Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10−Q

(Mark One)



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



For the quarterly period ended: December 31, 2016



|☐ | 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: 333-173680



GLORYWIN ENTERTAINMENT GROUP INC.

(Exact Name of Registrant as Specified in Its
Charter)



|Nevada                                                         |  | 27-3369810                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



20/F, AIA Tower,Nos 251A-301, Avenida Commercial
de Macau, Macau

(Address of principal executive offices, Zip Code)



+853 8294-2333

(Registrant’s telephone number, including
area code)





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



|Title of each class | Trading Symbol | Name of each exchange on which registered
|------------------- | -------------- | -----------------------------------------
|                    |                |                                          



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

Yes
☒    No ☐



Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes 
☒     No ☐



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



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



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



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



The number of shares outstanding of each of the issuer’s classes
of common stock, as of June 5, 2022 is as follows:



|Class of Securities            |  | Shares Outstanding
|------------------------------ |  | ------------------
|Common Stock, $0.001 par value |  | 356,194,747       















GLORYWIN ENTERTAINMENT GROUP INC.



Quarterly Report on Form 10-Q
Period Ended December 31, 2016



TABLE OF CONTENTS



|PART I                                                                                        | 3 
|--------------------------------------------------------------------------------------------- | --
|FINANCIAL INFORMATION                                                                         | 3 
|ITEM 1. FINANCIAL STATEMENTS                                                                  | 3 
|ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 16
|ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            | 19
|ITEM 4. CONTROLS AND PROCEDURES                                                               | 20
|PART II                                                                                       | 21
|OTHER INFORMATION                                                                             | 21
|ITEM 1. LEGAL PROCEEDINGS                                                                     | 21
|ITEM 1A. RISK FACTORS                                                                         | 21
|ITEM 2. DEFAULTS UPON SENIOR SECURITIES                                                       | 21
|ITEM 3. MINE SAFETY DISCLOSURES                                                               | 21
|ITEM 4. OTHER INFORMATION                                                                     | 21
|ITEM 5. EXHIBITS                                                                              | 21
|                                                                                              |   







2









PART I

FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS.
|------- | ---------------------





| | GLORYWIN ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
| | ---------------------------------------------------
| | CONSOLIDATED BALANCE SHEETS                        
| | As of December 31, 2016 and March 31, 2016         



|                                                                                                                                                                                 |  | December 31, |            |   | March 31,     |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ---------- | - | ------------- | -
|                                                                                                                                                                                 |  | 2016         |            |   | 2016          |  
|                                                                                                                                                                                 |  | (Unaudited)  |            |   | (As Restated) |  
|ASSETS                                                                                                                                                                           |  |              |            |   |               |  
|Current assets                                                                                                                                                                   |  |              |            |   |               |  
|Cash and cash equivalents                                                                                                                                                        |  | $            | 252        |   |               | $
|Accounts receivable                                                                                                                                                              |  |              | –          |   |               |  
|Other current assets                                                                                                                                                             |  |              | –          |   |               |  
|Total current assets                                                                                                                                                             |  |              | 252        |   |               |  
|                                                                                                                                                                                 |  |              |            |   |               |  
|Non - current assets                                                                                                                                                             |  |              |            |   |               |  
|Construction in process                                                                                                                                                          |  |              | –          |   |               |  
|Deposits for long-term operating leases                                                                                                                                          |  |              | –          |   |               |  
|Total non-current assets                                                                                                                                                         |  |              | –          |   |               |  
|Total assets                                                                                                                                                                     |  | $            | 252        |   |               | $
|                                                                                                                                                                                 |  |              |            |   |               |  
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                                                                                                             |  |              |            |   |               |  
|Current liabilities                                                                                                                                                              |  |              |            |   |               |  
|Accounts payable                                                                                                                                                                 |  |              | –          |   |               |  
|Accrued liabilities and other payables                                                                                                                                           |  |              | 92,154     |   |               |  
|Taxes payable                                                                                                                                                                    |  |              | –          |   |               |  
|Other payables - related parties                                                                                                                                                 |  |              | –          |   |               |  
|Total current liabilities                                                                                                                                                        |  |              | 92,154     |   |               |  
|Total liabilities                                                                                                                                                                |  |              | 92,154     |   |               |  
|                                                                                                                                                                                 |  |              |            |   |               |  
|Shareholders' equity                                                                                                                                                             |  |              |            |   |               |  
|Common stock, $0.001 par value, 490,000,000 shares authorized, 102,100,338 and 50,900,338 shares issued and outstanding as of December 31, 2016 and March 31, 2016, respectively |  |              | 102,100    |   |               |  
|Additional paid-in capital                                                                                                                                                       |  |              | 1,839,796  |   |               |  
|Accumulated other comprehensive loss                                                                                                                                             |  |              | (11,282    | ) |               |  
|Retained earnings                                                                                                                                                                |  |              | (2,022,517 | ) |               |  
|Total shareholders' equity                                                                                                                                                       |  |              | (91,903    | ) |               |  
|Total liabilities and shareholders' equity                                                                                                                                       |  | $            | 252        |   |               | $





