UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





(Mark
One)





FORM 10-K/A


(Amendment No. 1)





☒
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: 333-140645








TONGJI HEALTHCARE GROUP,
INC.





(Exact
name of registrant as specified in its charter)





Nevada
99-0364697State
or other jurisdiction of
Incorporation
or organization
(I.R.S.
Employer
Identification
No.)





No. 5 Beiji Road


Nanning, Guangxi, People’s Republic of China





(Address
of principal executive offices) (Zip Code)





Registrant’s
telephone number, including area code 011-86-771-2020000





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





Title
of each class

Name of
each exchange on which registered





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





Common
Stock, $0.001 par value per share








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





Note – Checking the box above will not relieve any
registrant required to file reports pursuant to Section 13 or 15(d)
of the Exchange Act from their obligations under those
Sections.





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. ☒





1





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
☐ (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, 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.





The
aggregate market value of the voting and non-voting common stock of
the issuer held by non-affiliates as of June 30, 2016 was
approximately $398,179.81 (5,688,283 shares of common stock held by
non-affiliates) based upon a closing price of the common stock of
$0.07, the price at which the common equity was last sold on June
8, 2016.





Note.—If a determination as to whether a particular
person or entity is an affiliate cannot be made without involving
unreasonable effort and expense, the aggregate market value of the
common stock held by non-affiliates may be calculated on the basis
of assumptions reasonable under the circumstances, provided that
the assumptions are set forth in this Form.





APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:





Indicate
by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court. ☐ Yes ☐ No





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





Indicate
the number of shares outstanding of each of the registrant’s
classes of common stock, as of the latest practicable
date.





As of
April 17, 2017, there are 15,812,191 shares of common stock, par
value $0.001 issued and outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





List
hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) Any annual report to security
holders; (2) Any proxy or information statement; and (3) Any
prospectus filed pursuant to Rule 424(b) or (c) under the
Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to
security holders for fiscal year ended December 24,
1980).





























2








EXPLANATORY NOTE





Tongji
Healthcare Group Inc. (the “Company”) is filing this
Amendment No. 1 on Form 10-K/A (the “Form 10-K/A”) to
amend its annual report on Form 10-K for the fiscal year ended
December 31, 2016 (the “2016 Form 10-K”) as originally
filed with the Securities and Exchange Commission (the
“SEC”) on April 18, 2017 as it had inadvertently
excluded information about its principal accounting fees and
services for fiscal year 2016. Accordingly, Item 14 of the 2016
Form 10-K is deleted in its entirety and replaced with the
following new Item 14.





Other
than as expressly set forth above, this Form 10-K/A does not, and
does not purport to, revise, update, amend or restate the
information presented in any Item of the 2016 Form 10-K or reflect
any events that have occurred after the filing of the 2016 Form
10-K.








PART II





Item
14.      Principal Accounting Fees and
Services.





We were
billed by our current independent public accounting firms Anton
& Chia, LLP, for the following professional services they
performed for us during the years ended December 31, 2016 and 2015
as set forth in the table below.





Year
Ended December 31,2016
2015Audit
fees
$41,000
$38,700Audit-related
fees
$21,738
$16,500Tax
fees
$-
$-All other
fees
$62,738
$55,200





Our
Board of Directors pre-approves all audit and non-audit services
performed by the Company's auditor and the fees to be paid in
connection with such services.








PART IV





Item
15.        Exhibits, Financial
Statements Schedules





The
following information required under this item (other than Exhibits
31.1, 31.2, 32.1 and 32.2) were filed as part of the 2016 Form
10-K:





(a)
 (1) Consolidated
Financial Statements.


(2) Financial
Statement Schedules.


(3) Exhibits are
incorporated herein by reference or are filed with this report as
indicated below.





(b)





Number

Exhibit2

Plan of
Merger (Incorporated by reference to the exhibit filed with our
registration statement on Form SB-2)3.1

Articles
of Incorporation (Incorporated by reference to the exhibit filed
with our registration statement on Form SB-2 )3.2

Bylaws
(Incorporated by reference to the exhibit filed with our
registration statement on Form SB-2)10.1

Employment
Agreement, dated March 3, 2011 between the Company and Eric Zhang
(Incorporated by reference to Exhibit 10.1 to our current report on
Form 8-K filed on March 9, 2011)10.2

Guangxi
Medical Insurance and Designated Medical Institution Agreement
(Incorporated by reference to the same exhibit filed with our
quarterly report on Form 10-Q filed on May 15, 2014)10.3

Employment
Agreement, dated May 2, 2014 between the Company and Eric Zhang
(Incorporated by reference to the same exhibit filed with our
quarterly report on Form 10-Q filed on May 15, 2014)10.4

Employment
Agreement, dated July 30, 2014 between the Company and Eric Zhang
(Incorporated by reference to the same exhibit filed with our
quarterly report on Form 10-Q filed on August 4, 2014)21.1

List of
Subsidiaries








3





31.1

Certification of the Principal Executive
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2

Certification of the Principal Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1

Certification of the Principal Executive
Officer pursuant to U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. *32.2

Certification of the Principal Financial
Officer pursuant to U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. *





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*Filed
herewith.















































4








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.





Tongji Healthcare Group, Inc.Date:
May 5, 2017
By:
/s/
Yunhui YuYunhui
Yu
President
and Chief Executive Officer
(Principal
Executive Officer)Date:
May 5, 2017
By:
/s/
Eric ZhangEric
Zhang
Chief
Financial Officer
(Principal
Financial and Accounting Officer)





Pursuant
to the requirements of Section 13 or 15(d) 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.





Signature

Title

Date/s/
Yunhui Yu

President,
Chief Executive Officer

May
5, 2017Yunhui
Yu

and
Chairman (Principal Executive Officer)/s/
Eric Zhang

Chief
Financial Officer

May 5,
2017Eric
Zhang

(Principal
Financial and Accounting Officer)/s/
Xiangwei Zeng

Vice
President and a Director

May 5,
2017Xiangwei
Zeng/s/
Jialin Zhang

Vice
President and a Director

May 5,
2017Jialin
Zhang

















5