---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K/AAmendment 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 January 31, 2016

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: 001-37662



NAKED BRAND GROUP INC.
  (Exact name of registrant as specified in its charter)

|Nevada                                           | 99-0369814                             
|------------------------------------------------ | ---------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification Number)
|organization)                                    |                                        

10th Floor  95 Madison Avenue, New York, New York
10016(Address of principal executive offices and Zip Code)

(212) 851-8050(Registrants telephone
number, including area code)

Securities registered pursuant
to Section 12(b) of the Act:

|**Common Stock, $0.001 par
value**(Title of each
class) | **The
NASDAQ Stock Market LLC**
(Name of each exchange on which registered)
|------------------------------------------------------- | ---------------------------------------------------------------------------

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

None(Title of class)

---

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

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 [ 
 ]        No [X]

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 (Exchange Act) 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
[X]        No [   ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).Yes [X]        No [ 
 ]

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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 definition 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 company [X]      

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

The aggregate market value of the voting and non-voting stock
held by non-affiliates of the registrant as of July 31, 2015, the last business
day of the registrants most recently completed second fiscal quarter, was
$4,953,158 based upon the closing price reported for such date.

On April 28, 2016, the registrant had 6,069,982 shares of
common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

2

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EXPLANATORY NOTE

This
  Amendment No. 1 on Form 10-K/A (Amendment No. 1) amends our Annual Report on
  Form 10-K for the fiscal year ended January 31, 2016 (the Original Filing),
  filed with the U.S. Securities and Exchange Commission (the SEC) on April 29,
  2016 (the Original Filing Date). The sole purpose of this Amendment No. 1 is
  to include the information required by Items 10 through 14 of Part III of Form
  10-K. This information was previously omitted from the Original Filing in
  reliance on General Instruction G(3) to Form 10-K, which permits the information
  in the above referenced items to be incorporated in the Form 10-K by reference
  from our definitive proxy statement if such statement is filed no later than 120
  days after our fiscal year-end. We are filing this Amendment to include Part III
  information in our Form 10-K because we may not file a definitive proxy
  statement containing such information within 120 days after the end of the
  fiscal year covered by the Original Filing. The reference on the cover of the
  Original Filing to the incorporation by reference to portions of our definitive
  proxy statement into Part III of the Original Filing is hereby deleted.

In
  accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as
  amended (the Exchange Act), Part III, Items 10 through 14 and Part IV, Item 15
  of the Original Filing are hereby amended and restated in their entirety. This
  Amendment No. 1 does not amend, modify, or otherwise update any other
  information in the Original Filing. Accordingly, this Amendment should be read
  in conjunction with the Original Filing. In addition, this Amendment No. 1 does
  not reflect events that may have occurred subsequent to the Original Filing
  Date.

Pursuant
to Rule 12b-15 under the Exchange Act, this Amendment No. 1 also contains new
certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which
are attached hereto. Because no financial statements are included in this
Amendment No. 1 and this Amendment No. 1 does not contain or amend any
disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4,
and 5 of the certifications have been omitted.

Unless
expressly indicated or the context requires otherwise, the terms Naked, our company, the
Company, we, us, and our in this document refer to Naked Brand Group
Inc., a Nevada corporation, and, where appropriate, its wholly owned subsidiary.

Our
fiscal year ends on January 31. References to fiscal 2016 and fiscal 2015
represent the fiscal years ended January 31, 2016 and 2015, respectively.

3

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NAKED BRAND GROUP INC. FORM 10-K/A
TABLE OF CONTENTS

|                                                                                                                    | Page
|------------------------------------------------------------------------------------------------------------------- | ----
|PART III                                                                                                            | 5   
|Item 10. Directors,
      Executive Officers and Corporate Governance                                               | 5   
|Item
      11. Executive Compensation                                                                               | 11  
|Item 12. Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters | 16  
|Item
      13. Certain Relationships and Related Transactions, and Director
      Independence                      | 18  
|Item 14. Principal
      Accountant Fees and Services                                                               | 20  
|PART IV                                                                                                             | 21  
|Item 15. Exhibits,
      Financial Statement Schedules.                                                             | 21  
|Signatures                                                                                                          | 22  

---

4

PART III

**Item
10.**              **Directors, Executive Officers, and Corporate Governance**

Directors and Executive Officers

The
following table provides information regarding our executive officers and
directors as of April 30, 2016:

|Name           |  | Age |  | Position                                                                                   
|-------------- |  | --- |  | -------------------------------------------------------------------------------------------
|Carole Hochman |  | 71  |  | Chief Executive Officer, Chief
      Creative Officer, Director and Chairwoman of the Board
|Joel Primus    |  | 29  |  | President, Secretary and Director                                                          
|Kai-Hsiang Lin |  | 52  |  | Vice President of Finance                                                                  
|David Hochman  |  | 41  |  | Director, Vice Chairman of the Board                                                       
|Andrew Kaplan  |  | 49  |  | Director                                                                                   
|Paul Hayes     |  | 50  |  | Director                                                                                   
|Martha Olson   |  | 60  |  | Director                                                                                   
|Jesse Cole     |  | 43  |  | Director                                                                                   
|Carlos Serra   |  | 47  |  | Vice President of Sales and
    Merchandising                                              

Carole
Hochman has served as our Chief Executive Officer and Chief Creative
Officer and as a member of our board of directors since June 2014. Ms. Hochman
is a renowned designer and sleepwear pioneer. She is considered one of the
single most influential women in the intimate apparel and sleepwear business in
the United States. She has been creating intimate apparel for more than 30 years
and was the driving force behind the Carole Hochman Design Group for which she
served as Chief Creative Officer until her departure in November, 2013 and for
which she was previously CEO from September, 1992 until its acquisition by Komar
in 2010. Under Ms. Hochmans leadership, Carole Hochman Design Group
manufactured Carole Hochman brand of sleepwear, loungewear and daywear and
numerous sleepwear collections including Christian Dior, Oscar de la Renta,
Ralph Lauren, Jockey, Donna Karan, Tommy Bahama and Betsey Johnson. Ms. Hochman
excels in translating brand identity into intimate apparel and has an innate
ability to identify opportunities and trends and forecast successful endeavors
that the rest of the industry quickly follows. She was one of the first
designers to embrace the concept of QVC, recognizing the power of the home
shopper, a customer who has proved loyal to her from the start. Ms. Hochman
graduated from Drexel University.

We
believe Ms. Hochman is qualified to serve on our board of directors because of
her extensive business experience as described above.

Joel
Primus has served as President and as a member of our board of directors
since July 2012. Mr. Primus is the founder of our wholly-owned subsidiary, Naked
Inc. and previously served as the President, CEO, founder and a director of our
subsidiary since its inception in 2010. Mr. Primus also served as our Chief
Executive Officer until Ms. Hochmans appointment to such office in June 2014
and as interim Chief Financial Officer until June 2014. Mr. Primus preceded his
business activities with a successful athletic career. During his amateur
running career, Mr. Primus was selected for three national teams and represented
Canada at the World Youth Championships. Mr. Primus was also an Athlete Liaison
to Canadian Sport Centre Pacific in addition to sitting on the board with
Volunteer Abbotsford. He was awarded a full scholarship to High Point University
in North Carolina where he made the Deans list and won the student athlete
award. When an injury ended Mr. Primus running career, international travel in
Central and South America inspired Mr. Primus to form the Project World Citizen
Society, a non-profit society that aims to assist communities in the developing
world that are struggling with social injustices. The organization currently
works out of Ghana and Mr. Primus sits as the Co-Chair on its board of
directors. Mr. Primus travels in South America inspired him to found Naked. In
promotion of Naked, Mr. Primus has appeared on CBCs Dragons Den three times in
addition to Entertainment Tonight Canada, E Talk Daily Canada, Urban Rush,
Shaws The Express and The Fanny Kiefer Show. During the start-up phase for
Naked, which started in September 2008, Mr. Primus worked as an advertising
consultant for the Black Press Group Ltd. (the Abbotsford News), a Canadian
privately owned publisher of newspapers, from November 2009 to April 2010. From
April 2010 to June 2010, Mr. Primus was employed at Altitude Search Marketing
where he handled business development. From September 2008 to October 2009, Mr.
Primus operated the Sapera magazine.

We
believe Mr. Primus is qualified to serve on our board of directors due to the
perspective and experience he brings as our founder and President.

Kai-Hsiang
Linhas served as the Vice President of Finance since March 2016. Mr.
Lin became an employee of the Company in February 2016. From March 2014 to
February 2016, Mr. Lin was Corporate Controller for HVS Global Hospitality
Services, a leading consulting and services organization focused on the hotel,
mixed-use, share ownership, gaming and leisure industries. From June,
1991 to February, 2014, Mr. Lin was Corporate Controller for The Good Stuff
Company, LLC, a distributor and manufacturer of licensed toys and novelties, and
a nationwide toy crane service operator with more than 200 employees nationwide.
Mr. Lin holds a BBA in Accounting from the Fu-Jen Catholic University in Taipei,
Taiwan, and an MBA in Computer Information Systems from Baruch College, CUNY,
New York.

