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**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**



FORM 10-K/A

(Amendment No. 1)





|(Mark One)                           
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|**x**                                
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|For the year ended September 30, 2016
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|OR                                   
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|o                                    









|TELEHEALTHCARE, INC.                                  
|------------------------------------------------------
|(Exact name of registrant as specified in its charter)



Commission file number: 333-201391





|Wyoming                                                        |  | 80-0873491                         
|-------------------------------------------------------------- |  | -----------------------------------
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. EmployerIdentification No.)
|                                                               |  |                                    
|1031 Calle Recodo,
San Clemente, CA                            |  | 92673                              
|(Address of principal executive offices)                       |  | (Zip Code)                         



Registrant’s telephone number, including area code: (888) 997-2632



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





|Title of each class |  | Name of each exchange on which registered
|------------------- |  | -----------------------------------------
|None                |  | None                                     



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



Common Stock, par value $0.001 per share



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



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 xNo o



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 oNo x



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 oNo x



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the 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. o



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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





|Large accelerated filer                       |  ̈ | Accelerated filer         |  ̈
|--------------------------------------------- | - | ------------------------- | -
|Non-accelerated filer                         |  ̈ | Smaller reporting company | x
|(Do not check if a smaller reporting company) |   |                          



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



As of March 31, 2016, (last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was approximately $1,719,537.



As of December 27, 2016, there were 153,873,000 shares of common stock outstanding.



DOCUMENTS INCORPORATED BY REFERENCE



None.



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Explanatory Note:The sole purpose of this Amendment to the Annual Report on Form 10-K of Telehealthcare, Inc. (the “Registrant”) for the fiscal year ended September 30, 2016, filed with the Securities and Exchange Commission on January 6, 2017 (the “Original Filing”) is to change the designation of the Registration as a shell company to “No”, which was erroneously marked “Yes” on the Original Filing.





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SIGNATURES



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





|                       | TELEHEALTHCARE, INC. |                                                                    
|---------------------- | -------------------- | -------------------------------------------------------------------
|                       |                      |                                                                    
|Date: February 8, 2017 | By:                  | */s/ Derek Cahill*                                                 
|                       | Name:                | Derek Cahill                                                       
|                       | Title:               | Chief Executive Officer(Principal Executive Officer)               
|                       |                      |                                                                    
|                       | TELEHEALTHCARE, INC. |                                                                    
|                       |                      |                                                                    
|Date: February 8, 2017 | By:                  | */s/ James Donahue*                                                
|                       | Name:                | James Donahue                                                      
|                       | Title:               | Chief Financial Officer(Principal Financial and Accounting Officer)







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