ALLR / Allarity Therapeutics, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

شركة ألاريتي ثيرابيوتيكس

الإحصائيات الأساسية
CIK 1623590
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Allarity Therapeutics, Inc.
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
December 4, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ 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: 000-55685 FINTECH

November 20, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ 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: 000-55685 FINTECH SCIO

November 20, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ 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: 000-55685 FINTECH SCION

November 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-55685 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-55685 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SA

October 28, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 5) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 5) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 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 000-55685 FINTEC

October 16, 2024 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 16, 2024 FINTECH SCION LIMITED (Exact name of registrant as specified in its charter) Nevada 000-55685 30-0803939 (State or other jurisdiction of incorporation) (Commission Fil

October 11, 2024 CORRESP

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Responses to SEC queries for 10-K/A Amendment No. 4 to Form 10-K for Fiscal Year Ended December 31, 2023 Report of Independent Registered Public Accounting Firm, page F-2 1. We reviewed the changes you made to restate your financial statements in response to prior comment 16. Please make arrangements with your auditors for them to revise their report to include an explanatory paragraph (immediatel

August 28, 2024 CORRESP

FINTECH SCION LIMITED M Floor & 1st Floor No. 33 Jalan Maharajalela 50150, Kuala Lumpur, Malaysia

FINTECH SCION LIMITED M Floor & 1st Floor No. 33 Jalan Maharajalela 50150, Kuala Lumpur, Malaysia August 28, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: Rucha Pandit Dietrick King Scott Stringer Rufus Decker Re: Fintech Scion Limited Form 10-K for Fiscal Year Ended December 31, 2023 Amendment No. 3 to Form 10-K for Fiscal Year E

August 28, 2024 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 26, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 26, 2024 FINTECH SCION LIMITED (Exact name of registrant as specified in its charter) Nevada 000-55685 30-0803939 (State or other jurisdiction of incorporati

August 28, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 4) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 4) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 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 000-55685 FINTEC

August 26, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 26, 2024 FINTECH SCION LIMI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 26, 2024 FINTECH SCION LIMITED (Exact name of registrant as specified in its charter) Nevada 000-55685 30-0803939 (State or other jurisdiction of incorporation) (Commission File

May 16, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 3) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 3) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 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 000-55685 FINTEC

May 14, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-55685 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-55685 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐

May 10, 2024 10-K/A

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, 2023 ☐ TRANSITION REPO

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, 2023 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 000-55685 FINTEC

May 10, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) FINTECH SCION LIMITED (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price(1) Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.

May 10, 2024 S-1/A

As filed with the Securities and Exchange Commission on May 10, 2024

As filed with the Securities and Exchange Commission on May 10, 2024 Registration No.

May 9, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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, 2023 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 000-55685 FINTEC

April 26, 2024 EX-10.22

Letter of Engagement with Richard Berman dated April 1, 2024

Exhibit 10.22 Date: March 30, 2024 Richard J Berman 420 Lexington Avenue Suite 1402 New York, NY 10170 Dear Sir RE: REMUNERATION AS INDEPENDENT DIRECTOR OF FINTECH SCION LIMITED (“FSL” OR THE “COMPANY”) 1. Director remuneration 1.1 The remuneration fees as an independent director for FSL shall be USD100,000 for 2023. There will be no remuneration for 2024 until the Company is uplisted on Nasdaq. 1

April 26, 2024 EX-10.20

Fintech Scion Limited 2023 Omnibus Equity Incentive Plan

Exhibit 10.20 FINTECH SCION lIMITED 2023 OMNIBUS EQUITY INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the Fintech Scion Limited 2023 Omnibus Equity Incentive Plan. The purposes of the Plan are to (i) provide an additional incentive to selected employees, directors, and independent contractors of the Company or its Affiliates whose contributions are essential to the growth and

April 26, 2024 EX-10.23

Loan Agreement dated July 13, 2022 by and between Fintech Scion Limited and Shalom Dodoun

Exhibit 10.23 DATED 13TH OF JULY 2022 LOAN AGREEMENT between Fintech Scion Limited and Shalom Dodoun This agreement is dated 13th of July 2022 Parties (1) FINTECH SCION LIMITED incorporated and registered in England and Wales with company number 13033865 whose registered office is at 1-2 Charterhouse Mews, London EC1 M 6BB (Borrower) (2) SHALOM DODOUN of Pinehurst, 32a Cedars Close, Hendon, London

April 26, 2024 S-1

As filed with the Securities and Exchange Commission on April 26, 2024

As filed with the Securities and Exchange Commission on April 26, 2024 Registration No.

April 26, 2024 EX-10.24

Deed of Variation to Loan Agreement between Fintech Scion Limited and Shalom Dodoun dated March 22, 2024

Exhibit 10.24 DATED Deed of variation of loan agreement between FINTECH SCION LIMITED and SHALOM DODOUN This deed is dated 22nd of March 2024 Parties (1) Fintech Scion Limited incorporated and registered in England and Wales with company number 13033865 whose registered office is at 1-2 Charterhouse Mews, London, United Kingdom, EC1M 6BB (Borrower) (2) Shalom Dodoun of 1 Embassy Court, 45 Wellingt

April 26, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) FINTECH SCION LIMITED (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price(1) Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.

April 26, 2024 EX-10.21

Consultancy Agreement dated March 1, 2023 by and between Colin Ellis and HWGC Holdings Limited

Exhibit 10.21 DATED 2023 (1) HWGC HOLDINGS LIMITED And (2) COLIN ELLIS CONSULTANCY AGREEMENT Date: 2023 Parties: (1) HWGC Holdings Limited a company incorporated in Nevada, USA with entity ID ED0556682013-0 whose registered office is at 701 S.Carson Street, Suite 200, Carson City, NE, USA (“The Company”) AND (2) Colin Ellis of 1 Charterhouse Mews, London, EC1M 6BB (“The Consultant”) 1. Appointment

April 5, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 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 000-55685 FINTECH SCION LIMITED (Exa

March 28, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-55685 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-55685 NOTIFICATION OF LATE FILING ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR

February 5, 2024 8-K

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2023 Fintech Scion Limited (Exact name of registrant as specified in its charter) Nevada 000-55685 30-0803939 (State or other jurisdiction of incorporation) (Commission F

January 29, 2024 8-K

Changes in Registrant's Certifying Accountant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2023 Fintech Scion Limited (Exact name of registrant as specified in its charter) Nevada 000-55685 30-0803939 (State or other jurisdiction of incorporation) (Commission F

November 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ 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: 000-55685 FINTECH

October 12, 2023 EX-10.1

Asset Conveyance Agreement by and among Fintech Scion Limited and CICO Digital Solutions Limited dated October 11, 2023.

Exhibit 10.1 ASSET CONVEYANCE AGREEMENT This ASSET CONVEYANCE AGREEMENT (this “Agreement”) is entered into as of October 11, 2023, by and among Fintech Scion Limited, a Nevada corporation (“Purchaser”) and CICO Digital Solutions Limited, a British Columbia company (“Seller”). Purchaser and Seller are also referred herein as a “Party” or collectively as the “Parties.” RECITALS A. Seller owns and op

October 12, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2023 Fintech Scion Limited (Exact name of registrant as specified in its charter) Nevada 000-55685 30-0803939 (State or other jurisdiction of incorporation) (Commission Fi

August 23, 2023 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 22, 2023 Fintech Scion Limited (Exact name of registrant as specified in its charter) Nevada 000-55685 30-0803939 (State or other jurisdiction of incorporation) (Commission File

August 21, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ 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: 000-55685 FINTECH SCION

August 14, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-38630 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-38630 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ T

July 13, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

July 13, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

June 30, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

June 28, 2023 SC 13D/A

HWGC / HWGC Holdings Ltd / Lim Chun Hoo - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) * Fintech Scion Limited (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 92849Y305 (CUSIP Number) Lim Chun Hoo No. 59, Jalan Manja 5, Villa Manja, Sunway SPK Damansara Federal Territory of Kuala Lumpur N8 52200 +60 126998084

June 27, 2023 SC 13D/A

HWGC / HWGC Holdings Ltd / Dodoun Shalom - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) * Fintech Scion Limited (Name of Issuer) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 92849Y305 (CUSIP Number) Shalom Dodoun c/o Fintech Scion Limited Portman House, 2 Portman Street, London, W1H 6DU, UK +44 20 3982 5041 (Name,

May 22, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ 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: 000-55685 FINTECH SCIO

May 22, 2023 EX-3.1

Certificate of Amendment to Articles of Association of Fintech Scion Limited

Exhibit 3.1 APPENDIX A CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF HWGC HOLDINGS LIMITED (Pursuant to NRS 78.385) HWGC Holdings Limited, a corporation organized and existing under the laws of the State of Nevada, hereby certifies as follows: Article 1 of the Corporation’s Articles of Incorporation shall be amended as follows: “The name of the Corporation is Fi

May 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-38630 NOTIFICATION OF LATE FILING

NT 10-Q 1 g083543nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-38630 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐

April 28, 2023 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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, 2022 ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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, 2022 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

April 24, 2023 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

DEF 14C 1 g083491def14c.htm DEF 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement

April 17, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 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 000-55685 HWGC HOLDINGS LIMITED (Exa

April 13, 2023 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement HWGC HOLDINGS LIMITED (Name of Regis

March 31, 2023 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-38630 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-38630 NOTIFICATION OF LATE FILING ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR

March 14, 2023 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement HWGC HOLDINGS LIMITED (Name of Regis