5

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David
Hochman has served as a member of our board of directors since June
2014. He was appointed Vice Chairman of our company in May 2015. He is currently
Managing Partner of Orchestra Medical Ventures, an investment firm that employs
an innovative strategy to create, build and invest in medical technology
companies intended to generate substantial clinical value and superior investor
returns (Orchestra). Mr. Hochman is the Chairman of Vital Access Corp. and Motus GI Medical
Technologies, and is a board director of Caliber Therapeutics, BackBeat Medical,
Inc., FreeHold Surgical, Maternity Neighborhood, Inc. and Corbus Pharmaceuticals
(NASDAQ: CRBP). Prior to joining Orchestra, Mr. Hochman was Chief Executive
Officer of Spencer Trask Edison Partners, LLC, a principal investment
partnership focused on early stage healthcare companies. He was also Managing
Director of Spencer Trask Ventures, Inc. during which time he was responsible
for directing the firms venture banking group and led financing transactions
for over 20 early-stage companies, securing over $420 million in equity capital.
Mr. Hochman was a board advisor of Health Dialog Services Corporation, a world
leader in collaborative care management that was acquired in 2008 by the British
United Provident Association for $750 million. He was also a co-founder and
director of PROLOR Biotech, Inc., a biopharmaceutical company developing
longer-lasting versions of approved therapeutic proteins, which was purchased by
Opko Health, Inc. (NYSE: OPK) in 2013 for over $600 million. Mr. Hochman also
currently serves as a board member of two non-profit organizations, the Citizens
Committee for New York City and the Mollie Parnis Livingston Foundation. He
graduated with honors from the University of Michigan.

We
believe Mr. Hochman is qualified to serve on our board of directors because of
his 18 years of venture capital, entrepreneurial and investment banking
experience as described above.

Andrew
Kaplan has served as a member of our board of directors since July 2013.
Mr. Kaplan is a Vice President of Barry Kaplan Associates, a 25-year-old
investor relations firm that works with small and medium sized public and
private companies. He has been with the firm since 1995. Prior to this, Mr.
Kaplan had been with major investment firms and a boutique investment bank
specializing in the financing of companies going public through IPOs or reverse
mergers. Mr. Kaplan received his BS/BA in Finance and Insurance from the
University of Hartford in 1989. Mr. Kaplan has been a director of Coral Gold
Resources Ltd. since July 2012.

We
believe Mr. Kaplan is qualified to serve on our board of directors because of
his extensive business experience in the area of finance as described above.

Paul
Hayes has served as a member of our board of directors since February
2015. Mr. Hayes, a certified public accountant, has been the Vice President
Finance for Parfums de Coeur Ltd, a beauty and wellness products concern, since
September 2014. From October 2013 to August 2014, he was an independent
consultant providing advice to a range of companies in the areas of financial
reporting, systems implementation, risk management, and compliance. Through
September 2013 and for more than five years previous he was with The Warnaco
Group, Inc. in several roles of financial leadership. He has extensive global
experience managing and driving growth in a wide range of industries,
particularly in the intimate apparel and sleepwear categories through his tenure
at Calvin Klein. Mr. Hayes  led the
commercial finance and accounting team for the $500 million Calvin Klein brand
business in Europe in his capacity as Chief Financial Officer for the Europe
region of The Warnaco Group. Previously, he held senior positions at Nokia
Corporation and Deloitte & Touche LLP. Mr. Hayes received a BBA from Iona
University and an MBA from New York Universitys Leonard N. Stern School of
Business.

We
believe Mr. Hayes is qualified to serve on our board of directors because of his
extensive business experiences in the apparel merchandising industries, as
described above.

Martha
Olson has served as a member of our board of directors since February
2015. Ms. Olson has a proven track record over her 30-year career of growing
global, iconic brands such as Calvin Klein Underwear and Ralph Lauren Intimates
while delivering superior stockholder returns. As a Warnaco Corporate Officer
from 2004 through 2013 and the Group President of Calvin Klein Underwear Global
and the Heritage Brands (Speedo, Chaps and Core Intimates Divisions) from 2010
through 2013, the businesses she had responsibility for grew to $1.4 billion and
contributed 70% of Warnacos Operating Income. Calvin Klein Underwear revenue
grew at an annualized compound rate of 8%. She has strong global expertise in
general management, operations, commercial execution and marketing across a wide
range of industries. She worked at Sara Lee Corp from 1992 to 2001. Her career
with Sara Lee began as the Vice President of Marketing for the Playtex Intimate
Apparel brand and progressed to several general management positions, both in Canada as President of
Isotoner; President of Sara Lee Hosiery and in the U.S. as President of
Specialty Intimates and President of Ralph Lauren Intimates. Ms. Olson began her
career in Brand Management; leading growth, category expansion and turnaround
for several iconic brands at General Mills (Cheerios, Betty Crocker, Bisquick)
and Nestle (Toll House). She served as a Division Manager of Edison Schools,
Inc. and worked for it from 2002 to 2004. She held several leadership positions
within Branded Apparel (now Hanes Brands Inc.). She holds a BA degree from
Lawrence University and an MBA from Northwestern Universitys Kellogg School of
Management.

6

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We
believe Ms. Olson is qualified to serve on our board of directors because of her
extensive business experiences in the apparel merchandising industries, as
described above.

Jesse
Cole has served as a member of our board of directors since August 2015.
Mr. Cole is an accomplished financier and is President and Chief Executive
Officer of Design & Industry, a boutique talent agency focusing on staffing,
licensing and media for fashion brands and celebrities. Mr. Cole was CEO of
Haute Hippie, a popular womens contemporary apparel brand, until its
acquisition by Hilco in September 2015. Prior to joining Haute Hippie as CEO in
2012, Mr. Cole was founder and Chief Operator of Schonfeld IBS, a financial
services company, from 2005 to 2009. Schonfeld IBS grew into a multi-million
dollar business. Mr. Cole then joined Merlin Institutional from 2009 to
September 2012, where he developed the institutional research sales and trading
division as a senior partner. Mr. Cole also serves as a member of the board of
directors for Goodlife Clothing, Inc. and for the Ronald McDonald House. Mr.
Cole received a BS degree in Sociology from Cornell University and received an
MS in business from Columbia University.

We
believe Mr. Cole is qualified to serve on our board of directors because of his
extensive business experiences in the apparel merchandising industries, as
described above.

Executive Officers

Our
executive officers are designated by, and serve at the discretion of, our board
of directors. Other than Carole Hochman and her son, David Hochman, there are no
family relationships among any of our directors or executive officers.

Nomination of Directors

We
do not have a standing nominating committee nor has our board of directors
adopted a formal written charter relating to the director nomination process.
However, our board of directors has adopted certain procedures related to
director nominations whereby all discussions regarding director nominations are
first discussed among all of the members of our board of directors and then,
following such discussion, the members of our board of directors that are
independent under NASDAQ rules vote separately as to whether any such candidates
for nomination will be nominated to our board of directors. Our board of
directors has not established minimum qualifications and standards for director
nominees.

Our
board of directors will consider candidates for nomination to the board that are
put forward by holders of our voting securities on a timely basis, which
nominees we will bring to the attention of our board of directors within a
reasonable time after we receive notice of such proposed nominee(s). Any such
security holder nominees will be put through the same process for consideration
by our board of directors as all other nominees for the board.

Stockholders
may recommend individuals to our board of directors for consideration as
potential director candidates by submitting the names of the recommended
individuals, together with appropriate biographical information and background
materials, to the board of directors, c/o Secretary, 95 Madison Avenue,
10th Floor, New York, New York 10016.

Board Leadership Structure and Risk Oversight

The
positions of our chairperson of the board of directors and principal executive
officer are served by Carole Hochman. Our board of directors has no formal
policy on whether the role of the chairperson of the board of directors and
principal executive officer should be held by separate persons. We believe it is
important to maintain flexibility to have either combined offices or a separate
chairperson and principal executive officer structure as circumstances dictate
and to make that determination based on the strategic and operational position
and direction of the company and the character of the membership of our board of
directors.

7

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Our
board of directors believes that our current management structure, in which Ms.
Hochman serves in a combined chairperson and principal executive officer role,
is appropriate for us at this time. Ms. Hochman possesses an understanding of
the operational issues, opportunities, risks and challenges facing the Company
and its business on a day-to-day and long-term basis. Given Ms. Hochmans
particular skills and knowledge, as well as our size and stage of development,
we believe Ms. Hochman is best positioned to identify key risks and developments
facing the Company to be brought to our boards attention and to lead discussion
and execution of strategy. We have not designated an independent lead director.

