SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2018
or
☐ 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) | (IRS Employer Identification No.) |
c/o Team Youn Bio Medicine International Corp. Limited 18 Carnarvon Road Tsim Sha TsuiI, KL, Hong Kong | N/A | |
| (Address of principal executive offices) | (Zip Code) |
+8613691884662
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | 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 7(a)(2)(B) ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ YES ☒ NO
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of March 10, 2018, we had outstanding 171,058,437 shares of common stock.
Explanatory Note
We are filing this amendment to amend Items 2 (Unregistered Sales of Equity Securities and 6 (Exhibits) of Part II.
PART II – OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities
On January 16, 2018, we issued 82,946,800 shares of our common stock to Team Youn Bio Medecine Corp International Limited upon conversion of $CDN 1,063,966 (approximately $USD 829,468, 1 CAD to 0.7796 USD) at a conversion price of $0.01 per share. The issuance of the shares was exempt from the registration requirements of the Securities Act pursuant to Regulation S thereof. The certificate representing the shares was imprinted with the customary Regulation S restrictive legends.
Item 6. Exhibits
| Exhibit Number | Document Description | |
| 3.1* | Certificate of Amendment to Articles of Incorporation increasing authorized capital stock. | |
| 10.1 | Common Stock Purchase Agreement dated July 19, 2017. | |
| 10.2 | Debt Conversion Agreement. | |
| 31.1 | Section 302 Certifications under Sarbanes-Oxley Act of 2002 | |
| 32.1 | Section 906 Certifications under Sarbanes-Oxley Act of 2002 | |
| 101.INS* | XBRL Instance Document | |
| 101.SCH* | XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
*Previously filed.
| 1 |
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: June 29, 2018 | /s/ Weitao Wang |
| Weitao Wang | |
| President, Chief Executive Officer and Chief Financial Officer | |
| (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
| 2 |