March 1, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 HWGC Holdings L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 HWGC Holdings Limited (Exact name of registrant as specified in its charter) Nevada 000-55685 30-0803939 (State or other jurisdiction of incorporation) (Commission F

February 15, 2023 EX-99.5

BUSINESS

Exhibit 99.5 BUSINESS Overview HWGC Holdings Limited (“FintechCashier”, the “Company”, “we”, “our”, or “us”) offers digital banking services by providing the tools, skills and solutions to facilitate payment services to merchants, offering a variety of secured, online and fully managed transactions and settlements. We provide a financial layered ecosystem built on a broad technology infrastructure

February 15, 2023 EX-99.4

FORWARD-LOOKING INFORMATION

Exhibit 99.4 FORWARD-LOOKING INFORMATION Exhibits 99.5 and 99.6 to this Current Report on Form 8-K contain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. Such forward-looking information may include, without limitation, information with respect to our objectives and the strategies to ach

February 15, 2023 EX-99.3

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION On November 30, 2022, HWGC Holdings Limited (“HWGC”) consummated the share exchange transaction (“Share Exchange”) with Fintech Scion Limited (“Fintech). The consummation is after HWGC closed the share exchange transaction with HWGG Capital P.L.C (“HWGG”) on November 15, 2022. With the consummation of the Share

February 15, 2023 EX-99.1

FINTECH SCION LIMITED CONSOLIDATED BALANCE SHEETS (In U.S. Dollars)

Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of FINTECH SCION LIMITED : Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of “FINTECH SCION LIMITED together with its subsidiaries (“the Company”) as of December 31, 2021 and 2020, and the related consolidated statements of Income (loss) a

February 15, 2023 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2022 HWGC Holdings Limited (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-55685 (Com

February 15, 2023 EX-99.6

RISK FACTORS

Exhibit 99.6 RISK FACTORS General Risk Factors The market price of our common stock will likely fluctuate. The market price of our common stock has been volatile. There is currently only a limited public market for our common stock, which is listed on the OTCQB marketplace of OTC Markets, and there can be no assurance that a trading market will develop further or be maintained in the future. The t

February 15, 2023 EX-99.2

FINTECH SCION LIMITED CONDENSED CONSOLIDATED BALANCE SHEETS (In U.S. dollars)

Exhibit 99.2 FINTECH SCION LIMITED CONDENSED CONSOLIDATED BALANCE SHEETS (In U.S. dollars) As of As of September 30, December 31, 2022 (Unaudited) 2021 (Audited) ASSETS Current assets Cash and cash equivalents $ 953,202 $ 126,054 Accounts receivable 107,467 — Amount due from related parties — — Other receivables and other current assets 78,931 31,116 Total Current Assets 1,139,600 157,170 Non-curr

December 30, 2022 EX-10.24

Stock Purchase Agreement, dated December 30, 2022, by and among HWGC Holdings Limited, Leong Yee Ming, and Vitaxel Sdn Bhd.

Exhibit 10.24 EXECUTION VERSION STOCK PURCHASE AGREEMENT (this ?Agreement?), dated as of December 30, 2022, by and among HWGC Holdings Limited, a Nevada corporation (the ?Seller?), with an address at Portman House, 2 Portman Street, London, W1H 6DU, United Kingdom, Leong Yee Ming (the ?Purchaser?), a resident of the Country of Malaysia, with an address at 11-2-3, Menara Antara, Jalan Bukit Ceylon

December 30, 2022 8-K

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2022 HWGC Holdings Limited (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-55685 (Commission File Number)

December 19, 2022 EX-99.2

HWGG CAPITAL P.L.C. CONDENSED CONSOLIDATED BALANCE SHEETS (In U.S. dollars)

Exhibit 99.2 HWGG CAPITAL P.L.C. CONDENSED CONSOLIDATED BALANCE SHEETS (In U.S. dollars) As of As of September 30, December 31, 2022 (Unaudited) 2021 (Audited) ASSETS Current assets Cash and cash equivalents $ 3,657,307 $ 455,404 Account receivable 4,363,163 2,082,551 Amount due from related parties 1,901,006 2,116,513 Inventories 2,314 17,546 Other receivables, prepayments and other current asset

December 19, 2022 EX-99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of HWGG CAPITAL P.L.C: Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of “HWGG CAPITAL P.L.C together with its subsidiaries (“the Company”) as of December 31, 2021 and 2020, and the related consolidated statements of Income (loss) and comp

December 19, 2022 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2022 HWGC Holdings Limited (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-55685 (Com

December 19, 2022 EX-99.3

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION Introduction The unaudited pro forma condensed combined financial statements as of and for the period September 30, 2022, and as of and for the year ended December 31, 2021 contained in this prospectus have been prepared based on certain pro forma adjustments to the Company’s historical financial statements set

December 15, 2022 SC 13D

HWGC / HWGC Holdings Ltd / Dodoun Shalom - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) * HWGC Holdings Limited (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securities) 92849Y305 (CUSIP Number) Shalom Dodoun c/o HWGC Holdings Limited Portman House, 2 Portman Street, London, W1H 6DU, UK +44 20 3982 5041 (Name, Address an

December 13, 2022 SC 13D

HWGC / HWGC Holdings Ltd / Lim Chun Hoo - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) * HWGC Holdings Limited (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securities) 92849Y305 (CUSIP Number) Lim Chun Hoo No. 59, Jalan Manja 5, Villa Manja Sunway SPK Damansara Federal Territory Kuala Lumpur N8 52200 +60 126998084 (Nam

November 30, 2022 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Changes in Control of Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2022 HWGC Holdings Limited (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-55685 (Commission File Number)

November 23, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2022 HWGC Holdings Limited (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-55685 (Commission File Number)

November 15, 2022 EX-10.23

Waiver Letter, dated November 15, 2022, by and among HWGC Holdings Limited, HWGG Capital P.L.C., and the shareholders of HWGG Capital P.L.C.

Exhibit 10.23 HWGC Holdings Limited Portman House, 2 Portman Street, London, W1H 6DU, UK November 15, 2022 HWGG Capital P.L.C. Lot 2-15, Labuan Times Square, Jalan Merdeka, 87007 Labuan, Malaysia Attn: Mr. Mok Lip Bin Shareholders 52200 Kuala Lumpur, Malaysia Attn: Mr. Lim Chun Hoo Re: Waiver of Certain Closing Conditions Gentlemen: Reference is made to the Share Exchange Agreement, dated as of Ju

November 15, 2022 8-K

Changes in Control of Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2022 HWGC Holdings Limited (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-55685 (Commission File Number)

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? 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: 000-55685 HWGC HOL

October 6, 2022 RW

Leong Yee Ming Chief Executive Officer, Chief Financial Officer HWGC Holdings Ltd 2nd Floor, 31 – 33, Jalan Maharajalela, 50150 Kuala Lumpur, Malaysia

RW 1 g083225rw.htm RW Leong Yee Ming Chief Executive Officer, Chief Financial Officer HWGC Holdings Ltd 2nd Floor, 31 – 33, Jalan Maharajalela, 50150 Kuala Lumpur, Malaysia VIA EDGAR SUBMISSION TYPE RW October 6, 2022 Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Margaret Schwartz Re: HWGC Holdings Li

August 16, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) HWGC Holdings Limited (Exact Name of Registrant as Specified in its Charter) Table 1?Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Time Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock 457(f)(2) 91,666,667 (1)(2) $0.

August 16, 2022 EX-4.1

Description of Common Stock (incorporated by reference to Exhibit 4.1 to Form S-4 filed with the SEC on August 16, 2022).

Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary describes the common stock of HWGC Holdings Limited, a Nevada corporation (the ?Company?), which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). Only the Company?s common stock is registered under Section

August 16, 2022 S-4

As filed with the Securities and Exchange Commission on August 16, 2022

As filed with the Securities and Exchange Commission on August 16, 2022 Registration No.

August 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? 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: 000-55685 HWGC HOLDINGS

August 11, 2022 EX-10.22

Share Exchange Agreement by and among the Company, Fintech Scion Limited and Shareholders of Fintech Scion Limited (incorporated by reference to Exhibit 10.22 from the Registrant’s Current Report on Form 8-K dated August 9, 2022)

Exhibit 10.22 EXECUTION VERSION SHARE EXCHANGE AGREEMENT BY AND AMONG HWGC HOLDINGS LIMITED, FINTECH SCION LIMITED AND THE SHAREHOLDERS OF FINTECH SCION LIMITED Dated as of August 9, 2022 TABLE OF CONTENTS Page Article I Definitions 1 1.1 Certain Defined Terms 1 1.2 Definitions 6 1.3 Interpretation and Rules of Construction 7 Article II Description of Transaction 9 2.1 The Transaction 9 2.2 The Cl

August 11, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2022 HWGC Holdings Limited (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-55685 (Commission File Number) 30

July 25, 2022 EX-10.21

Share Exchange Agreement by and among the Company, HWGG Capital, P.L.C. and Shareholders of HWGG Capital P.L.C. (incorporated by reference to Exhibit 10.21 from the Registrant’s Current Report on Form 8-K dated July 25, 2022)

Exhibit 10.21 EXECUTION VERSION SHARE EXCHANGE AGREEMENT BY AND AMONG HWGC HOLDINGS LIMITED, HWGG CAPITAL P.L.C. AND THE SHAREHOLDERS OF HWGG CAPITAL P.L.C. Dated as of July 21, 2022 TABLE OF CONTENTS Page Article I Definitions 1 1.1 Certain Defined Terms. 1 1.2 Definitions. 6 1.3 Interpretation and Rules of Construction. 7 Article II Description of Transaction 8 2.1 The Transaction. 8 2.2 The Clo