Both
the full board of directors and its committees oversee the various risks faced
by the Company. Management is responsible for the day-to-day management of the
Companys risks and provides periodic reports to the board of directors and its
committees relating to those risks and risk-mitigation efforts. Our board of
directors oversight of risk is conducted primarily through the standing
committees of the board of directors, the members of which are all independent
directors, with the Audit Committee taking a lead role on oversight of financial
risks and in interfacing with management on significant risks or exposures and
assessing the steps management has taken to minimize such risks. The Audit
Committee also is charged with, among other tasks, oversight of management on
the Companys guidelines and policies to govern the process by which the
Companys exposure to risk is handled. Members of the Companys management,
including our principal financial officer, periodically report to the Audit
Committee regarding risks overseen by the Audit Committee, including quarterly
with respect to the Companys internal control over financial reporting. The
Compensation Committee, in consultation with management, has reviewed the design
and operation of the Companys compensation arrangements and evaluated the
relationship between the Companys risk management policies and practices and
these arrangements. As a result of this review, the Compensation Committee has
determined that the Companys compensation policies and practices are not
reasonably likely to have a material adverse effect on the Company. Our board of
directors does not believe that its role in the oversight of our risks affects
the boards leadership structure.

8

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Committees of the Board of Directors

Our board of directors has established two standing committees: the Audit
Committee and the Compensation Committee.

Audit
      Committee
    
    Compensation CommitteeMr. Hayes(C)(FE)*
    
    Ms. Olson(C)*Mr. Kaplan*
    
    Mr. Kaplan*Mr. Cole *
    
    Mr. Hayes*


| | (C)  | Chair of the committee.                                                                       
| | ---- | ----------------------------------------------------------------------------------------------
| | (FE) | Qualifies as a financial expert.                                                              
| | *    | Independent director under the
      applicable listing standards of NASDAQ and the SEC rules.

Audit Committee

Our
board of directors has determined that Mr. Hayes qualifies as an Audit Committee
financial expert within the meaning of SEC regulations based on his formal
education and the nature and scope of his previous experience. Our board of
directors has determined that all current Audit Committee members meet the
heightened independence criteria of Rule 10A-3 of the Exchange Act applicable to
Audit Committee members. Our Audit Committee oversees and reports to our board
of directors on various auditing and accounting-related matters, including,
among other things, the maintenance of the integrity of our financial
statements, reporting process and internal controls; the selection, evaluation,
compensation and retention of our independent registered public accounting firm;
legal and regulatory compliance, including our disclosure controls and
procedures; and oversight over our risk management policies and procedures.

The
Audit Committee operates under a charter that was adopted by our board of
directors. A copy of the Audit Committee charter is available at
http://ir.nakedbrands.com/governance-docs.

During
fiscal 2016, the Audit Committee met in person or by telephone, or acted by
unanimous written consent, four times.

Compensation Committee

All
of the members of the Compensation Committee are independent directors,
including after giving consideration to the factors specified in the NASDAQ
listing rules for Compensation Committee independence. Our Compensation
Committee assists our board of directors in the discharge of its
responsibilities relating to the compensation of our executive officers. Our
Compensation Committee assists our board of directors in discharging its
responsibilities relating to compensation of our directors and executive
officers. Its responsibilities include, among other things, reviewing, approving
and recommending compensation programs and arrangements applicable to our
officers; determining the objectives of our executive officer compensation
programs; overseeing the evaluation of our senior executives; administering our
incentive compensation plans and equity-based plans, including reviewing and
granting equity awards to our executive officers; and reviewing and approving
director compensation and benefits. The Compensation Committee can delegate to
other members of our board of directors, or an officer or officers of the
Company, the authority to review and grant stock-based compensation for
employees who are not executive officers.

The
Compensation Committee has the responsibilities and authority designated by
NASDAQ rules. Specifically, the Compensation Committee has the sole discretion
to select and receive advice from a compensation consultant, legal counsel or
other adviser and is directly responsible for oversight of their work. The
Compensation Committee is also and must determine reasonable compensation to be
paid to such advisors by us.

Prior
to the formation of our Compensation Committee, our board of directors performed
the functions that would have been handled by the Compensation Committee.

The
Compensation Committee operates under a charter that was adopted by our board of
directors. A copy of the Compensation Committee charter is available at
http://ir.nakedbrands.com/governance-docs.

During
fiscal 2016, the Compensation Committee met in person or by telephone, or acted
by unanimous written consent, five times.

9

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Section 16(a) Beneficial Ownership Reporting Compliance

Section
  16(a) of the Exchange Act and the rules of the SEC require our directors,
  executive officers and persons who own more than 10% of our common stock to file
  reports of their ownership and changes in ownership of our common stock with the
  SEC. Based solely on our review of the reports filed during fiscal 2016 and
  questionnaires from our directors and executive officers, we determined that no
  director, executive officer, or beneficial owner of more than 10% of our common
  stock failed to file a report on a timely basis during fiscal 2016, except for
  the following:

|Name           |  | Number of Late Reports |  | Number and Description of
      Transactions Not Reported on a Timely Basis                                                                                                                                                                                                                     
|-------------- |  | ---------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Carole Hochman |  | 1                      |  | Ms. Hochman acquired 7,057 shares of common stock as
      payment for interest under a convertible debenture on December 10, 2015
      but did not file a Form 4 until December 16, 2015.                                                                                                     
|David Hochman  |  | 1                      |  | Mr. Hochman acquired 1,358 shares of common stock as
      payment for interest under a convertible debenture on December 10, 2015
      but did not file a Form 4 until December 15, 2015.                                                                                                     
|Andrew Kaplan  |  | 1                      |  | Mr. Kaplan acquired 1,123 shares of common stock as
      payment for interest under a convertible debenture on December 10, 2015
      but did not file a Form 4 until December 15, 2015.                                                                                                      
|Jesse Cole     |  | 2                      |  | Mr. Cole became a director of the Company on August 18,
      2015 but did not file the initial Form 3 until September 4, 2015. Mr. Cole
      also received stock options to purchase 37,500 shares of common stock on
      August 18, 2015 but did not file a Form 4 until September 4, 2015.

**Code of Ethics and Business Conduct**

We
have adopted a Code of Ethics and Business Conduct that applies to members of
our board of directors, our executive officers, employees, contractors,
consultants and others working on our behalf. The Code of Ethics and Business
Conduct is available on our website at
http://ir.nakedbrands.com/governance-docs. We intend to satisfy the
disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or
waiver from, a provision of our Code of Ethics and Business Conduct by posting
such information on our website at the address specified above.

10

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**Item
11.**             
**Executive Compensation**

Named Executive Officers

Our
named executive officers for fiscal 2016 set forth in this Amendment No. 1 (the Named
Executive Officers) are:

- Carole Hochman, Chief Executive Officer and Chief Creative Officer;
- Joel Primus, President, Secretary and Treasurer;
- Michael Flanagan, Former Chief Financial Officer and Former Chief Operating
  Officer; and
- Carlos Serra, Vice President of Sales and Merchandising.

**Summary Compensation Table**

The
following table summarizes the compensation of our Named Executive Officers
during fiscal 2016 and fiscal 2015.

Name
      and Principal Position
    **Year**
    Salary
      ($)(2)
    Bonus
      ($)
    Stock
      Awards ($)
    Option
      Awards($)(1)
    Non-Equity
      Incentive Plan**Compensation** ($)
    Nonqualified
      Deferred **Compensation** Earnings
      ($)
    All Other
      Compensation ($)
    Total
      ($)Carole Hochman(3)CEO, CCO and Director
    2016 
      2015
    261,562 
      10,400
    - 
      -
    - 
      -
    - 
      12,263,000
    - 
      -
    - 
      -
    18,796 
      -
    280,358 
      12,273,400Joel Primus (2),(4)President,
      Secretary, Treasurer and Director and former CEO
    2016 
      2015
    164,000 
      135,734
    - 
      -
    - 
      -
    1,257,700 
      -
    - 
      -
    - 
      -
    - 
      -
    1,421,700 
    135,734Michael
      Flanagan(5)Former CFO and Former COO
    2016 
      2015
    200,000 
      128,846
    - 
      -
    - 
      -
    - 
      612,800
    - 
      -
    - 
      -
    - 
      -
    200,000 
      741,646Carlos Serra(6)VP Sales &
      Merchandising
    2016 
      2015
    175,000 
      106,060
    25,000 
      -
    - 
      -
    - 
      809,800
    - 
      -
    - 
      -
    - 
      -
    200,000 
      915,860


|(1) | For a description of the methodology and assumptions used
      in valuing the option awards granted to our Named Executive Officers
      during the fiscal years 2016 and 2015, please review Notes 3 and 11 to the
      consolidated financial statements included in the Original Filing. Option
      awards shown here represent the aggregate grant date fair value of all
      options granted.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Compensation paid in Canadian dollars during fiscal 2015
      is stated in United States dollars based on an exchange rate of 0.91 US
      dollars for each Canadian dollar.                                                                                                                                                                                                                           
|(3) | We appointed Ms. Hochman as our Chief Executive Officer
      and Chief Creative Officer, and to serve as a director of our company in
      June 2014.                                                                                                                                                                                                                                                  
|(4) | Mr. Primus resigned as Chief Executive Officer in June 2014 in connection
      with the appointment of Carole Hochman as Chief Executive Officer. Mr. Primus remained in his
      capacity as President, Secretary, Treasurer and as a director of our
  company.                                                                                                                                      
|(5) | We appointed Mr. Flanagan as our Chief Financial Officer
      and Chief Operating Officer in June 2014. Mr. Flanagan retired effective
      March 17, 2016 and, at such time, ceased services in such capacities.                                                                                                                                                                                      
|(6) | We appointed Mr. Serra as our Vice President Sales and
      Merchandising in June 2014.                                                                                                                                                                                                                                                                                                                 

