UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K/A

Amendment No. 1





(Mark one)

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



For the Fiscal Year Ended December 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 number: 000-55209



Algodon Wines & Luxury Development
Group, Inc.

(Exact Name of Registrant as Specified in
Its Charter)



|Delaware                                                       |  | 52-2158952                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|                                                               |  |                                     
|135 Fifth Avenue, Floor 10, New York, NY                       |  | 10010                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          



(212) 739-7700

(Registrant’s telephone number, including
area code)



Securities registered pursuant to Section 12(b) of the Act:
Not applicable



Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, par value $0.01 per share



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ̈Nox



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ̈Nox



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. YesxNo ̈



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). YesxNo ̈



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. ̈



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of
"large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):



|Large accelerated filer ̈                                            | Accelerated filer ̈        
|------------------------------------------------------------------- | --------------------------
|                                                                    |                           
|Non-accelerated filer ̈(Do not check if a smaller reporting company) | Smaller reporting companyx



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ̈Nox



The aggregate market value of the voting
and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold,
or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed
second fiscal quarter ($2.50) was $55,047,582 Solely for the purposes of this calculation, shares held by directors, executive
officers and 10% owners of the registrant have been excluded. Such exclusion should not be deemed a determination or an admission
by the registrant that such individuals are, in fact, affiliates of the registrant.



As of March 25, 2016, there were 40,201,566
shares of the registrant’s common stock outstanding.










EXPLANATORY
NOTE



We are filing
this Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to our Annual Report on Form 10-K for the fiscal year ended
December 31, 2015, as originally filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2016 (the
“Original Filing”), for the purpose of correcting the information disclosed in Item 10 of Part III of the Original
Filing, by removing an employee who was inadvertently included in the list of directors and officers. In addition, this Amendment
No. 1 amends Item 15 of Part IV of the Original Filing to include new certifications by our principal executive officer and principal
financial officer as required under Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002.



This Form 10-K/A (Amendment No. 1) has not
been updated for events or information subsequent to the filing date of the Original Filing. Accordingly, this Form
10-K/A (Amendment No. 1) should be read in conjunction with the Original Filing and the registrant’s other filings with the
Securities and Exchange Commission. Except as described above, no other changes have been made in the Amendment to modify or update
the other disclosures presented in the Original Filing.










PART III



ITEM 10. DIRECTORS, OFFICERS AND CORPORATE
GOVERNANCE



The management team of the Company is led
by executives who have experience in real estate investment, hotel management, broker-dealer operations and identifying and pursuing
investment opportunities. The management team will be assisted by the Company’s key personnel and advisors, who together
with their experience and expertise are also discussed below.



|Name                      |  | Age |  | Entity |  | Title                                                                                           |  | Year Appointed 
|------------------------- |  | --- |  | ------ |  | ----------------------------------------------------------------------------------------------- |  | ---------------
|Scott L. Mathis           |  | 53  |  | AWLD   |  | Chairman, Chief Executive Officer, President, President                                         |  | April, 1999    
|                          |  |     |  | CAP    |  | Chairman (2)                                                                                    |  | March, 2001    
|                          |  |     |  | MCAR   |  | Chairman, Chief Executive Officer, President                                                    |  | November, 2009 
|                          |  |     |  | TAR    |  | General Manager (1)                                                                             |  | December, 2007 
|                          |  |     |  | APII   |  | General Manager (1)                                                                             |  | March, 2009    
|                          |  |     |  | AWE    |  | General Manager (1)                                                                             |  | July, 2007     
|                          |  |     |  |        |  |                                                                                                 |  |                
|Maria I. Echevarria       |  | 36  |  | AWLD   |  | Chief Financial Officer, Chief Operating Officer, Secretary Treasurer and Compliance Officer(3) |  | April, 2015    
|                          |  |     |  | MCAR   |  | Chief Financial Officer, Treasurer, Secretary(3)                                                |  | April, 2015    
|                          |  |     |  | AEU    |  | Chief Financial Officer                                                                         |  |                
|                          |  |     |  |        |  |                                                                                                 |  |                
|Julian H. Beale           |  | 81  |  | AWLD   |  | Director                                                                                        |  | April, 1999    
|                          |  |     |  | CAP    |  | Director                                                                                        |  | February, 2001 
|                          |  |     |  | MCAR   |  | Director                                                                                        |  | November, 2009 
|                          |  |     |  |        |  |                                                                                                 |  |                
|Peter J.L. Lawrence       |  | 82  |  | AWLD   |  | Director                                                                                        |  | April, 1999    
|                          |  |     |  | CAP    |  | Director                                                                                        |  | February, 2001 
|                          |  |     |  | MCAR   |  | Director                                                                                        |  | November, 2009 
|                          |  |     |  | AEU    |  | Director                                                                                        |  | November, 2009 
|                          |  |     |  |        |  |                                                                                                 |  |                
|Keith T. Fasano           |  | 48  |  | CAP    |  | Managing Director,                                                                              |  | March, 2001    
|                          |  |     |  | CAP    |  | Chief Compliance Officer                                                                        |  | February, 2010 
|                          |  |     |  | CAP    |  | President and Secretary(2)                                                                      |  | September, 2015
|                          |  |     |  |        |  |                                                                                                 |  |                
|Sergio O. Manzur Odstrcil |  | 47  |  | TAR    |  | Chief Financial Officer, Chief Operating Officer(4)                                             |  | March, 2011    
|                          |  |     |  | APII   |  | Chief Financial Officer                                                                         |  | March, 2011    
|                          |  |     |  | AWE    |  | Chief Financial Officer, Chief Operating Officer(4)                                             |  | September, 2010
|                          |  |     |  |        |  |                                                                                                 |  |                