|See notes to unaudited consolidated financial statements
|--------------------------------------------------------





3









|GLORYWIN ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES           
|--------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
|For the Three and Nine Months Ended December 31, 2016 and 2016



|                                           |  | For the Three Months Ended December 31, |             |   | For the Nine Months Ended December 31, |  
|------------------------------------------ |  | --------------------------------------- | ----------- | - | -------------------------------------- | -
|                                           |  | 2016                                    |             |   | 2015                                   |  
|                                           |  |                                         |             |   |                                        |  
|Revenues                                   |  | $                                       | –           |   |                                        | $
|Gross profit                               |  |                                         | –           |   |                                        |  
|Operating expenses:                        |  |                                         |             |   |                                        |  
|General and administrative expenses        |  |                                         | 41,513      |   |                                        |  
|Professional fees                          |  |                                         | –           |   |                                        |  
|Total operating expenses                   |  |                                         | 41,513      |   |                                        |  
|Income before provision for income taxes   |  |                                         | –           |   |                                        |  
|Provision for income taxes                 |  |                                         | –           |   |                                        |  
|Net income (loss)                          |  | $                                       | (41,513     | ) |                                        | $
|                                           |  |                                         |             |   |                                        |  
|Comprehensive income                       |  |                                         |             |   |                                        |  
|Net income (loss)                          |  | $                                       | (41,513     | ) |                                        | $
|Total comprehensive income (loss)          |  | $                                       | (41,513     | ) |                                        | $
|                                           |  |                                         |             |   |                                        |  
|Net income (loss) per share                |  |                                         |             |   |                                        |  
|Basic                                      |  | $                                       | 0.00        |   |                                        | $
|Diluted                                    |  | $                                       | 0.00        |   |                                        | $
|Weighted average common shares outstanding |  |                                         |             |   |                                        |  
|Basic                                      |  |                                         | 102,100,338 |   |                                        |  
|Diluted                                    |  |                                         | 102,100,338 |   |                                        |  





