UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 2)

(Mark One)

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

For the fiscal year ended December 31, 2016

or

☐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: 000-55576

YANGTZE RIVER DEVELOPMENT LIMITED

(Exact name of registrant as specified in its
charter)

|Nevada                                                           |  | 27-1636887                                  
|---------------------------------------------------------------- |  | --------------------------------------------
|State or other jurisdiction ofincorporation or organization      |  | (I.R.S. Employer
        Identification No.)
|                                                                 |  |                                             
|183 Broadway, Suite 5
        New York, NY
        United States |  | 10007                                       
|(Address of principal executive offices)                         |  | (Zip Code)                                  



Registrant’s telephone number, including
area code: (646) 861-3315

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

|Title of each class: |  | Name of each exchange on which registered:
|-------------------- |  | ------------------------------------------
|None                 |  | None                                      



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

Common Stock, par value $0.0001 per share

(Title of class)

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

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.

|Accelerated filer     | ☒                                               | Large accelerated filer   | ☐
|--------------------- | ----------------------------------------------- | ------------------------- | -
|Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes☐No☒

State 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,
as of the last business day of the registrant’s most recently completed second fiscal quarter: $409,477,453.

Number of the issuer’s common stock
outstanding as of March 8, 2017: 172,269,446.

Documents incorporate by reference: None.



















EXPLANATORY NOTE



Yangtze River Development
Limited (the “Company”) is filing this Amendment No. 2 to its Annual Report on Form 10-K/A for the fiscal year ended
December 31, 2016 (“Amendment No. 2”) to amend the Annual Report which was originally filed with the Securities
and Exchange Commission (the “SEC”) on March 10, 2017 (the “Original Annual Report”). Company subsequently
filed Amendment No. 1 to its Annual Report on Form 10-K/A for the fiscal year ended December 31, 2016 (“Amendment No. 1”)
on March 10, 2017. The purpose of this Amendment No. 2 is to amend the director compensation table under item 11 “Executive
Compensation” section.



Pursuant to
Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Amendment No. 2 also
contains new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. Accordingly, Amendment No. 2
includes the currently dated certifications as exhibits.



Except as described
above, no attempt has been made in this Amendment No. 2 to modify or update the other disclosures in the Original Annual Report.
Amendment No. 2 continues to speak as of the date of the Original Annual Report, and the Company has not updated the disclosures
contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Annual Report. Accordingly,
Amendment No. 2 should be read in conjunction with the Original Annual Report and Amendment No. 1.














TABLE OF CONTENTS



|Part III  
|----------
|          
|Item 11   
|          
|Part IV   
|          
|Item 15   
|Signatures














PART III



Item 11. Executive Compensation.



Summary Compensation Table



The Summary Compensation Table below sets forth
information regarding the compensation awarded to or earned by the company’s executive officers for our fiscal years ended
December 31, 2016 and 2015.



|Name                                                 |  | Year |      |  | Salary
        ($) |  |        | Bonus
        ($) |  |  | Securities-based Compensation
        ($) |  |  | All other compensation
        ($) |   |  | Total
        ($) | 
|---------------------------------------------------- |  | ---- | ---- |  | ------------------ |  | ------ | ----------------- |  |  | ----------------------------------------- |  |  | ---------------------------------- | - |  | ----------------- | 
|Xiangyao Liu                                         |  |      | 2016 |  |                    |  | 0      |                   |  |  | -                                         |  |  |                                    | - |  |                   | 
|Chief Executive Officer(1)                           |  |      | 2015 |  |                    |  | 0      |                   |  |  | -                                         |  |  |                                    | - |  |                   | 
|                                                     |  |      |      |  |                    |  |        |                   |  |  |                                           |  |  |                                    |   |  |                   | 
|Jianfeng Guo
        Former Chief Executive Officer, |  |      | 2016 |  |                    |  | -      |                   |  |  | -                                         |  |  |                                    | - |  |                   | 
|Former Chairman of the Board (2)                     |  |      | 2015 |  |                    |  | -      |                   |  |  | -                                         |  |  |                                    | - |  |                   | 
|                                                     |  |      |      |  |                    |  |        |                   |  |  |                                           |  |  |                                    |   |  |                   | 
|Longlin Hu                                           |  |      | 2016 |  |                    |  | 0      |                   |  |  |                                           |  |  |                                    |   |  |                   | 
|Former Chief Executive Officer(3)                    |  |      | 2015 |  |                    |  | 37,500 |                   |  |  |                                           |  |  |                                    |   |  |                   | 
|                                                     |  |      |      |  |                    |  |        |                   |  |  |                                           |  |  |                                    |   |  |                   | 
|Xin “Cindy” Zheng                                    |  |      | 2016 |  |                    |  | -      |                   |  |  | -                                         |  |  |                                    | - |  |                   | 
|Chief Financial Officer                              |  |      | 2015 |  |                    |  | 54,000 |                   |  |  | -                                         |  |  |                                    | - |  |                   | 