11

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Employment Arrangements

Carole Hochman

In
connection with the appointment of Carole Hochman, we entered into an employment
agreement for a term of three years whereby (a) we will pay Ms. Hochman a base
salary of $400,000 per year, provided Ms. Hochman waived the first twelve months
of the base salary and received only minimum wage for that period; (b) Ms.
Hochman received a sign-on stock option grant to purchase 1,428,750 shares of
our common stock, equal to 20% of our issued shares of common stock on a
fully-diluted basis following the final closing of the private placement in July
2014, with each option exercisable at $5.12 per share and vesting in equal
monthly installments over a period of three years from the date of grant; (c)
Ms. Hochman will be eligible to receive an annual cash bonus for each whole or
partial year during the employment term payable based on the achievement of one
or more performance goals established annually by our board of directors; (d)
Ms. Hochman will be entitled to participate in our companys employee benefit
plans; and (e) Ms. Hochman will be entitled to an annual expense allowance.

Ms.
Hochmans employment agreement further provides that if Ms. Hochmans employment
is terminated for any reason she will be entitled to all earned but unpaid base
salary and bonus, accrued vacation, vested benefits or compensation,
indemnification rights she would otherwise be entitled to and any incurred but
unreimbursed expenses. In addition, if Ms. Hochmans employment is terminated by
our company without cause, or by Ms. Hochman for good reason (each as defined in
Ms. Hochmans employment agreement), she will also be entitled to (a) a pro-rata
portion of her target bonus for the year in which the termination of employment
occurs and (b) continued payments of base salary paid in cash in equal monthly
installments for a period of 12 months following the termination date. In the
event that Ms. Hochmans employment is terminated due to death or disability,
she will be entitled to receive benefits in accordance with our companys then
established plans, programs and practices and her outstanding equity awards will
be treated in accordance with their terms.

On
June 10, 2015, Ms. Hochman became eligible to receive her full base salary
pursuant to the terms of her employment agreement, however, such base salary has
not yet been paid. We have been accruing such base salary compensation payable,
and Ms. Hochman has agreed to allow the Company to defer payment of such amounts
provided such amounts accrue interest at a rate of 3% per annum. We are
currently negotiating settlement of this base salary payable with Ms.
Hochman.

Joel Primus

Mr.
Primus received compensation of $62,660 (CDN$65,000) for the fiscal year ended
January 31, 2014 and until April, 2014; $91,000 (CDN$100,000) per year from
April, 2014 until his resignation as CEO of our company in June, 2014. We agreed
to reimburse Mr. Primus for expenses he incurred in connection with his
employment, including for fashion industry related expenses. Mr. Primus was also
entitled to remuneration by equity awards, including stock option grants and was
eligible for a bonus annually based on criteria set out in the employment
agreement. Upon his resignation as CEO of our company, his former employment
agreement ceased to be effective, but remained as our President, with a salary
of $164,000 per year.

On
August 18, 2015, we entered into an employment agreement with Mr. Primus
pursuant to which he will continue to serve as our President. The employment
agreement provides for an initial term of one year, which may be extended for
additional one-year periods upon the expiration of the then-current term with
the mutual agreement in writing of us and Mr. Primus. As compensation for his
services, the employment agreement provides that we shall pay Mr. Primus a base
salary of $164,000 per year. In addition, Mr. Primus will be eligible to receive
an annual cash bonus for each whole or partial year during the term of his
employment, payable based on the achievement of one or more performance goals
established annually by our board of directors in consultation with Mr. Primus
or as otherwise determined by our board of directors in its discretion. The
annual bonus, if any, shall be paid in a lump sum cash payment as soon as
reasonably practicable following the end of the calendar year to which the bonus
relates, but no later than March 15 of the following year. Mr. Primus was also
granted stock options to purchase 299,899 shares of our common stock, with each
option exercisable at $4.40 per share and vesting as to 25% immediately on the
date of grant and the remaining 75% in equal monthly installments over a period
of three years from the date of grant. The options were granted on August 18,
2015. Mr. Primus will also be entitled to receive full family health, dental,
vision, major medical and disability insurance coverage through a provider of
his choosing, without deductible and such other benefits in such amounts as
determined by our board of directors from time to time.

The
employment agreement provides that if Mr. Primuss employment is terminated for
any reason he will be entitled to all earned but unpaid base salary and bonus,
accrued vacation, vested benefits or compensation, indemnification rights he
would otherwise be entitled to, and any incurred but unreimbursed expenses. In
addition, the employment agreement provides that we shall pay for all
costs associated with his relocation back to Vancouver, British Columbia in the
event he is terminated.

12

---

The
employment agreement provides that we may terminate Mr. Primuss employment at
any time for cause (as set forth in the employment agreement) or in the event of
our liquidation, dissolution or discontinuance of business or the filing of any
petition by or against us under any federal or state bankruptcy or insolvency
laws. In the event of such termination, the employment agreement provides that
all of our obligations thereunder shall immediately terminate, except for its
obligations with respect to the payment of accrued salary and benefits through
the date of termination.

In addition, the employment agreement provides that if Mr. Primuss employment
is terminated by us without cause, or by Mr. Primus for good reason (as set
forth in the employment agreement), or upon the permanent disability of Mr.
Primus (as set forth in the employment agreement), Mr. Primus will be entitled
to receive, in addition to accrued salary and benefits through the date of such
termination, severance equal to one year of Mr. Primuss then-current annual
salary to be paid in twelve (12) equal monthly payments and reimbursement for
health insurance costs for twelve (12) months from the date of such termination.
Furthermore, under the terms of the employment agreement, any and all of Mr.
Primuss unvested equity shall immediately vest, without restriction, upon such
termination. As a condition to receiving the foregoing severance, the employment
agreement requires that Mr. Primus execute a general release of any claims
against us and our affiliates, in a form and substance satisfactory to us, and a
non-competition and non-solicitation agreement having a term of twelve (12)
months and having such other terms and conditions substantially similar to those
contained in the non-competition and non-solicitation provisions contained in
the employment agreement.

Michael Flanagan

We
appointed Mr. Flanagan as our Chief Financial Officer and Chief Operating
Officer in June 2014. In connection with the appointment of Mr. Flanagan, we
entered into an offer letter pursuant to which (a) we paid Mr. Flanagan a base
salary of $200,000 per year; (b) Mr. Flanagan received a sign-on stock option
grant to purchase 70,000 shares of our common stock, with each option
exercisable at $5.12 per share and vesting annually over a period of four years
from the date of grant; and (c) Mr. Flanagan was entitled to participate in our
companys employee benefit plans. Effective March 17, 2016, Mr. Flanagan retired
and as such, his employment agreement was terminated. In connection with his
retirement, the Company entered into a separation agreement pursuant to which
Mr. Flanagan will receive (i) a severance payment equal to one hundred thousand
dollars ($100,000), which is the equivalent of six (6) months of severance pay,
payable in equal monthly installments and (ii) a payment equal to accrued and
unused vacation time through the date of his retirement. Additionally, his
unvested options were immediately forfeited on the date of his retirement and
any vested options were exercisable until ninety (90) days after the date of his
retirement, at which time the vested options will also expire.

Carlos Serra

We
appointed Mr. Serra as our Vice President Sales and Merchandising in June 2014.
In connection with the appointment of Mr. Serra, we entered into an offer letter
pursuant to which pursuant to which (a) we will pay Mr. Serra a base salary of
$175,000, which shall increase to $200,000 after one year of employment; (b) Mr.
Serra is entitled to receive an annual bonus based on mutually agreeable net
sales targets, with low, moderate and high thresholds with the bonus
amount equal to 15% of base salary with respect to the low threshold, 25% of
base salary with respect to the moderate threshold and 35% of base salary with
respect to the high threshold; (c) Mr. Serra was entitled to receive a sign-on
stock option grant to purchase 92,500 shares of our common stock, exercisable at
$5.12 per share, with 46,250 of such shares underlying the option vesting
annually over a period of three years from the date of grant and 46,250 of such
shares underlying the option vesting based upon the achievement of certain
milestones, provided, that, notwithstanding the foregoing, Mr. Serra
subsequently agreed that all 92,500 options would vest annually over a four year
period; and (c) Mr. Serra will be entitled to participate in our companys
employee benefit plans. In addition, Mr. Serra is entitled to severance pay
equal to four months base salary and will increase to six months salary on the
two year anniversary of his employment. Mr. Serra is employed on an at-will
basis.

