UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended September 30, 2017
or
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________________________ to __________________________
Commission file number 333-201391
HEADTRAINER, INC.
(Exact name of registrant as specified in its charter) (formerly TeleHealthCare, Inc.)
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Wyoming
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80-0873491
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1800 Camden Road, #107-196, Charlotte, NC 28203
(Address of principal executive offices) (Zip Code)
(980) 875-4199
(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class exchange on which registered
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Name of each
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None
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N/A
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Securities registered pursuant to section 12(g) of the Act:
Shares of common stock with a par value of $0.001
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒ No ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes ☐ No ☒
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was $17,946,930.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
The number of shares outstanding of the registrant’s common stock as of the latest practicable date was 89,970,139 shares of common stock as of March 20, 2018.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Explanatory Note: The sole purpose of this Amendment to the Annual Report on Form 10-K of HeadTrainer, Inc. (the “Registrant”) for the fiscal year ended September 30, 2017, filed with the Securities and Exchange Commission on March 30, 2018 (the “Original Filing”) is to include the designation as to whether the Registrant was a shell company, which was erroneously omitted from the Original Filing and is included and marked “No” on this Amendment.
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, thereunto duly authorized.
HEADTRAINER, INC.
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By: /s/ Robert Finigan
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Robert Finigan
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Chief Executive Officer (Principal Executive Officer)
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Date: May 25, 2018
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By: /s/ Robert Finigan
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Robert Finigan
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Chief Executive Officer (Principal Financial Officer and Principal Accounting Officer)
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Date: May 25, 2018
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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.
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Signatures
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Title(s)
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Date
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/s/ Robert Finigan
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Chairman of the Board of Directors
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Date: May 25, 2018
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Robert Finigan
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/s/ Maurice Durschlag
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Director
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Date: May 25, 2018
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Maurice Durschlag
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