|(1) | On December 19, 2015, Company acquired Energetic Mind and its wholly-owned subsidiaries and in connection with that transaction, Mr. Liu was appointed as our President, Chief Executive Officer, Secretary and Chairman of the Board. The amounts in this table reflect compensation awarded or paid by Energetic Mind and its subsidiaries to Mr. Liu in fiscal year 2014 and 2015. As of the date of this Annual Report, President, Chief Executive Officer, Secretary and Chairman of the Board.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(2) | Mr. Guo was appointed as our President and Chief Executive Officer on June 1, 2015 and resigned as an executive officer and director on December 19, 2015 as a result of the transaction describe above in (1).                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(3) | Mr. Hu resigned from all his officer and director positions as president and chief executive office of the Company and as a member of the board of directors on June 1, 2015. Prior to his resignation, Mr. Hu served as the President and Chief Executive Officer and a member of the Board of Directors from March 1, 2011.                                                                                                                                                                       



Employment Agreements



We have employment agreements with all of our directors and officers
except Xiangyao Liu.



Option Grants



We had no outstanding equity awards as of the end of fiscal year
2016.



Option Exercises and Fiscal Year-End Option Value Table



There were no stock options exercised during fiscal 2016 by the
executive officers.



Long-Term Incentive Plans and Awards



There were no awards made to a named executive officer in fiscal
2016 under any long-term incentive plan.



Employment Contracts, Termination of Employment, Change-in-Control
Arrangements



We have no other employment agreements with any of our executive
officers.



1






Director Compensation Table



The following table sets forth the compensation received by each
of our Directors for the year ended December 31, 2016.



|Name                                           |  | Fees
        Earned
        or Paid
        in Cash
        ($) |        |     | Stock
        Awards
        ($) |  |   | Option
        Awards
        ($) |  |  | Non-Equity
        Incentive Plan
        Compensation
        ($) |  |  | Non-Qualified
        Deferred
        Compensation
        ($) |   |  | All Other
        Compensation
        ($) |  |   | Total($) | 
|---------------------------------------------- |  | --------------------------------------------------------------- | ------ | --- | -------------------------------- |  | - | --------------------------------- |  |  | ------------------------------------------------------------------ |  |  | --------------------------------------------------------------- | - |  | ------------------------------------------ |  | - | -------- | 
|Xiangyao LiuChairman of the Board              |  |                                                                 | -      |     |                                  |  | - |                                   |  |  | -                                                                  |  |  |                                                                 | - |  |                                            |  | - |          | 
|James Stuart ColemanExecutive Director(1)      |  |                                                                 | 70,000 |     |                                  |  | - |                                   |  |  | -                                                                  |  |  |                                                                 | - |  |                                            |  | - |          | 
|Zhanhuai ChengExecutive Director (1)           |  |                                                                 | 24,000 |     |                                  |  | - |                                   |  |  | -                                                                  |  |  |                                                                 | - |  |                                            |  | - |          | 
|Yanliang WuExecutive Director (1)              |  |                                                                 | 24,000 |     |                                  |  | - |                                   |  |  | -                                                                  |  |  |                                                                 | - |  |                                            |  | - |          | 
|Yu ZongExecutive Director(1)                   |  |                                                                 | 24,000 |     |                                  |  | - |                                   |  |  | -                                                                  |  |  |                                                                 | - |  |                                            |  | - |          | 
|Harvey LeibowitzIndependent Director (2)       |  |                                                                 | 50,105 | (7) |                                  |  | - |                                   |  |  | -                                                                  |  |  |                                                                 | - |  |                                            |  | - |          | 
|Zhixue LiuIndependent Director(3)              |  |                                                                 | 24,000 |     |                                  |  | - |                                   |  |  | -                                                                  |  |  |                                                                 | - |  |                                            |  | - |          | 
|Tongmin WangIndependent Director(3)            |  |                                                                 | 24,000 |     |                                  |  | - |                                   |  |  | -                                                                  |  |  |                                                                 | - |  |                                            |  | - |          | 
|Daniel W. HeffernanIndependent Director (4)(5) |  |                                                                 | 46,158 | (8) |                                  |  | - |                                   |  |  | -                                                                  |  |  |                                                                 | - |  |                                            |  | - |          | 
|Romano TioIndependent Director(4)(5)(6)        |  |                                                                 | 46,158 | (8) |                                  |  | - |                                   |  |  | -                                                                  |  |  |                                                                 | - |  |                                            |  | - |          | 
|Zhihong SuIndependent Director(3)(5)           |  |                                                                 | 24,000 |     |                                  |  | - |                                   |  |  | -                                                                  |  |  |                                                                 | - |  |                                            |  | - |          | 