Kai-Hsiang Lin

In
connection with the retirement of Mr. Flanagan, we appointed Mr. Lin as our Vice
President of Finance, effective March 22, 2016. We have agreed to pay Mr. Lin a
base salary of $140,000 per year. Mr. Lin will also be entitled to participate
in our employee benefit plans.

13

---

Outstanding Equity Awards at Fiscal Year-End

The
  following table sets forth for each Named Executive Officer certain information
  concerning the outstanding equity awards as of January 31, 2016:

Option awards
    Stock awardsName and Principal
      Position
    Number of
      Securities Underlying UnexercisedOptions Exercisable
    Number of
      Securities Underlying**Unexercised**Options **Unexercisable**
    Equity Incentive
      Plan Awards: **Number of****Securities**Underlying**Unexercised** Unearned
      Options
    **Option**
      **Exercise****Price**
    Option
      **Expiration** Date
    Numberof Sharesor Unitsof Stockthat HaveNot Vested
    Market **Value
      of****Shares or****Units of****Stock that****Have Not**Vested
    EquityIncentive
      Plan **Awards:****Number
      of** **Unearned****Shares,****Units or**Other Rights thatHave NotVested
    Equity **Incentive**
      Plan Awards: **Market or**
      Payout **Value of**
      **Unearned** **Shares,** Units
      or **Other** **Rights that**
      Have Not VestedCarole Hochman CEO, CCO and Director
    793,750(1)
    635,000(1)
    -
    $5.12
    6/6/2024
    -
    -
    -
    -Joel Primus President, Secretary, Treasurer and
      Director, former CEO
    106,214(2)7,500
    193,685(2)-
    - -
    $4.40 $10.00
    8/18/2025 7/30/2022
    - -
    - -
    - -
    - -Michael Flanagan CFO, COO
    17,500
    52,500(3)
    -
    $5.12
    6/6/2024
    -
    -
    -
    -Carlos Serra VP Sales & Merchandising
    23,125
    69,375(3)
    -
    $5.12
    6/6/2024
    -
    -
    -
    -


|(1) | Of the total, 750,347 options exercisable and 600,278
      options unexercisable are held through Carole S. Hochman Trust, of which
      Caroles son, David Hochman are trustees. These options vest monthly over
      a term of 36 months, commencing on June 10, 2014.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The options vest as to 25% immediately upon grant and the
      remaining 75% in equal monthly instalments over a term of three years from
      August 18, 2015.                                                                                                           
|(3) | The options vest annually over a term of four years
      commencing on June 10, 2014.                                                                                                                                                                                      

**Retirement or Similar Benefit Plans**

We
do not currently have any plans in place that provide for the payment of
retirement benefits, or benefits that will be paid primarily following
retirement, including but not limited to tax-qualified defined benefit plans,
supplemental executive retirement plans, tax-qualified defined contribution
plans and nonqualified defined contribution plans.

Resignation, Retirement, Other Termination, or Change in
Control Agreements

For
a description of the material terms of each contract, agreement, plan or
arrangement, whether written or unwritten, that provides for payment(s) to a
named executive officer at, following, or in connection with the resignation,
retirement or other termination of a named executive officer, or a change in
control of the company or a change in the named executive officers
responsibilities following a change in control, see above under the heading
Employment Arrangements.

Fiscal 2016 Director Compensation

The following table presents the total
compensation for each person who served as a member of our board of directors
during fiscal 2016. Other than as set forth in the table and described more
fully below, in fiscal 2016 we did not pay any fees to, make any equity awards
to, or pay any other compensation to the members of our board of directors who
served as members during fiscal 2016. Ms. Hochman and Mr. Primus do not receive
compensation for their service as directors. Total compensation for Ms. Hochman
and Mr. Primus for services as employees is presented in Executive
CompensationSummary Compensation Table above.

14

---

Name
    Fees Earned or Paid
      in Cash ($)
    Stock Awards
      ($)
    Option Awards
      ($)(1)
    Non-equity Incentive PlanCompensation ($)
    Nonqualified Deferred
      **Compensation** Earnings ($)
    All Other
      Compensation ($)
    Total ($)David Hochman
    -
    -
    -
    -
    -
    3,617
    3,617Andrew Kaplan
    8,250
    -
    -
    -
    -
    3,100
    11,350Paul Hayes
    -
    -
    165,600
    -
    -
    -
    165,600Martha Olson
    -
    -
    148,600
    -
    -
    -
    148,600Jesse Cole
    -
    -
    157,300
    -
    -
    -
    157,300


|(1) | For a description of the methodology and assumptions used
      in valuing the option awards granted to our named executive officers and
      directors during fiscal 2016 and fiscal 2015, please review Notes 3 and 11
      to the consolidated financial statements included in the Original Filing.
      Option awards shown here represent the aggregate grant date fair value of
      all options granted.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

15

---

Item
12.              
**Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters**

Security Ownership of Certain Beneficial Owners and
Management

The
following table sets forth, as of April 30, 2016, certain information with
respect to the beneficial ownership of our common stock by each stockholder
known by us to be the beneficial owner of more than 5% of our common stock, and
by each of our current directors, the Named Executive Officers and all of our directors and executive officers as a group. Each person has sole voting and
investment power with respect to the shares of common stock, except as otherwise
indicated. Beneficial ownership consists of a direct interest in the shares of
common stock, except as otherwise indicated.

Except
as otherwise noted, the address of each person or entity in the following table
is c/o Naked Brand Group Inc., 10th Floor - 95 Madison Avenue, New York, New
York 10016.

|                                                                          | Shares of Common Stock Beneficially Owned(1)
|------------------------------------------------------------------------- | --------------------------------------------
|Name and Address of Beneficial Owner                                      | Number                                      
|Carole Hochman                                                            | 723,262(3)                                  
|Joel Primus                                                               | 266,446(4)                                  
|Andrew Kaplan                                                             | 95,951(5)                                   
|Jesse Cole                                                                | -(6)                                        
|Michael Flanagan                                                          | 17,500(7)                                   
|Carlos Serra                                                              | 46,250(8)                                   
|David Hochman                                                             | 1,098,725(9)                                
|Paul Hayes                                                                | 15,500(10)                                  
|Martha Olson                                                              | 12,500(11)                                  
|Directors and Officers as a group (10
      individuals)                  | 2,276,134(12)                               
|                                                                          |                                             
|Beneficial Owners of more than 5% of our
      Common Stock:              |                                             
|Bard Associates, Inc. 135
      S. LaSalle St #3700 Chicago, IL 60603 USA | 614,574(13)                                 
|                                                                          |                                             
|Carole S. Hochman Trust                                                   | 937,934(14)                                 

|(1) | Except as otherwise indicated, we believe that the
      beneficial owners of the common stock listed above, based on information
      furnished by such owners, have sole investment and voting power with
      respect to such shares, subject to community property laws where
      applicable. Beneficial ownership is determined in accordance with the
      rules of the SEC and generally includes voting or investment power with
      respect to securities. Shares of common stock subject to options or
      warrants currently exercisable, or exercisable within 60 days, are deemed
      outstanding for purposes of computing the percentage ownership of the
      person holding such option or warrants, but are not deemed outstanding for
      purposes of computing the percentage ownership of any other
  person.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Based on 6,069,982 shares of our common stock issued and
      outstanding as of April 30, 2016.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(3) | Includes 669,009 shares of our common stock currently
      issued and outstanding, 54,253 options to acquire shares of our common
      stock at a price of $5.12 per share, which are exercisable within 60 days.
      Excludes rights to acquire 23,872 shares of our common stock at a price of
      $5.12 per share which are not currently exercisable within 60
  days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(4) | Includes 121,492 shares of our common stock currently
      issued and outstanding, 7,500 options to acquire shares of our common
      stock at a price of $10.00 per share, which are currently exercisable and
      137,454 options to acquire shares of our common stock at a price of $4.40
      which are exercisable within 60 days. Excludes options to acquire 162,445
      shares of our common stock at a price of $4.40 per share which are not
      currently exercisable within 60 days.                                                                                                                                                                                                                                                                                                                                      
|(5) | Includes 71,951 shares of our common stock currently
      issued and outstanding and options to acquire 24,000 shares of our common
      stock at a price of $5.12 per share, which are currently exercisable.
      Excludes options to acquire 12,000 shares of our common stock at a price
      of $5.12 per share which are not currently exercisable within 60
    days                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(6) | Excludes options to acquire 37,500 shares of our common
      stock at a price of $4.40 per share which are not currently exercisable
      within 60 days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(7) | Includes options to acquire 17,500 shares of our common
      stock at a price of $5.12 per share, which are currently
    exercisable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(8) | Includes options to acquire 46,250 shares of our common
      stock at a price of $5.12 per share, which are currently exercisable.
      Excludes options to acquire 46,250 shares of our common stock at a price
      of $5.12 per share which are not currently exercisable within 60
    days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

