
tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation
allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company recorded
a valuation allowance against its deferred tax assets as of September 30, 2019 and 2018.

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

Fair
Value measurements

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

Level
    1 —
Quoted prices in active markets for identical assets or liabilities.
Level
    2 —
Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar
    assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated
    by observable market data for substantially the full term of the assets or liabilities.
Level
    3 —
Unobservable inputs that are supported by little or no market activity and that are significant to the fair
    value of the assets or liabilities.

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

NOTA
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Non-controlling
Interest

Through
November 2018, non-controlling interest represented the non-controlling interest holder’s proportionate share of the equity
of the Company’s majority-owned subsidiary, PDC. Non-controlling interest is adjusted for the non-controlling interest holder’s
proportionate share of the earnings or losses and other comprehensive income (loss), if any, and the non-controlling interest
continues to be attributed its share of losses even if that attribution results in a deficit non-controlling interest balance.

On
November 15, 2018, PSI and TMA entered into a Withdraw and Mutual Release Agreement to terminate their joint venture agreement.
On the date of termination, the non-controlling interest’s share of the accumulated losses of the joint venture totaled
to $405,383. Upon termination, during the three months ended December 31, 2018, the Company wrote-off the non-controlling interest’s
share of the accumulated losses and recorded a loss from the deconsolidation of a non-controlling interest of $405,383.

In
December 2018, PSI entered into a Joint Venture Agreement with GEN2 to further development, marketing, licensing and/or sale of
PSI technology and products. Pursuant to the Joint Venture Agreement, the venture will be conducted through NEO. PSI and GEN2
will be the members of NEO, owning 50.5% and 36.0%, respectively, of the Units issued in connection with the organization of NEO.
An additional 13.5% of such Units will be reserved for issuance as incentives for key employees and consultants. Until such shares
are distributed, the Company controls 68% of the joint venture and GEN2 the remaining 32%. PSI and GEN2 will manage NEO’s
day-to-day operations. PSI will contribute PSI technology to NEO and GEN2 will contribute $700,000. As of September 30, 2019,
NEO’s operations required additional funding above the $700,000 documented in the agreement, and as of September 30, 2019,
GEN2 had received $925,000 of investments to contribute to NEO. As of September 30, 2019, the Company controlled 51% of the joint
venture, GEN2 controlled 39% and another individual controlled the remaining 10%. The Company recorded its proportionate share
of the contributions received of $471,750 to additional paid-in-capital and $453,250 to non-controlling interest as of
that date. During the year ended September 30, 2019, NEO recorded a loss of $122,655 relating to its operations.

Repayment
of the investment by GEN2 will begin through and upon the date which NEO has realized and retained cumulative net income/distributable
cash in the amount of $300,000. Distributions thereafter will be made to PSI, GEN2 and other members in proportion to their respective
Unit ownership, at the times and in the manner determined from time to time by the managers, in their sole discretion. GEN2 consists
of accredited investors, and investment participation of $700,000 from several WCUI officers and directors, including Calvin R.
O’Harrow and Roy M. Harsch.

Stock-Based
Compensation

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

Il
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.

NOTA
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently
Issued Accounting Pronouncements

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

In
June 2018, the FASB issued ASU No. 2018-07, “Compensation – Stock Compensation (Topic 718); Improvements to Non-Employee
Share-Based Payment Accounting” (“ASU 2018-07”). ASU 2018-07 generally aligns the measurement and classification
of share-based awards to non-employees with that of share-based awards to employees. Non-employee equity awards will be measured
at the fair value of the equity instruments to be issued, as of the grant date, and the resulting amount will be recognized as
expense over the expected or contractual term of the award. The ASU applies to all share-based payments to nonemployees in exchange
for goods or services used or consumed in an entity’s own operations. It does not apply to instruments issued to a lender or investor
in a financing transaction, or to instruments granted when selling goods or services to customers. ASU 2018-07 is effective for
annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted.
The Company is currently evaluating the expected impact that the standard could have on its financial statements and related 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.

NOTA
3 – PROPERTY AND EQUIPMENT

Proprietà
and equipment consisted of the following at September 30, 2019 and 2018:

September 30, 2019 September 30, 2018
Vehicles $ 15,000 $ 15,000
Computer equipment 10,456 10,456
Furniture and fixtures 23,998 23,998
Medical equipment 18,889 18,889
Software 23,207 23,207
Leasehold improvements 15,170 15,170
106,720 106,720
Less: accumulated depreciation and amortization (105,158 ) (104,101 )
Property and equipment, net $ 1,562 $ 2,619

Depreciation
expense for the years ended September 30, 2019 and 2018 was $1,057 and $2,507, respectively.

