UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

Amendment
No. 2



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



For
the fiscal year ended December 31, 2017



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



For
the transition period from _______________________to _______________________



Commission
File No. 333-130937



CHINA
TELETECH HOLDING, INC.

(Exact
name of registrant as specified in its charter)



|Florida                                         |  | 59-3565377                       
|----------------------------------------------- |  | ---------------------------------
|(State
or other jurisdiction
 of incorporation) |  | (IRS
Employer Identification No.)



|Bao’an
    District, Guanlan Area, Xintian,     |  |           
|----------------------------------------------- |  | ----------
|Jun’xin
    Industrial Zone Building No. 9, 10, |  |           
|Shenzhen,
    Guangdong, China                  |  | 518810    
|(Address
of principal executive offices)        |  | (Zip
Code)



Registrant’s
telephone number, including area code: (850) 521-1000



Securities
registered under Section 12(b) of the Act: None



Securities
registered under Section 12(g) of the Act: None



Indicate
by check mark whether 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 shorter period that the registrant as 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 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  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, or a non-accelerated filer. See definition
of “accelerated filer and large accelerated filer” 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.  ☐



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, or the average bid and asked price of such common equity, as of the last business day
of the registrant’s most recently completed second fiscal quarter, June 30, 2016: $442,541.33.



As
of March 20, 2017, the registrant had 173,663,776 shares of its common stock outstanding.



Documents
Incorporated by Reference: None.




















EXPLANATORY
NOTE



This
Amendment No. 1 on Form 10-K/A (Amendment No. 1) is being filed to amend our Annual Report on Form 10-K for the fiscal
year ended December 31, 2017 (Original Filing), filed with the U.S. Securities and Exchange Commission on April 2, 2018 (Original
Filing Date). The sole purpose of this Amendment No. 1 is to 1) have our auditor to revise their audit report to comply with
PCAOB AS 3101, the Auditor’s Report on an Audit of Financial Statements When the Auditor Expresses an Unqualified Opinion;
and 2) correct a typo in the previously filed report of Item Item 15 Exhibits, Financial Statement Schedules (a)(1), which
inadvertently typed “Centurion ZD CPA Limited”, instead of “Yu Certified Public Accountant, P.C.”, for
the “Report of Independent Registered Public Accounting Firm”.



Except
as described above, no changes have been made to the Original Filing and this Amendment No. 1 does not modify, amend or update
in any way any of the financial or other information contained in the Original Filing. This Amendment No. 1 does not reflect
events that may have occurred subsequent to the Original Filing Date.



Pursuant
to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 also contains new certifications
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have
been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect
to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.





1







PART
IV



Item
15. Exhibits, Financial Statement Schedules.



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



(1) Financial
Statements and Report of Independent Registered Public Accounting Firm, which are set forth in the index to Consolidated Financial
Statements on pages F-1 through F-17 of this report.



|Report
    of Independent Registered Public Accounting Firm - Yu Certified Public Accountant, P.C. | 5  
|-------------------------------------------------------------------------------------------------- | ---
|Consolidated
    Balance Sheets                                                                    | F-3
|Consolidated
    Statements of Operations                                                          | F-4
|Consolidated
    Statements of Shareholders’ Equity                                                | F-5
|Consolidated
    Statements of Cash Flows                                                          | F-6
|Notes
    to Consolidated Financial Statements                                                     | F-7



(2)
Financial Statement Schedule: None.





2







(3)
Exhibits



|Exhibit No. |  | Description                                                                                                                                                            
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1         |  | Share
    Exchange Agreement with Jinke (12)                                                                                                                           
|2.2         |  | Share
    Exchange Agreement with Kuncheng dated November 15, 2016 (13)                                                                                                
|3.1         |  | Articles
    of Incorporation (1)                                                                                                                                      
|            |  | Amendment to Articles of Incorporation (1)                                                                                                                             
|3.2         |  | Bylaws
    (1)                                                                                                                                                         
|3.3         |  | Certificate
    of Amendment to Articles of Incorporation. (9)                                                                                                         
|10.1        |  | Securities
    Purchase Agreement (2)                                                                                                                                  
|10.2        |  | Registration
    Rights Agreement (2)                                                                                                                                  
|10.3        |  | Subsidiary
    Guarantee (2)                                                                                                                                           
|10.4        |  | Security
    Agreement (2)                                                                                                                                             
|10.5        |  | Form
    of Senior Secured Convertible Debenture (2)                                                                                                                   
|10.6        |  | Form
    of Common Stock Purchase Warrant (2)                                                                                                                          
|10.7        |  | Amendment
    Agreement among the Company and certain investors, dated February 21, 2008 (3)                                                                           
|10.8        |  | Share
    Transfer Agreement between Huantong Telecom Singapore Company Pte. Ltd. and TCAM Technology Pte.  Ltd., dated February
    14, 2008 (4)                      
|10.9        |  | Share
    Transfer Agreement between Global Telecom Holdings Limited and Guangzhou Renwoxing Telecom, dated July 29, 2008 (5)                                          
|10.10       |  | Amendment
    Agreement between the Company and certain investors, dated November 3, 2008 (6)                                                                          
|10.11       |  | Settlement
    Agreement, dated December 29, 2009 (7)                                                                                                                  
|10.12       |  | Settlement
    Agreement, dated November 28, 2011 (8)                                                                                                                  
|10.13       |  | Share
    Exchange Agreement, by and among the Company, CTL and the former shareholders of CTL. (9)                                                                    
|10.14       |  | Employment
    Agreement with Ms. Yu Effective as of March 5, 2013(10)                                                                                                 
|10.15       |  | Cooperation
    Agreement with Shenzhen Jinke Energy Development Co., Ltd., dated as of June 30, 2014 (11)                                                             
|10.16       |  | Mutual
    Rescission Agreement dated November 15, 2016 by and among the Company, Liu Guangyuan and Jinke (13)                                                         
|10.17       |  | Share
    Transfer Agreement with Wee San Chuan, Francis, dated January 1, 2015                                                                                        
|10.18       |  | Employment
    Agreement with Jane Yu dated September 30, 2016                                                                                                         
|10.19       |  | Mutual
    Recission Agreement Dated December 22, 2017 by and among China Teletech Holding Inc., Liaoning Kuncheng Education Investment
    Co., Ltd., and Kunyuan Yang
|21.1        |  | List of Subsidiaries                                                                                                                                                   