July 25, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2022 HWGC Holdings Limited (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-55685 (Commission File Number) 30-

May 26, 2022 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2022 HWGC Holdings Limited (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-55685 (Commission

May 24, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, 8-K, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2022 HWGC Holdings Limited (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-55685 (Commission File Number) 30-0

May 24, 2022 EX-3.6

Amended and Restated Bylaws dated May 18, 2022

Exhibit 3.6 HWGC HOLDINGS LIMITED Incorporated Under the Laws of the State of Nevada AMENDED AND RESTATED BY-LAWS Effective May 18, 2022 ARTICLE I OFFICES HWGC Holdings Limited (the ?Corporation?) shall maintain a registered office in the State of Nevada. The Corporation may also have other offices at such places, either within or without the State of Nevada, as the Board of Directors may from tim

May 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? 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: 000-55685 HWGC HOLDING

April 22, 2022 EX-99.1

HWGC Holdings Gears Up in Digital Financial Sector with Financial Technology Companies Acquisition

Exhibit 99.1 HWGC Holdings Gears Up in Digital Financial Sector with Financial Technology Companies Acquisition Kuala Lumpur, April 22, 2022 ? HWGC Holdings Limited (?HWGC?), a company quoted on OTCQB market (symbol VXELD), today announced the intent to acquire two financial technology companies in digital payment and platform as a service (PaaS) to further its ambitions on blockchain-based innova

April 22, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2022 HWGC Holdings Limited (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-55685 (Commission File Number) 30

April 12, 2022 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2022 HWGC Holdings Limited (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-55685 (Commission File Number) 30

March 29, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 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 000-55685 HWGC HOLDINGS LIMITED (Exa

March 17, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2022 HWGC Holdings Ltd. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-55685 (Commission File Number) 30-08

March 17, 2022 EX-3.4

Certificate of Designation of the Relative Rights and Preferences of the Redeemable Convertible Preferred Stock filed with the Nevada Secretary of State on March 10, 2022 (incorporated by reference to Exhibit 3.4 from the Registrant’s Current Report on Form 8-K filed with the SEC on March 17, 2022)

Exhibit 3.4 CERTIFICATE OF DESIGNATION OF THE RELATIVE RIGHTS AND PREFERENCES OF THE REDEEMABLE CONVERTIBLE PREFERRED STOCK OF HWGC HOLDINGS LIMITED It is hereby certified that: a) The name of the corporation (hereinafter called the ?Company?) is HWGC Holdings Limited. b) The articles of incorporation of the Company authorizes the issuance of 25,000,000 shares of preferred stock, par value $0.0001

March 8, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2022 HWGC Holdings Ltd (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-55685 (Commission File Number) 30-0803

March 8, 2022 EX-3.4

Certificate of Amendment to the Amended and Restated Articles of Incorporation filed with the Nevada Secretary of State on March 2, 2022 (incorporated by reference to Exhibit 3.4 from the Registrant’s Current Report on Form 8-K filed with the SEC on March 8, 2022)

Exhibit 3.4

January 28, 2022 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement VITAXEL GROUP LIMITED (Name of Regis

January 18, 2022 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement VITAXEL GROUP LIMITED (Name of Regis

December 27, 2021 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement VITAXEL GROUP LIMITED (Name of Regis

November 30, 2021 EX-16.1

Letter from DMCL to Securities and Exchange Commission, dated November 26, 2021

Exhibit 16.1 1500 ? 1140 W. Pender Street Vancouver, BC V6E 4G1 TEL 604.687.4747 l FAX 604.689.2778 700 ? 2755 Lougheed Hwy. Port Coquitlam, BC V3B 5Y9 TEL 604.941.8266 l FAX 604.941.0971 200 ? 1688 152 Street Surrey, BC V4A 4N2 TEL 604.531.1154 l FAX 604.538.2613 WWW.DMCL.CA November 26, 2021 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 2054

November 30, 2021 8-K

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 29, 2021 VITAXEL GROUP LIMITED (Exact Name of Registrant as Specified in Charter) Nevada 000-55685 30-0803939 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

November 15, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ 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: 000-55685 VITAXEL

August 18, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? 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: 000-55685 VITAXEL GROUP

August 16, 2021 NT 10-Q

SEC FILE NUMBER 000-55685

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-55685 FORM 12b-25 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report

May 17, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 g08219810q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Num

March 30, 2021 EX-10.19

Amendment 2 to Consulting Agreement Renewal dated March 1, 2021 between Vitaxel SDN BHD and Leong Yee Ming

Exhibit 10.19

March 30, 2021 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 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 000-55685 VITAXEL GROUP LIMITED (Exa

March 30, 2021 EX-10.18

Amendment 1 to Consulting Agreement Renewal dated September 1, 2020 between Vitaxel SDN BHD and Leong Yee Ming

Exhibit 10.18

March 30, 2021 EX-10.17

Consulting Agreement Renewal dated August 1, 2020 between Vitaxel SDN BHD and Leong Yee Ming

Exhibit 10.17

November 16, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ 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: 000-55685 VITAXEL

August 19, 2020 10-Q

Quarterly Report - 10-Q

10-Q 1 g08202010q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

August 13, 2020 NT 10-Q

- NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 333-201365 FORM 12b-25 CUSIP NUMBER NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2020 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Repor

July 14, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 g0819998k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 13, 2020 VITAXEL GROUP LIMITED (Exact name of registrant as specified in its charter) Nevada 333-201365 30-0803939 (State or other jurisdiction of incorpo

July 7, 2020 10-Q/A

Quarterly Report - 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 ☐ 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: 000-55685 VITAXEL GR

June 22, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 ☐ 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: 000-55685 VITAXEL GROU

April 22, 2020 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 22, 2020 VITAXEL GROUP LIMITED (Exact name of registrant as specified in its charter) Nevada 000-55685 30-0803939 (State or other jurisdiction of incorporation) (Commission File

April 6, 2020 EX-4.1

Description of Common Stock

EX-4.1 2 g081947ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 Description of Common Stock The following summary description is based on the provisions of our Amended and Restated Articles of Incorporation (the “Articles of Incorporation”), our Bylaws, (the “Bylaws”), and the applicable provisions of the Nevada Revised Statutes (the “NRS”). This information may not be complete in all respects and is qualified

April 6, 2020 10-K

VXEL / Vitaxel Group Limited 10-K - Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ 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 000-55685 VITAXEL GROUP LIMITED (Exa

April 6, 2020 EX-21.1

Subsidiaries of the Registrant

EX-21.1 3 g081947ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 LIST OF SUBSIDIARIES 1. Vitaxel SDN BHD 2. Vitaxel Online Mall SDN BHD

March 27, 2020 NT 10-K

VXEL / Vitaxel Group Limited NT 10-K - - NT 10-K

NT 10-K 1 g081942nt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 333-201365 FORM 12b-25 CUSIP NUMBER NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition

November 13, 2019 10-Q

ALLR / Albero Corp. 10-Q - Quarterly Report - 10-Q

10-Q 1 g08188310q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File

August 13, 2019 10-Q

ALLR / Albero Corp. 10-Q - Quarterly Report - 10-Q

10-Q 1 g08183810q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

July 31, 2019 LETTER

LETTER

July 31, 2019 K. T. Ong Chief Financial Officer Vitaxel Group Ltd Wisma Ho Wah Genting, No. 35 Jalan Maharajalela, 50150 Kuala Lumpur, Malaysia Re: Vitaxel Group Ltd Form 10-K for Fiscal Year Ended December 31, 2018 File No. 000-55685 Dear Mr. Ong : We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their

July 31, 2019 TEXT-EXTRACT

ALLR / Albero Corp. TEXT-EXTRACT - -

July 31, 2019 K. T. Ong Chief Financial Officer Vitaxel Group Ltd Wisma Ho Wah Genting, No. 35 Jalan Maharajalela, 50150 Kuala Lumpur, Malaysia Re: Vitaxel Group Ltd Form 10-K for Fiscal Year Ended December 31, 2018 File No. 000-55685 Dear Mr. Ong : We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their

July 23, 2019 EX-21.1

Subsidiaries of the Registrant

EX-21.1 2 g081817ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 LIST OF SUBSIDIARIES 1. Vitaxel SDN BHD 2. Vitaxel Online Mall SDN BHD

July 23, 2019 CORRESP

ALLR / Albero Corp. CORRESP - -

VITAXEL GROUP LIMITED Wisma Ho Wah Genting, No. 35 Jalan Maharajalela, 50150 Kuala Lumpur, Malaysia July 23, 2019 Melissa Raminpour United States Securities and Exchange Commission Division of Corporate Finance Office of Transportation and Leisure Washington, DC 20549 Re: Vitaxel Group Ltd Form 10-K for Fiscal Year Ended December 31, 2018 Filed April 1, 2019 File No. 000-55685 Dear Ms. Raminpour:

July 23, 2019 10-K/A

ALLR / Albero Corp. 10-K/A - Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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, 2018 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 000-55685 VITAXEL

July 15, 2019 TEXT-EXTRACT

ALLR / Albero Corp. TEXT-EXTRACT - -

July 15, 2019 K. T. Ong Chief Financial Officer Vitaxel Group Ltd Wisma Ho Wah Genting, No. 35 Jalan Maharajalela, 50150 Kuala Lumpur, Malaysia Re: Vitaxel Group Ltd Form 10-K for Fiscal Year Ended December 31, 2018 File No. 000-55685 Dear Mr. Ong : We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments

July 15, 2019 LETTER

LETTER

July 15, 2019 K. T. Ong Chief Financial Officer Vitaxel Group Ltd Wisma Ho Wah Genting, No. 35 Jalan Maharajalela, 50150 Kuala Lumpur, Malaysia Re: Vitaxel Group Ltd Form 10-K for Fiscal Year Ended December 31, 2018 File No. 000-55685 Dear Mr. Ong : We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments

May 14, 2019 10-Q

ALLR / Albero Corp. 10-Q Quarterly Report 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 ☐ 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: 333-201365 VITAXEL GRO

April 3, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 g0817788k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 2, 2019 VITAXEL GROUP LIMITED (Exact name of registrant as specified in its charter) Nevada 333-201365 30-0803939 (State or other jurisdiction of incorpo

April 1, 2019 EX-21.1

Subsidiaries of the Registrant

EX-21.1 2 g081773ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 LIST OF SUBSIDIARIES 1. Vitaxel SDN BHD 2. Vitaxel Online Mall SDN BHD

April 1, 2019 10-K

ALLR / Albero Corp. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 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 000-55685 VITAXEL GROUP LIMITED (Exa

December 6, 2018 8-K

Financial Statements and Exhibits, Termination of a Material Definitive Agreement

8-K 1 s1145188k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2018 VITAXEL GROUP LIMITED (Exact name of registrant as specified in its charter) Nevada 333-201365 30-0803939 (State or other jurisdiction of

December 6, 2018 EX-10.1

Termination and Release Agreement between Vitaxel Group Limited and Grande Legacy Inc., a British Virgin Island Company, dated as of December 5, 2018 (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on December 7, 2018)

Exhibit 10.1 Termination AND RELEASE AGREEMENT This Termination and Release Agreement (the “Agreement”) is entered into by and between VITAXEL GROUP LIMITED, a Nevada corporation (the “Company” or “Vitaxel”) and GRANDE LEGACY INC. (“Grande Legacy”) as of this 5th day of December, 2018. WHEREAS, the Company, as purchaser, and Grande Legacy and its shareholders (each, a “Shareholder”) entered into a

November 19, 2018 10-Q/A

ALLR / Albero Corp. 10-Q/A (Quarterly Report)

10-Q/A 1 s11410610qa.htm 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi

November 14, 2018 10-Q

ALLR / Albero Corp. FORM 10-Q (Quarterly Report)

10-Q 1 s11393310q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

August 15, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 s1120998k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 14, 2018 VITAXEL GROUP LIMITED (Exact name of registrant as specified in its charter) Nevada 333-201365 30-0803939 (State or other jurisdiction of

August 15, 2018 10-Q

ALLR / Albero Corp. 10-Q (Quarterly Report)

10-Q 1 s11207810q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

June 20, 2018 EX-16.1

Letter from BF Borders to Securities and Exchange Commission, dated June 20, 2018.

EX-16.1 2 s110894ex16-1.htm EXHIBIT 16.1 Exhibit 16.1 June 20, 2018 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We have read Item 4.01 (a) of Form 8-K of Vitaxel Group Limited dated June 20, 2018, and we agree with the statements concerning us in section (a) contained therein. We have no basis to agree or disagree with other statements of the Company contained t

June 20, 2018 8-K

Current Report

8-K 1 s1108948k.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2018 VITAXEL GROUP LIMITED (Exact name of registrant as specified in its charter) Nevada 333-201365 30-0803939 (State or other jurisdiction of (Comm

June 13, 2018 10-Q

ALLR / Albero Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 ☐ 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: 333-201365 VITAXEL GRO

June 11, 2018 8-K/A

Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 TO CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2018 VITAXEL GROUP LIMITED (Exact name of registrant as specified in its charter) Nevada 333-201365 30-0803939 (State or other jurisdiction of (Commis

May 31, 2018 PRER14A

ALLR / Albero Corp. PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

May 15, 2018 PRE 14A

ALLR / Albero Corp. PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

May 15, 2018 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

10-Q/A 1 s11016410q.htm FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissio

May 15, 2018 NT 10-Q

ALLR / Albero Corp. NT 10-Q

NT 10-Q 1 s110203nt10q.htm NT 10-Q OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER 333-201365 CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-

May 15, 2018 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

10-Q/A 1 s11016110q.htm FORM 10Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissio

May 15, 2018 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 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 Number: 333-201365 VITAX

April 25, 2018 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

8-K 1 s1097788k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 25, 2018 (April 16, 2018) VITAXEL GROUP LIMITED (Exact Name of Registrant as Specified in Charter) Nevada 333-201365 30-0803939 (State or Other Jurisdictio

April 17, 2018 10-K

ALLR / Albero Corp. FORM 10K (Annual Report)

10-K 1 s10967810k.htm FORM 10K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 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 000-5

April 17, 2018 EX-21.1

Subsidiaries of the Registrant

EX-21.1 2 s109678ex21-1.htm EXHIBIT Exhibit 21.1 LIST OF SUBSIDIARIES 1. Vitaxel SDN BHD 2. Vitaxel Online Mall SDN BHD

April 3, 2018 NT 10-K

ALLR / Albero Corp. NT 10-K

NT 10-K 1 s109526nt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 333-201365 FORM 12b-25 CUSIP NUMBER NOTIFICATION OF LATE FILING (Check One): xForm 10-K ☐Form 20-F ☐Form 11-K ☐Form 10-Q ☐Form 10-D ☐Form N-SAR ☐Form N-CSR For Period Ended: December 31, 2017 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report

February 6, 2018 PRE 14C

ALLR / Albero Corp. PRE 14C

PRE 14C 1 s108936pre14c.htm PRE 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement

January 30, 2018 SC 13D

ALLR / Albero Corp. / Leong Yee Ming - SC 13D Activist Investment

SC 13D 1 s108871sch13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Vitaxel Group Limited (Name of Issuer) Common Stock (Title of Class of Securities) 92849Y206 (CUSIP Number) Mark Crone, Esq. The Crone Law Group, LLP 9665 Wilshire Boulevard, Suite 895, Beverly Hills, CA 90212 (818) 930-56

January 22, 2018 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2018 (January 22, 2018) VITAXEL GROUP LIMITED (Exact name of registrant as specified in its charter) Nevada 333-201365 30-0803939 (State or other jurisdiction of (Commissi

January 22, 2018 EX-10.14

Grande Agreement dated as of January 5, 2017 between Vitaxel Group Limited and Grande Legacy Inc. (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 22, 2018)

EX-10.14 3 s108766ex10-14.htm EXHIBIT 10.14 Exhibit 10.14

January 22, 2018 EX-10.13

Agreement among Lim Hui Song, Leong Yee Ming, Vitaxel Sdn. Bhd. and Vitaxel Group Limited (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 22, 2018)

Exhibit 10.13

January 3, 2018 LETTER

LETTER

Mail Stop 3561 January 2, 2018 Leong Yee Ming Chief Executive Officer Vitaxel Group Limited Wisma Ho Wah Genting No.

December 19, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 s1084768k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2017 (December 15, 2017) VITAXEL GROUP LIMITED (Exact name of Registrant as specified in charter) Nevada 333-201365 30-0803939 (State or other juri

December 19, 2017 EX-10.13

Share Sale Agreement among Lim Hui Sing, Leong Yee Ming, Vitaxel Sdn. Bhd. And Vitaxel Group Limited (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on December 19, 2017)

Exhibit 10.13 DATED THE 15th DAY OF December 2017 BETWEEN LIM HUI SING LEONG YEE MING (the “Vendors”) AND VITAXEL SDN. BHD. (the “Purchaser”) AND VITAXEL USA SHARE SALE AGREEMENT IN RESPECT OF GRANDE LEGACY (BVI) INC THIS AGREEMENT is made on the 15th day of December 2017 BETWEEN LIM HUI SING (NRIC No: A31045777), whose residential address is at No 27, Jln Du 4/7, Taman Damai Utama, 47180 Puchong,

December 19, 2017 CORRESP

ALLR / Albero Corp. ESP

Mark E. Crone Managing Partner [email protected] December 12, 2017 United States Securities and Exchange Commission Washington, D.C. 20549 Division of Corporation Finance Re: Vitaxel Group Limited (the “Company”) Form 10-K for the Fiscal Year Ended December 31, 2016 Filed April 17, 2017 File No. 000-55685 Dear Mr. Dobbie, Thank you for your letter dated December 7, 2017. As counsel to the C

December 12, 2017 PRE 14A

ALLR / Albero Corp. PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

December 7, 2017 LETTER

LETTER

Mail Stop 3561 December 7, 2017 Leong Yee Ming Chief Executive Officer Vitaxel Group Limited Wisma Ho Wah Genting No.

November 14, 2017 10-Q

ALLR / Albero Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 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 Number: 333-201365 VITAXEL

August 21, 2017 10-Q

ALLR / Albero Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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 Number: 333-201365 VITAXEL GROU

August 15, 2017 NT 10-Q

Albero NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 333-201365 FORM 12b-25 CUSIP NUMBER NOTIFICATION OF LATE FILING 92849Y206 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2017 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

June 14, 2017 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

8-K 1 s1065448k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 13, 2017 (June 12, 2017) VITAXEL GROUP LIMITED (Exact name of registrant as specified in its charter) Nevada 333-201365 30-0803939 (State or other jurisdic

June 14, 2017 EX-3.1

Certificate of Amendment to the Articles of Incorporation of Vitaxel Group Limited filed with the Secretary of State of the State of Nevada on June 12, 2017.

