UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

_______________________

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of Earliest Event Reported):   January 6, 2016

 

VITAXEL GROUP LIMITED

(Exact name of registrant as specified in its charter)

 

Nevada   333-201365   30-0803939
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

 

22 Mount Davys Road, Cullybacky, Ballymena, Co. Antrim

Northern Ireland

  BT421JH
(Address of principal executive offices)   (Zip Code)

 

00447751273487

(Registrant’s telephone number, including area code)

 

ALBERO, CORP.

(Former name if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Item 5.03      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On January 6, 2016, the holder (the “Majority Stockholder”) of approximately 78.43% of the voting power of outstanding shares of our common stock, par value $0.001 per share, approved by written consent, in accordance with Nevada law, Amended and Restated Articles of Incorporation (the “Restated Articles”) which, among other things (i) changed of our name from “Albero, Corp.” to “Vitaxel Group Limited” (the “Name Change”) and (ii) increased our number of authorized shares of capital stock from 75,000,000 shares of common stock, par value $0.001 per share to 7,100,000,000 shares, consisting of (a) 7,000,000,000 shares of common stock, par value $0.000001 per share (the “Common Stock”) and (b) 100,000,000 shares of preferred stock, par value $0.000001 per share (the “Share Increase”). The Restated Articles, including the Name Change and the Share Increase, and their execution and filing were previously authorized by the sole member of the Board of Directors on December 21, 2015.

We are currently engaged in discussions with the two private Malaysian companies (the “Vitaxel Companies”) regarding a possible business combination involving our companies. The Vitaxel Companies engage in the direct selling of products and services utilizing a multi-level marketing model with an emphasis on travel, entertainment and lifestyle products and services and in the development of online shopping platforms geared to their members and to the third party suppliers of products and services. At this stage, no definitive terms have been agreed to, and neither party is currently bound to proceed with any transaction. With the permission of the Vitaxel Companies, we are changing our name to “Vitaxel Group Limited” to facilitate these discussions. If the parties determine not to proceed with the business combination, we will change our name back to Albero, Corp. or adopt another name.

While we do not currently have any plans for the issuance of preferred stock, the issuance of such preferred stock could adversely affect the rights of the holders of Common Stock and, therefore, reduce the value of the Common Stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock on the rights of holders of the Common Stock until and unless the Board of Directors determines the specific rights of the holders of the preferred stock; however, these effects may include: restricting dividends on the Common Stock, diluting the voting power of the common stock; impairing the liquidation rights of the Common Stock, or delaying or preventing a change in control of the Company without further action by the stockholders.

 

On January 8, 2015, we filed the Restated Articles with the Nevada Secretary of State to effectuate, among other things, the Name Change and the Share Increase. The Restated Articles are filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 5.07     Submission of Matters to a Vote of Security Holders.

The information in Item 5.03 above regarding the approval of the Restated Articles by written consent of our Majority Stockholder is incorporated herein by reference.

 

Item 8.01     Other Events.

In connection with the Name Change, we have submitted to the Financial Industry Regulatory Authority, Inc. (“FINRA”) a voluntary request for the change of our trading symbol. It is expected that the Name Change and our new trading symbol will be declared effective in the market by FINRA during the week commencing January 11, 2016. The Company will file an update to disclose the effective date of the Name Change and the change of its trading symbol upon our receipt of the announcement from FINRA.

2  

 

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.

 

 

Exhibit Description

 

        3.1   Amended and Restated Articles of Incorporation of the Registrant

3  

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  VITAXEL GROUP LIMITED
   
   

 

Date:  January 11, 2016 By:  /s/ Andriy Berezhnyy
   

Name: Andriy Berezhnyy

Title: President

 

   
   

 

 

 

 

Exhibit 3.1

 

 

 

 

 

 

 

CERTIFICATE OF

 

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

ALBERO, CORP.

Pursuant to the provisions of the Nevada Revised Statutes 78.390 and 78.403, the undersigned officer of Albero, Corp., a Nevada corporation, does hereby certify as follows:

A.                 The original Articles of Incorporation of the Corporation was filed with the Secretary of State of the State of Nevada on November 19, 2013.

B.                  The board of directors of the Corporation has duly adopted resolutions proposing to amend and restate the Articles of Incorporation of the Corporation as set forth below, declaring such amendment and restatement to be advisable and in the best interests of the Corporation.

C.                  The amendment and restatement of the Articles of Incorporation as set forth below has been approved by a majority of the voting power of the stockholders of the Corporation, which is sufficient for approval thereof.

D.                 This certificate sets forth the text of the Articles of Incorporation of the Corporation as amended and restated in their entirety to this date as follows:

 

 

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

VITAXEL GROUP LIMITED

ARTICLE I

CORPORATE NAME

 

On the effective date hereof, the name of the corporation (which is hereinafter referred to as the “Corporation”) shall be Vitaxel Group Limited.

 

ARTICLE II

REGISTERED OFFICE AND AGENT

 

The address of the Corporation’s registered office in the State of Nevada is 1645 Village Center Circle, Ste. 170, Las Vegas, NV 89134. The name of its registered agent at such address is Vcorp Services, LLC.