| | (1) | Translation of Argentine statutory corporate office.
| | --- | ----------------------------------------------------

| | (2) | In accordance with a three-month FINRA-ordered suspension, Mr. Mathis resigned all positions he held with DPEC Capital, Inc.
on May 30, 2012 and Mr. Tim F. Holderbaum was appointed CEO, Treasurer & Secretary. In September 2012, Mr. Holderbaum resigned
his positions as CEO, Treasurer & Secretary and Mr. Mathis was reappointed as CEO, Treasurer & Secretary of DPEC Capital,
Inc. Mr. Mathis resigned his position as President and Secretary of DPEC Capital on September 29, 2015, and Mr. Keith Fasano was
appointed President and Secretary of DPEC Capital, Inc.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | On April 13, 2015, Ms. Echevarria was appointed to these positions, replacing Mark Downey.
| | --- | ------------------------------------------------------------------------------------------

| | (4) | Mr. Manzur Odstrcil was appointed Chief Operating Officer of TAR and AWE on April 11, 2015.
| | --- | -------------------------------------------------------------------------------------------










Executive Officers



Scott L. Mathis. Mr. Mathis is the
founder of AWLD and has served as Chief Executive Officer and Chairman of the Board of Directors since its inception in April 1999.
Mr. Mathis has over five years’ experience serving as Chief Executive Officer and Chairman of the Board of Directors of Mercari
Communications Group, Ltd., a public company. Mr. Mathis is also the founder, Chief Executive Officer, and Chairman of IPG, AGP
and various other affiliated entities and assumed executive positions at DPEC Capital, Inc. in March 2001. In September 2015, Mr.
Mathis resigned his position as President and Secretary for DPEC Capital, but remains on as a director and non-executive chairman.
Since July 2009, Mr. Mathis has served as the Chief Executive Officer and Chairman of Hollywood Burger Holdings, Inc., a company
he founded which is developing Hollywood-themed American fast food restaurants in Argentina and the United States. Since June 2011,
Mr. Mathis has also served as the Chairman and Chief Executive Officer of InvestBio, Inc., a former subsidiary of AWLD that was
spun off in 2010. Including his time with AWLD and its subsidiaries, Mr. Mathis worked for over 25 years in the securities brokerage
field. From 1995-2000, he worked for National Securities Corporation and The Boston Group, L.P. Before that, he was a partner at
Oppenheimer and Company and a Senior Vice President and member of the Directors Council at Lehman Brothers. Mr. Mathis also worked
with Alex Brown & Sons, Gruntal and Company, Inc. and Merrill Lynch. Mr. Mathis received a Bachelor of Science degree in Business
Management from Mississippi State University. The determination was made that Mr. Mathis should serve on AWLD’s Board of
Directors due to his executive level experience working in the real estate development industry and in several consumer-focused
businesses, as well as his extensive experience in the securities brokerage and investment banking fields. He has also served on
the board of directors of a number of non-public companies in the biotechnology industry.



Maria I. Echevarria. Ms. Echevarria
was appointed Chief Financial Officer, Chief Operating Officer, Secretary and Compliance Officer for the Company effective April
13, 2015. She joined the Company as Corporate Controller in June of 2014 and had primary responsibility for the Company’s
corporate consolidation, policies and procedures as well as financial reporting for SEC compliance, coordinating budgets and projections,
preparing financial presentations and analyzing financial data. Ms. Echevarria has over 15 years of experience in Accounting, Compliance,
Finance, Information Systems and Operations. Her experience includes SEC reporting and financial analysis, and her career accomplishments
include developing and implementing major initiatives such as SOX, BSA and AML reporting and valuation of financial instruments.
Prior to her employment with the Company, Ms. Echevarria served as Director of Finance and Accounting for The Hope Center, a nonprofit,
from 2008 to June 2014 overseeing Finance, Information Systems and Operations. From 2001 through 2008 she served as a Quality Control
and Compliance Analyst, Financial Analyst, and Accounting Manager for Banco Popular in San Juan, Puerto Rico, where she specialized
in Mortgage Quality Control, Compliance, Financial Analysis and Mortgage Accounting, and corresponding with the FHA, VA and other
mortgage guarantors. Ms. Echevarria also coordinated audits and compliance programs related to reporting, remittances, escrow accounting
and default management for Fannie Mae, Freddie Mac and other private investors. She has developed and taught accounting courses
for Herzing University, and currently serves as an adjunct faculty member at Southern New Hampshire University. She is a CPA, licensed
in New Jersey and Puerto Rico, and holds a B.B.A. in Accounting from the University of Puerto Rico and a MBA in Business from University
of Phoenix. Mrs. Echevarria was born and raised in Puerto Rico, and is fluent in Spanish and English.