EX-3.1 2 s106544ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of corporation: Vitaxel Group Limited 2. The articles have been amended as follows: (provide article numbers, if available) Article 4 of the Amended and Restated Articles of Incorporation of the

June 12, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 s1065278k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 12, 2017 (June 9, 2017) VITAXEL GROUP LIMITED (Exact name of registrant as specified in its charter) Nevada 333-201365 30-0803939 (State or other jurisdict

May 30, 2017 EX-16.1

Letter from Centurion ZD CPA Limited dated May 29, 2017 to the Securities and Exchange Commission

Exhibit 16.1 ????????????? Centurion ZD CPA Limited Certified Public Accountants (Practising) HK office: 7th Floor, Nan Dao Commercial Building, 359-361 Queen?s Road Central, Hong Kong ??????????????????????? Tel : (852) 2851 7954 Fax: (852) 2545 4086 Kowloon office: Room 2105-06, 21/F., Office Tower, Langham Place, 8 Argyle Street, Mongkok, Kowloon, Hong Kong ?????????? ??????? 2105-06? Tel: (852

May 30, 2017 8-K/A

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K AMMENDMENT NO.

May 30, 2017 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 30, 2017 (May 25, 2017) VITAXEL GROUP LIMITED (Exact name of registrant as specified in its charter) Nevada 333-201365 30-0803939 (State or other jurisdiction of incorporation) (Co

May 22, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 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 Number: 333-201365 VITAXEL GRO

May 15, 2017 NT 10-Q

Albero NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 333-201365 FORM 12b-25 CUSIP NUMBER NOTIFICATION OF LATE FILING (Check One):?Form 10-K ?Form 20-F ?Form 11-K xForm 10-Q ?Form 10-D ?Form N-SAR ?Form N-CSR For Period Ended: March 31, 2017 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Fo

May 12, 2017 8-K

Current Report

8-K 1 s1061868k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 12, 2017 (May 8, 2017) VITAXEL GROUP LIMITED (Exact Name of Registrant as Specified in Charter) Nevada 333-201365 30-0803939 (State or Other Jurisdiction of

April 17, 2017 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 LIST OF SUBSIDIARIES 1. Vitaxel SDN BHD 2. Vitaxel Online Mall SDN BHD 3. Vitaxel Singapore PTE. Ltd.

April 17, 2017 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31st, 2016 ¨ TRANSITION REPORT PURSUANT TO SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31st, 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 333-201365 VITAXEL GROUP LIMITED (

April 7, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 s1058268k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 7, 2017 (April 3, 2017) VITAXEL GROUP LIMITED (Exact Name of Registrant as Specified in Charter) Nevada 333-201365 30-0803939 (State or Other Jurisdiction

April 4, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 3, 2017 (March 31, 2017) VITAXEL GROUP LIMITED (Exact name of registrant as specified in its charter) Nevada 333-201365 30-0803939 (State or other jurisdiction of incorporation)

March 31, 2017 NT 10-K

Albero NT 10-K

NT 10-K 1 s105733nt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 333-201365 FORM 12b-25 CUSIP NUMBER NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2016 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition

January 18, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 18, 2017 (January 15, 2017) Vitaxel Group Limited (Exact name of registrant as specified in its charter) Nevada 333-201365 30-0803939 (State or other jurisdiction of incorpora

November 17, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 ? 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: 333-201365 VITAXEL

November 15, 2016 NT 10-Q

Vitaxel Group NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 333-201365 FORM 12b-25 CUSIP NUMBER NOTIFICATION OF LATE FILING 92849Y107 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? T

October 25, 2016 S-8

Albero S-8

As filed with the Securities and Exchange Commission on October 24, 2016. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VITAXEL GROUP LIMITED (Exact name of registrant as specified in its charter) Nevada 30-0803939 (State of incorporation) (I.R.S. Employer identification number) Level 3

October 25, 2016 8-K/A

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

October 25, 2016 EX-10.2

Vitaxel Group Limited 2016 Equity Incentive Plan Restricted Stock Agreement

Exhibit 10.2 Vitaxel Group Limited 2016 Equity Incentive Plan Restricted Stock Agreement Dear [ ], On , the board of directors approved a grant of restricted stock (the "Restricted Stock") to you to purchase common stock of Vitaxel Group Limited (the "Company") pursuant to the Vitaxel Group Limited 2016 Equity Incentive Plan (the "Plan"). The Restricted Stock granted to you is shares of common sto

September 21, 2016 SC 13D

ALLR / Albero Corp. / Lim Ooi Hong - SC 13D Activist Investment

SC 13D 1 s104173sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No.)* Under the Securities Exchange Act of 1934 VITAXEL GROUP LIMITED (Name of Issuer) Common Stock, $0.000001 Par Value (Title of Class of Securities) 92849Y107 (CUSIP Number) Mark Crone, Esq. LKP Global Law, LLP 1900 Avenue of the Stars, Suite 480 Los Angeles, Californ

September 8, 2016 SC 13D

ALLR / Albero Corp. / Lim Wee Kiat - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* VITAXEL GROUP LIMITED (Name of Issuer) Common Stock, $0.000001 Par Value (Title of Class of Securities) 92849Y107 (CUSIP Number) Mark Crone, Esq. LKP Global Law, LLP 1900 Avenue of the Stars, Suite 480 Los Angeles, California 90067 (424) 239-1890 (Name, A

September 8, 2016 SC 13D

ALLR / Albero Corp. / Lim Chun Yen - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)* VITAXEL GROUP LIMITED (Name of Issuer) Common Stock, $0.000001 Par Value (Title of Class of Securities) 92849Y107 (CUSIP Number) Mark Crone, Esq. LKP Global Law, LLP 1900 Avenue of the Stars, Suite 480 Los Angeles, California 90067 (424) 239-1890 (Name, Ad

August 26, 2016 8-A12G

Albero 8-A12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT 1934 VITAXEL GROUP LIMITED. (Exact name of registrant as specified in its charter) Nevada 30-0803939 (State of incorporation or organization) (I.R.S. Employer Identification No.) Wisma Ho Wah Genting, No.

August 26, 2016 8-A12G

Albero 8-A12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT 1934 VITAXEL GROUP LIMITED. (Exact name of registrant as specified in its charter) Nevada 30-0803939 (State of incorporation or organization) (I.R.S. Employer Identification No.) Wisma Ho Wah Genting, No.

August 25, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 s1039838k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 25, 2016 (August 21, 2016) VITAXEL GROUP LIMITED (Exact Name of Registrant as Specified in Charter) Nevada 333-201365 30-0803939 (State or Other Jurisdict

August 25, 2016 EX-10.1

License Agreement by and between Vitaxel Group Limited and Vitaxel Corp (Thailand) Ltd. dated August 15, 2016, as amended on August 21, 2016 (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on August 21, 2016)

Exhibit 10.1 LICENSE AGREEMENT This LICENSE AGREEMENT, including Schedules (collectively, this ?Agreement?), is entered into as of 15th day of August, 2016(the ?Effective Date?) between Vitaxel Group Limited, a Nevada corporation (?Vitaxel?), and Vitaxel Corp (Thailand) Ltd., a limited liability entity and incorporated in Thailand with address at 101/123-124, Sampong 2 Center, Kallapaphruek Road,

August 25, 2016 EX-10.1

License Agreement by and between Vitaxel Group Limited and Vitaxel Corp (Thailand) Ltd. dated August 15, 2016, as amended on August 21, 2016 (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on August 21, 2016)

Exhibit 10.1 LICENSE AGREEMENT This LICENSE AGREEMENT, including Schedules (collectively, this ?Agreement?), is entered into as of 15th day of August, 2016(the ?Effective Date?) between Vitaxel Group Limited, a Nevada corporation (?Vitaxel?), and Vitaxel Corp (Thailand) Ltd., a limited liability entity and incorporated in Thailand with address at 101/123-124, Sampong 2 Center, Kallapaphruek Road,

August 25, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 s1039838k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 25, 2016 (August 21, 2016) VITAXEL GROUP LIMITED (Exact Name of Registrant as Specified in Charter) Nevada 333-201365 30-0803939 (State or Other Jurisdict

August 25, 2016 EX-10.1

License Agreement by and between Vitaxel Group Limited and Vitaxel Corp (Thailand) Ltd. dated August 15, 2016, as amended on August 21, 2016 (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on August 21, 2016)

Exhibit 10.1 LICENSE AGREEMENT This LICENSE AGREEMENT, including Schedules (collectively, this ?Agreement?), is entered into as of 15th day of August, 2016(the ?Effective Date?) between Vitaxel Group Limited, a Nevada corporation (?Vitaxel?), and Vitaxel Corp (Thailand) Ltd., a limited liability entity and incorporated in Thailand with address at 101/123-124, Sampong 2 Center, Kallapaphruek Road,

August 15, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 ? 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: 333-201365 VITAXEL GROU

August 15, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 ? 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: 333-201365 VITAXEL GROU

August 11, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 s1038848k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 11, 2016 (August 6, 2016) VITAXEL GROUP LIMITED (Exact Name of Registrant as Specified in Charter) Nevada 333-201365 30-0803939 (State or Other Jurisdicti

August 11, 2016 EX-10.1

License Agreement by and between Vitaxel Group Limited and Vitaxel Private Limited dated August 6, 2016 (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on August 11, 2016)