NOTA
4 – LOANS PAYABLE FROM OFFICERS AND SHAREHOLDERS

Come
of September 30, 2017, loans payable to shareholders of $59,000 were outstanding. During the year ended September 30, 2018, the
Company borrowed $434,500 under 22 short-term, unsecured loans. The loans have an interest rate of eight percent and are due one
year from the date of issuance. During the year ended September 30, 2018, the Company repaid $20,500 of the loans payable and
$407,000 were converted into 2,800,713 shares of the Company’s common stock. In connection with the conversion of the loans
payable, the Company issued warrants to purchase 6,038,336 shares of common stock to the holders as an inducement to convert.
The warrants expire five years from the date of grant and have exercise prices of $0.14 and $0.18 per share. The fair value of
the warrants of $689,934 was recorded as financing costs during the year ended September 30, 2018 and was based on a probability
affected Black-Scholes Merton option pricing model with stock prices of $0.13 and $0.14, volatility of 124.60% and 124.73% and
risk-free rates of 2.37% and 2.43%. In addition to the warrants, the Company offered certain loan holders, who were not officers
or directors, to convert at a rate below the market price of the stock on the date of conversion. An aggregate of 218,452 additional
common shares were issued to these loan holders with a value of $30,583 on the date of conversion. The Company recorded the amount
as a financing cost during the year ended September 30, 2018. As of September 30, 2018, loans payable from officers and shareholders
of $66,000 were outstanding.

During
the year ended September 30, 2019, the Company borrowed $358,250 from its officers and shareholders and repaid $25,000. All of
the loans are unsecured, have an interest rate of eight percent per annum and are due one year from the date of issuance. As of
September 30, 2019, loans payable to officers and shareholders of $399,250 were outstanding.

NOTA
5 – CONVERTIBLE NOTE AGREEMENTS

Convertible
notes payable consisted of the following at September 30, 2019 and 2018:

September 30, 2019 September 30, 2018
Convertible note payable (a) $ $ 165,000
Convertible note payable (b) 110,000
Debt discount – unamortized balance (72,078 )
Convertible notes payable, net $ $ 202,922

(a)
On March 5, 2018, the Company entered into a Convertible Note Payable Agreement with an individual under which the Company borrowed
$165,000. Net proceeds received by the Company under the agreement after payment of a $15,000 fee to the lender was $150,000.
In connection with the agreement, the Company issued the individual 300,000 restricted shares of its common stock with a fair
value of $48,000 and warrants to purchase 660,000 shares of its common stock, which vested upon grant. The warrants expire five
years from the date of grant and have an exercise price of $0.20 per share. The note payable accrues interest at eight percent
per annum, is unsecured and is convertible at any time after the 90th day from the issue date into the Company’s common
stock at the fixed conversion price of $0.10 per share. The note matured in October 2018.

Il
Company calculated the related fair value of the warrants issued to the noteholder to be $55,032 using a Black Scholes Merton
option pricing model and performing a relative value calculation. The Company then made a calculation to determine if a beneficial
conversion feature (BCF) existed. The beneficial conversion was based upon the effective conversion price based on the proceeds
received that were allocated to the convertible instrument. Based upon the Company’s calculation, it was determined that
a beneficial conversion feature existed amounting to $94,968 and was recorded as a debt discount. As such the Company recognized
a debt discount at the date of issuance in the aggregate amount of $165,000 relating to the $15,000 fees paid to the lender, the
relative value of the warrants and the BCF. The note discount is being amortized over the term of the note and the unamortized
portion is recognized as a reduction to the carrying amount of the Convertible note (a valuation debt discount). The balance of
the unamortized discount at September 30, 2018 was $3,837.

During
the year ended September 30, 2019, the Company amended the terms of the agreement by extending the maturity date to January 2019
and reducing the conversion price from $0.10 per share to $0.07 per share. The reduction of the conversion price caused the Company
to issue an additional 744,732 shares, which on the dates of amendment had a combined total fair value of $51,434, which was recorded
a financing cost during the year ended September 30, 2019.

NOTA
5 – CONVERTIBLE NOTE AGREEMENTS (CONTINUED)

During
the year ended September 30, 2019, the individual converted $165,000 of the convertible note payable and $8,783 of accrued interest
into 2,482,441 shares of the Company’s common stock. During the year ended September 30, 2019, the Company amortized the
remaining $3,837 of debt discount, leaving no unamortized balance at September 30, 2019. No amounts were outstanding under the
agreement as of September 30, 2019.

(b)
On July 11, 2018, the Company entered into another Convertible Note Payable Agreement with the same individual under which the
Company borrowed an additional $110,000. Net proceeds received by the Company under the agreement after payment of a $10,000 fee
to the lender was $100,000. In connection with the agreement, the Company issued the individual 200,000 restricted shares of its
common stock with a fair value of $36,000 and warrants to purchase 440,000 shares of its common stock, which vested upon grant.
The warrants expire five years from the date of grant and have an exercise price of $0.18 per share. The note payable accrues
interest at eight percent per annum, is unsecured and is convertible at any time after the 90th day from the issue date into the
Company’s common stock at the fixed conversion price of $0.15 per share. The note matures in February 2019, but may be extended
at the option of the individual. The Company may prepay the note at any time immediately following the issue date upon seven days’
prior written notice. The note was converted into shares of the Company’s common stock (see below).