Julian H. Beale. Mr. Beale has served
as a director of AWLD since its inception in April 1999. Since 1996, Mr. Beale has managed his own investments, which include listed
“blue chip” shares, numerous speculative stocks, and real estate. Mr. Beale has over 10 years’ experience serving
as a director of Adacel Technologies Ltd., an Australian Stock Exchange listed company that provides air traffic simulations, training,
and management activities. Mr. Beale is also a director of Private Branded Beverage Ltd., a private company, and since July 2009
a director of InvestBio, Inc. After 14 years in engineering and after forming a plastics processing company that he built to employ
more than 200 people, Mr. Beale has since the early 1970’s been involved in consulting and investing. In 1977, he was part
of a consortium that purchased what became the Moonie Oil Company, a resources corporation that had interests in petroleum production.
In 1984, he entered Federal Parliament (Australia). During his 12 years in politics, he held many Shadow Minister portfolios (i.e.,
cabinet level position with minority party). He has a Bachelor of Engineering degree from Sydney University, Australia and an MBA
from Harvard University. The determination was made that Mr. Beale should serve on AWLD’s Board of Directors due to his experience
as a director for other public companies and as an investor in real estate.












Peter J.L. Lawrence. Mr. Lawrence
has served as a director of AWLD since its inception in April 1999. Since 2000, Mr. Lawrence has been a director of Sprue Aegis
plc, a U.K. company traded on the London Stock Exchange that designs and sells smoke and carbon monoxide detectors for fire-fighters
principally in the U.K.; Chairman of Infinity IP, a private company involved with intellectual property and distribution in Australasia;
and director of Hollywood Burger Holdings, Inc. Since June 2001, he has served as a director of InvestBio, Inc. Until recently,
Mr. Lawrence was Chairman of Polastar plc, a UK company that specializes in the development, manufacture and sale of a patent-
pending intelligent low-location lighting system. Prior to joining Polastar, Mr. Lawrence served as the Chairman of Associated
British Industries plc, a company that manufactured car engine and aviation jointings and sealants for both original equipment
manufacturers and after markets, specialty waxes and anti-corrosion coatings for the automotive tire and plastics industries. The
company was acquired for £40 million in 1995 by AlliedSignal Corp. which was later acquired by Honeywell. Mr. Lawrence has
additional experience as a director of a publicly-traded company by serving as a director of Beacon Investment Trust PLC, a London
Stock Exchange-listed company from 2003 to June 2010. Beacon invested in small and recently floated companies on the Alternative
Investment Market of the London Stock Exchange. Mr. Lawrence served on the investment committee of ABI Pension fund for 20 years
as well as the investment committee of Coram Foundation Children Charity founded in 1939 as the Foundling Hospital from 1977 to
2004. He received a Bachelor of Arts in Modern History from Oxford University where he graduated with honors. The determination
was made that Mr. Lawrence should serve on AWLD’s Board of Directors due to his experience as an investor in smaller public
companies and service as a director for a number of public companies.



Additional Key Personnel



Keith T. Fasano. Mr. Fasano was
appointed President and Secretary of DPEC Capital, Inc. in September 2015 and he has been Chief Compliance Officer since February
2010. Since 2001, Mr. Fasano has served as a Managing Director at DPEC Capital, where his responsibilities have involved offering
private equity investment opportunities to individual investors. Mr. Fasano has over 20 years of experience in the securities industry,
particularly with managing portfolios for institutional and high net-worth individuals. He also assisted with the founding of Hollywood
Burger Holdings, Inc. in 2009 and since then has continued to provide services to that company. Previously, Mr. Fasano held similar
positions at Gilford Securities, Whale Securities, and Lehman Brothers. Mr. Fasano received his Bachelor of Arts in Economics from
Rutgers University.