EX-10.1 2 s103884ex10-1.htm EXHIBIT 10-1 Exhibit 10.1 LICENSE AGREEMENT This LICENSE AGREEMENT, including Schedules (collectively, this “Agreement”), is entered into as of 6th day of August, 2016(the “Effective Date”) between Vitaxel Group Limited, a Nevada corporation (“Vitaxel”), and威达通有限公司Vitaxel Private Limited, a limited liability entity and incorporated in台湾台北市南京东路三段337号12楼C室(Room C, 12th Fl

August 11, 2016 EX-10.1

License Agreement by and between Vitaxel Group Limited and Vitaxel Private Limited dated August 6, 2016 (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on August 11, 2016)

EX-10.1 2 s103884ex10-1.htm EXHIBIT 10-1 Exhibit 10.1 LICENSE AGREEMENT This LICENSE AGREEMENT, including Schedules (collectively, this “Agreement”), is entered into as of 6th day of August, 2016(the “Effective Date”) between Vitaxel Group Limited, a Nevada corporation (“Vitaxel”), and威达通有限公司Vitaxel Private Limited, a limited liability entity and incorporated in台湾台北市南京东路三段337号12楼C室(Room C, 12th Fl

August 11, 2016 EX-10.1

License Agreement by and between Vitaxel Group Limited and Vitaxel Private Limited dated August 6, 2016 (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on August 11, 2016)

EX-10.1 2 s103884ex10-1.htm EXHIBIT 10-1 Exhibit 10.1 LICENSE AGREEMENT This LICENSE AGREEMENT, including Schedules (collectively, this “Agreement”), is entered into as of 6th day of August, 2016(the “Effective Date”) between Vitaxel Group Limited, a Nevada corporation (“Vitaxel”), and威达通有限公司Vitaxel Private Limited, a limited liability entity and incorporated in台湾台北市南京东路三段337号12楼C室(Room C, 12th Fl

May 16, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 s1032778k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 15, 2016 VITAXEL GROUP LIMITED (Exact Name of Registrant as Specified in Charter) Nevada 333-201365 30-0803939 (State or Other Jurisdiction of Incorporation)

May 16, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 s10323310q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ¨ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Num

May 12, 2016 8-K/A

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

May 4, 2016 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 29, 2016 VITAXEL GROUP LIMITED (Exact Name of Registrant as Specified in Charter) Nevada 333-201365 30-0803939 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

May 4, 2016 EX-16.1

Letter from KLJ & Associates, LLP dated May 3, 2016 to the Securities and Exchange Commission (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on May 4, 2016)

EXHIBIT 16.1 May 3, 2016 Securities and Exchange Commission 450 Fifth Street N.W. Washington, DC 20549 We have read the statements of Vitaxel Group Limited, formerly known as Albero Corp. pertaining to our firm included under Item 4.01 of Form 8-K dated April 29, 2016 and agree with such statements as they pertain to our firm. Sincerely, /s/ KLJ & Associates, LLP 5201 Eden Avenue Suite 300 Edina,

May 4, 2016 EX-16.1

Letter from KLJ & Associates, LLP dated May 3, 2016 to the Securities and Exchange Commission (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on May 4, 2016)

EXHIBIT 16.1 May 3, 2016 Securities and Exchange Commission 450 Fifth Street N.W. Washington, DC 20549 We have read the statements of Vitaxel Group Limited, formerly known as Albero Corp. pertaining to our firm included under Item 4.01 of Form 8-K dated April 29, 2016 and agree with such statements as they pertain to our firm. Sincerely, /s/ KLJ & Associates, LLP 5201 Eden Avenue Suite 300 Edina,

May 4, 2016 EX-16.1

Letter from KLJ & Associates, LLP dated May 3, 2016 to the Securities and Exchange Commission (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on May 4, 2016)

EXHIBIT 16.1 May 3, 2016 Securities and Exchange Commission 450 Fifth Street N.W. Washington, DC 20549 We have read the statements of Vitaxel Group Limited, formerly known as Albero Corp. pertaining to our firm included under Item 4.01 of Form 8-K dated April 29, 2016 and agree with such statements as they pertain to our firm. Sincerely, /s/ KLJ & Associates, LLP 5201 Eden Avenue Suite 300 Edina,

April 13, 2016 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2016 VITAXEL GROUP LIMITED (Exact name of registrant as specified in its charter) Nevada 333-201365 30-0803939 (State or other jurisdiction of (Commiss

March 16, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 15, 2016 VITAXEL GROUP LIMITED (Exact Name of Registrant as Specified in Charter) Nevada 333-201365 30-0803939 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

February 29, 2016 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 22, 2016 VITAXEL GROUP LIMITED (Exact Name of Registrant as Specified in Charter) Nevada 333-201365 30-0803939 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

January 29, 2016 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events

8-K 1 s1025838k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 27, 2016 VITAXEL GROUP LIMITED (Exact Name of Registrant as Specified in Charter) Nevada 333-201365 30-0803939 (State or Other Jurisdiction of Incorporat

January 22, 2016 EX-10.2

General Release Agreement, dated as of January 18, 2016, by and among the Registrant, Albero Enterprise Corp, and Andriy Berezhnyy (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 22, 2016)

EXHIBIT 10.2 General RELEASE agreement This General Release Agreement (this ?Agreement?), dated as of January 18, 2016, is entered into by and among Vitaxel Group Limited, formerly known as Albero, Corp, a Nevada corporation (?Seller?), Albero Enterprise Corp., a Nevada corporation and a wholly owned subsidiary of Seller (?Split-Off Subsidiary?), and Andriy Berezhnyy (?Buyer?). In consideration of

January 22, 2016 EX-10.4

Letter of Transfer, dated April 1, 2014 and Employment Agreement, dated April 1, 2014 between Vitaxel and Lim Wee Kiat (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 22, 2016)

EX-10.4 6 s102529ex10-4.htm EXHIBIT 10.4 EXHIBIT 10.4 Our Ref : PSL/HWGB/0414/0041 Date : 1st April 2014 MR LIM WEE KIAT, BERNARD AT PRESENT PRIVATE & CONFIDENTIAL Dear Bernard, RE : LETTER OF TRANSFER We are pleased to inform you that you have been transferred from HWG TIN MINING SDN BHD to VITAXEL SDN BHD with effect from 1 .4.2014 Other terms and conditions of service remain the same. Kindly si

January 22, 2016 EX-10.6

Letter of Appointment, dated March 24, 2015, between Vitaxel and Lee Wei Boon (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 22, 2016)

EX-10.6 8 s102529ex10-6.htm EXHIBIT 10.6 EXHIBIT 10.6 Our Ref : APP/Vitaxel/0315/0013 Date : 24th March 2015 PRIVATE & CONFIDENTIAL Mr Lee Wei Boon 35, Lorong Kelisa Emas 4 Taman Kelisa Emas 13700 Seberang Jaya Pulau Pinang Dear Mr Lee, LETTER OF APPOINTMENT: FINANCE MANAGER We are pleased to offer you the above mentioned position with the Company under the following terms and conditions of employ

January 22, 2016 EX-2.1

Share Exchange Agreement, dated as of January 18, 2016, by and among the Registrant, Vitaxel SDN BHD (“VXEL”), Vitaxel Online Mall SDN BHD (“VXELOM”), the Shareholders of VXEL and the Shareholders of VXELOM (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 22, 2016)

EXHIBIT 2.1 SHARE EXCHANGE AGREEMENT BY AND AMONG VITAXEL GROUP LIMITED, a Nevada corporation, VITAXEL SDN BHD, a Malaysian corporation, VITAXEL ONLINE MALL SBN BHD, a Malaysian corporation, THE SHAREHOLDERS OF VITAXEL SDN BHD AND THE SHAREHOLDERS OF VITAXEL ONLINE MALL SDN BHD Dated as of January 18, 2016 TABLE OF CONTENTS Page Article I TERMS OF THE EXCHANGE 2 1.1 The Exchange. 2 1.2 The Closing

January 22, 2016 EX-10.3

Registrant’s 2016 Equity Incentive Plan (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 22, 2016)

EXHIBIT 10.3 VITAXEL GROUP LIMITED 2016 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: ? to attract and retain the best available personnel for positions of substantial responsibility, ? to provide incentives to individuals who perform services for the Company, and ? to promote the success of the Company?s business. The Plan permits the grant of Incentive Stock Optio

January 22, 2016 EX-10.10

Travel Agency Services Contract dated November 1, 2015 between Vitaxel SDN BHD and Ho Wah Genting Holiday SDN BHD (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 22, 2016)

EX-10.10 12 s102529ex10-10.htm EXHIBIT 10.10 EXHIBIT 10.10 On this day of 1st of November 2015 TRAVEL AGENCY SERVICE CONTRACT Of the part of HO WAH GENTING HOLIDAY SDN BHD with registered address at No. 35 Jalan Maharajalela, 50150 Kuala Lumpur, MALAYSIA represented in this proceeding by Mr. Lim Chun Hoo ( Executive Director) Of the one part, VITAXEL SDN BHD with registered address at No. 35 Jalan

January 22, 2016 EX-10.9

Letter of Appointment, dated October 28, 2015, between Vionmall and Wong Chien Nan (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 22, 2016)

EX-10.9 11 s102529ex10-9.htm EXHIBIT 10.9 EXHIBIT 10.9 Our Ref : vm/emp/1505 Date : 28/10/2015 PRIVATE & CONFIDENTIAL Wong Chien Nan 26, Jalan Bukit Desa 6, Taman Bukit Desa 58100, Kuala Lumpur, Malaysia Dear Dr Jeff Wong Chien Nan, Re: LETTER OF APPOINTMENT : CHIEF EXECUTIVE OFFICER We are pleased to offer you the above mentioned position with the Company under the following terms and conditions