Il
Company calculated the related fair value of the warrants issued to the noteholder to be $66,440 using a Black Scholes Merton
option pricing model and performing a relative value calculation. The Company then made a calculation to determine if a beneficial
conversion feature (BCF) existed. The beneficial conversion was based upon the effective conversion price based on the proceeds
received that were allocated to the convertible instrument. Based upon the Company’s calculation, it was determined that
a beneficial conversion feature existed amounting to $33,560 and was recorded as a debt discount. As such the Company recognized
a debt discount at the date of issuance in the aggregate amount of $110,000 relating to the $10,000 fees paid to the lender, the
relative value of the warrants and the BCF. The note discount is being amortized over the term of the note and the unamortized
portion is recognized as a reduction to the carrying amount of the Convertible note (a valuation debt discount). As of September
30, 2018, the Company had amortized $41,759 of debt discount, leaving an unamortized balance of $68,241 at September 30, 2018.

During
the year ended September 30, 2019, the Company amended the terms of the agreement by reducing the conversion price from $0.15
per share to $0.05 per share. The reduction of the conversion price caused the Company to issue an additional 1,551,854 shares,
which on the date of amendment had a fair value of $108,630, which was recorded a financing cost during the year ended September
30, 2019.

During
the year ended September 30, 2019, the Company amortized $68,241 of debt discount, leaving no unamortized balance at September
30, 2019. On April 2, 2019, the individual converted the note payable of $110,000 and $6,389 of accrued interest into 2,327,781
shares of the Company’s common stock. No amounts were outstanding under the agreement as of September 30, 2019.

NOTA
6 – SHAREHOLDERS’ EQUITY

Authorized
shares

Come
of September 30, 2017, the Company was authorized by its Articles of Incorporation to issue up to 185,000,000 shares of common
stock, par value $0.001 per share. Holders of shares of common stock have full voting rights, one vote for each share held of
record. Shareholders are entitled to receive dividends as may be declared by the Board out of funds legally available therefore
and share pro rata in any distributions to shareholders upon liquidation. Shareholders have no conversion, pre-emptive or subscription
rights. All outstanding shares of common stock are fully paid and non-assessable. As of September 30, 2018 and 2017, there were
100,952,569 and 90,284,916 shares of common stock issued and outstanding, respectively.

On
September 3, 2019, the Company’s Board of Directors unanimously approved the amendment of its Articles of Incorporation
to increase the total authorized capital stock from 185,000,000 common shares to 200,000,000 common shares. As of September 18,
2019, holders of a majority of the outstanding shares of voting capital stock executed written stockholder consents approving
this action and the Company amended its Articles of Incorporation through a filing of a Certificate of Amendment on October 11,
2019. As of September 30, 2019, there were 107,497,077 shares of common stock issued and outstanding.

NOTA
6 – SHAREHOLDERS’ EQUITY (CONTINUED)

Common
shares issued for cash

During
the year ended September 30, 2018, the Company received $177,000 from the sale of 1,614,286 shares of its common stock. In connection
with the sales, the Company issued warrants to the shareholders to purchase 3,228,572 shares of the Company’s common stock.
The warrants expire five years from the date of grant and have exercise prices of $0.15 and $0.18 per share.

During
the year ended September 30, 2019, the Company received $10,000 from the sale of 142,857 shares of its common stock. In connection
with the sale, the Company issued a warrant to the shareholder to purchase 284,714 shares of the Company’s common stock.
The warrant expires five years from the date of grant and has an exercise price of $0.15 per share.

Common
shares issued for services

During
the year ended September 30, 2018, the Company issued 770,000 shares of its common stock valued at $111,300 for services provided
by WCUI and PSI consultants. The shares were valued at the trading price of the common stock at the date of issuance and were
recorded as compensation expense during the year ended September 30, 2018.

During
the year ended September 30, 2019, the Company issued 1,277,143 shares of its common stock valued at $79,029 for services provided
by WCUI consultants. The shares were valued at the trading price of the common stock at the date of issuance and were recorded
as compensation expense during the year ended September 30, 2019.

Common
Shares Issued in Connection with the Settlement of an Equity Agreement

During
the year ended September 30, 2017, the Company completed a sale of common stock and warrants with a subscriber whereby the Company
sold to the subscriber 1,600,000 shares of common stock and warrants to acquire 1,600,000 shares of common at a price of $0.40
per share, for total purchase consideration of $400,000 ($0.25 per unit). The subscription agreement also included a Favored Nation
clause that in the event a subsequent private offering occurs at a price less than $.25 per share that was paid by the subscriber,
then the subscriber’s stock unit price shall be proportionately adjusted to the identical ration of 40% discount of the
market price in the date of the subscription agreement. Upon issuance of the instrument, no liability for the Favored Nation clause
was considered necessary as it was determined that ASC 480-10 did not apply as it is a conditional obligation embedded in a share.

During
the year ended September 2018, the Company sold 333,333 shares of common stock at $0.15 per share and a warrant to acquire 666,667
shares of common stock at $0.18 per share to an investor that triggered the Favored Nation clause. To avoid the issuance of any
future potential shares, the Company and the subscriber entered in an agreement on May 15, 2018, whereby the Company would issue
an additional 1,066,667 shares common stock to the subscriber, cancel the previously issued 1,600,000 warrants, and issue a new
warrant to acquire 5,334,334 shares of common stock at $.18 per share.

