UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K/A





|☒ | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
    1934 for the fiscal year ended December 31, 2019
|- | ------------------------------------------------------------------------------------------------------------------------------------



or



|o | 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: 333-161941



KEMIAO GARMENT HOLDING GROUP

(Exact name of registrant as specified in
its charter)



|Nevada                                                                         |  | N/A                                 
|------------------------------------------------------------------------------ |  | ------------------------------------
|(State or other jurisdiction of incorporation
        or
        organization) |  | (I.R.S. Employer Identification No.)
|                                                                               |  |                                     
|401 Ryland Street
        Suite 200-A
        Reno, NV                         |  | 89502                               
|(Address of principal executive offices)                                       |  | (Zip Code)                          



+86 (021) 3893-2525

(Registrant’s telephone number, including
area code)





6910 S. Cimarron Rd. Suite 240, Las
Vegas, NV 89114

(Former name, former address and former
fiscal year, if changed since last report)





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



|Title of each Class | Trading Symbol | Name of each exchange on which registered
|------------------- | -------------- | -----------------------------------------
|None                | N/A            | N/A                                      





Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐   No  x



Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐   No  x



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  x   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 (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes  x     No ☐



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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  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). Yes ☐ No  x



As of March 11, 2020, there were
62,942 shares outstanding of the registrant’s common stock.












Explanatory Note



Kemiao Garment Holding Corp. (the “Company”) is
filing this Amendment to its Form 10-K filed on March 20, 2020 solely to update the Company’s address.



No other changes have been made to the Form 10-K . This Amendment
speaks as of the Original Filing Date and does not reflect events that may have occurred subsequent to the Original Filing Date,
and does not modify or update in any way the disclosures made in the Form 10-K.































2









ITEM 15. Exhibits, Financial Statement Schedules.



Financial Statements



The financial statements of the
Company are included in Part II, Item 8 of this Report.



Exhibits



|Exhibit No. | Name of Exhibit                                                                                                                                       
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1        | Certification of Chief Executive Officer required under Rule
    13a-14(a)/15d-14(a) under the Exchange Act.                                          
|31.2        | Certification of Chief Financial Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.                                              
|32.1        | Certification of Chief Executive Officer pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|32.2        | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.    













3






SIGNATURES



Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.



|                     | KEMIAO GARMENT HOLDING GROUP              
|-------------------- | ------------------------------------------
|                     |                                           
|Dated: June 19, 2020 | /s/ Yanping Sheng                         
|                     | Yanping Sheng, Principal Executive Officer













Pursuant to the requirements 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.



|Name              |  | Title                                                                  |  | Date         
|----------------- |  | ---------------------------------------------------------------------- |  | -------------
|                  |  |                                                                        |  |              
|/s/ Yanping Sheng |  | Principal Executive Officer, Principal Financial Officer, and Director |  | June 19, 2020
|Yanping Sheng     |  |                                                                        |  |              
|                  |  |                                                                        |  |              











4