ITEM 4.01
Change
in Registrant's Certifying Accountant.
(a) Dismissal
of Independent Registered Public Accounting Firm.
On May 8, 2017, Vitaxel Group Limited (the
“Company”) dismissed Centurion ZD CPA Limited (“Centurion”) as the Company's independent registered public
accounting firm, effective immediately.
The audit reports of Centurion on the consolidated
financial statements of the Company for each of the two most recent fiscal years ended December 31, 2016 and December 31, 2015
did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope
or accounting principles.
During the Company's two most recent fiscal
years ended December 31, 2016 and December 31, 2015 and during the subsequent interim period from January 1, 2017 through May 7,
2017, (i) there were no disagreements with Centurion on any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedures that, if not resolved to Centurion's satisfaction, would have caused Centurion to make reference
to the subject matter of the disagreement in connection with its reports and (ii) there were no “reportable events”
as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Centurion with a copy
of the disclosures in this report prior to filing with the Securities and Exchange Commission (the “SEC”). A copy of
Centurion 's letter to the SEC stating whether it agrees with the statements made in this report will be filed as Exhibit 16.1
to this report, by amendment.
(b) Engagement
of New Independent Registered Public Accounting Firm.
On May 8, 2017, the Board of Directors
of the Company engaged BF Borgers CPA PC
("BFB") as the Company's independent registered
public accounting firm for the year ending December 31, 2017.
During
the two most recent fiscal years ended December 31, 2016 and December 31, 2015 and during the subsequent interim period from January
1, 2017 through May 7, 2017, neither the Company nor anyone on its behalf consulted BFB regarding either (i) the application of
accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered
on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that BFB concluded
was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting
issue, or (ii) any matter that was either the subject of a
“
disagreement
”
or
a
“
reportable event
”
,
each as defined in Regulation S-K Item
304(a)(1)(iv) and Item
304(a)(1)(v), respectively.