Per
account for the issuance, the Company determined that other than par value, no other value would be ascribed to the additional
1,066,667 shares of common stock that were issued and due under the Favored Nations clause for the reasons detailed above. Il
Company also determined that it should record the incremental difference of $433,000 between the fair value of the canceled warrant
of $185,000 and the fair value of new warrant of $618,000 at the date of the agreement. Given that no services were provided to
the Company, the difference in fair value of the warrants before and after the modification was treated as a deemed dividend.

Subsequent
to the above issuance, the Company and the shareholder entered into a settlement agreement that will eliminate the Favored Nation
clause. As such, in November 2018, the Company issued 296,534 shares and a warrant to acquire 770,987 shares of common stock at
$0.18 per share. The fair value of the shares issued was $17,792 and the fair value of the warrants was $38,935. As these values
were part of a settlement agreement, the total amount of $56,727 was recorded as a financing cost during the year ended September
30, 2018.

NOTA
6 – SHAREHOLDERS’ EQUITY (CONTINUED)

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.

Il
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.

Grants
during Fiscal Year Ended September 30, 2018

Options
Granted in Accordance with Employment Agreements

During
the year ended September 30, 2018, the Company entered into employment agreements with four employees of SCI. Under the agreements,
the Company issued options to purchase a combined total of 2,800,000 shares of its common stock with a fair value of $396,308.
The options are exercisable over a term of five years, with exercise prices ranging from $0.10 to $0.19. The Company valued the
options using a Black-Scholes option pricing model. A combined total of 675,000 shares vested in equal amounts over a three-month
period, starting on January 1, 2018, with the remainder vesting in equal amounts over the following one year and two months.

Further,
beginning on January 1, 2018, they will be granted additional stock options to purchase up to an aggregate total of 275,000 shares
of the Company’s common stock each quarter. The options are exercisable over a five-year period, are issuable on the last
day of each quarter ending and vest immediately on the date of grant. All options accelerate and become fully vested upon the
sale or change of control of the Company.

During
the year ended September 30, 2019 and 2018, the Company recorded $44,275 and $271,804 of stock compensation, respectively, for
the value of the options, and as of September 30, 2019, no unvested compensation remained that will be amortized over the remaining
vesting period.

Other
Grants

During
the year ended September 30, 2018, the Company granted options to purchase 8,517,500 shares of its common stock to its officers,
directors and employees with a fair value of $1,004,450. The options have an exercise price of $0.14 per share and expire five
years from the date of grant. The shares will vest in various periods. The Company valued the options using a Black-Scholes option
pricing model.

During
the years ended September 30, 2019 and 2018, the Company recorded $256,650 and $340,699 of stock compensation, respectively, for
the value of the vested options, and as of September 30, 2019, unvested compensation of $330,333 remained that will be amortized
over the remaining vesting period.

Il
assumptions used for options granted during the year ended September 30, 2018 are as follows:

Exercise price $ 0.10 – 0.19
Expected dividends
Expected volatility 121.1% – 130.2 %
Risk free interest rate 2.01% – 2.85 %
Expected life of options 2.5

NOTA
6 – SHAREHOLDERS’ EQUITY (CONTINUED)

Stock
Options (Continued)

Grants
during Fiscal Year Ended September 30, 2019

During
the year ended September 30, 2019, the Company granted options to an employee to purchase an aggregate total of 250,000 shares
of its common stock with an aggregate fair value of $10,366. The options have exercise prices ranging from $0.03 to $0.06 per
share and expire five years from the date of grant. The shares vested equally each quarter beginning on December 31, 2018. The
Company valued the options using a Black-Scholes option pricing model. During the year ended September 30, 2019, the Company recorded
$10,366 of stock compensation for the value of the options, and as of September 30, 2019, no unvested compensation remained that
will be amortized over the remaining vesting period.

Il
assumptions used for options granted during the year ended September 30, 2019 are as follows:

Exercise price $ 0.03
                                       – 0.06
Expected dividends
Expected volatility 126.8% – 144.0 %
Risk free interest rate 1.60% – 2.47 %
Expected life of options 2.5

Il
table below summarizes the Company’s stock option activities for the years ended September 30, 2019 and 2018:

Number of
Option Shares
Exercise
Fascia di prezzo
Per Share
Weighted Average
Exercise Price
Fair Value
at Date of
Grant
Balance, September 30, 2017 6,822,500 $ 0.10 – 2.00 $ 0.51 $ 1,865,628
Granted 11,317,500 0.10 – 0.19 0.14 1,379,127
Cancelled (183,333 ) 0.14 0.14
Exercised
Expired (10,000 ) 0.75 0.75
Balance, September 30, 2018 17,946,667 $ 0.10
– 2.00
$ 0.28 $ 3,244,755
Granted 250,000 0.03 – 0.06 0.05 10,366
Cancelled (646,429 ) 0.14 – 0.19 0.17
Exercised
Expired (2,312,500 ) 0.13 – 0.40 0.37
Balance, September 30, 2019 15,237,738 $ 0.03 – 2.00 $ 0.27 $ 3,255,121
Vested and exercisable, September 30, 2019 12,012,738 $ 0.03
– 2.00
$ 0.30 $ 2,803,621
Unvested, September 30, 2019 3,225,000 $ 0.14 $ 0.14 $ 451,500

There
was no aggregate intrinsic value for option shares outstanding at September 30, 2019.