3







|31.1    |  | Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.2    |  | Certification
    of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002
|32.1    |  | Certifications
    of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350*                                                                                        
|32.2    |  | Certifications
    of CFO pursuant to 18 U.S.C. Section 1350*                                                                                                                
|101.INS |  | XBRL Instance Document                                                                                                                                                       
|101.SCH |  | XBRL Taxonomy Schema                                                                                                                                                         
|101.CAL |  | XBRL Taxonomy Calculation
    Linkbase                                                                                                                                       
|101.DEF |  | XBRL Taxonomy Definition
    Linkbase                                                                                                                                        
|101.LAB |  | XBRL Taxonomy Label
    Linkbase                                                                                                                                             
|101.PRE |  | XBRL Taxonomy Presentation
    Linkbase                                                                                                                                      



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



|(1)  | Incorporated
    by reference to Form SB-2 filed on January 6, 2006.        
|---- | ----------------------------------------------------------------------------
|(2)  | Incorporated
    by reference to Form 8-K/A filed on August 8, 2007.        
|(3)  | Incorporated
    by reference to Form 8-K filed on February 28, 2008.       
|(4)  | Incorporated
    by reference to Form 8-K filed on March 11, 2008.          
|(5)  | Incorporated
    by reference to Form 8-K filed on July 31, 2008.           
|(6)  | Incorporated
    by reference to Form 8-K filed on November 5, 2008.        
|(7)  | Incorporated
    by reference to the Form 8-K filed on January 4, 2010.     
|(8)  | Incorporated
    by reference to the Form 8-K filed on December 1, 2011.    
|(9)  | Incorporated
    by reference to the Form 8-K filed on April 5, 2012.       
|(10) | Incorporated
by reference to the Form 8-K filed on March 27, 2013           
|(11) | Incorporated
        by reference to the Form 8-K filed on August 8, 2014.  
|(12) | Incorporated
        by reference to the Form 8-K filed on January 29, 2015.
|(13) | Incorporated
    by reference to the Form 8-K/A filed on November 15, 2016. 





4









Yu Certified
Public Accountant, P.C.

Professionalism, Expertise, Integrity



REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Shareholders
of
China Teletech Holding, Inc.



Opinion on
the Financial Statements



We have audited
the accompanying balance sheets of China Teletech Holding, Inc. (the “Company”) as of December 31, 2017 and 2016, and
the related statements of operations, changes in stockholders’ deficits and statements of cash flows for the years then ended,
and the related notes (collectively referred to as the financials statements). In our opinion, the financial statements referred
to above present fairly, in all material respects, the financial position of China Teletech Holding, Inc. as of December 31, 2017
and 2016, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.



Emphasis of
Matter - Going Concern



The accompanying
financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 7 to the financial
statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about
its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 7. The
financial statements do not include any adjustments that might result from the outcome of this uncertainty.



Basis for Opinion



These financial
statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.



We conducted our
audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our
audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such
opinion.



Our audits included
performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. We believe that our audits provide a reasonable basis for our opinion.



/s/ Yu Certified Public Accountant
P.C.



We have served as the Company's auditor
since 2018.



New York, New York

March 29, 2018





Certified
Public Accountants

99
Madison Avenue, Suite 601, New York NY 10016

Tel:
347-618-9237, 718-813-2130

Email:
Info@ywlcpa.com





5







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.



|                        | CHINA
    TELETECH HOLDING, INC.
|----------------------- | --------------------------------
|                        |                                 
|Date:
    June 26, 2018 | By:                             
|                        |                                 
|                        |                                 
|                        |                                 
|                        |                                 
|Date:
    June 26, 2018 | By:                             
|                        |                                 
|                        |                                 
|                        |                                 





6