Head Trainer, Inc. executed an agreement and plan of merger to acquire TeleHealthCare, Inc. (OTCPK:TLLT) in reverse merger transaction on September 7, 2017. TeleHealthCare will issue 52.5 million of its common stock. Following the consummation of the merger and giving effect to the securities sold in the offering and the retirement of approximately 47 million shares, the stockholders of HeadTrainer will beneficially own approximately 59% of the issued and outstanding common stock of TeleHealthCare. Concurrently with the merger, TeleHealthCare accepted subscriptions its Series A Convertible Debentures in the aggregate principal amount of $0.2 million. It also accepted subscriptions in a private placement offering of 9.640055 million shares of its common stock at a purchase price of $0.0227 per share, for the aggregate offering amount of $0.220035 million. As a result of the merger, HeadTrainer will become a wholly-owned subsidiary of the TeleHealthCare. Conditions precedent to the closing of the transaction include approval by the Board of Directors of each entity, consummation of private placement and due diligence, third party approval, approval of lenders, cancellation of options/warrants and other stock equivalents and the amendment to the Charter Article of TeleHealthCare, change the name of the Company to HeadTrainer, Inc. The merger has been approved by the shareholders and board of Head Trainer. Board of TeleHealthCare have apprived the transction. Peter Campitiello of Kane Kessler, P.C. acted as legal advisor to TeleHealthCare. Head Trainer, Inc. completed the acquisition of TeleHealthCare, Inc. (OTCPK:TLLT) in reverse merger transaction on September 11, 2017. TeleHealthCare will immediately begin to operate under the HeadTrainer brand name. At the effective time of the merger, TeleHealthCare Board of Directors and officers was reconstituted wherein Bob Finigan became the new Chairman, Chief Financial Officer and Chief Executive Officer and Derek Cahill resigned from all positions, including Director and Chief Executive Officer. Maurice Duschlag and Jay Bilas also joined the Board of Directors of TeleHealthCare.