Sergio O. Manzur Odstrcil. Algodon
Mansion & Algodon Wine Estates, Chief Financial Officer (“CFO”) and Chief Operating Officer (“COO”).
Mr. Manzur Odstrcil is an Argentina Certified Public Accountant whose professional experience includes administration and management
positions with companies in Argentina, Brazil, Mexico and Chile. As CFO and COO for all of AWLD’s Argentine subsidiaries,
he is responsible for day-to-day management including financial planning and analysis, overseeing the implementation of financial
strategies for the corporation, and for ensuring prudent corporate governance. Prior to joining Algodon, Mr. Manzur Odstrcil was
the Administration and Finance Director for Bodega Francois Lurton since May 2007, where he was responsible for the design and
development of a financial debt strategy and negotiations with banks and strategic suppliers to obtain credits. He was also responsible
for the organization of new funding to the company for $4 million and also served as a member of the company’s executive
committee. From March 2002 to September 2006 he previously held the position of Country Controller for the Boston Scientific Corporation
(BSC) in Chile, and prior to that he served as Controller for Southern Cone BSC in Buenos Aires and Mexico City. He also served
as Senior Financial Analyst for BSC’s Latin American Headquarters in Buenos Aires, as well as in Sao Paulo, Brazil, and prior
to that he served as BSC’s Accountant Analyst in Buenos Aires. Mr. Manzur Odstrcil began his career at Cerveceria y Malteria
Quilmes in Argentina from 1997 to 1998. He obtained his MBA at INCAE in Costa Rica in 1996, and received his CPA from the Universidad
Nacional de Tucumán, San Miguel de Tucumán, Argentina in 1994.










Advisors



Steven A. Moel, M.D., J.D. Senior
Business Advisor, AWLD. Dr. Moel is a transactional attorney in private practice in Santa Barbara, California, and he serves as
counsel and/or as an officer for many corporations and non-profits. He is presently: a member of the Board of Directors of Hollywood
Burger Holdings, Inc.; Vice-President, Business Development and Mergers & Acquisitions of Virgilian, LLC (nutraceuticals/agricultural);
Business Advisor and Vice-President, Finance, of via Market Consumer Products, LLC (manufacturer of consumer products); Vice-President,
Business Development of Employment in Australia, LLC (immigrant worker/industry connections); Vice-President, Business Development
and Senior Business Advisor of Agaia LLC (green cleaning products); and on the Advisory Board of Mahlia Collection (jewelry design/manufacturing).
Previously, Dr. Moel has served as: CEO of U.S. Highland, which is traded on NASDAQ (UHLN) (motorcycles, motorsports); President,
Chief Operating Officer and Executive Director of American Wine Group (wine production/distribution); Chairman of the Board and
Chief Operating Officer of WayBack Granola Company (granola manufacturing); member of the Board of Directors of Grudzen Development
Corp. (real estate); Chief Operating Officer and Chairman of the Board of Paradigm Technologies (electronics/computer developer);
and President and Chief Executive Officer of Sem-Redwood Enterprises (stock pool). He was also a founder of Akorn, Inc., a biotechnology/
pharmaceutical company which is traded on the NASDAQ (AKRX), where he served as a Director on the Executive Board, and Vice-President
of Mergers and Acquisitions. Dr. Moel is also a Board Certified Ophthalmologist who was in academic and private practice and has
edited and authored multiple journal articles, medical studies, and text books, and is an Emeritus Fellow of the American Academy
of Ophthalmology. His academic history includes University of Miami in Florida, the Santa Barbara College of Law, and West Virginia
University Medical School.



Family Relationships



There are no family relationships among
any of our executive officers and directors.



Term of Office



Each director will hold office until the
next annual meeting of stockholders and until his successor is elected and qualified or until his earlier resignation or removal.



Involvement in Certain Legal Proceedings



See Part I, Item 3—Legal Proceedings.



Corporate Governance



In considering its corporate governance
requirements and best practices, the Company looks to the NYSE MKT Listed Company manual. The manual is available through the Internet
at http://wallstreet.cch.com/MKT/CompanyGuide/.



Board’s Role and the Role of the
Audit Committee in Risk Oversight



While management is charged with the day-to-day
management of risks that the Company faces, the Board of Directors and the audit committee are responsible for oversight of risk
management. The full Board and the audit committee have responsibility for general oversight of risks facing the Company. Specifically,
the audit committee reviews and assesses the adequacy of the Company’s risk management policies and procedures with regard
to identification of the Company’s principal risks, both financial and non-financial, and reviews updates on these risks
from the Chief Financial Officer and the Chief Executive Officer. The audit committee also reviews and assesses the adequacy of
the implementation of appropriate systems in order to mitigate and manage the principal risks.



Review and Approval of Transactions
with Related Parties



On March 24, 2015 and effective April 15,
2015, the Board adopted a policy requiring that disinterested directors approve transactions with related parties which are not
market-based transactions. Generally, the Board of Directors will approve transactions only to the extent the disinterested directors
believe that they are in the best interests of the Company and on terms that are fair and reasonable (in the judgment of the disinterested
directors) to the Company.