Il
following table summarizes information concerning outstanding and exercisable options as of September 30, 2019:

Options Outstanding Options Exercisable
Range of Exercise Prices Number
    Outstanding
Average
    Remaining Contractual Life (in years)
Weighted
    Average Exercise Price
Number
    Exercisable
Average
    Remaining Contractual
Life (in years)
Weighted
    Average Exercise Price
$ 0.01
– 0.39
13,775,238 3.11 $ 0.15 10,300,238 3.07 $ 0.15
0.40 – 0.99 62,500 2.50 0.40 312,500 0.50 0.08
1.00 – 1.99 750,000 1.25 1.00 750,000 1.25 1.00
2.00 650,000 1.25 2.00 650,000 1.25 2.00
$ 0.01 – 2.00 15,237,738 2.94 $ 0.27 12,012,738 2.79 $ 0.30

Come
of September 30, 2019, there were 14,762,262 shares of stock options remaining available for issuance under the 2010 Plan.

NOTA
6 – SHAREHOLDERS’ EQUITY (CONTINUED)

Stock
Warrants

During
the year ended September 30, 2018:

Il
    Company issued warrants to purchase 3,228,572 shares with exercise prices of $0.15 and $0.18 per share as part of the sale
    of equity units. The warrants expire five years from the date of grant.
Il
    Company issued warrants to purchase 1,100,000 shares with an exercise price of $0.20 per share in connection with the issuance
    of a convertible notes payable (see Note 5). The warrants expire five years from the date of grant.
Il
    Company issued warrants to purchase 6,038,336 shares with exercise prices of $0.14 and $0.18 per share in connection with
    the conversion of loans payable from officers and shareholders (see Note 4).
Il
    Company issued warrants to purchase 6,104,322 shares with an exercise price of $0.18 per share in connection with the initial
    equity agreement that included a favored nation’s clause and the settlement of that equity agreement. Also, in connection
    with the agreement, a warrant to purchase 1,600,000 shares was also cancelled with an exercise price of $0.40 per share.
Warrants
    were exercised to purchase 1,407,619 shares of the Company’s common stock for $170,914.

During
the year ended September 30, 2019, the Company issued a warrant to purchase 284,714 shares with an exercise price of $0.15 per
share as part of the sale of equity units. The warrant expires five years from the date

Il
table below summarizes the Company’s warrants activities for the years ended September 30, 2019 and 2018:

Number of
Warrant Shares
Exercise
Fascia di prezzo
Per Share
Weighted Average
Exercise Price
Fair Value at
Date of Issuance
Balance, September 30, 2017 64,161,304 $ 0.12 – 1.00 $ 0.24 $ 2,151,219
Granted 16,471,230 0.14 – 0.20 0.17 1,283,341
Canceled (1,600,000 ) 0.40 0.40
Exercised (1,407,619 ) 0.12 – 0.15 0.12
Expired (9,717,187 ) 0.30 – 2.31 0.56
Balance, September 30, 2018 67,907,728 $ 0.12 – 1.00 $ 0.17 $ 3,434,560
Granted 284,714 0.15 0.15
Cancelled
Exercised
Expired (1,708,393 ) 0.30 – 0.67 0.44
Balance, September 30, 2019 66,484,049 $ 0.12
– 1.00
$ 0.17 $ 3,434,560
Vested and exercisable, September 30, 2019 66,484,049 $ 0.12 – 1.00 $ 0.17 $ 3,434,560

There
was no aggregate intrinsic value for warrant shares outstanding at September 30, 2019.

NOTA
6 – SHAREHOLDERS’ EQUITY (CONTINUED)

Stock
Warrants (continued)

Il
following table summarizes information concerning outstanding and exercisable warrants as of September 30, 2019:

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
$ 0.12
– 0.20
59,279,384 1.90 $ 0.15 59,279,384 1.90 $ 0.15
0.21
                                         – 0.40
7,204,665 0.85 0.26 7,204,665 0.85 0.26
$ 0.12
                                         – 0.40
66,484,049 1.79 $ 0.17 66,484,049 1.79 $ 0.17

NOTA
7 – SEGMENT REPORTING

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

Il
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.

(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.

