UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

First Amendment



|[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2019



OR



|[  ] | 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: 000-33167



KIWA BIO-TECH PRODUCTS GROUP CORPORATION

(Exact
name of registrant as specified in its charter)



|Nevada                                                                                 |  | 77-0632186                                                  
|-------------------------------------------------------------------------------------- |  | ------------------------------------------------------------
|(State
        or other jurisdiction of
        incorporation
        or organization) |  | (I.R.S.
        Employer
        Identification
        No.)



|3200
        Guasti Road, Suite #100,
        Ontario,
        California |  | 91761         
|------------------------------------------------------------------------- |  | --------------
|(Address
    of principal executive offices)                              |  | (Zip
    Code)



(909)
456-8828

(Registrant’s
telephone number, including area code)



n/a

(Former
address)



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



Securities
Registered Pursuant to Section 12(g) of the Act:



|Title
    of Each Class            |  | Trading
    Symbol |  | Name
    of Each Exchange on which registered
|---------------------------------- |  | ------------------ |  | ---------------------------------------------
|Common Stock, par
    value $0.001 |  | KWBTB              |  | OTCQB                                        



Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]
No [X]



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



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]



Indicate
by check mark whether the registrant has submitted electronically 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 [X] No [  ]



Indicate
by check mark if disclosure of delinquent filers in response 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, 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.



|Large accelerated filer [  ]                      | Accelerated filer [  ]           
|------------------------------------------------- | ---------------------------------
|                                                  |                                  
|Non-accelerated
    filer [  ]                    | Smaller reporting
    company [X]
|                                                  |                                  
|(Do not check if
    a smaller reporting company) | Emerging growth
    company [  ] 



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



The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2019, based
on a closing price of $0.75 was approximately $10,522,514.



As
of May 29, 2020, the Company had 282,385,206 shares of common stock, $0.001 par value, issued and outstanding.



Documents
Incorporated by Reference: None.
























Explanatory
Note



This
First Amendment to Annual Report on Form 10-K (filed on May 29, 2020 is being filed to include statements required by the U.S.
Securities and Exchange Commission relating to the Company’s reliance on SEC Release No. 34-88465 with respect to the delayed
filing of such Form 10-K. There are no further changes to the originally-filed Form 10-K.















RELIANCE
ON SEC ORDER



Kiwa
Bio-Tech Products Group Corporation (the “Company”), is filing its Annual Report on Form 10-K for the fiscal year
ended December 31, 2019, or the 2019 Annual Report, pursuant to the Securities and Exchange Commission’s, Order under Section
36 of the Securities Exchange Act of 1934 Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies
dated March 25, 2020 (Release No. 34-88465).



As
set forth in the Company’s Forms 8-K (including amendments thereto) furnished to the SEC on March 9, 2020, March 30, 2020,
April 30, 2020 and May 8, 2020, the Company was unable to file the 2019 Annual Report within the prescribed time period because
the completion of the auditing process was been delayed by Chinese Government-imposed quarantines, office closings and travel
restrictions which affected both the Company’s and its service provider’s personnel. Specifically, the Company has
significant operations in the city of Yangling, Shaanxi Province, China. Due to concerns related to the spread of the Coronavirus,
the entire city of Yangling was locked down by the Government of China commencing January 25, 2020 and only recently re-opened.
Until recently, all of the Company’s employees in this area were required by the Chinese Government to stay at home until
further notice, subject to the containment of the COVID-19. In compliance with the Chinese Government’s health emergency
rules in place, the Company’s building was closed effective January 19, 2020 and, until recently, people were not allowed
to enter the office and to access certain of the Company’s business records located in it. Due to Chinese Government-imposed
quarantines, office closings and travel restrictions affecting the Company’s personnel and service providers, the Company’s
accounting department has been unable to process certain of its accounting records and receipts on a timely basis as required
to complete the audit of the Company’s financial statements.













Signatures



Pursuant
to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.



Date:
June 1, 2020



| | KIWA BIO-TECH PRODUCTS GROUP
    CORPORATION.
| | ---------------------------------------------
| |                                              
| | By:                                          
| |                                              
| |                                              
| | By:                                          
| |                                              



Pursuant
to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf of the registrant and in the capacities and on the dates indicated.



|/s/
    Wade Li     |  | Chief
    Executive Officer and Director     |  | June
    1, 2020
|------------------- |  | -------------------------------------------- |  | ----------------
|Wade Li             |  | (Principal Executive
    Officer)            |  |                 
|                    |  |                                              |  |                 
|/s/
    Hon Man Yun |  | Chief Financial
    Officer                  |  | June 1, 2020    
|Hon Man Yun         |  | (Principal Financial and Accounting Officer) |  |