Audit Committee



The Board of Directors approved the Audit
Committee Charter on March 24, 2015 to be effective April 15, 2015, in accordance with Section 3 (a)(58)(A) of the Exchange Act
and NYSE MKT Rule 803(B) as modified for smaller reporting companies by NYSE MKT Rule 801(h). The Audit Committee was established
to oversee the Company’s corporate accounting and financial reporting processes and audits of its financial statements.



The members of our Audit Committee are
Messrs. Beale and Lawrence. Mr. Lawrence is the chairman of the Audit Committee. The Board of Directors has determined that Julian
H. Beale and Peter J.L. Lawrence are independent under SEC Rule 10A-3(b)(1) and NYSE MKT Rule 802(a). Management has determined
that all members of the Audit Committee are “financially literate” as interpreted by management. No members of the
audit committee have been qualified as an audit committee financial expert, as defined in the applicable rules of the SEC because
the Board believes that the Company’s status as a smaller reporting company does not require expertise beyond financial literacy.



The Audit Committee Charter deals with
the establishment of the Audit Committee and sets out its duties and responsibilities. The Audit Committee will review and reassess
the adequacy of the Audit Committee Charter on an annual basis. The Audit Committee Charter is available on our Company website
at http://www.algodongroup.com.



No Nominating Committee



The Company has not established a nominating
committee. Under the NYSE MKT Rule 804(a), if there is no nominating committee, nominations must be made by a majority of the independent
directors. The Company believes that this is appropriate in light of the NYSE MKT rules on point and based on the fact that AWLD
remains a smaller reporting company and (as described below) nominating decisions are made by the independent directors. In order
to comply with the NYSE MKT rules, however effective April 15, 2015, the Board of Directors adopted a nomination procedure by which
eligible stockholders may nominate a person to the Board of Directors. That procedure is as follows:



The Company will consider all recommendations
from any person (or group) who holds and has (or collectively if a group have) held more than 5% of the Company’s voting
securities for longer than one year. Any stockholder who desires to submit a nomination of a person to stand for election of directors
at the next annual or special meeting of the stockholders at which directors are to be elected must submit a notification of the
stockholder’s intention to make a nomination (“Notification”) to the Company by the date mentioned in the most
recent proxy statement under the heading “Proposal From Stockholders” as such date may be amended in cases where the
annual meeting has been changed as contemplated in SEC Rule 14a-8(e), Question 5, and in that notification must provide the following
additional information to the Company:



| | · | Name, address, telephone number and other methods by which the Company can contact the stockholder submitting the Notification and the total number of shares beneficially owned by the stockholder (as the term “beneficial ownership” is defined in SEC Rule 13d-3);
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | If the stockholder owns shares of the Company’s voting stock other than on the records of the Company, the stockholder must provide evidence that he or she owns such shares (which evidence may include a current statement from a brokerage house or other appropriate documentation);
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Information from the stockholder regarding any intentions that he or she may have to attempt to make a change of control or to influence the direction of the Company, and other information regarding the stockholder any other persons associated with the stockholder that would be required under Items 4 and 5 of SEC Schedule 14A were the stockholder or other persons associated with the stockholder making a solicitation subject to SEC Rule 14a-12(c);
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Information from the stockholder regarding any intentions that he or she may have to attempt to make a change of control or to influence the direction of the Company, and other information regarding the stockholder any other persons associated with the stockholder that would be required under Items 4 and 5 of SEC Schedule 14A were the stockholder or other persons associated with the stockholder making a solicitation subject to SEC Rule 14a-12(c);
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | All information required by Item 7 of SEC Schedule 14A with respect to the proposed nominee, which shall be in a form reasonably acceptable to the Company.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------










No Compensation Committee or Compensation
Consultant



The Company has not established a compensation
committee. The Company believes that this is appropriate in light of the NYSE MKT Exchange (“NYSE MKT”) rules on point
and based on the fact that the Company remains a smaller reporting company and (as described below) compensation decisions are
made by the independent directors. Under the NYSE MKT Rule 805(a), if there is no compensation committee, compensation of the Chief
Executive Officer (being Mr. Mathis) must be determined, or recommended to the Board of Directors for determination, by a majority
of the independent directors on its Board. The CEO may not be present during voting or deliberations of his compensation.



In lieu of a formal charter, effective
April 15, 2015, the Board adopted these guidelines to assist the Board with its duties and responsibilities in monitoring, approving
and disclosing the Company’s compensation philosophies and practices, in accordance with applicable rules and regulations
of the U.S. Securities and Exchange Commission (the “SEC”), the Internal Revenue Service and the NYSE MKT.



All compensation decisions will be made
by a majority of the independent directors who are “non-employee directors” as such term is defined Rule 16b-3 of the
Securities Exchange Act of 1934 (the “Exchange Act”) and not officers or employees of the Company or its subsidiaries
and who meet the definition of “independent” as set forth in NYSE MKT Rule 805, and Section 10C of the Exchange Act
and the rules and regulations promulgated thereunder. In addition, all independent directors must be “outside directors”
for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended.