|(1) | As employee directors, James Coleman will be provided with cash compensation of $70,000 per year. Yanliang Wu, Yu Zong and Zhanhuai Cheng will be provided with cash compensation of $24,000 per year, payable monthly.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(2) | As an independent
    director and Chair of the Audit Committee, Harvey Leibowitz will be provided with the following compensation: (a) subject to
    the Board’s approval, the Company will issue each a total of 20,000 shares of restricted common stock for services
    rendered to the Company, with an annual compensation in cash of $48,000, payable quarterly; and (b) during the directorship
    term, the Company will reimburse the independent directors for all reasonable out-of-pocket travel expenses incurred by the
    director in attending any in-person meetings, provided that the director complies with the generally applicable policies,
    practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such
    expenses.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(3) | As independent
    directors, Zhihong Su, Tongmin Wang and Zhixue Liu will be provided with the following compensation: (a) subject to the
    Board’s approval, the Company will issue each a total of 10,000 shares of restricted common stock for services rendered
    to the Company, with an annual compensation in cash of $24,000, payable monthly; and (b) during the directorship term, the
    Company will reimburse the independent directors for all reasonable out-of-pocket travel expenses incurred by the director in
    attending any in-person meetings, provided that the director complies with the generally applicable policies, practices and
    procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses.                  





|(4) | As independent directors, Daniel W. Heffernan and Romano Tio will be provided with the following compensation: (a) subject to the Board’s approval, the Company will issue each a total of 15,000 shares of restricted common stock for services rendered to the Company, with an annual compensation in cash of $48,000, payable quarterly; and (b) during the directorship term, the Company will reimburse the independent directors for all reasonable out-of-pocket travel expenses incurred by the director in attending any in-person meetings, provided that the director complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(5) | Individuals were appointed as members of the Board in January 2016.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(6) | Adam Goldberg replaced Romano Tio as member of the Board in February 2017.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(7) | Harvey Leibowitz began serving as an independent director of the Company since December 15, 2015. $2,105 was added to his $48,000 annual compensation in 2016.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(8) | Daniel Heffernan and Romano Tio began serving as independent directors of the Company since January 14, 2016. $1,842 was deducted from $48,000 annual compensation for each of them in 2016.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     









PART IV



Item 15. Exhibits, Financial Statement Schedules.



(a) The following documents
are filed as part of this report:

3. Exhibits:

The
exhibits listed in the exhibit index of the Original Annual Report and the exhibits listed in the exhibit index of this Amendment
No. 2 are filed with, or incorporated by reference in, this report.





|Exhibit Number |  | Description                                                                                                                                                                           
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                                                       
|31.1           |  | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                
|31.2           |  | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                
|32.1+          |  | Certification of Principal Executive Officer and Principal Financial 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 Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                



+ In accordance with SEC Release 33-8238, Exhibit 32.1 and 32.2
are being furnished and not filed.



3








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.



| | YANGTZE RIVER DEVELOPMENT LIMITED
| | ---------------------------------
| |                                  
| | By:                              
| |                                  
| |                                  
| |                                  
| | Date:                            
| |                                  
| | By:                              
| |                                  
| |                                  
| |                                  
| | Date:                            



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/ Xiangyao Liu         |  | President, Chief Executive Officer and Director |  | March 17, 2017
|Xiangyao Liu             |  | (Principal Executive Officer)                   |  |               
|                         |  | Chief Financial Officer                         |  |               
|                         |  |                                                 |  |               
|/s/ Xin Zheng            |  | (Principal Financial and Accounting Officer)    |  | March 17, 2017
|Xin Zheng                |  |                                                 |  |               
|                         |  |                                                 |  |               
|/s/ James Stuart Coleman |  | Director                                        |  | March 17, 2017
|James Stuart Coleman     |  |                                                 |  |               
|                         |  |                                                 |  |               
|/s/ Zhanhuai Cheng       |  | Director                                        |  | March 17, 2017
|Zhanhuai Cheng           |  |                                                 |  |               
|                         |  |                                                 |  |               
|/s/ Yanliang Wu          |  | Director                                        |  | March 17, 2017
|Yanliang Wu              |  |                                                 |  |               
|                         |  |                                                 |  |               
|/s/ Yu Zong              |  | Director                                        |  | March 17, 2017
|Yu Zong                  |  |                                                 |  |               
|                         |  |                                                 |  |               
|/s/ Harvey Leibowitz     |  | Independent Director                            |  | March 17, 2017
|Harvey Leibowitz         |  |                                                 |  |               
|                         |  |                                                 |  |               
|/s/ Zhixue Liu           |  | Independent Director                            |  | March 17, 2017
|Zhixue Liu               |  |                                                 |  |               
|                         |  |                                                 |  |               
|/s/
    Tongmin Wang     |  | Independent Director                            |  | March 17, 2017
|Tongmin Wang             |  |                                                 |  |               
|                         |  |                                                 |  |               
|/s/ Adam Goldberg        |  | Independent Director                            |  | March 17, 2017
|Adam Goldberg            |  |                                                 |  |               
|                         |  |                                                 |  |               
|/s/ Daniel W. Heffernan  |  | Independent Director                            |  | March 17, 2017
|Daniel W. Heffernan      |  |                                                 |  |               
|                         |  |                                                 |  |               
|/s/ Zhihong Su           |  | Independent Director                            |  | March 17, 2017
|Zhihong Su               |  |                                                 |  |               





4