16

---

|(9)  | Includes 102,791 shares of our common stock currently
      issued and outstanding, options to acquire 48,000 shares of our common
      stock at a price of $5.12 per share, which are currently exercisable,
      options to acquire 10,000 shares of our common stock at a price of $2.50
      per share, which are currently exercisable, and options to acquire 937,934
      shares of our common stock at a price of $5.12 per share, which are
      exercisable within 60 days by Carole S. Hochman Trust, over which Mr.
      Hochman exercises control. Excludes options to acquire 24,000 shares of
      our common stock at a price of $5.12 per share which are not currently
      exercisable within 60 days and options to acquire 412,691 shares of our
      common stock at a price of $5.12 per share, which are not currently
      exercisable within 60 days by Carole S. Hochman Trust.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Includes 3,000 shares of our common stock currently
      issued and outstanding and options to acquire 12,500 shares of our common
      stock at a price of $4.48 per share which are currently exercisable within
      60 days. Excludes options to acquire 25,000 shares of our common stock at
      a price of $4.48 per share which are not currently exercisable within 60
      days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(11) | Includes options to acquire 12,500 shares of our common
      stock at a price of $4.48 per share which are currently exercisable within
      60 days. Excludes options to acquire 25,000 shares of our common stock at
      a price of $4.48 per share which are not currently exercisable within 60
      days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(12) | Includes an aggregate of 968,243 shares of our common
      stock currently issued and outstanding and options to acquire 1,307,891
      shares of our common stock, which are currently exercisable within 60
      days. Excludes options to acquire 821,858 shares of our common stock,
      which are not currently exercisable within 60 days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(13) | Based on information reported by Bard Associates, Inc. on
      Schedule 13G filed with the SEC on January 12, 2016. Of the shares of our
      common stock beneficially owned, Bard Associates , Inc. reported that it
      has sole power to vote or direct the vote of 51,035 shares and sole power
      to dispose or to direct the disposition of 614,574 shares. Amount includes
      warrants to acquire 166,681 shares of our common stock at a price of $6.00
      per share, which are currently exercisable for which Bard Associates,
      Inc.                                                                                                                                                                                                                                                                                                                                                   
|(14) | Includes options to acquire 937,934 shares of our common
      stock at a price of $5.12 per share, which are exercisable within 60 days
      by Carole S. Hochman Trust, over which Mr. David Hochman exercises
      control. Excludes options to acquire 412,691 shares of our common stock at
      a price of $5.12 per share, which are not currently exercisable within 60
      days by the Carole S. Hochman Trust.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

Securities Authorized for Issuance Under Equity Compensation
Plans

The
following table summarizes compensation plans under which our equity securities
are authorized for issuance as of January 31, 2016.

|Plan Category                                                       | (a) Number ofSecurities to beIssuedUpon Exercise ofOutstandingOptions, Warrantsand Rights | (b) Weighted-averageExercise Price OfOutstanding Options,Warrants andRights($) | (c) Number of SecuritiesRemaining Available forFuture Issuance UnderEquity CompensationPlans (ExcludingSecurities Reflected inColumn (a))
|------------------------------------------------------------------- | ----------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by
      security holders (1)    | 2,142,899                                                                                 | $4.07                                                                          | 607,101                                                                                                                                  
|Equity compensation plans not approved by security
      holders(2) | 48,375                                                                                    | $10.00                                                                         | -                                                                                                                                        

|(1) | Reflects our 2014 Long-Term Incentive Plan.
|--- | -------------------------------------------
|(2) | Reflects our 2012 Stock Option
Plan.       

17

---

**Item
13.**             
**Certain Relationship and Related Transactions, and Director
Independence**

Other
than as set forth below, since February 1, 2014, there has been no transaction,
or currently proposed transaction, in which our company was or is to be a
participant and the amount involved exceeds the lesser of $120,000 or one
percent of the average of our total assets at year end for the last two
completed fiscal years and in which any of the following persons had or will
have a direct or indirect material interest:

- any of our directors or officers;
- any person who beneficially owns, directly or indirectly, shares carrying
  more than 5% of the voting rights attached to our outstanding shares of common
  stock;
- any person who acquired control of our company when it was a shell company
  or any person that is part of a group, consisting of two or more persons that
  agreed to act together for the purpose of acquiring, holding, voting or
  disposing of our common stock, that acquired control of Naked Brand Group Inc.
  when it was a shell company; and
- any member of the immediate family (including spouse, parents, children,
  siblings and in-laws) of any of the foregoing persons.

On
June 10, 2014, Carole Hochman, our Chief Executive Officer, Chief Creative
Officer and a director of our company, (1) purchased 17 units of our securities
at a price of $25,000 per unit and (2) exchanged a 6% senior secured convertible
notes in the principal amount of $252,630, being the principal and accrued
interest due under such note, for the issuance of 11.2 units of our securities
at a price of $25,000 per unit at an exchange rate equal to 90% of the purchase
price paid in the private placement offering. Each unit consisted of (i) a 6%
convertible senior secured debenture in the principal amount of $25,000 and (ii)
warrants to purchase 4,167 of our common shares at an exercise price of $6.00
per share, subject to certain adjustment as set out in the warrant agreement.

On
June 10, 2014, David Hochman, a director of our company, (1) purchased 2 units
of our securities at a price of $25,000 per unit and (2) exchanged a 6% senior
secured convertible notes in the principal amount of $77,219, being the
principal and accrued interest due under such note, for the issuance of 5.4
units of our securities at a price of $25,000 per unit at an exchange rate equal
to 90% of the purchase price paid in the private placement offering. Each unit
consisted of (i) a 6% convertible senior secured debenture in the principal
amount of $25,000 and (ii) warrants to purchase 4,167 of our common shares at an
exercise price of $6.00 per share, subject to certain adjustment as set out in
the warrant agreement.

On
June 10, 2014, Andrew Kaplan, a director of our company exchanged a 6% senior
secured convertible notes in the principal amount of $101,052, being the
principal and accrued interest due under such note, for the issuance of 4.49
units of our securities at a price of $25,000 per unit at an exchange rate equal
to 90% of the purchase price paid in the private placement offering. Each unit
consisted of (i) a 6% convertible senior secured debenture in the principal
amount of $25,000 and (ii) warrants to purchase 4,167 of our common shares at an
exercise price of $6.00 per share, subject to certain adjustment as set out in
the warrant agreement.

On
July 8, 2014, Chris Heyn, a former director of our company, purchased 1 unit of
our securities at a price of $25,000 per unit. Each unit consisted of (i) a 6%
convertible senior secured debenture in the principal amount of $25,000 and (ii)
warrants to purchase 4,167 of our common shares at an exercise price of $6.00
per share, subject to certain adjustment as set out in the warrant agreement.

On
June 11, 2015, Carole Hochman entered into a guaranty in favor of Capital
Business Credit LLC, the lender under our factoring agreement, pursuant to which
Ms. Hochman guaranteed repayment of our indebtedness and performance of our
obligations under the factoring agreement. Pursuant to the factoring agreement,
we may borrow the lesser of (i) $750,000 or (ii) the sum of up to 80% of trade
receivables, 60% of finished goods inventory and 100% of any accepted side
collateral. Ms. Hochman also provided side collateral of $500,000 to support a
portion of the borrowings. At January 31, 2016, an amount of $527,711 was owing
under the terms of the factoring agreement, for advances made, net of repayments
of such advances through the collection of factored receivables.

On
July 3, 2015, we entered into agreements to amend certain warrants to purchase
shares of our common stock held by Carole Hochman, David Hochman and Nico Pronk,
President and CEO of Noble Financial Capital Markets Inc. The warrants were
initially issued in conjunction with the closing of our private placement
offering on June 10, 2014. Pursuant to these amendments, the original warrants
held by Ms. and Mr. Hochman and Mr. Pronk were amended to (i) reduce the
exercise price to $4.00 per share of common stock in cash, (ii) shorten the
exercise period, (iii) restrict the ability of the holders of shares issuable
upon exercise of such warrants to sell, make any short sale of, loan, grant any
option for the purchase of, or otherwise dispose of any of such shares without
our prior written consent for a period of one hundred and twenty (120) days, and
(iv) provide that a holder, acting alone or with others, will not affect any
purchases or sales of any of our securities in any short sales or any type of
direct and indirect stock pledges, forward sale contracts, options,
puts, calls, short sales, swaps, put equivalent positions or similar
arrangements, or sales or other transactions through non-U.S. broker dealers or
foreign regulated brokers through the expiration of the above-mentioned one
hundred and twenty day period. On July 3, 2015, in connection with the
amendments to the warrants described above, Ms. Hochman exercised 117,616
amended warrants, pursuant to which we issued an aggregate of 117,616 shares of
our common stock for aggregate gross proceeds of approximately $470,464, Mr.
Hochman, on behalf of himself and an entity controlled by him, exercised 22,633
amended warrants, pursuant to which we issued an aggregate of 22,633 shares of
our common stock for aggregate gross proceeds of approximately $90,532 and Nico
Pronk exercised 64,999 amended warrants, pursuant to which we issued an
aggregate of 64,999 shares of our common stock for aggregate gross proceeds of
approximately $260,004.

