UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

FORM
10-K/A

(Amendment No. 2)

(Mark
One)

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

For
the fiscal year ended April 30, 2017

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

For
the transition period from[             ]
to [             ]

Commission
file number    000-53376

|ETERNITY
    HEALTHCARE INC.                              
|----------------------------------------------------------
|(Exact
    name of registrant as specified in its charter)



|Nevada                                                                  |  | 75-3268426                                   
|----------------------------------------------------------------------- |  | ---------------------------------------------
|(State
    or other jurisdiction of 
    incorporation or organization) |  | (I.R.S.
    Employer 
    Identification No.)



|8755
    Ash Street, Suite 1, Vancouver, BritishColumbia, Canada |  | V6P
    6T3   
|---------------------------------------------------------------- |  | --------------
|(Address
    of principal executive offices)                     |  | (Zip
    Code)



Registrant’s
telephone number, including area code:   (604) 324-1113

Securities
registered pursuant to Section 12(b) of the Act:

|Title
    of Each Class |  | Name
    of Each Exchange On Which Registered
|----------------------- |  | ---------------------------------------------
|N/A                     |  | N/A                                          



Securities
registered pursuant to Section 12(g) of the Act:

Common
Stock, Par Value of $0.001 Per Share

(Title
of class)

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 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 last 90 days. Yes ☒     No ☐



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒     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, or a smaller
reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.



|Large
    accelerated filer                     | ☐                       | Accelerated
    filer         | ☐
|----------------------------------------------- | ----------------------- | ----------------------------- | -
|Non-accelerated
    filer                       | ☐                       | Smaller
    reporting company | ☒
|(Do
    not check if smaller reporting company) | Emerging
growth company | ☐                            



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.  ☐



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



The
aggregate market value of Common Stock held by non-affiliates of the Registrant on October 31, 2016 was $1,091,045.70 based on
a $0.06 average bid and ask price of such common equity, as of the last business day of the registrant’s most recently completed
second fiscal quarter. On October 31, 2016 non-affiliates of the Registrant held 18,184,095 common shares.



Indicate
the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.



70,929,868
common shares as of August 10, 2017.



DOCUMENTS
INCORPORATED BY REFERENCE



None.






















Explanatory
Note



This
amendment is being filed to further amend Item 9A (Controls and Procedures) in response to a letter of comment dated December
20, 207 received from the staff of the Division of Corporation Finance.





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|Item
    9A. | Controls
    and Procedures
|------------ | ---------------------------



Management’s
Report on Disclosure Controls and Procedures



Our
management, with the participation of our chief executive officer and chief financial officer (our principal executive officer,
principal financial officer and principal accounting officer), evaluated the effectiveness of our disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) as of the end of the period covered by this report. Based on this evaluation, our chief executive officer and chief
financial officer (our principal executive officer, principal financial officer and principal accounting officer) concluded that,
as of the end of such period, our disclosure controls and procedures were not effective to ensure that information that is required
to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported,
within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management,
including our chief executive officer and chief financial officer (our principal executive officer, principal financial officer
and principal accounting officer), as appropriate, to allow timely decisions regarding required disclosure. The reasons for this
finding were the weaknesses in our internal control over financial reporting enumerated below.



Management’s
Annual Report on Internal Control over Financial Reporting



Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Our chief executive
officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer)
conducted an evaluation of the effectiveness of our internal control over financial reporting as of April 30, 2017 using the criteria
established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).



A
material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of our company’s annual or interim financial statements will not
be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting
as of April 30, 2017, our company determined that there were control deficiencies that constituted material weaknesses, as described
below:



|● | There
    is a lack of accounting personnel with the requisite knowledge of Generally Accepted Accounting Principles in the US (“GAAP”)
    and the financial reporting requirements of the Securities and Exchange Commission;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | There
    are insufficient written policies and procedures to ensure the correct application of accounting and financial reporting with
    respect to the current requirements of GAAP and SEC disclosure requirements; and   
|● | There
    is a lack of segregation of duties, in that we only had one person performing all accounting-related duties.                                                                                                         





Based on the foregoing, our chief executive
officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer)
concluded that our internal controls over financial reporting were not effective as of April 30, 2017 Notwithstanding the existence
of these material weaknesses in our internal control over financial reporting, our management believes that the consolidated financial
statements included in its reports fairly present in all material respects our company’s financial condition, results of
operations and cash flows for the periods presented.



Our
company will continue its assessment on a quarterly basis and as soon as we start operations we plan to hire personnel and resources
to address these material weaknesses. We believe these issues can be solved with hiring in-house accounting support and plan to
do so as soon as we have funds available for this. There has been no change in its internal control over financial reporting that
occurred during our company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially
affect, our company’s internal control over financial reporting.





2









Changes
in Internal Controls



During
the period ended April 30, 2017, there were no changes in our internal control over financial reporting that materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.



Item
6. Exhibits



|ExhibitNumber |  | Document
    Description                                       
|------------- |  | ---------------------------------------------------------------
|31.1          |  | Section
    302 Certifications under Sarbanes-Oxley Act of 2002
|32.1          |  | Section
    906 Certifications under Sarbanes-Oxley Act of 2002





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SIGNATURES



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



|                           | ETERNITY
    HEALTHCARE INC.                                                                             
|-------------------------- | ---------------------------------------------------------------------------------------------------------
|                           |                                                                                                          
|Date:
    January 12, 2018 | /s/
    Wei Tao Wang                                                                                     
|                           | Wei
    Tao Wang                                                                                         
|                           | President,
    Chief Executive Officer and
    Chief Financial Officer                                   
|                           | (Principal
    Executive Officer, 
    Principal Financial Officer and 
    Principal Accounting Officer)







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