NYSE MKT Rule 805(c)(1) enhances the independence
requirements for directors in connection with compensation decisions by requiring that the directors “consider all factors
specifically relevant to determining whether a director has a relationship to the listed company which is material to that director’s
ability to be independent from management in connection with the duties of a Compensation Committee member.”



Responsibilities and authority of the independent
directors are as follows:



| | · | The independent directors will meet as often as they deem necessary or appropriate to perform their responsibilities. The independent directors may meet in person or by telephone conference call, and may act by unanimous written consent.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The independent directors will make regular reports to the entire Board of Directors and will propose any necessary or appropriate action to the Board of Directors.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The independent directors will be directly responsible for establishing annual and long-term performance goals and objectives for the Company’s Chief Executive Officer and other executive officers, as well as setting the overall compensation philosophy for the Company. The directors should consider various factors when evaluating and determining the compensation terms and structure of its executive officers, including the following:
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | The executive’s leadership and operational performance and potential to enhance long-term value to the Company’s stockholders;
| | - | ------------------------------------------------------------------------------------------------------------------------------



| | o | The Company’s financial resources, results of operations, and financial projections;
| | - | ------------------------------------------------------------------------------------



| | o | Performance compared to the financial, operational and strategic goals established for the Company;
| | - | ---------------------------------------------------------------------------------------------------



| | o | The nature, scope and level of the executive’s responsibilities;
| | - | ----------------------------------------------------------------



| | o | Competitive market compensation paid by other companies for similar positions, experience and performance levels; and
| | - | ---------------------------------------------------------------------------------------------------------------------



| | o | The executive’s current salary, the appropriate balance between incentives for long-term and short-term performance.
| | - | --------------------------------------------------------------------------------------------------------------------










| | · | In fulfilling its compensation responsibilities, the independent directors will:
| | - | --------------------------------------------------------------------------------



| | o | Review and approve performance goals and objectives relevant to the compensation of the Company’s Chief Executive Officer and other executive officers;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | Evaluate the performance of the Chief Executive Officer and other executive officers in light of approved performance goals and objectives;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------



| | o | Establish the compensation of the Chief Executive Officer and other executive officers based upon the evaluation of the performance of the Chief Executive Officer and the other executive officers;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | Advise the entire Board of Directors on the setting of compensation for senior management whose compensation is not otherwise set by the committee;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------



| | o | Grant options and awards under the Company’s existing stock incentive plan;
| | - | ---------------------------------------------------------------------------



| | o | Subject to the necessary approval of the Board of Directors and/or the Company’s stockholders, propose the adoption, amendment and termination of any stock option plans, pension and profit sharing plans, stock bonus plans, stock purchase plans, bonus plans, deferred compensation plans and other similar programs (“Compensation Plans”);
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | Make recommendations to the Board of Directors with respect to the Compensation Plans;
| | - | --------------------------------------------------------------------------------------



| | o | Administer the Compensation Plans in accordance with their terms;
| | - | -----------------------------------------------------------------



| | o | Review and approve any severance or similar termination payments proposed to be made to any current or former executive officer of the Company; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------



| | o | Review such other compensation matters as the Chief Executive Officer or the Board of Directors of the Company requests.
| | - | ------------------------------------------------------------------------------------------------------------------------



Company management should be responsible
for reviewing the base salary, annual bonus and long-term compensation levels for other Company employees. The entire Board of
Directors should be responsible for significant changes to, or adoption, of new employee benefit plans.



NYSE MKT Rule 805(c)(1) enhances the independence
requirements for directors in connection with compensation decisions by requiring that the directors “consider all factors
specifically relevant to determining whether a director has a relationship to the listed company which is material to that director’s
ability to be independent from management in connection with the duties of a Compensation Committee member.” The Board of
Directors has determined that Messrs. Beale and Lawrence were independent under this requirement. Their independence is considered
at each audit committee meeting.



Although NYSE MKT Rule 805(c)(3)(i) provides
that a compensation committee may (in its discretion, not the discretion of the Board) retain compensation consultants, independent
legal counsel, and other advisors, the independent directors acting as the compensation committee have not decided to do so.



Code of Business Conduct and Whistleblower
Policy



On March 24, 2015 and effective April 15,
2015, our Board of Directors adopted a Code of Business Conduct and Whistleblower Policy (the “Code of Conduct”). The
Code of Conduct applies to all of our officers and employees, including our principal executive officer, and principal accounting
officer. Our Code of Conduct establishes standards and guidelines to assist our directors, officers, and employees in complying
with both the Company’s corporate policies and with the law and is posted at our website: www.algodongroup.com.










Insider Trading Policy



On March 24, 2015 and effective April 15,
2015, our Board of Directors adopted an Insider Trading Policy. The Insider Trading Policy applies to all of our officers, directors,
and employees. Our Insider Trading Policy is posted at our website: www.algodongroup.com.



