UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A



(Amendment No. 1)



(Mark
One)

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



For
the fiscal year ended September 30, 2017



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



For
the transition period from ______________ to ______________



333-199967

Commission
file number



NATIONAL
ART EXCHANGE, INC.

(Exact
name registrant as specified in its charter)



|Nevada                                                                        |  | 47-1549749                                   
|----------------------------------------------------------------------------- |  | ---------------------------------------------
|(State
    or other jurisdiction of
    incorporation or organization)        |  | (I.R.S.
    Employer 
    Identification No.)
|                                                                              |  |                                              
|200
        Vesey Street, 24th Floor, Unit 24196
        New
        York, NY |  | 10080                                        
|(Address
    of principal executive offices)                                  |  | (Zip
    Code)                               



Registrant’s
telephone number, including area code: +646-512-5855



Securities registered under Section 12(b) of the Exchange Act:



|Title
    of each class                                            |  | Name
    of each exchange on which registered
|------------------------------------------------------------------ |  | ---------------------------------------------
|None                                                               |  | None                                         
|                                                                   |  |                                              
|Securities
    registered under Section 12(g) of the Exchange Act:
|Common
    Stock, par value $.001                                 
|(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 Exchange Act. Yes ☒  
No ☐



Check
whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 during the preceding 12 months (or such shorter
period that the registrant was required to submit and post such files. Yes ☐  No ☒



Check
if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K contained in this form, and no disclosure
will 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 small reporting
company. See definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check One):



|Large Accelerated
    Filer | ☐ | Accelerated Filer         | ☐
|--------------------------- | - | ------------------------- | -
|Non-accelerated Filer       | ☐ | Smaller Reporting Company | ☒

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. ☐



Aggregate
market value of the Common Stock held by non-affiliates of the Company as of March 31, 2015: N/A



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



(ISSUERS
INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)



Check
whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after
the distribution of securities under a plan confirmed by a court. Yes ☐  No ☐



As
of Jan 10, 2018, the registrant had 100,288,079 shares of common stock issued and outstanding.
















EXPLANATORY
NOTE



We are filing this
Amendment No. 1 to our annual report on Form 10-K (the “Amendment”) pursuant to a SEC comment letter, dated February
1, 2018, to update certain disclosures in the Form 10-K filed with the SEC on January 12, 2018 (the “Original Report”).
Pursuant to the SEC comments, we are filing this Amendment to present additional information required by Item 9A—Controls
and Procedures.



Except as described
above, no other updates have been made to the Original Report. The Original Report continues to speak as of the date of the Original
Report, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to
the filing of the Original Report.



In addition, pursuant
to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this Amendment, the certifications pursuant to Section
302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished, respectively, as exhibits to the Original Report have
been re-executed and re-filed as of the date of this Amendment and are included as exhibits hereto.



PART II



ITEM 9A. CONTROLS AND PROCEDURES



Evaluation of disclosure controls and procedures



At the conclusion of
the period ended September 30, 2017 we carried out an evaluation, under the supervision and with the participation of our management,
including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness
of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon that evaluation, our CEO and CFO concluded
that as of September 30, 2017, our disclosure controls and procedures were not effective and adequately designed to ensure that
the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the applicable rules and forms, and that such information was accumulated
and communicated to our management, including our CEO and CFO, in a manner that allowed for timely decisions regarding required
disclosure.



Management’s Report on Internal Control over Financial
Reporting.



Our management is responsible
for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under Exchange Act. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.
generally accepted accounting principles.



The Company's internal
control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations
of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the consolidated financial
statements.



All internal control
systems, no matter how well designed, have inherent limitations, so that no evaluation of controls can provide absolute assurance
that all control issues are detected. Also, 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 or
procedures may deteriorate. Therefore, any current evaluation of controls cannot and should not be projected to future periods.













Management conducted
an assessment of the effectiveness of our system of internal control over financial reporting as of September 30, 2017, the last
day of our fiscal year 2017. This assessment was based on criteria established in the framework Internal Control—Integrated
Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and included
an evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation,
accounting policies, and our overall control environment. Based on management's evaluation under the 2013 COSO framework, management
concluded that the Company's internal controls over financial reporting were not effective as of September 30, 2017.



A material weakness
is a deficiency or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or
detected on a timely basis. We have identified the following material weaknesses.



1.        As
of September 30, 2017, we did not maintain effective controls over the control environment. Specifically, we have not developed
a framework for accounting policies and procedures. Since these entity level programs have a pervasive effect across the organization,
management has determined that these circumstances constitute a material weakness.



2.       As
of September 30, 2017, we did not maintain effective controls over financial statement disclosure. Specifically, controls were
not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly,
management has determined that this control deficiency constitutes a material weakness.



Changes in Internal Controls.



There were no changes
in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange
Act Rules 13a-15 or 15d-15 that occurred during the quarter ended September 30, 2017 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.



Item 9B. Other Information.



None.











