Under the Securities Exchange Act of 1934
(Amendment No. __)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in
paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this
cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information
required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Leong
Yee Ming
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
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(b)
☐
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
PF
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Malaysia
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
39,343,621
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8
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SHARED
VOTING POWER
--
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9
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SOLE
DISPOSITIVE POWER
39,343,621
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10
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SHARED
DISPOSITIVE POWER
--
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,343,621
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.48%
(1)
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14
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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(1) Based on 54,087,903 shares of the Company’s
common stock plus and aggregate of 75,000,000 deemed issued as of the date hereof.
Page 2
Item 1. Security and Issuer
This statement relates to
the common stock, $0.0001 par value, of Vitaxel Group Limited (the “Company”), a Nevada corporation. The address of
the Company’s principal executive office is Wisma Ho Wah Genting, No 35, Jalan Maharajalela, 50150, Kuala Lumpur, Malaysia
Item 2. Identity and Background
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(a)
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This statement is filed by Leong Yee Ming
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(b)
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The business address of the Reporting Person is Wisma Ho Wah Genting, No. 35, Jalan Maharajalela,
50150, Kuala Lumpur, Malaysia
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(c)
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The Reporting Person’s principal occupation is Chief Executive Officer of the Company.
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(d)
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During the last five years, the Reporting Person has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
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(e)
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During the last five years, the Reporting Person has not been a party to
a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which he was or is subject to
a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activates subject to, federal or
state securities laws or finding any violation with respect to such laws.
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(f)
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The Reporting Person is a citizen of Malaysia.
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Item 3. Source and Amount
of Funds or Other Considerations
On January 22, 2018 the Reporting Person was issued
37,000,000 shares of Common Stock of the Company pursuant to the terms of the Share Sale Agreement, effective December 15, 2017
with the Company, Lim Hui Sing and the Reporting Person and Vitaxel Sdn. Bhd., a wholly- owned subsidiary of the Company (the “Purchaser”),
as amended. Pursuant to the terms of said agreement, the Reporting Person sold the Purchaser all his shares in Grande Legacy Inc.,
a British Virgin Islands company (“Grande Legacy”) in consideration for the issuance by the Company to the Reporting
Person of 37,500,00 shares of the Company’s common stock.
Item 4. Purpose of Transaction
Other than the contemplated
increase in authorized number of shares of common stock that the Company can issue, which is the subject of a preliminary proxy
statement filed by the Company with the Securities and Exchange Commission on December 12, 2017, the Reporting Person does not
have any other plans or proposals that would relate to or result in any of the matters set forth below
(a)
The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company:
Page 3
(b) An extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Company or any of its subsidiaries:
(c) A sale or transfer of a material amount of assets of the Company or any of its subsidiaries:
(d) Any change in the present board of directors or management of the Company, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board:
(e) Any material change in the present capitalization or dividend policy of the Company:
(f)
Any other material change in the Company’s business or corporate structure, including but not limited to, if the Company
is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a
vote id required by Section 13 of the Investment Company Act of 1940:
(g)
Changes in the Company’s charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition
of control of the issuer by any person:
(h) Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered national securities association:
(i) A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended: or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
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(a)
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The aggregate number and percentage of class of securities identified pursuant
to Item 1beneficially owned by the Reporting Person is 39,343,621 shares of common stock and 30.48% respectively.
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(b)
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The Reporting Person has the sole power to vote or to direct the cote and
to dispose of or to direct the disposition of the 39,343,621 shares of common stock of the Company.
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(c)
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During the past 60 days, the Reporting Person affected no transitions in
the common stock of the Company other than the issuance to the Reporting Person described in Item 3 above.
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(d)
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No person is known to have the right to receive, or the power to direct
the receipt of dividends from, or proceeds from the sale of, the shares of the common stock beneficially owned by the Reporting
Person.
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Page 4
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except for the Share Sale
Agreement described in Item 3 above, there are no contracts, arrangements, understandings or relationships between the Reporting
Person and any other person, with respect to the securities of the Company, including but not limited to, transfer or voting of
any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed
as Exhibits
Share Sale Agreement among
Lim Hui Sing, Leong Yee Ming and Vitaxel Sdn. Bhd. and Vitaxel Group Limited (filed as Exhibit 10.13 to the Current Report on Form
8-K filed by the company on December 19, 2018)
Agreement among Lim Hui
Sing, Leong Yee Ming and Vitazel Sdn. Bhd. and Vitaxel Group Limited (filed as Exhibit 10.13 to the Current Report on Form 8-K
filed by the Company on January 22, 2018.
Signature
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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January 30, 2018
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Dated
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/s/ Leong Yee Ming
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Leong Yee Ming
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