Stockholder Communications to the Board



Stockholders who are interested in communicating
directly with members of the Board, or the Board as a group, may do so by writing directly to the individual Board member c/o Secretary,
135 Fifth Avenue, Floor 10, New York, NY 10010. The Company’s Secretary will forward communications directly to the appropriate
Board member. If the correspondence is not addressed to the particular member, the communication will be forwarded to a Board member
to bring to the attention of the Board. The Company’s Secretary will review all communications before forwarding them to
the appropriate Board member.



Section 16(a) Beneficial Ownership Reporting
Compliance



Section 16 of the Exchange Act requires
that reports of beneficial ownership of common stock and changes in such ownership be filed with the Securities and Exchange Commission
by Section 16 "reporting persons," including directors, certain officers, holders of more than 10% of the outstanding
common stock and certain trusts of which reporting persons are trustees. We are required to disclose in this Annual Report each
reporting person whom we know to have failed to file any required reports under Section 16 on a timely basis during the fiscal
year ended December 31, 2015. To our knowledge, based solely on a review of copies of Forms 3, 4 and 5 filed with the Securities
and Exchange Commission and written representations that no other reports were required, during the fiscal year ended December
31, 2015 our officers, directors and 10% stockholders complied with all Section 16(a) filing requirements applicable to them, except
that each of Messrs. Mathis, Beale and Lawrence filed his respective Form 3 late, and Messrs. Beale, Downey, Echevarria, and Lawrence,
Downey each filed one Form 4 late (each Form 4 relating to one transaction), and Mr. Mathis filed three Forms 4 late (relating
to an aggregate of eight transactions) and the Wow Group, a 10% stockholder during the year ended December 31, 2014 filed its Form
3 late, and filed one Form 4 late, relating to one transaction.



Code of Ethics



On March 24, 2015 and effective April 15,
2015, the Company’s Board of Directors adopted a Code of Ethics that is applicable to all of the Company's and its subsidiaries'
employees, including the Company's Chief Executive Officer, Chief Financial Officer and Chief Compliance Officer. The Code of Ethics
contains written standards that are designed to deter wrongdoing and to promote honest and ethical conduct, including the ethical
handling of actual or apparent conflicts of interest; full, fair, accurate, timely and understandable public disclosures and communications,
including financial reporting; compliance with applicable laws, rules and regulations; prompt internal reporting of violations
of the code; and accountability for adherence to the code. A copy of the Code of Ethics is posted at our website at www.algodongroup.com.










PART IV



ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULE



|Exhibit |  | Description                                                                                                                                                                                                                                                                                                                                                                                         
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1     |  | Amended and Restated Certificate of Incorporation filed September 30, 20131                                                                                                                                                                                                                                                                                                                         
|3.2     |  | Amended and Restated Bylaws1                                                                                                                                                                                                                                                                                                                                                                        
|4.1     |  | Amended and Restated Certificate of Designation of the Series A Preferred filed September 30, 20131                                                                                                                                                                                                                                                                                                 
|4.2     |  | Diversified Private Equity Corp. 2008 Equity Incentive Plan; Amendment No. 1 dated January 18, 2011; and Amendment No. 2 dated September 14, 20121                                                                                                                                                                                                                                                  
|4.3     |  | Form of Stock Option Certificate Pursuant to the 2008 Stock Option Plan1                                                                                                                                                                                                                                                                                                                            
|10.1    |  | Employment Agreement by and between Algodon Wines & Luxury Development Group, Inc. and Scott L. Mathis dated September 28, 20155                                                                                                                                                                                                                                                                    
|10.2    |  | Agreement of Lease between 135 Fifth Avenue LLC and Diversified Biotech Holdings Corp. dated July 1, 2006 and Amendment of Lease between 135 Fifth Avenue LLC and Diversified Private Equity Corp., dated September 1, 20101                                                                                                                                                                        
|10.3    |  | Second Amendment of Lease between 135 Fifth Avenue LLC and Diversified Private Equity Corp., dated July 10, 2015*                                                                                                                                                                                                                                                                                   
|10.4    |  | Warrant Agreement between Algodon Global Properties, LLC and DPEC Capital, Inc. dated July 18, 2008; Amendment No. 1 to Warrant Agreement dated April 13, 2009; and Form of Warrant Certificate1                                                                                                                                                                                                    
|10.5    |  | Placement Agent Agreement between Hollywood Burger Holdings, Inc. and DPEC Capital, Inc. dated March 11, 2010; Initial Extension of Placement Agent Agreement dated October 8, 2010; Second Extension of Placement Agent Agreement dated July 8, 2011; Third Extension of Placement Agent Agreement dated September 7, 2011; and Fourth Extension of Placement Agent Agreement dated March 21, 20121
|10.6    |  | Fifth Extension of Placement Agent Agreement between Hollywood Burger Holdings, Inc. and DPEC Capital, Inc. dated February 28, 2014*                                                                                                                                                                                                                                                                
|10.7    |  | Warrant Agreement between Hollywood Burger Holdings, Inc. and DPEC Capital, Inc. dated March 11, 2010; Initial Extension of Warrant Agent Agreement dated October 8, 2010; Second Extension of Warrant Agent Agreement dated March 21, 2012; and Form of Warrant Certificate1                                                                                                                       
|10.8    |  | Third Extension of Warrant Agreement between Hollywood Burger Holdings, Inc. and DPEC Capital, Inc. dated February 28, 2014*                                                                                                                                                                                                                                                                        
|10.9    |  | Convertible Note Purchase Agreement dated June 24, 2011; Amendment No. 1 dated September 30, 2011; and Form of Convertible Promissory Note1                                                                                                                                                                                                                                                         
|10.10   |  | Placement Agent Agreement between Algodon Wines & Luxury Development Group, Inc. and DPEC Capital, Inc. dated October 1, 20121                                                                                                                                                                                                                                                                      
|10.11   |  | First Extension of Placement Agent Agreement between Algodon Wines & Luxury Development Group, Inc. and DPEC Capital, Inc., dated June 30, 2013; and Revised Second Extension and First Modification of October 1, 2012 Placement Agent Agreement2                                                                                                                                                  
|10.12   |  | Amended Revised Second Extension and First Modification of the October 1, 2012 Placement Agent Agreement dated as of September 8, 20143                                                                                                                                                                                                                                                             
|10.13   |  | Warrant Agreement between Algodon Wines & Luxury Development Group, Inc. and DPEC Capital, Inc. dated October 1, 2012 and Form of Warrant Certificate1                                                                                                                                                                                                                                              
|10.14   |  | Extension of Termination Date of Placement Agent Agreement, dated December 31, 2014; Second Extension of Termination Date of Placement Agent Agreement and Warrant Agreement, dated March 31, 2015; and Third Extension and Second Modification of the October 1, 2012 Placement Agent Agreement, dated as of October 1, 2015*                                                                      








