UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Amendment No. 1)



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

For the fiscal year ended September 30,
2014
or

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

For the transition period from ______________to
_______________.



Commission
File Number: 0-49801



DUBLI, INC.





|Nevada                                                        |  | 13-4067623                         
|------------------------------------------------------------- |  | -----------------------------------
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.)



6750 N. Andrews Ave, Suite 200

Ft Lauderdale, FL 33309

(Address of principal executive offices)



561-362-2381

(Issuer’s telephone number)



Securities registered pursuant to Section
12(b) of the Act: None



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

Common Stock, par value $0.001

(Title of class)



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐    Noþ



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 ☐    Noþ



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 ☐    Noþ



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 ☐   Noþ















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 definitions of
“large accelerated filer”, “accelerated filer” and “smaller reporting company” as defined in
Rule 12b-2 of the Exchange Act.



|Large accelerated filer | ☐ | Accelerated filer         | ☐
|----------------------- | - | ------------------------- | -
|Non-accelerated filer   | ☐ | Smaller reporting company | þ



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



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
as of March 31, 2014 was $18.1 million.



As of April 8, 2015, 432,204,678 million
shares of the registrant’s Common Stock, par value $0.001 per share, were outstanding and 185,000 shares of the registrant’s
Preferred Stock, par value $0.01 per share, were outstanding.



DOCUMENTS INCORPORATED BY REFERENCE.
None





|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXPLANATORY
        NOTE
        The Company
        is filing this Amendment No.1 on Form 10-K/A (this “Amendment) to its Annual Report on Form 10-K for the fiscal year ended
        September 30, 2014 originally filed on April 15, 2015 (the “Original Filing”) by DubLi Inc., a Nevada corporation
        solely to amend Item 15 of Part IV of the Original Filing - Report of Independent Registered Public Accounting Firm on Schedule
        F-1 which should be dated April 15, 2015 instead of April 14, 2015.
        Except as
        described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date
        of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date
        subsequent to the filing of the Original Filing.
        Item 15.
        Exhibits and Financial Statements Schedules
        
        Schedule
F-1/A of this Amendment is filed with this Report.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



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, thereunto duly authorized.



|April 22, 2015 |           
|-------------- | ----------
|               |           
|               | DUBLI, INC
|               |           
|               | By:       
|               |           
|               |           















Item 15. Exhibits and Financial Statement Schedules



Report of Independent Registered Public
Accounting Firm



To the Board of Directors and Stockholders

DubLi, Inc.

Ft Lauderdale, Florida



We have audited the accompanying consolidated
balance sheets of DubLi, Inc. and subsidiaries (the “Company”) as of September 30, 2014 and 2013 and the related
consolidated statements of operations, comprehensive income (loss), stockholders’ equity (deficit), and cash flows for
each of the years in the two year period ended September 30, 2014. The consolidated financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the consolidated financial statements based on
our audits.



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



In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the consolidated financial position of DubLi, Inc. and subsidiaries
as of September 30, 2014 and 2013 and the consolidated results of their operations, comprehensive income (loss) and their
cash flows for each of the years in the two year period ended September 30, 2014 in conformity with accounting principles generally
accepted in the United States of America.



/s/ Mayer Hoffman McCann P.C.



Boca Raton, Florida

April 15, 2015



F-1/A