Il
detailed segment information of the Company is as follows:

Assets
By Segment

September 30, 2019
Corporate Medical Devices Authentication and Encryption Total
ASSETS
Current Assets
Cash $ 50,892 $ 846 $ 1,409 $ 53,147
Prepaid expenses and other current assets 55,000 55,000
Total current assets 50,892 55,846 1,409 108,147
Property and equipment, net 1,562 1,562
Total other assets 1,562 1,562
TOTAL ASSETS $ 50,892 $ 55,846 $ 2,971 $ 109,709

Operations
by Segment

For the Year Ended
September 30, 2019
Corporate Medical Devices Authentication and Encryption Total
Sales:
Trade $ $ $ 19,508 $ 19,508
Consulting services 13,867 13,867
Total Sales 33,375 33,375
Cost of goods sold 20,025 20,025
Gross profit 13,350 13,350
Operating expenses 782,961 641,236 355,737 1,779,934
Loss from operations $ (782,961 ) $ (641,236 ) $ (342,387 ) $ (1,766,584 )

Operations
by Segment

For the Year Ended
September 30, 2018
Corporate Medical Devices Authentication and Encryption Total
Sales:
Trade $ $ 45,000 $ 95,023 $ 140,023
Consulting services 73,700 73,700
Total Sales 45,000 168,723 213,723
Cost of goods sold 79,960 79,960
Gross profit 45,000 88,763 133,763
Operating expenses 1,179,937 224,196 822,229 2,226,362
Loss from operations $ (1,179,937 ) $ (179,196 ) $ (733,466 ) $ (2,092,599 )

NOTA
8 – LEGAL MATTERS

Il
Company is periodically engaged in legal proceedings arising from and relating to its business operations. We currently are not
involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations.
There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory
organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened
against or affecting our Company, our common stock, any of our subsidiaries or of our Company’s or our subsidiaries’
officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect on our financial
condition or results of operations. However, we recently decided to attempt to preserve revenue and reduce operating expenses
through actions including, but not limited to, facilities consolidation and staff reductions, which we hope 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, we have negotiated settlement of all but $89,302 in ex-employee wage and benefits claims, with agreement to
pay such remaining amount, together with interest at the rate of 4% per annum on the principal amount from time to time outstanding,
when and as cash flow permits. One of the employees claims additional amounts due for certain statutory damages under the Illinois
Wage Payment and Collection which currently could exceed $21,600.00 and would increase at the rate of 2% of the wages due per
month plus attorneys’ fees if the employee elects to file suit for a violation of the Act and is successful in obtaining
a judgment on his claim.

In
periodic reports the Company disclosed that on May 25, 2017, the SEC’s Chicago Regional Office informed it that it had made
a preliminary determination to recommend filing of an enforcement action against the Company and its CEO based on possible violations
of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 17(a) of the Securities Act, and Section 15(a) of
the Exchange Act. Subsequent discussions resulted in the submission of an Offer of Settlement (“Settlement”) through
an administrative cease and desist action on November 17, 2017, which was accepted by the SEC on April 12, 2018, as disclosed
on Form 8K filed April 18, 2018. Pursuant to the Settlement, the Company neither admitted nor denied any of the allegations, but
was enjoined from violating the above-referenced Sections and Rule. The Settlement imposed no financial penalties or sanctions
against the Company.

Il
Form 8K also disclosed that on April 13, 2018, the SEC filed a separate complaint against the CEO in the U.S. District Court for
the Northern District of Illinois, asserting the allegations noted above, as well as allegations that he manipulated the price
of company shares through undisclosed trading, realizing more than $130,000 from such trading. On the date of filing, the CEO
voluntarily resigned as an officer and director of the Company. Without admitting or denying the allegations, the CEO consented
to the entry of the judgment, which was entered on September 26, 2018 by the U.S. District Court for the Northern District of
Illinois. The judgment permanently enjoined him from violating the anti-fraud provisions of Section 17(a) of the Securities Act
of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and the broker registration provisions
of Section 15(a) of the Exchange Act. It also bars him from serving as an officer or director of a public company and from participating
in penny stock offerings, and ordered disgorgement and interest and penalties to be determined by the court.

On
January 31, 2019, the former CEO was terminated and his service as Director of Business Development ceased as of that date.

NOTA
9 – COMMITMENTS

Operating
Leases

Il
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 2019, in favor of its present facilities in Tucson AZ, which are provided by a shareholder on a rent-free basis.
The Company is in negotiations with the owners regarding the settlement of its lease obligations and expects that the property
will be subleased or a settlement with the landlord will be reached at an amount significantly less than the remaining payment
obligations. At the date of abandonment, the Company had a remaining lease obligation of $631,587. During the year ended September
30, 2019, the Company recorded an accrual for the estimated potential settlement and wrote-off its $15,000 security deposit relating
to the lease.

Commencing
on October 1, 2016, the Company’s wholly-owned subsidiary, StealthCo, entered into a non-cancellable lease agreement to
lease its office facilities in Oak Ridge, Tennessee. The term of the lease is five years and expires September 30, 2021. On January
6, 2020, the Company entered into an agreement with the owners to terminate the agreement effective January 1, 2020. Under the
agreement, the Company agreed to pay $11,000 and abandon certain Company property to the owners as documented in the agreement.

In
February 2019, the Company’s wholly-owned subsidiary, Psoria Shield, entered into a non-cancellable lease agreement to lease
its office facilities in Utica, New York. The term of the lease is two years and expires February 8, 2021.