|10.15   |  | Extension of Warrant Agreement, dated July 9, 2014 Second Extension of Warrant Agreement, dated Sept. 8, 2014; and Third Extension of Warrant Agreement, dated October 1, 2015*
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.16   |  | Letter Agreement between Maxim Group, LLC and the Company, dated January 11, 2016*                                                                                             
|14.1    |  | Code of Business Conduct and Ethics and Whistleblower Policy4                                                                                                                  
|14.2    |  | Audit Committee Charter4                                                                                                                                                       
|21      |  | Subsidiaries of Algodon Wines & Luxury Development Group, Inc.4                                                                                                                
|99.1    |  | Algodon Wine Estates Property Map1                                                                                                                                             
|31.1    |  | Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**                                                                   
|31.2    |  | Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**                                                                   
|32      |  | Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002***                                  
|101.INS |  | XBRL Instance Document*                                                                                                                                                        
|101.SCH |  | XBRL Schema Document*                                                                                                                                                          
|101.CAL |  | XBRL Calculation Linkbase Document*                                                                                                                                            
|101.DEF |  | XBRL Definition Linkbase Document*                                                                                                                                             
|101.LAB |  | XBRL Label Linkbase Document*                                                                                                                                                  
|101.PRE |  | XBRL Presentation Linkbase Document*                                                                                                                                           
|        |  |                                                                                                                                                                                
|1.      |  | Incorporated by reference from the Company’s Registration of Securities Pursuant to Section 12(g) on Form 10 dated May 14, 2014.                                               
|2.      |  | Incorporated by reference from the Company’s Registration of Securities Pursuant to Section 12(g) on Amendment No. 2 to Form 10 dated August 13, 2014.                         
|3.      |  | Incorporated by reference from the Company’s Registration of Securities Pursuant to Section 12(g) on Amendment No. 3 to Form 10 dated September 12, 2014.                      
|4.      |  | Incorporated by reference from the Company’s Annual Report on Form 10-K, filed on March 31, 2015.                                                                              
|5.      |  | Incorporated by reference from the Company’s Quarterly report on Form 10-Q, filed on November 16, 2015.                                                                        
|*       |  | Previously filed.                                                                                                                                                              
|**      |  | Filed herewith.                                                                                                                                                                
|***     |  | Furnished, not filed herewith.                                                                                                                                                 












SIGNATURES



Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to the Annual Report to
be signed on its behalf by the undersigned, thereunto duly authorized.



|                      | ALGODON WINES & LUXURY DEVELOPMENT GROUP, INC.
|--------------------- | ----------------------------------------------
|                      |                                               
|Dated: March 31, 2016 |                                               
|                      |                                               
|                      |                                               
|                      |                                               
|Dated: March 31, 2016 |                                               
|                      |                                               
|                      |