UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

Amendment No. 1



(Mark One)



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



For the fiscal year ended December 31, 2016



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



For the transition period from __________________ to ___________________



Commission file number: 000-55564



KT HIGH-TECH
MARKETING, INC.

(Exact name of registrant as specified in
its charter)



|Delaware                       |  | 81-1004273         
|------------------------------ |  | -------------------
|State or other jurisdiction of |  | (I.R.S. Employer   
|Incorporation or organization  |  | Identification No.)



|14440 Big Basin Way #12, Saratoga, California |  | 95070     
|--------------------------------------------- |  | ----------
|(Address of principal executive offices)      |  | (Zip Code)



Registrant’s telephone number, including area code: 408-663-5247



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 $0.0001



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ̈
Yes x 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 x 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 past 90 days. x 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). x 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. x



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.



|Large accelerated filer  ̈                                             | Accelerated filer  ̈        
|--------------------------------------------------------------------- | ---------------------------
|Non-accelerated filer  ̈ (Do not check if a smaller reporting company) | Smaller reporting company x
|                                                                      | 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 Act). x Yes  ̈No



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,
or the bid and asked price of such common equity, as of June 30, 2016 was approximately $0.00, as no trading market has developed
for the registrant’s common equity.



The number of shares of common stock, par
value $0.0001 (the “Common Stock”), outstanding as of March 28, 2017 was 26,506,000.



DOCUMENTS INCORPORATED BY REFERENCE



None.


















EXPLANATORY NOTE



This Amendment No.
1 on Form 10-K/A amends the Company’s Annual Report on Form 10-K, as filed by the Company with the
Securities and Exchange Commission on March 30, 2017 (the “Form 10-K”), and is being filed for the purpose of
amending Part II, Item 9A of the Form 10-K to correct the disclosures pertaining to management’s evaluation
of the design and operation of the Company’s disclosure controls and procedures, plus management’s assessment of the
effectiveness of the Company’s internal control over financial reporting.  Except as set forth in Item 9A below and
the filing of related certifications, no other changes are made to the Form 10-K. Unless expressly stated, this Amendment
No. 1 does not reflect events occurring after the filing of the Form 10-K, nor does it modify or update in any way the
disclosures contained in the Form 10-K, including the Company’s financial statements and the footnotes thereto.



PART II



Item 9A. Controls and Procedures.



Disclosure Controls and Procedures



Our
management, with the participation of our principal executive officer(who is also the principal financial officer),carried
out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the
period covered by this report, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act. Based on this evaluation, our principal executive officer concluded that, as of the end of the period covered in this
report, our disclosure controls and procedures were not effective to provide reasonable assurance that the information required
to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported
within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our
principal executive officer, as appropriate, to allow timely decisions regarding required disclosure.



Internal Control over Financial Reporting



Management’s Annual Report on
Internal Control over Financial Reporting



Our management is responsible
for establishing and maintaining adequate internal control over our financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Securities Exchange Act. Our management is also required to assess and report on the effectiveness of our internal control
over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Internal
control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting
for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes
policies and procedures that: (i) pertain to maintaining records that in reasonable detail accurately and fairly reflect our transactions;
(ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements and that
receipts and expenditures of company assets are made in accordance with management authorization; and (iii) provide reasonable
assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial
statements would be prevented or detected on a timely basis.



Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies and procedures may deteriorate.



Management conducted
an evaluation of the effectiveness of our internal control over financial reporting based on the 2013 framework in Internal
Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based
on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31,
2016 and that material weaknesses in our internal control over financial reporting existed, as more fully described below.



A material weakness
is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board (“PCAOB”)
Auditing Standard AS 2201, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management has
identified the following material weaknesses which have caused management to conclude that as of December 31, 2016 our internal
controls over financial reporting were not effective at the reasonable assurance level:



| | 1. | We do not have sufficient resources in our accounting function, which restricts the Company’s
ability to gather, analyze and properly review information related to financial reporting in a timely manner. In addition, due
to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.
To the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed
by separate individuals in order to achieve proper segregation of duties.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | We do not have personnel with sufficient experience with United States generally accepted accounting
principles and SEC reporting to address and record certain transactions.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We have taken steps
to remediate the second weakness described above, including by engaging a financial reporting advisor with expertise in SEC reporting
and accounting for complex transactions. We intend to continue to address these weaknesses as resources permit. We will continue
to monitor the effectiveness of our internal control over financial reporting in the areas affected by the material weaknesses
discussed above.