Minimum
annual rental commitments for Psoria Shield under non-cancelable leases at September 30, 2019, excluding the office facility
lease in Hoffman Estates, Illinois, are as follows:

Years ending September 30, Amount
2020 $ 21,600
2021 7,200
TOTAL $ 28,800

Rent
expense was $180,946 and $188,801 for the years ended September 30, 2019 and 2018, respectively.

NOTA
9 – COMMITMENTS (CONTINUED)

Employment
Contracts

During
the year ended September 30, 2018, the Company entered into employment agreements with four employees of StealthCo (including
Ricky Howard), under which their employment shall continue in effect for a period of three years. Each agreement allows for a
base salary with an accumulated amount of $350,000 that can increase each year based on certain profitability goals of SCI or
SCI products. Under the agreements, the Company will issue options to purchase shares of its common stock as discussed in Note
6. As of September 30, 2019, one of the employees was still employed by the Company.

NOTA
10 – INCOME TAXES

A
September 30, 2019, the Company had net operating loss (“NOL”) carryforwards for federal income tax purposes of approximately
$18 million that may be offset against future taxable income through 2038. No tax benefit has been reported with respect to these
net operating loss (NOL) carryforwards because the Company believes that the realization of the Company’s net deferred tax
assets of approximately $4,000,000 was not considered more likely than not and accordingly, the potential tax benefits of the
net loss carryforwards are offset by a full valuation allowance.

Il
Company recognizes as income tax expense, interest and penalties on uncertain tax provisions. As of September 30, 2019, and 2018,
the Company has not accrued interest or penalties related to uncertain tax positions. Tax years 2015 through 2018 remain open
to examination by the major taxing jurisdictions to which the Company is subject.

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

September 30,
2019
September 30,
2018
Income tax benefit at federal statutory rate (21.0 )% (21.0 )%
State income tax benefit, net of federal benefit (4.0 )% (4.0 )%
Change in valuation allowance 25.0 % 25.0 %
Income taxes at effective income tax rate % %

Il
components of deferred taxes consist of the following at September 30, 2019 and 2018:

September 30,
2019
September 30,
2018
Net operating loss carryforwards $ 4,657,556 $ 4,307,629
Less: Valuation allowance (4,657,556 ) (4,307,629 )
Net deferred tax assets $ $

NOTA
11 – RELATED PARTY TRANSACTIONS

Compensation
of Former Chairman and Chief Executive Officer

During
the year ended September 30, 2018, the Company’s former Chairman and Chief Executive Officer, Andrew J. Kandalepas, was
paid compensation $182,375 and was granted stock options to purchase 1,300,000 shares of the Company’s common stock at an
exercise price of $0.14 per share. The options expire five years from the date of grant and the shares will vest in various periods.
Mr. Kandalepas resigned as an officer and director in April 2018, but continued to be employed as Director of Business Development
through January 2019. During the year ended September 30, 2019, Mr. Kandalepas was paid compensation of $133,333. As of September
30, 2019 and 2018, $33,964 and $81,965 of accrued compensation, respectively, was owed to Mr. Kandalepas.

Corporate
Office Facility

Il
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 Company vacated the facility in April 2019, in favor of its present facilities in Tucson
AZ, which are provided by a shareholder on a rent-free basis.

NOTA
12 – PROPOSED SALE OF STEALTHCO, INC.

On
September 3, 2019, the Company’s Board of Directors unanimously approved, subject to stockholder approval: (1) execution
and delivery of a proposed Share Exchange Agreement with DTI Holdings, Inc. (“DTI”) relating to the share exchange
and transfer of certain assets of StealthCo, Inc. (“SCI”) pursuant to the terms and conditions of a Memorandum of
Agreement in substantially the form of the copy presented to the Board (“Agreement”). As of September 18, 2019, holders
of a majority of the outstanding shares of voting capital stock have executed written stockholder consents approving this action.

Il
Agreement provides, among other things, that: (1) DTI will pay the Company $500,000 upon the execution of a definitive share exchange
agreement (“Share Exchange Agreement”) which the parties will endeavor to negotiate and execute as quickly as possible,
and not later than October 15, 2019; (2) DTI will pay the Company an additional $500,000 within seven days following the completion
date of the transfer of all assets and/or full ownership of SCI to DTI, with such date to occur within 120 days following execution
of the Share Exchange Agreement; (3) DTI will issue to the Company 3,112,000 shares of DTI common stock and will guaranty that
the value of the 3,112,000 shares of DTI common stock will have a value of at least $4.50 per share ($14,004,000, in the aggregate),
as of December 31, 2021; (4) To the extent that the value of the DTI common shares, as of December 31, 2021, is less than $4.50
per share ($14,004,000, in the aggregate), DTI will issue additional shares of DTI common stock, at the then current fair market
value, in an amount sufficient to cause the resulting aggregate value of all shares of DTI common stock issued to the Company
to be $14,004,000, in the aggregate; (5) DTI will assign the assets transferred by SCI, including trademarks, intellectual properties,
and patents, to its subsidiary, Femtobitz, Inc., a Delaware corporation, and will pay to the Company 1% of annual gross revenue
arising from or relating to operation of Femtobitz, Inc.; and (6) Upon closing of the share exchange, the Company’s Chairman
will be appointed an advisory board member of DTI and a board member of Femtobitz, Inc.