Item 15.  Exhibits and Financial Statement Schedules.



| | (a) | Financial Statements, incorporated by reference to the Form 10-K filed on January 12, 2018.
| | --- | -------------------------------------------------------------------------------------------



| | (b) | Exhibits:
| | --- | ---------



|Exhibit No. |  | Title
    of Document                                                                                                                                                                                                                                                                                                                                                                                            
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.1         |  | Articles
    of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1, filed
    with the SEC on November 6, 2014).                                                                                                                                                                                                                                        
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.1         |  | Certificate of Amendment Pursuant to Nevada Revised Statutes Section 78.385 and 78.390, as filed with the Secretary of State of the State of Nevada                                                                                                                                                                                                                                                              
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.2         |  | Certificate of Correction, as filed with the Secretary of State of the State of Nevada                                                                                                                                                                                                                                                                                                                           
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.2         |  | Bylaws
    (incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1, filed with the SEC on
    November 6, 2014).                                                                                                                                                                                                                                                           
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.3         |  | Articles
    of Merger filed with the Secretary of State of Nevada on September 8, 2015 (incorporated by reference to Exhibit 3.1 of the
    Company’s Current Report on Form 8-K, filed with the SEC on September 22, 2015).                                                                                                                                                                                    
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.1         |  | Convertible
    Note (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the SEC on April
    1, 2016), cancelled as of the date of this report.                                                                                                                                                                                                                   
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.1        |  | Share
    Exchange Agreement dated March 30, 2016, by and among the Company, Global International Holdings Ltd. and Global Technology
    Co., Ltd. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC
    on April 1, 2016).                                                                                                                            
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.1        |  | Executive Officer and Director Offer Letter, dated August 24, 2017, by and between the Company and Qingxi Meng                                                                                                                                                                                                                                                                                                   
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.1        |  | Director Offer Letter, dated June 9, 2017, by and between the Company and Xingtao Zhou.                                                                                                                                                                                                                                                                                                                          
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.1        |  | Termination Agreement and Release, dated October 31, 2017, by and among the Company and National Art Exchange LLC, and members of National Arts Exchange LLC.                                                                                                                                                                                                                                                    
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.2        |  | Director Offer Letter, dated June 9, 2017, by and between the Company and Xue He.                                                                                                                                                                                                                                                                                                                                
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.2        |  | English
    translation of the Management and Consulting Service Agreement dated February 16, 2016, by and between Anhui Avi-trip Technology
    Co., Ltd. and Jierun Consulting Management (Shenzhen) Co., Ltd. (incorporated by reference to Exhibit 10.2 of the Company’s
    Current Report on Form 8-K, filed with the SEC on April 1, 2016).                                                               
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.3        |  | English
    translation of the Option Agreement dated February 16, 2016, by and among Jierun Consulting Management (Shenzhen) Co., Ltd.,
    Anhui Avi-trip Technology Co., Ltd., and the two shareholders of Anhui Avi-trip Technology Co., Ltd. (incorporated by reference
    to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed with the SEC on April 1, 2016).                              
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.4        |  | English
    translation of the Equity Pledge Agreement dated February 16, 2016, by and among Jierun Consulting Management (Shenzhen) Co.,
    Ltd., Anhui Avi-trip Technology Co., Ltd., and the two shareholders of Anhui Avi-trip Technology Co., Ltd. (incorporated by
    reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed with the SEC on April 1, 2016).                       
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.5        |  | English
    translation of the Shareholders Voting Rights Proxy Agreement dated February 16, 2016, by and among Jierun Consulting Management
    (Shenzhen) Co., Ltd., Anhui Avi-trip Technology Co., Ltd., and the two shareholders of Anhui Avi-trip Technology Co., Ltd.
    (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K, filed with the SEC on April
    1, 2016).
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.6        |  | Termination
    Agreement on Management and Consulting Services Agreement (incorporated by reference to Exhibit A of the Company’s Information
    Statement on Schedule 14C filed with the SEC on August 9, 2016).                                                                                                                                                                                              
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.7        |  | Termination
    Agreement on Option Agreement (incorporated by reference to Exhibit B of the Company’s Information Statement on Schedule
    14C filed with the SEC on August 9, 2016).                                                                                                                                                                                                                          
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.8        |  | Termination
    Agreement on Voting Right Proxy Agreement (incorporated by reference to Exhibit C of the Company’s Information Statement
    on Schedule 14C filed with the SEC on August 9, 2016).                                                                                                                                                                                                              
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.9        |  | Termination
    Agreement on Equity Pledge Agreement (incorporated by reference to Exhibit D of the Company’s Information Statement
    on Schedule 14C filed with the SEC on August 9, 2016).                                                                                                                                                                                                                   
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|31.1*       |  | Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                                                                                                                                                                                                                                                                     
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|31.2*       |  | Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                                                                                                                                                                                                                                                                     
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|32.1*       |  | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                                                                                                                                                                                                      
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|32.2*       |  | Certification of Principal Financial Officer pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)                                                                                                                                                                                                                                                       



* Filed herewith.









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.



|                       | NATIONAL ART EXCHANGE, INC.
|---------------------- | ---------------------------
|                       |                            
|Date:
February 8, 2018 | By:                        
|                       |                            
|                       |                            



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              |  | Position                                     |  | Date            
|----------------- |  | -------------------------------------------- |  | ----------------
|                  |  |                                              |  |                 
|/s/ Qingxi Meng   |  | CEO & President                              |  | February 8, 2018
|Qingxi Meng       |  | Chairman                                     |  |                 
|                  |  |                                              |  |                 
|/s/ Ming Yi       |  | Chief Financial Officer (principal financial |  | February 8, 2018
|Ming Yi           |  | officer and principal accounting officer)    |  |                 
|                  |  |                                              |  |                 
|/s/ Xinqian Zhang |  | Director                                     |  | February 8, 2018
|Xinqian Zhang     |  |                                              |  |