Notwithstanding the
assessment that our internal control over financial reporting was not effective and that there are material weaknesses, as identified
herein, we believe that our consolidated financial statements contained in this Annual Report fairly present our financial position,
results of operations and cash flows, for the years covered thereby, in all material respects.



Changes in Internal Control Over Financial
Reporting



We regularly review
our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase
efficiency. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating
processes.



There have been no
changes in our internal control over financial reporting during the last fiscal quarter of 2016 that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.



Inherent Limitations of the Effectiveness
of Controls



Management does not
expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all
error and fraud. A control system, no matter how well designed and operated, is based upon certain assumptions and can provide
only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute
assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within
the Company have been detected.



No Attestation Report of Registered
Public Accounting Firm



This Annual Report
does not contain an attestation report of our independent registered public accounting firm related to internal control over financial
reporting because the rules for smaller reporting companies provide an exemption from the attestation requirement.











PART IV



Item 15. Exhibits, Financial Statement Schedules.



|Exhibit
                                                           No. |  | Description                                                                                                                                             
|---------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                       |  |                                                                                                                                                         
|3.1                                                                    |  | Articles of Incorporation of the Company (1)                                                                                                            
|                                                                       |  |                                                                                                                                                         
|3.2                                                                    |  | Bylaws of the Company (1)                                                                                                                               
|                                                                       |  |                                                                                                                                                         
|10. 1                                                                  |  | Letter of Intent by and between the Company and E3 Enterprise (2)                                                                                       
|                                                                       |  |                                                                                                                                                         
|10. 1                                                                  |  | Letter of Intent by and between the Company and KULR Technology Corporation (3)                                                                         
|                                                                       |  |                                                                                                                                                         
|21.1                                                                   |  | List of Subsidiaries***                                                                                                                                 
|                                                                       |  |                                                                                                                                                         
|31.1                                                                   |  | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                
|                                                                       |  |                                                                                                                                                         
|31.2                                                                   |  | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                
|                                                                       |  |                                                                                                                                                         
|32.1                                                                   |  | Certification of the Principal Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
|                                                                       |  |                                                                                                                                                         
|32.2                                                                   |  | Certification of the Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
|                                                                       |  |                                                                                                                                                         
|101.INS                                                                |  | XBRL Instance Document***                                                                                                                               
|                                                                       |  |                                                                                                                                                         
|101.SCH                                                                |  | XBRL Taxonomy Extension Schema Document***                                                                                                              
|                                                                       |  |                                                                                                                                                         
|101.CAL                                                                |  | XBRL Taxonomy Calculation Linkbase Document***                                                                                                          
|                                                                       |  |                                                                                                                                                         
|101.DEF                                                                |  | XBRL Taxonomy Extension Definition Linkbase Document***                                                                                                 
|                                                                       |  |                                                                                                                                                         
|101.LAB                                                                |  | XBRL Taxonomy Label Linkbase Document***                                                                                                                
|                                                                       |  |                                                                                                                                                         
|101.PRE                                                                |  | XBRL Taxonomy Presentation Linkbase Document***                                                                                                         



*Filed herewith.

**Furnished herewith.

***Previously filed.



| | (1) | Previously filed on Form
10-12G on January 7, 2016 (File No.: 000-55564) as the same exhibit number as the exhibit number listed here, and incorporated
herein by this reference.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Previously filed on Form
S-1 on June 28, 2016 (File No.: 333-212272) as the same exhibit number as the exhibit number listed here, and incorporated herein
by this reference.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Previously filed as an exhibit
to Form 8-K on October 31, 2016 as exhibit number 99.1 and incorporated herein by this reference.
| | --- | --------------------------------------------------------------------------------------------------------------------------------











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.



|                        | KT High-Tech Marketing, Inc.
|----------------------- | ----------------------------
|                        |                             
|Date: February 16, 2018 | By:                         
|                        |                             
|                        |                             



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.



|Signature           |  | Title                                           |  | Date             
|------------------- |  | ----------------------------------------------- |  | -----------------
|                    |  |                                                 |  |                  
|/s/ Michael Mo      |  | Chief Executive Officer, President and Director |  | February 16, 2018
|Michael Mo          |  |                                                 |  |                  
|                    |  |                                                 |  |                  
|/s/ George Henschke |  | Interim Principal Financial Officer             |  | February 16, 2018
|George Henschke     |  |                                                 |  |                  
|                    |  |                                                 |  |                  
|/s/ Timothy Knowles |  | Director                                        |  | February 16, 2018
|Timothy Knowles     |  |                                                 |  |