January 22, 2016 EX-2.1

Share Exchange Agreement, dated as of January 18, 2016, by and among the Registrant, Vitaxel SDN BHD (“VXEL”), Vitaxel Online Mall SDN BHD (“VXELOM”), the Shareholders of VXEL and the Shareholders of VXELOM (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 22, 2016)

EXHIBIT 2.1 SHARE EXCHANGE AGREEMENT BY AND AMONG VITAXEL GROUP LIMITED, a Nevada corporation, VITAXEL SDN BHD, a Malaysian corporation, VITAXEL ONLINE MALL SBN BHD, a Malaysian corporation, THE SHAREHOLDERS OF VITAXEL SDN BHD AND THE SHAREHOLDERS OF VITAXEL ONLINE MALL SDN BHD Dated as of January 18, 2016 TABLE OF CONTENTS Page Article I TERMS OF THE EXCHANGE 2 1.1 The Exchange. 2 1.2 The Closing

January 22, 2016 EX-10.3

Registrant’s 2016 Equity Incentive Plan (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 22, 2016)

EXHIBIT 10.3 VITAXEL GROUP LIMITED 2016 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: ? to attract and retain the best available personnel for positions of substantial responsibility, ? to provide incentives to individuals who perform services for the Company, and ? to promote the success of the Company?s business. The Plan permits the grant of Incentive Stock Optio

January 22, 2016 EX-10.7

Letter of Appointment, dated December 1, 2014, between Vitaxel and Yee Hing Yip (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 22, 2016)

EX-10.7 9 s102529ex10-7.htm EXHIBIT 10.7 EXHIBIT 10.7 Our Ref : APP/Vitaxel/1214/0039 Date : 1st December 2014 PRIVATE & CONFIDENTIAL Mr Yee Hing Yip, Brandon No. 47/48, Jalan Jambu Berasa Jinjang Selatan 52000 Kuala Lumpur Dear Mr Yee, LETTER OF APPOINTMENT : MARKETING DIRECTOR We are pleased to offer you the mentioned above position with the Company under the following terms and conditions of em

January 22, 2016 EX-10.4

Letter of Transfer, dated April 1, 2014 and Employment Agreement, dated April 1, 2014 between Vitaxel and Lim Wee Kiat (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 22, 2016)

EX-10.4 6 s102529ex10-4.htm EXHIBIT 10.4 EXHIBIT 10.4 Our Ref : PSL/HWGB/0414/0041 Date : 1st April 2014 MR LIM WEE KIAT, BERNARD AT PRESENT PRIVATE & CONFIDENTIAL Dear Bernard, RE : LETTER OF TRANSFER We are pleased to inform you that you have been transferred from HWG TIN MINING SDN BHD to VITAXEL SDN BHD with effect from 1 .4.2014 Other terms and conditions of service remain the same. Kindly si

January 22, 2016 EX-10.8

Letter of Appointment, dated February 6, 2015, between Vitaxel and Lim Boon Seng (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 22, 2016)

EX-10.8 10 s102529ex10-8.htm EXHIIBIT 10.8 EXHIBIT 10.8 VITAXEL SDN BHD (Company No. 1013530 U) Wisma Ho Wah Genting, 35 Jalan Maharajalela, 50150 Kuala Lumpur Tel : 603 – 2143 8811 Fax : 603-2144 6987 Our Ref : APP/Vitaxel/0215/0003 Date : 6th February 2015 PRIVATE & CONFIDENTIAL Mr Lim Boon Seng No. 25, Jalan BS 6 Taman Bukit Segar, Cheras 56100 Kuala Lumpur Dear Mr Lim, LETTER OF APPOINTMENT :

January 22, 2016 EX-10.1

Split-Off Agreement, dated as of January 18, 2016, by and among the Registrant, Albero Enterprise Corp, and Andriy Berezhnyy (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 22, 2016)

EXHIBIT 10.1 SPLIT-OFF AGREEMENT This SPLIT-OFF AGREEMENT, dated as of January 18, 2016 (this ?Agreement?), is entered into by and among Vitaxel Group Limited (formerly known as Albero, Corp.), a Nevada corporation (the ?Seller?), Albero Enterprise Corp, a Nevada corporation (?Split-Off Subsidiary?), and Andriy Berezhnyy (the ?Buyer?). RECITALS: WHEREAS, Seller is the owner of all of the issued an

January 22, 2016 EX-10.1

Split-Off Agreement, dated as of January 18, 2016, by and among the Registrant, Albero Enterprise Corp, and Andriy Berezhnyy (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 22, 2016)

EXHIBIT 10.1 SPLIT-OFF AGREEMENT This SPLIT-OFF AGREEMENT, dated as of January 18, 2016 (this ?Agreement?), is entered into by and among Vitaxel Group Limited (formerly known as Albero, Corp.), a Nevada corporation (the ?Seller?), Albero Enterprise Corp, a Nevada corporation (?Split-Off Subsidiary?), and Andriy Berezhnyy (the ?Buyer?). RECITALS: WHEREAS, Seller is the owner of all of the issued an

January 22, 2016 EX-10.6

Letter of Appointment, dated March 24, 2015, between Vitaxel and Lee Wei Boon (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 22, 2016)

EX-10.6 8 s102529ex10-6.htm EXHIBIT 10.6 EXHIBIT 10.6 Our Ref : APP/Vitaxel/0315/0013 Date : 24th March 2015 PRIVATE & CONFIDENTIAL Mr Lee Wei Boon 35, Lorong Kelisa Emas 4 Taman Kelisa Emas 13700 Seberang Jaya Pulau Pinang Dear Mr Lee, LETTER OF APPOINTMENT: FINANCE MANAGER We are pleased to offer you the above mentioned position with the Company under the following terms and conditions of employ

January 22, 2016 EX-10.2

General Release Agreement, dated as of January 18, 2016, by and among the Registrant, Albero Enterprise Corp, and Andriy Berezhnyy (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 22, 2016)

EXHIBIT 10.2 General RELEASE agreement This General Release Agreement (this ?Agreement?), dated as of January 18, 2016, is entered into by and among Vitaxel Group Limited, formerly known as Albero, Corp, a Nevada corporation (?Seller?), Albero Enterprise Corp., a Nevada corporation and a wholly owned subsidiary of Seller (?Split-Off Subsidiary?), and Andriy Berezhnyy (?Buyer?). In consideration of

January 22, 2016 EX-10.7

Letter of Appointment, dated December 1, 2014, between Vitaxel and Yee Hing Yip (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 22, 2016)

EX-10.7 9 s102529ex10-7.htm EXHIBIT 10.7 EXHIBIT 10.7 Our Ref : APP/Vitaxel/1214/0039 Date : 1st December 2014 PRIVATE & CONFIDENTIAL Mr Yee Hing Yip, Brandon No. 47/48, Jalan Jambu Berasa Jinjang Selatan 52000 Kuala Lumpur Dear Mr Yee, LETTER OF APPOINTMENT : MARKETING DIRECTOR We are pleased to offer you the mentioned above position with the Company under the following terms and conditions of em

January 22, 2016 EX-10.6

Letter of Appointment, dated March 24, 2015, between Vitaxel and Lee Wei Boon (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 22, 2016)

EX-10.6 8 s102529ex10-6.htm EXHIBIT 10.6 EXHIBIT 10.6 Our Ref : APP/Vitaxel/0315/0013 Date : 24th March 2015 PRIVATE & CONFIDENTIAL Mr Lee Wei Boon 35, Lorong Kelisa Emas 4 Taman Kelisa Emas 13700 Seberang Jaya Pulau Pinang Dear Mr Lee, LETTER OF APPOINTMENT: FINANCE MANAGER We are pleased to offer you the above mentioned position with the Company under the following terms and conditions of employ

January 22, 2016 EX-10.8

Letter of Appointment, dated February 6, 2015, between Vitaxel and Lim Boon Seng (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 22, 2016)

EX-10.8 10 s102529ex10-8.htm EXHIIBIT 10.8 EXHIBIT 10.8 VITAXEL SDN BHD (Company No. 1013530 U) Wisma Ho Wah Genting, 35 Jalan Maharajalela, 50150 Kuala Lumpur Tel : 603 – 2143 8811 Fax : 603-2144 6987 Our Ref : APP/Vitaxel/0215/0003 Date : 6th February 2015 PRIVATE & CONFIDENTIAL Mr Lim Boon Seng No. 25, Jalan BS 6 Taman Bukit Segar, Cheras 56100 Kuala Lumpur Dear Mr Lim, LETTER OF APPOINTMENT :

January 22, 2016 EX-10.5

Consulting Agreement, dated November 1, 2015, between Vitaxel and Leong Yee Ming (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 22, 2016)

EXHIBIT 10.5 1st November 2015 PRIVATE & CONFIDENTIAL Mr. Leong Yee Ming, Ryan c/o Interasean Focus Agency C-7-11, Oakleaf Park Condo 68000 Ampang Selangor Dear Mr Leong RE : CONSULTANCY SERVICE We refer to the above matter. We are pleased to offer you the above and you are required to read and fully understand the terms and conditions stipulated in this Consultancy Service before signing the acce

January 22, 2016 EX-10.10

Travel Agency Services Contract dated November 1, 2015 between Vitaxel SDN BHD and Ho Wah Genting Holiday SDN BHD (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 22, 2016)