18

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On
December 23, 2015, Carole Hochman, our Chief Executive Officer, Chief Creative
Officer and a director of our company, purchased 287,500 shares of our common
stock at a price of $4 per share in connection with the close of an underwritten
public offering.

On
December 23, 2015, David Hochman, a director of our company, purchased 17,500
shares of our common stock at a price of $4 per share in connection with the
close of an underwritten public offering.

On
December 23, 2015, Paul Hayes, a director of our company, purchased 3,000 shares
of our common stock at a price of $4 per share in connection with the close of
an underwritten public offering.

We
incur ongoing marketing fees with a marketing agency of which Ms. Hochmans
daughter, and Mr. Hochmans sister, is a principal. Since February 1, 2014
through January 31, 2016, we have paid approximately $414,777 in marketing fees
to the company pursuant to the consulting agreement, which includes $132,500
during 2015 and $282,277 in 2016, of which $90,777 (2015: $Nil) was related to
third party pass through costs.

Board Independence

Except
as may otherwise be permitted by the applicable listing standards of NASDAQ, a
majority of the members of our board of directors shall be independent
directors. Our board of directors has determined that Andrew Kaplan, Paul Hayes,
Martha Olson and Jesse Cole qualify as independent directors under the
applicable listing standards of NASDAQ. Our board of directors has also
determined that each director who currently serves on the Audit Committee is
independent under the applicable listing standards of NASDAQ and Rule 10A-3
under the Exchange Act, and that each director who currently serves on the
Compensation Committee meets NASDAQs heightened standard of independence
applicable to Compensation Committee members. Ms. Hochman and Mr. Primus are not
independent for purposes of the rule because each of them is an executive
officer of our company. Mr. Hochman is not independent for purposes of the rule
because he is Ms. Hochmans son.

19

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**Item
14.**             
**Principal Accounting Fees and Services**

The
following table presents aggregate fees billed to us for services rendered by
BDO USA, LLP during the fiscal years 2016 and 2015.

| |                    |   | Fiscal year ended |  |   | Fiscal year ended | 
| | ------------------ | - | ----------------- |  | - | ----------------- | 
| |                    |   | January 31, 2016  |  |   | January 31, 2015  | 
| | Audit Fees (1)     | $ | 258,800           |  | $ | 84,200            | 
| | Audit-Related Fees |   |                  |  |   |                  | 
| | Tax Fees (2)       |   | 25,400            |  |   | 37,000            | 
| | All Other Fees     |   |                  |  |   |                  | 
| | Total              | $ | 284,200           |  | $ | 121,000           | 

|(1) | Audit fees consisted of fees paid for our annual audits,
      review of our quarterly reports on Form 10-Q and our SEC filings related
      to our 2015 public offering and re-sale registration statement on Form
      S-1.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Tax fees consist of fees billed for the preparation of
      corporate tax returns.                                                                                                                                            

Preapproval Policies and Procedures

Our
Audit Committee has established a policy governing our use of the services of
our independent registered public accounting firm. Under this policy, our Audit
Committee is required to pre-approve all audit and non-audit services performed
by our independent registered public accounting firm in order to ensure that the
provision of such services does not impair the public accountants independence.
All services provided by BDO USA, LLP for our fiscal years 2016 and 2015 were
pre-approved by our Audit Committee in accordance with this policy.

20

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PART IV

**Item
15.**             
**Exhibits, Financial Statement Schedules**

We have filed the following documents as part of this report:

1. Consolidated Financial Statements:

|Report of BDO USA, LLP*                                                                                                      
|-----------------------------------------------------------------------------------------------------------------------------
|                                                                                                                             
|Consolidated Balance Sheets as at January 31, 2016 and
      January 31, 2015*                                               
|                                                                                                                             
|Consolidated Statements of Operations for the years ended
      January 31, 2016 and 2015*                                   
|                                                                                                                             
|Consolidated Statement of Changes Stockholders Equity
      (Capital Deficit) for the years ended January 31, 2016 and 2015*
|                                                                                                                             
|Consolidated Statements of Cash Flows for the years ended
      January 31, 2016 and 2015*                                   
|                                                                                                                             
|Notes to Consolidated Financial Statements*                                                                                  

*Previously filed with our Annual Report on Form 10-K filed
with the SEC on April 29, 2016, which is being amended hereby.

2. Financial Statement Schedules

All
schedules have been omitted because they are not required, not applicable, not
present in amounts sufficient to require submission of the schedule, or the
required information is otherwise included.

3. Exhibits

See
the Exhibit Index immediately following the signature page of this report.

21

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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
Amendment No. 1 to report to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on this
31st day of May 2016.

|      |              |  | NAKED BRAND GROUP INC.   
|----- | ------------ |  | -------------------------
|      |              |  |                          
|Date: | May 31, 2016 |  | /s/ Kai-Hsiang Lin       
|      |              |  | Kai-Hsiang Lin           
|      |              |  | Vice President of Finance

22

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EXHIBIT INDEX

|Exhibit |  |                                                                                                                                                                                                                                                                     
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description of Exhibit                                                                                                                                                                                                                                              
|2.1     |  | Acquisition Agreement dated February 28, 2012 among our
      company, Naked Boxer Brief Clothing Inc. and SBH Acquisition Corp.
      (incorporated by reference from Exhibit 10.1 of our current report on Form
      8-K, as filed with the SEC on March 1, 2012)
|3.1     |  | Articles of Incorporation (incorporated by reference from
      our registration statement on Form SB-2, as filed with the SEC on December
      8, 2006)                                                                                                           
|3.2     |  | Articles of Merger (incorporated by reference from
      Exhibit 10.1 of our current report on Form 8-K, as filed with the SEC on
      August 30, 2012)                                                                                                            
|3.3     |  | Certificate of Amendment to Articles of Incorporation
      (incorporated by reference from Exhibit 3.3 of our quarterly report on
      Form 10-Q, as filed with the SEC on September 15, 2014)                                                                    
|3.4     |  | Certificate of Change effective as of August 10, 2015
      (incorporated by reference from Exhibit 3.1 to our current report on Form
      8-K, as filed with the SEC on August 7, 2015)                                                                           
|3.5     |  | Amended Bylaws (incorporated by reference from Exhibit
      3.1 to our current report on Form 8-K, as filed with the SEC on January
      28, 2013)                                                                                                                
|4.1     |  | Specimen stock certificate for common stock (incorporated
      by reference from Exhibit 4.1 to our registration statement on Form S-1,
      as filed with the SEC on September 24, 2015)                                                                         
|10.1±   |  | 2012 Stock Option Plan (incorporated by reference from
      Exhibit 10.14 to our current report on Form 8-K, as filed with the SEC on
      July 31, 2012)                                                                                                         
|10.2±   |  | Form of Stock Option Agreement (incorporated by reference
      from Exhibit 10.15 to our current report on Form 8-K, as filed with the
      SEC on July 31, 2012)                                                                                                 
|10.3    |  | Form of Stock Option Agreement with Shark Investments,
      LLC dated October 9, 2012 (incorporated by reference from Exhibit 10.1 to
      our current report on Form 8-K, as filed with the SEC on October 15, 2012)                                             
|10.4    |  | Amendment Agreement dated July 22, 2013 (incorporated by
      reference from Exhibit 10.1 to our current report on Form 8-K, as filed
      with the SEC on July 29, 2013)                                                                                         
|10.5    |  | Form of Amended and Restated Promissory Note
      (incorporated by reference from Exhibit 10.2 to our current report on Form
      8-K, as filed with the SEC on July 29, 2013)                                                                                    
|10.6    |  | Form of Amendment to Warrant Certificate (incorporated by
      reference from Exhibit 10.3 to our current report on Form 8-K, as filed
      with the SEC on July 29, 2013)                                                                                        
|10.7    |  | Agency and Interlender Agreement dated November 14, 2013
      (incorporated by reference from Exhibit 10.3 to our current report on Form
      8-K, as filed with the SEC on November 19, 2013)                                                                    
|10.8    |  | Amended and Restated Security Agreement dated November
      14, 2013 (incorporated by reference from Exhibit 10.4 to our current
      report on Form 8-K, as filed with the SEC on November 19, 2013)                                                             
|10.9    |  | Form of Subscription Agreement for Convertible Notes and
      Warrants (incorporated by reference from Exhibit 10.5 to our current
      report on Form 8-K, as filed with the SEC on November 19, 2013)                                                           
|10.10   |  | Form of Warrant Issuance Agreement (incorporated by
      reference from Exhibit 10.6 to our current report on Form 8-K, as filed
      with the SEC on November 19, 2013)                                                                                          
|10.11   |  | Form of Warrant Certificate (incorporated by reference
      from Exhibit 10.7 to our current report on Form 8-K, as filed with the SEC
      on November 19, 2013)                                                                                                 
|10.12   |  | Form of Securities Purchase Agreement dated April 7, 2014
      (incorporated by reference from Exhibit 10.1 to our current report on Form
      8-K, as filed with the SEC on April 10, 2014)                                                                      
|10.13   |  | Form of 6% Convertible Note (incorporated by reference
      from Exhibit 10.2 to our current report on Form 8-K, as filed with the SEC
      on April 10, 2014)                                                                                                    
|10.14   |  | Form of Security Agreement dated April 7, 2014
      (incorporated by reference from Exhibit 10.3 to our current report on Form
      8-K, as filed with the SEC on April 10, 2014)                                                                                 
|10.15   |  | Amendment to Security Agreements dated April 4, 2014
      (incorporated by reference from Exhibit 10.7 to our current report on Form
      8-K, as filed with the SEC on April 10, 2014)                                                                           
|10.16   |  | Amendment to Amended and Restated Promissory Note dated
      April 4, 2014 (incorporated by reference from Exhibit 10.8 to our current
      report on Form 8-K, as filed with the SEC on April 10, 2014)                                                          
|10.17   |  | Amendment to Promissory Note dated April 4, 2014
      (incorporated by reference from Exhibit 10.9 to our current report on Form
      8-K, as filed with the SEC on April 10, 2014)                                                                               
|10.18   |  | Inter-lender Agreement dated April 4, 2014 (incorporated
      by reference from Exhibit 10.10 to our current report on Form 8-K, as
      filed with the SEC on April 10, 2014)                                                                                    
|10.19   |  | Warrant Agreement with Kalamalka Partners Ltd. Dated
      April 4, 2014 (incorporated by reference from Exhibit 10.12 to our current
      report on Form 8-K, as filed with the SEC on April 10, 2014)                                                            
|10.20   |  | Form of Subscription Agreement by and among the company
      and the purchasers signatory thereto (incorporated by reference from
      Exhibit 10.1 to our current report on Form 8-K, as filed with the SEC on
      June 11, 2014)                              

