UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 20-F/A

(Amendment No. 1)



(Mark One)

☐ REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934



OR



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



For the fiscal year ended December 31, 2018



OR



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



For the transition period from ___________
to ___________



OR



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



Date of event requiring this shell company
report _________________________



Commission file number: 001-34661



|LIANLUO SMART LIMITED                                 
|------------------------------------------------------
|(Exact Name of Registrant as Specified in Its Charter)



Not Applicable

(Translation of Registrant’s Name
Into English)



British Virgin Islands

(Jurisdiction of Incorporation or Organization)



|Room 611, 6th Floor, BeiKong Technology Building, No. 10 Baifuquan Road,
|------------------------------------------------------------------------
|Changping District, Beijing, 102200 China                               
|(Address of Principal Executive Offices)                                



|Mr. Ping Chen, Chief Executive Officer                                                 
|---------------------------------------------------------------------------------------
|Room 611, 6th Floor, BeiKong Technology Building, No. 10 Baifuquan Road,               
|Changping District, Beijing, 102200 China                                              
|Tel: +86-10-89788107                                                                   
|(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)











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



|Title of Each Class                                   |  | Trading Symbol(s) |  | Name of Each Exchange On Which Registered
|----------------------------------------------------- |  | ----------------- |  | -----------------------------------------
|Class A Common Shares, par value 
$0.002731 per share |  | LLIT              |  | NASDAQ Capital Market                    



Securities registered or to be registered pursuant to Section
12(g) of the Act.



|None            
|----------------
|(Title of Class)



Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act.



|None            
|----------------
|(Title of Class)



Indicate the number of outstanding shares of each of the issuer’s
classes of capital or common stock as of the close of the period covered by the annual report: As of December 31, 2018, there were
17,806,586 shares of the registrant’s Common Shares outstanding, including 6,695,475 Class A Common Shares, par value $0.002731
per share and 11,111,111 Class B Common Shares, par value $0.002731 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 ☐
No ☒



If this report is an annual or transition report, indicate by
check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934.

Yes
☐ 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.

Yes
☒ No ☐



Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T 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, or a non-accelerated filer.



Large
Accelerated Filer ☐      Accelerated Filer ☐        Non-Accelerated Filer ☒       Emerging growth company ☐



If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 which basis of accounting the registrant
has used to prepare the financial statements included in this filing:



|U.S. GAAP ☒ | International Financial Reporting        | ☐ | Other ☐
|----------- | ---------------------------------------- | - | -------
|            | Standards as issued by the International |   |        
|            | Accounting Standards Board               |   |        



If “Other” has been checked in response to the previous
question, indicate by check mark which financial statement item the registrant has elected to follow.

☐
Item 17 ☐ Item 18



If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☒
















EXPLANATORY
STATEMENT



This Amendment
No. 1 on Form 20-F/A (the “Amendment No. 1”) is being filed by Lianluo Smart Limited (the “Company”) to
amend the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2018, originally filed with the U.S.
Securities Exchange Commission (the “Commission”) on May 15, 2019 (the “Original Filing”). The Company
is filing this Amendment No. 1 to revise the disclosures of the Company’s Common Shares on the cover page of this Amendment
No. 1 and include a consent of the Company’s former independent registered public accounting firm as Exhibit 15.1.



Except as described above, this Amendment No. 1 does not amend
any information set forth in the Original Filing or reflect any events that occurred subsequent to the filing of the Original Filing
on May 15, 2019. Accordingly, this Amendment No.1 should be read in conjunction with the Original Filing and with the Company’s
filings with the Commission subsequent to the Original Filing.











| | ITEM 19. | EXHIBITS
| | -------- | --------



Documents filed as exhibits to this Amendment No. 1:



|12.1 |  | Certifications pursuant to Rule 13a-14(a) or 15(d)-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                     
|12.2 |  | Certifications pursuant to Rule 13a-14(a) or 15(d)-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|     |  |                                                                                                                                                                                     
|13.1 |  | Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)                                                            
|     |  |                                                                                                                                                                                     
|13.2 |  | Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                             
|     |  |                                                                                                                                                                                     
|15.1 |  | Consent of Centurion ZD CPA & Co. (successor of Centurion ZD CPA Limited)                                                                                                           











SIGNATURE



The registrant hereby
certifies that it meets all of the requirements for filing on Amendment No. 1 to Annual Report on Form 20-F and that it has duly caused and authorized the undersigned
to sign this annual report on its behalf.



|Date:  February 10, 2020 | Lianluo Smart Limited  
|------------------------ | -----------------------
|                         |                        
|                         | /s/ Ping Chen          
|                         | Ping Chen              
|                         | Chief Executive Officer