UNITED STATESSECURITIES 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, 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: 000-54288

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 1705-6, 17th 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 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, 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  ☐ |                             

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 July 2, 2018, 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 March 18, 2019
|----------------------------------------- |  | -----------------------------
|Common Stock, US$.001 par value per share |  | 21,492,933 shares            
|                                          |  |                              

DOCUMENTS INCORPORATED BY REFERENCE:
None






















EXPLANATORY NOTE





This
Amendment No. 1 to the Company’s Form 10-K (the “Amendment”) amends Cosmos Group Holdings,
Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “Form 10-K”), as
filed with the Securities and Exchange Commission on March 28, 2019, and is being filed solely to correct a
typographical error that appears in the Company’s address on the Cover Page.



There have been no changes to the text of such item other than the change stated in the immediately preceding paragraph.



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, 31.2, 32.1 and 32.2 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.



























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/ Koon Wing Cheung                     |  | Chief Executive Officer and Director                          |  | April 18, 2019
|Koon Wing Cheung                         |  | (Principal Executive Officer and Principal Financial Officer) |  |               
|                                         |  |                                                               |  |               
|/s/ Miky Y.C. Wan
        Miky Y. C. Wan |  | Interim Chief Financial Officer, President and Director       |  | April 18, 2019
|                                         |  |                                                               |  |               
|/s/ Connie Kwok*
        Soo Choon Meng  |  | Secretary and Director                                        |  | April 18, 2019
|                                         |  |                                                               |  |               
|/s/ Kwai Yau (Tony) Ho*                  |  | Director                                                      |  | April 18, 2019
|Kwai Yau (Tony) Ho                       |  |                                                               |  |               
|                                         |  |                                                               |  |               
|/s/ Chio Meng Leung*                     |  | Director                                                      |  | April 18, 2019
|Chio Meng Leung                          |  |                                                               |  |               
|                                         |  |                                                               |  |               
|/s/ Jenher Jeng *                        |  | Director                                                      |  | April 18, 2019
|Jenher Jeng                              |  |                                                               |  |               
|                                         |  |                                                               |  |               





Representing all of the members of the Board of Directors.



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



** By authority of the power of attorney filed herewith