EX-10.10 12 s102529ex10-10.htm EXHIBIT 10.10 EXHIBIT 10.10 On this day of 1st of November 2015 TRAVEL AGENCY SERVICE CONTRACT Of the part of HO WAH GENTING HOLIDAY SDN BHD with registered address at No. 35 Jalan Maharajalela, 50150 Kuala Lumpur, MALAYSIA represented in this proceeding by Mr. Lim Chun Hoo ( Executive Director) Of the one part, VITAXEL SDN BHD with registered address at No. 35 Jalan

January 22, 2016 EX-10.2

General Release Agreement, dated as of January 18, 2016, by and among the Registrant, Albero Enterprise Corp, and Andriy Berezhnyy (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 22, 2016)

EXHIBIT 10.2 General RELEASE agreement This General Release Agreement (this ?Agreement?), dated as of January 18, 2016, is entered into by and among Vitaxel Group Limited, formerly known as Albero, Corp, a Nevada corporation (?Seller?), Albero Enterprise Corp., a Nevada corporation and a wholly owned subsidiary of Seller (?Split-Off Subsidiary?), and Andriy Berezhnyy (?Buyer?). In consideration of

January 22, 2016 EX-10.9

Letter of Appointment, dated October 28, 2015, between Vionmall and Wong Chien Nan (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 22, 2016)

EX-10.9 11 s102529ex10-9.htm EXHIBIT 10.9 EXHIBIT 10.9 Our Ref : vm/emp/1505 Date : 28/10/2015 PRIVATE & CONFIDENTIAL Wong Chien Nan 26, Jalan Bukit Desa 6, Taman Bukit Desa 58100, Kuala Lumpur, Malaysia Dear Dr Jeff Wong Chien Nan, Re: LETTER OF APPOINTMENT : CHIEF EXECUTIVE OFFICER We are pleased to offer you the above mentioned position with the Company under the following terms and conditions

January 22, 2016 EX-10.9

Letter of Appointment, dated October 28, 2015, between Vionmall and Wong Chien Nan (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 22, 2016)

EX-10.9 11 s102529ex10-9.htm EXHIBIT 10.9 EXHIBIT 10.9 Our Ref : vm/emp/1505 Date : 28/10/2015 PRIVATE & CONFIDENTIAL Wong Chien Nan 26, Jalan Bukit Desa 6, Taman Bukit Desa 58100, Kuala Lumpur, Malaysia Dear Dr Jeff Wong Chien Nan, Re: LETTER OF APPOINTMENT : CHIEF EXECUTIVE OFFICER We are pleased to offer you the above mentioned position with the Company under the following terms and conditions

January 22, 2016 EX-10.1

Split-Off Agreement, dated as of January 18, 2016, by and among the Registrant, Albero Enterprise Corp, and Andriy Berezhnyy (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 22, 2016)

EXHIBIT 10.1 SPLIT-OFF AGREEMENT This SPLIT-OFF AGREEMENT, dated as of January 18, 2016 (this ?Agreement?), is entered into by and among Vitaxel Group Limited (formerly known as Albero, Corp.), a Nevada corporation (the ?Seller?), Albero Enterprise Corp, a Nevada corporation (?Split-Off Subsidiary?), and Andriy Berezhnyy (the ?Buyer?). RECITALS: WHEREAS, Seller is the owner of all of the issued an

January 22, 2016 EX-10.5

Consulting Agreement, dated November 1, 2015, between Vitaxel and Leong Yee Ming (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 22, 2016)

EXHIBIT 10.5 1st November 2015 PRIVATE & CONFIDENTIAL Mr. Leong Yee Ming, Ryan c/o Interasean Focus Agency C-7-11, Oakleaf Park Condo 68000 Ampang Selangor Dear Mr Leong RE : CONSULTANCY SERVICE We refer to the above matter. We are pleased to offer you the above and you are required to read and fully understand the terms and conditions stipulated in this Consultancy Service before signing the acce

January 22, 2016 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets, Other Events

8-K 1 s1025298k.htm 8-K CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2016 VITAXEL GROUP LIMITED (Exact name of registrant as specified in its charter) Nevada 333-201365 30-0803939 (State or other juris

January 11, 2016 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 6, 2016 VITAXEL GROUP LIMITED (Exact name of registrant as specified in its charter) Nevada 333-201365 30-0803939 (State or other jurisdiction of incorporation) (Commission Fi

January 11, 2016 EX-3.1

Amended and Restated Articles of Incorporation of the Registrant as filed with the Nevada Secretary of State on January 8, 2016 (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 11, 2016)

Exhibit 3.1 CERTIFICATE OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ALBERO, CORP. Pursuant to the provisions of the Nevada Revised Statutes 78.390 and 78.403, the undersigned officer of Albero, Corp., a Nevada corporation, does hereby certify as follows: A. The original Articles of Incorporation of the Corporation was filed with the Secretary of State of the State of Nevada on November 19

January 11, 2016 EX-3.1

Amended and Restated Articles of Incorporation of the Registrant as filed with the Nevada Secretary of State on January 8, 2016 (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 11, 2016)

Exhibit 3.1 CERTIFICATE OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ALBERO, CORP. Pursuant to the provisions of the Nevada Revised Statutes 78.390 and 78.403, the undersigned officer of Albero, Corp., a Nevada corporation, does hereby certify as follows: A. The original Articles of Incorporation of the Corporation was filed with the Secretary of State of the State of Nevada on November 19

December 23, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2015 [ ] 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. 333-201365 ALBERO, CORP. (Exact name of

November 23, 2015 EX-16.1

November 23, 2015

Exhibit 16.1 November 23, 2015 United States Securities and Exchange Commission 100 F Street, N.E. Washington DC 20549-7561 Re: Albero, Corp. Commission File Number: 333-201365 Commissioners: We have read Item 4.01 of Form 8-K dated November 23, 2015, of Albero, Corp. and are in agreement with the statements contained therein insofar as they relate to our firm. Very truly yours, /s/ Li and Company

November 23, 2015 EX-16.1

Letter from Li and Company PC dated November 23, 2015 to the Securities and Exchange Commission (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on November 23, 2015)

CL-40: Communication with Audit Committeesa,b Exhibit 16.1 November 23, 2015 United States Securities and Exchange Commission 100 F Street, N.E. Washington DC 20549-7561 Re: Albero, Corp. Commission File Number: 333-201365 Commissioners: We have read Item 4.01 of Form 8-K dated November 23, 2015, of Albero, Corp. and are in agreement with the statements contained therein insofar as they relate to

November 23, 2015 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 allr8kreportreitem401changeo.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 17, 2015 ALBERO, CORP. - (Exact name of Registrant as specified in its charter) Nevada - (State or other jurisdiction of incorporation)

November 23, 2015 EX-16.1

November 23, 2015

Exhibit 16.1 November 23, 2015 United States Securities and Exchange Commission 100 F Street, N.E. Washington DC 20549-7561 Re: Albero, Corp. Commission File Number: 333-201365 Commissioners: We have read Item 4.01 of Form 8-K dated November 23, 2015, of Albero, Corp. and are in agreement with the statements contained therein insofar as they relate to our firm. Very truly yours, /s/ Li and Company

November 23, 2015 EX-16.1

Letter from Li and Company PC dated November 23, 2015 to the Securities and Exchange Commission (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on November 23, 2015)

CL-40: Communication with Audit Committeesa,b Exhibit 16.1 November 23, 2015 United States Securities and Exchange Commission 100 F Street, N.E. Washington DC 20549-7561 Re: Albero, Corp. Commission File Number: 333-201365 Commissioners: We have read Item 4.01 of Form 8-K dated November 23, 2015, of Albero, Corp. and are in agreement with the statements contained therein insofar as they relate to

September 9, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 31, 2015 OR [ ] TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 31, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ALBERO, CORP. (Exact name of registrant as specified in its charter) Nevada (State or Ot

June 9, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2015 OR [ ] TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ALBERO, CORP. (Exact name of registrant as specified in its charter) Nevada (State or O

April 27, 2015 424B3

ALBERO, CORP. 3,000,000 SHARES OF COMMON STOCK $0.03 PER SHARE

s Filed Pursuant to Rule 424(b)(3) SEC File No. 333-201365 PROSPECTUS THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE W

April 20, 2015 CORRESP

Albero ESP

Acceleration letter ALBERO, CORP. 22 Mount Davys Rd., Cullybackey, Ballymena Co. Antrim, Northern Ireland BT421JH Tel. 00447751273487 April 20, 2015 VIA EDGAR Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Ms. Julie Griffith Albero, Corp. Registration Statement on Form S-1 (File No. 333-201365) Dear Ms. Julie Griffith: Pursuant to Rule 461(a) of the Securitie

April 9, 2015 CORRESP

Albero ESP

lot.htm ALBERO, CORP. 22 Mount Davys Rd., Cullybackey, Ballymena Co. Antrim, Northern Ireland BT421JH Tel. 00447751273487 April 9, 2015 Ms. Julie Griffith, United States Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Albero, Corp. Amendment No.2 to Registration Statement on Form S-1 Filed February 20, 2015 File No. 333-201365 Dear Ms. Julie Griffith: In a

April 9, 2015 S-1/A

Albero A

S-1/A 1 g7808.htm As filed with the Securities and Exchange Commission on April 9 , 2015 Registration No. 333-201365 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALBERO, CORP. (Exact name of registrant as specified in its charter) Nevada (State or Other Jurisdiction of Incorporation or Organ

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