Come
of September 18, 2019, stockholders holding a majority of our outstanding common stock approved the share exchange and the Company
began discussions and negotiations with DTI, which are currently on-going as of the date of this filing. There can be no
assurance that the proposed transaction will be concluded successfully on the terms described or any alternate terms that may
be proposed hereafter.

NOTA
13 – SUBSEQUENT EVENTS

Subsequent
to September 30, 2019, the Company borrowed $310,000 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.

Subsequent
to September 30, 2019, an additional $50,000 was contributed by GEN2 to NEO and as of December 31, 2019, GEN2 had received $975,000
of investments to contribute to NEO (see Note 2).

Commencing
on October 1, 2016, the Company’s wholly-owned subsidiary, StealthCo, entered into a non-cancellable lease agreement to
lease its office facilities in Oak Ridge, Tennessee. The term of the lease is five years and expires September 30, 2021. On January
6, 2020, the Company entered into an agreement with the owners to terminate the agreement effective January 1, 2020. Under the
agreement, the Company agreed to pay $11,000 and abandon certain Company property as documented in the agreement.

Effective
January 1, 2020, the Company’s Board of Directors approved the extension of the Company’s
unexpired stock warrants as of December 31, 2019, by an additional one year period. This change would affect approximately 66
million warrant shares and approximately 20 million warrant shares that were set to expire by the year ending September 30, 2020.
The 20 million warrant shares that were set to expire by September 30, 2020, had exercise prices ranging from $0.15 per share
to $0.25 per share. The 66 million warrant shares had exercise prices ranging from $0.12 per share to $0.40 per share. The incremental
fair value of the warrants resulting from modification is approximately $700,000 that will be recognized as an expense during
the period ending March 31, 2020.

Exhibit
31.1

CERTIFICATION

I,
Calvin R. O’Harrow, certify that:

1.
I have reviewed this Annual Report on Form 10-K of Wellness Center USA, Inc. for the fiscal year ended September 30, 2019;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;

4.
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:

un)
designed such disclosure controls and procedures, or caused such internal control over financial reporting to be designed under
my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, if any,
is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;

c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period cover by this report based on such
evaluation; e

d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; e

5.
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

un)
all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; e

b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting;

Data:
    28 gennaio 2020
/s/
    Calvin R. O’Harrow
Name: Calvin R. O’Harrow

Title:
        Chief Executive Officer

(Principal
        Executive Officer)

Exhibit
31.2

CERTIFICATION

I,
Douglas W. Samuelson, certify that:

1.
I have reviewed this Annual Report on Form 10-K of Wellness Center USA, Inc. for the fiscal year ended September 30, 2019;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;

4.
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:

un)
designed such disclosure controls and procedures, or caused such internal control over financial reporting to be designed under
my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, if any,
is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;

c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period cover by this report based on such
evaluation; e

d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; e

5.
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

un)
all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; e

b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting;

Data:
    28 gennaio 2020
/s/
    Douglas W. Samuelson
Name: Douglas W. Samuelson

Title:
        Chief Financial Officer

(Principal
        Accounting and Financial Officer)

Exhibit
32.1

CERTIFICATION
PURSUANT TO

18
U.S.C. SECTION 1350,

COME
ADOPTED PURSUANT TO

SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002

In
connection with the Annual Report on Form 10-K for the fiscal year ended September 30, 2019 of Wellness Center USA, Inc., a Nevada
corporation (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Annual
Report”), I, Calvin R. O’Harrow, Chief Executive Officer, and Director of the Company certify, pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.
The Annual Report fully complies with the requirements of Section 13(a) or15(d) of the Securities and Exchange Act of 1934, as
amended; e

2.
The information contained in this Annual Report fairly presents, in all material respects, the financial condition and results
of operation of the Company.

Data:
    28 gennaio 2020
/s/
    Calvin R. O’Harrow
Name: Calvin R. O’Harrow
Title: Chief Executive Officer
(Principal Executive Officer)

Exhibit
32.2

CERTIFICATION
PURSUANT TO

18
U.S.C. SECTION 1350,

COME
ADOPTED PURSUANT TO

SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002

In
connection with the Annual Report on Form 10-K for the fiscal year ended September 30, 2019 of Wellness Center USA, Inc., a Nevada
corporation (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Annual
Report”), I, Douglas Samuelson, Chief Financial Officer of the Company certify, pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.
The Annual Report fully complies with the requirements of Section 13(a) or15(d) of the Securities and Exchange Act of 1934, as
amended; e

2.
The information contained in this Annual Report fairly presents, in all material respects, the financial condition and results
of operation of the Company.

Data:
    28 gennaio 2020
/s/
    Douglas Samuelson
Name: Douglas Samuelson
Title: Chief Financial Officer
(Principal Accounting and Financial Officer)

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