 

ARTICLE III

CORPORATE PURPOSES AND POWERS

 

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the laws of the State of Nevada. The Corporation shall have and may exercise all powers and rights which a corporation may exercise legally pursuant to the Nevada Revised Statutes.

 

 

 

 

ARTICLE IV

CAPITAL STOCK

 

4.1     Number of Authorized Shares; Par Value . The aggregate number of shares which the Corporation shall have authority to issue is seven billion one hundred million (7,100,000,000) shares, of which seven billion (7,000,000,000) shares shall be designated as common stock, par value $0.000001 per share, and of which one hundred million (100,000,000) shall be designated as preferred stock, par value $0.000001 per share.

 

4.2     Preferred Stock . The preferred stock may be issued at any time or from time to time, in any one or more series, and any such series shall be comprised of such number of shares and may have such voting powers, whole or limited, or no voting powers, and such designations, preferences and relative, participating, options or other special rights and qualifications, limitations or restrictions thereof, including liquidation preferences, as shall be stated and expressed in the resolution or resolutions of the board of directors of the Corporation (the “Board of Directors”), with the Board of Directors being hereby expressly vested with such power and authority to the full extent now or hereafter permitted by law.

 

4.3     No shareholder shall be entitled as a matter of right to subscribe for or receive additional shares of any class of stock of the Corporation, whether now or hereafter authorized, or any bonds, debentures or securities convertible into stock, but such additional shares of stock or other securities convertible into stock may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion it shall deem advisable.

 

ARTICLE V

DIRECTORS

 

5.1     The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall consist of at least one (1) director. Provided that the Corporation has at least one (1) director, the number of directors may at any time or times be increased or decreased as provided in the Bylaws of the Corporation.

 

5.2     Elections of directors need not be done by written ballot unless the Bylaws of the Corporation shall otherwise provide.

 

5.3     The Board of Directors is expressly authorized to adopt, alter, amend or repeal the Bylaws of the Corporation. In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the Nevada Revised Statutes, these Articles of Incorporation, and any Bylaws adopted by the stockholders; provided , however , that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such Bylaws had not been adopted.

 

 

 

 

ARTICLE VI

Director and Officer Liability

 

6.1     Directors and officers of the Corporation shall not be individually liable to the Corporation, its stockholders or its creditors for any damages as a result of any act or failure to act in his capacity as a director or officer unless it is proven that: (a) his act or refusal to act constituted a breach of his fiduciary duties as a director or officer; and (b) his breach of those duties involved intentional misconduct, fraud or a knowing violation of law. In the event that Nevada law is amended to authorize the further elimination or limitation of liability of directors or officers, then this Article VI shall also be deemed amended to provide for the elimination or limitation of liability to the fullest extent permitted by Nevada law, as so amended.

 

6.2    Neither the amendment nor repeal of this Article VI, nor the adoption of any provision of these Articles of Incorporation inconsistent with this Article VI shall eliminate or reduce the effect of such provisions, in respect of any matter occurring prior to such amendment, repeal or adoption of an inconsistent provision or in respect of any act or omission or any matter occurring prior to such amendment, repeal or adoption of an inconsistent provision, regardless of when any cause of action, suit or claim relating to any such matter accrued or matured or was commenced, and such provision shall continue to have effect in respect of such act, omission or matter as if such provision had not been so amended or repealed or if a provision inconsistent therewith had not been so adopted.

 

ARTICLE VII

INDEMNIFICATION

 

7.1     Power to Indemnify . The Corporation shall have the power to indemnify to the fullest extent permitted, from time to time, by applicable law any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or, while a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, member, manager, partner, trustee, fiduciary, employee or agent of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement in connection with such action, suit or proceeding. The Corporation shall have the power to enter into agreements providing any such indemnity.

 

7.2     Expenses . The Corporation shall have the power to advance to a director, officer, employee or agent of the Corporation expenses incurred in connection with defending any action, suit or proceeding referred to above or in the Bylaws at any time before the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the indemnified person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VII or as provided in the Bylaws. The Corporation shall have the power to enter into agreements providing for such advancement of expenses.

 

 

 

  

7.3      Non-exclusivity . The indemnification and other rights provided for in this Article VII shall not be exclusive of any provision with respect to indemnification or the payment of expenses in the Bylaws or any other contract or agreement between the Corporation and any officer, director, employee or agent of the Corporation or any other person.

 

7.4     Future Changes . Neither the amendment nor repeal of this Article VII, nor the adoption of any provision of these Articles of Incorporation inconsistent with this Article VII, shall eliminate or reduce the effect of such provisions in respect of any act or omission or any matter occurring prior to such amendment, repeal or adoption of an inconsistent provision regardless of when any cause of action, suit or claim relating to any such matter accrued or matured or was commenced, and such provision shall continue to have effect in respect of such act, omission or matter as if such provision had not been so amended or repealed or if a provision inconsistent therewith had not been so adopted.

 

ARTICLE VIII

AMENDMENT OR REPEAL

 

The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by statute and by these Articles of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

 

 

 

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amended and Restated Articles of Incorporation of the Corporation.

 

 

  /s/ Andriy Berezhnyy
  Name:   Andriy Berezhnyy
  Title:   President