UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K
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, 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: 000-54288



COSMOS GROUP HOLDINGS INC.

(Exact name of registrant as specified in
its charter)



|NEVADA                                                                                                |  | 22-3617931         
|----------------------------------------------------------------------------------------------------- |  | -------------------
|(State or other jurisdiction of                                                                       |  | (I.R.S. Employer   
|incorporation or organization)                                                                        |  | Identification No.)
|                                                                                                      |  |                    
|Rooms 1309-11, 13th Floor, Tai Yau Building,
        No. 181 Johnston Road
        Wanchai, Hong Kong |  | N/A                
|(Address of principal executive offices)                                                              |  | (Zip Code)         



Registrant’s telephone number, including
area code: +852 3643 1111



Securities registered pursuant to Section
12(b) of the Act: None



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



Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ☐
No ☒



Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.     Yes ☒
No ☐



Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.     Yes ☒ 
No ☐



Indicate by check
mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such
files).       Yes ☒ 
No ☐



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



|Large accelerated filer ☐  | Accelerated filer  ☐        
|-------------------------- | ----------------------------
|Non-accelerated filer  ☒   | Smaller reporting company  ☒
|Emerging growth company  ☐ |                             



If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.           ☐



Indicate by check
mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐



Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     	Yes
☐	     No ☒



Approximate aggregate
market value of the voting stock held by non-affiliates of the registrant as of June 28, 2019, based upon the closing sale price
reported by the Over-the-Counter Bulletin Board on that date: US$0.



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



|Common Stock                              |  | Outstanding at April 28, 2020
|----------------------------------------- |  | -----------------------------
|Common Stock, US$.001 par value per share |  | 21,536,933 shares            
|                                          |  |                              

DOCUMENTS INCORPORATED BY REFERENCE:
None

















This Amendment No.
1 to the Company’s Form 10-K (the “Amendment”) amends the Annual Report of Cosmos Group Holdings Inc. on Form
10-K for the fiscal year ended December 31, 2019 (the “Form 10-K”), as filed with the Securities and Exchange Commission
on April 29, 2020, and is being filed solely include an explanatory note relating to the Company’s reliance on an order by
the Securities and Exchange Commission providing for regulatory relief to public companies whose operations were affected by the
novel coronavirus disease (“COVID-19”).



This Amendment includes
new certifications by our Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley
Act of 2002 as exhibits 31.1 and 32. hereto.



Except as expressly
set forth above, this Amendment does not, and does not purport to, amend, update or restate the information in any other item of
the Form 10-K or reflect any events that have occurred after the filing of the original Form 10-K.





EXPLANATORY NOTE



On March 25, 2020,
the Securities and Exchange Commission (“SEC”) issued an order and guidance (collectively, the “Order”)
providing regulatory relief to public companies whose operations may be affected by the novel coronavirus disease (“COVID-19”).
The Order provided public companies with a 45-day extension to file certain disclosure reports, including their Annual Report on
10-K (“Annual Report”), that would otherwise have been due between March 1, 2020 and July 1, 2020.



Due to its operations
being impacted by COVID-19, the Company was unable to meet its filing deadline with respect to its Annual Report and on March 30,
2020, submitted a Current Report on Form 8-K in accordance with and reliance upon the Order.



Due to the outbreak
of coronavirus disease 2019 (COVID-19), starting from early March 2020, the Company’s employees and external auditors have
been asked to work remotely. As a result, communication among internal financial staff and external auditors has been challenging,
resulting in a delay in preparation and completion of its consolidated financial statements. Based on the foregoing, on March 30,
2020, the Company filed a Current Report on Form 8-K to avail itself of a 45-day extension to file this Form 10-K relying on the
exemptions provided by the SEC Order. This Form 10-K is being filed in reliance on the SEC Order.



























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SIGNATURES



Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



| | COSMOS GROUP HOLDINGS, INC.
| | ---------------------------
| | (Registrant)               
| |                            
| | By:                        
| |                            
| |                            
| |                            
| | Dated:                     











Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant, and in the capacities
and on the dates indicated:



|Signature                                |  | Title                                                                            |  | Date        
|---------------------------------------- |  | -------------------------------------------------------------------------------- |  | ------------
|                                         |  |                                                                                  |  |             
|                                         |  |                                                                                  |  |             
|/s/ Miky Y.C. Wan
        Miky Y. C. Wan |  | Chief Executive Officer, President, Interim Chief Financial
Officer and Director |  | May 14, 2020
|                                         |  |                                                                                  |  |             
|/s/ Connie Kwok*
        Connie Kwok     |  | Secretary and Director                                                           |  | May 14, 2020
|                                         |  |                                                                                  |  |             
|/s/ KwaiYau (Tony) Ho*                   |  | Director                                                                         |  | May 14, 2020
|KwaiYau (Tony) Ho                        |  |                                                                                  |  |             
|                                         |  |                                                                                  |  |             
|/s/ ChioMeng Leung*                      |  | Director                                                                         |  | May 14, 2020
|ChioMeng Leung                           |  |                                                                                  |  |             
|                                         |  |                                                                                  |  |             

Representing all of the members of the Board of Directors.



|    
|----
|    
|* By
|    
|    



** By authority of the power of attorney filed herewith









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