23

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|10.21     | Form of 6% Senior Secured Convertible Debenture
      (incorporated by reference from Exhibit 10.2 to our current report on Form
      8-K, as filed with the SEC on June 11, 2014)                                                                                                   
|--------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.22     | Form of Security Agreement (incorporated by reference
      from Exhibit 10.3 to our current report on Form 8-K, as filed with the SEC
      on June 11, 2014)                                                                                                                        
|10.23     | Form of Warrant (incorporated by reference from Exhibit
      10.4 to our current report on Form 8-K, as filed with the SEC on June 11,
      2014)                                                                                                                                   
|10.24     | Form of Registration Rights Agreement (incorporated by
      reference from Exhibit 10.5 to our current report on Form 8-K, as filed
      with the SEC on June 11, 2014)                                                                                                             
|10.25 ±   | 2014 Long Term Incentive Plan (incorporated by reference
      from Exhibit 10.6 to our current report on Form 8-K, as filed with the SEC
      on June 11, 2014)                                                                                                                     
|10.26     | Note Termination Agreement between the company and JMJ
      Financial dated June 5, 2014 (incorporated by reference from Exhibit 10.7
      to our current report on Form 8-K, as filed with the SEC on June 11, 2014)                                                               
|10.27±    | Form of Option Award Agreement (incorporated by reference
      from Exhibit 10.8 to our current report on Form 8-K, as filed with the SEC
      on June 11, 2014)                                                                                                                    
|10.28±    | Employment Agreement between the company and Carole
      Hochman dated June 6, 2014 (incorporated by reference from Exhibit 10.9 to
      our current report on Form 8-K, as filed with the SEC on June 11, 2014)                                                                    
|10.29±    | Amended and Restated Stock Option Award Agreement with
      Carole Hochman (incorporated by reference from Exhibit 10.1 to our current
      report on Form 8-K, as filed with the SEC on August 26, 2014)                                                                           
|10.30     | Form of Amendment to Warrant to Purchase Common Stock
      (incorporated by reference from Exhibit 10.1 to our current report on Form
      8-K, as filed with the SEC on July 7, 2015)                                                                                              
|10.31     | Collaboration & Endorsement Agreement with Wade
      Enterprises LLC, effective June 15, 2015 (incorporated by reference from
      Exhibit 10.58 to our Post-Effective Amendment No. 2 to our registration
    statement on Form S-1, as filed with the SEC on November 5, 2015) (1)
|10.32     | Form of Amendment No. 1 to 6% Senior Secured Convertible
      Debenture (incorporated by reference from Exhibit 10.1 to our current
      report on Form 8-K, as filed with the SEC on August 6, 2015)                                                                               
|10.33     | Form of Amendment to Warrant to Purchase Common Stock
      (incorporated by reference from Exhibit 10.2 to our current report on Form
      8-K, as filed with the SEC on August 6, 2015)                                                                                            
|10.34±    | Employment Agreement between the Company and Mr. Joel
      Primus (incorporated by reference from Exhibit 10.1 to our current report
      on Form 8-K, as filed with the SEC on August 24, 2015)                                                                                    
|10.35±    | Guaranty by Carole Hochman in favor of Capital Business
      Credit LLC dated June 11, 2015 (incorporated by reference from Exhibit
      10.62 to our registration statement on Form S-1, as filed with the SEC on
      September 24, 2015)                                        
|10.36±    | Offer Letter between the Company and Mr. Carlos Serra
      (incorporated by reference from Exhibit 10.63 to our registration
  statement on Form S-1, as filed with the SEC on September 24, 2015)                                                                                   
|10.37±    | Offer Letter between the Company and Mr. Michael Flanagan
      (incorporated by reference from Exhibit 10.64 to our registration
  statement on Form S-1, as filed with the SEC on September 24, 2015)                                                                               
|10.38±    | Description of Deferred Compensation Arrangement with
      Carole Hochman (incorporated by reference from Exhibit 10.65 to our
      Post-Effective Amendment No. 2 to our registration statement on Form S-1,
      as filed with the SEC on November 5, 2015)                      
|10.39     | Form of Underwriters Warrant (incorporated by reference
      from Exhibit 10.66 to our registration statement on Form S-1 filed with
      the SEC on December 16, 2015)                                                                                                            
|10.40**   | Compensation Arrangement between the Company and Mr.
      Kai-Hsiang Lin                                                                                                                                                                                                             
|10.41**   | Confidential Separation Agreement and General Release
      with Michael Flanagan dated March 17, 2016                                                                                                                                                                                
|21.1**    | List of Subsidiaries                                                                                                                                                                                                                                                                  
|24.1**    | Powers of Attorney (incorporated by reference to the
      signature page hereto).                                                                                                                                                                                                    
|31.1**    | Certification of Carole Hochman, Chief Executive Officer,
      pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302
      of the Sarbanes-Oxley Act of 2002                                                                                                      
|31.2**    | Certification of Kai-Hsiang Lin, Vice President of
      Finance, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                    
|31.3*     | Certification of Carole Hochman, Chief Executive Officer,
      pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302
  of the Sarbanes-Oxley Act of 2002                                                                                                          
|31.4*     | Certification of Kai-Hsiang Lin, Vice President of
      Finance, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                    
|32.1***   | Certification of Carole Hochman, Chief Executive Officer,
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002                                                                                                        
|32.2***   | Certification of Kai-Hsiang Lin, Vice President of
      Finance, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                      
|101.INS** | XBRL Instance Document                                                                                                                                                                                                                                                                
|101.SCH** | XBRL Taxonomy Extension Schema                                                                                                                                                                                                                                                        
|101.CAL** | XBRL Taxonomy Extension Calculation Linkbase                                                                                                                                                                                                                                          

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|101.DEF** | XBRL Taxonomy
      Extension Definition Linkbase  
|--------- | ---------------------------------------------------
|101.LAB** | XBRL Taxonomy Extension Label
      Linkbase       
|101.PRE** | XBRL Taxonomy
      Extension Presentation Linkbase

* Filed herewith. ** Previously filed with our Annual
Report on Form 10-K filed with the SEC on April 29, 2016. *** Previously
furnished with our Annual Report on Form 10-K filed with the SEC on April 29,
2016. ± Indicates a management contract or compensatory plan.

(1)Portions of this exhibit containing confidential
information have been omitted pursuant to an order for confidential treatment
granted by the SEC pursuant to Rule 406 under the Securities Act. Confidential
information has been omitted from the exhibit in places marked [***]and has
been filed separately with the SEC.

25

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