UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Amendment No. 2  to

FORM 10-K





(Mark one)



|þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------
|  |                                                                                     
|  | For the fiscal year ended May 31, 2016                                              



OR



|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------
|  |                                                                                         
|  | For the transition period  to                                                           



Commission File Number: 000-54207



CHINESEINVESTORS.COM, INC.

(Exact name of registrant as specified in
its charter)



|Indiana                                                                |  | 35-2089868                                  
|---------------------------------------------------------------------- |  | --------------------------------------------
|(State or Other Jurisdiction
        of Incorporation or Organization) |  | (IRS Employer
        Identification Number)



227 West Valley Boulevard, Suite 208A, San
Gabriel, CA 91776

Wei Wang, Chief Executive Officer - (800)
808-8760



Copies to: Michael E. Shaff, Esq., Irvine
Venture Law Firm, LLP

19900 MacArthur Boulevard, Suite 1150, Irvine,
CA 92612 Telephone (949) 660-7700



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



|Title of each class            |  | Name of exchange on which registered
|------------------------------ |  | ------------------------------------
|Common Stock, $0.001 par value |  | None                                



Securities registered pursuant to Section 12(g)
of the Act: All Common Stock $0.001 par value



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



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 ̈Noþ



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. YesþNo ̈



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).  YesþNo ̈



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.þ



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. (Check one):



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



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ̈Noþ



The aggregate market value of the registrant’s
voting and non-voting common stock held by non-affiliates of the registrant on May 31, 2016, the last business day of the registrant’s
most recently completed fiscal quarter, computed by reference to the last sale price of the registrant’s common stock as
reported by The NASDAQ Global Select Market on such date, was approximately $16,808,750. This computation assumes that all executive
officers, directors and persons known to the registrant to be the beneficial owners of more than ten percent of the registrant’s
common stock are affiliates of the registrant. Such assumption should not be deemed conclusive for any other purpose.



As of August 31, 2016, there were outstanding
7,661,805 shares of the issuer’s common stock, par value $0.001 per share and 905,000 shares of the issuer’s Class
“A” preferred stock, par value $0.001 per share and 2,535,000 shares of the issuer’s Class “B” preferred
stock, par value $0.001, and 5,000,000 shares of the issuer’s Class “C” preferred stock, par value $0.001.



Documents incorporated by reference: None






















EXPLANATORY NOTE



This Amendment No. 2 to the Annual Report on Form 10-K is filed
to respond to the SEC comment letter dated February 2, 2017. No other changes have been made to the Form 10-K, as originally filed
on September 13, 2016, and to the Form 10-K/A Amendment No. 1, as filed on September 14, 2016.





Item 9A. Controls and Procedures

Management’s Annual Report on Internal Control Over Financial
Reporting, page 14



Item 9.A. Controls and Procedures



Management’s Annual Report on Internal Control Over
Financial Reporting



Our management is responsible for establishing and maintaining adequate
control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act. Our management assessed the
effectiveness of our internal control over financial reporting as of May 31, 2016. In making this assessment, our management used
the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated
Framework. Our management has concluded that, as of May 31, 2016, our internal control over financial reporting is not effective
primarily based on these criteria, due to material weaknesses resulting from our failure to 1) implement and monitor specific cutoff
procedures, 2) properly review and approve bank reconciliations or provide correct responsibilities to adequately segregate activity
in the area of cash receipts and cash disbursements, 3) effectively implement comprehensive entity level internal controls, 4)
adequately segregate duties within the accounting department due to an insufficient number of staff, and 5) implement appropriate
information technology controls. In consideration of our smaller size, the burden of elimination of these material weaknesses would
create an undue financial burden on the Company.



Evaluation of Disclosure Controls and Procedures



Our principal executive officer and principal financial officer,
after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
as of the end of the period covered by this Annual Report on Form 10-K, have concluded that, based on such evaluation, our
disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in the reports
that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified
in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive and
principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required
disclosure.



Changes in Controls and Procedures



In the current year the Company continued to implement a new accounting
information system that had started to be implemented in the preceding year to address several of our internal controls issues.
There were no other significant changes in our internal controls over financial reporting or in other factors identified in connection
with the evaluation required by Exchange Act Rules 13a-15(d) or 15d-15(d) that occurred during the year ended May 31, 2016 that
have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.



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 the Exchange Act. Our internal controls
over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles.



Because of inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods
are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.







2







Our management assessed the effectiveness of our internal controls
over financial reporting as of May 31, 2016 based on the framework inInternal Control-Integrated Framework, published
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment, we have concluded that
our internal controls over financial reporting were not effective as of May 31, 2015 and May 31, 2016, though the Company has taken
significant steps to improve our internal controls. Implementation of full adequate internal controls would have a devastating
financial effect on the Company, likely causing its demise. As we continue to grow our revenues to a point where such controls
and requirements can be affordably implemented, we will continue to remain aware of these weaknesses. Management continues to work
to improve its disclosure controls and procedures over financial reporting and to resolve deficiencies.



This Annual Report on Form 10-K does not include an attestation
report by our registered public accounting firm regarding internal control over financial reporting. Management's report was not
subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide
only our management’s report in this Annual Report on Form 10-K.













































3









Signatures



Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 2 to Annual Report on Form 10-K/A to be signed on its behalf by
the undersigned, thereunto duly authorized.







|                           | ChineseInvestors.com, Inc. |                        
|-------------------------- | -------------------------- | -----------------------
|                           | (Registrant)               |                        
|                           |                            |                        
|                           |                            |                        
|Date: February 3,
    2017 | By:                        | /s/ Wei Wang           
|                           |                            | Wei Wang               
|                           |                            | Chief Executive Officer
|                           |                            |                        
|Date: February 3, 2017     | By:                        | /s/ Guoqi Deng         
|                           |                            | Guoqi Deng             
|                           |                            | Chief Financial Officer

















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