See notes to unaudited consolidated financial statements







4









GLORYWIN ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

For the Year Ended March 31, 2016 and Nine Months Ended December 31, 2016





|                                                      |  | Preferred Stock |   |  | Common Stock |   |   | Additional Paid-In |  |  | Accumulated Other Comprehensive |  |  | Retained |         |  | Shareholders’ |  
|----------------------------------------------------- |  | --------------- | - |  | ------------ | - | - | ------------------ |  |  | ------------------------------- |  |  | -------- | ------- |  | ------------- | -
|                                                      |  | Shares          |   |  | Amount       |   |   | Shares             |  |  | Amount                          |  |  | Capital  |         |  | Loss          |  
|Balance - March 31, 2014                              |  |                 | – |  |              | $ | – |                    |  |  | 9,805,044                       |  |  | $        | 9,805   |  |               | $
|Share issued for acquisition of Top Point             |  |                 | – |  |              |   | – |                    |  |  | 10,195,294                      |  |  |          | 10,195  |  |               |  
|Share based compensation - employees                  |  |                 | – |  |              |   | – |                    |  |  | 100,000                         |  |  |          | 100     |  |               |  
|Share issued to third parties for services provided   |  |                 | – |  |              |   | – |                    |  |  | 100,000                         |  |  |          | 100     |  |               |  
|Share issued to related parties for services provided |  |                 | – |  |              |   | – |                    |  |  | 600,000                         |  |  |          | 600     |  |               |  
|Acquisition of Wonderful Gate                         |  |                 | – |  |              |   | – |                    |  |  | –                               |  |  |          | –       |  |               |  
|Debt forgiveness                                      |  |                 | – |  |              |   | – |                    |  |  | –                               |  |  |          | –       |  |               |  
|Net income                                            |  |                 | – |  |              |   | – |                    |  |  | –                               |  |  |          | –       |  |               |  
|Foreign currency translation adjustment               |  |                 | – |  |              |   | – |                    |  |  | –                               |  |  |          | –       |  |               |  
|Balance - March 31, 2015                              |  |                 | – |  |              |   | – |                    |  |  | 20,800,338                      |  |  |          | 20,800  |  |               |  
|Contributions from shareholder                        |  |                 | – |  |              |   | – |                    |  |  | –                               |  |  |          | –       |  |               |  
|Share based compensations - employees                 |  |                 | – |  |              |   | – |                    |  |  | 100,000                         |  |  |          | 100     |  |               |  
|Acquisition of Little Wooden house                    |  |                 |   |  |              |   |   |                    |  |  | 30,000,000                      |  |  |          | 30,000  |  |               |  
|Exchange Reserves                                     |  |                 |   |  |              |   |   |                    |  |  |                                 |  |  |          |         |  |               |  
|Net income                                            |  |                 | – |  |              |   | – |                    |  |  | –                               |  |  |          | –       |  |               |  
|Balance – March 31, 2016                              |  |                 | – |  |              |   | – |                    |  |  | 50,900,338                      |  |  |          | 50,900  |  |               |  
|Contribution from Shareholder                         |  |                 |   |  |              |   |   |                    |  |  | –                               |  |  |          | –       |  |               |  
|Acquisition of Top Honesty Biomass Sdn Bhd            |  |                 |   |  |              |   |   |                    |  |  | 51,200,000                      |  |  |          | 51,200  |  |               |  
|Exchange Reserves                                     |  |                 |   |  |              |   |   |                    |  |  |                                 |  |  |          |         |  |               |  
|Net Income                                            |  |                 |   |  |              |   |   |                    |  |  |                                 |  |  |          |         |  |               |  
|Balance - December 31, 2016                           |  |                 | – |  |              | $ | – |                    |  |  | 102,100,338                     |  |  | $        | 102,100 |  |               | $





|See notes to unaudited consolidated financial statements
|--------------------------------------------------------







5









|GLORYWIN ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES 
|----------------------------------------------------
|CONSOLIDATED STATEMENTS OF CASH FLOWS               
|For the Nine Months Ended December 31, 2016 and 2015
|                                                    



|                                                                                  |  | For the Nine Months Ended December 31, |        
|--------------------------------------------------------------------------------- |  | -------------------------------------- | -------
|                                                                                  |  | 2016                                   |        
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |                                        |        
|Net income                                                                        |  | $                                      | (58,704
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                        |        
|Expenses paid and waived by shareholder                                           |  |                                        | –      
|Depreciation expenses                                                             |  |                                        | –      
|Share based compensation - employees                                              |  |                                        | –      
|Changes in operating assets and liabilities:                                      |  |                                        |        
|Accounts receivable                                                               |  |                                        | –      
|Other current assets                                                              |  |                                        | –      
|Deposits for long-term operating leases                                           |  |                                        | –      
|Taxes payable                                                                     |  |                                        | –      
|Accrued liabilities and other payables                                            |  |                                        | 58,892 
|                                                                                  |  |                                        |        
|NET CASH PROVIDED BY OPERATING ACTIVITIES                                         |  |                                        | 188    
|                                                                                  |  |                                        |        
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |                                        |        
|Purchase of property, plant and equipment                                         |  |                                        | –      
|Cash paid for construction in process                                             |  |                                        | –      
|                                                                                  |  |                                        |        
|NET CASH USED IN INVESTING ACTIVITIES                                             |  |                                        | –      
|                                                                                  |  |                                        |        
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |  |                                        |        
|Proceeds from related party advances                                              |  |                                        | –      
|Repayments to related party advances                                              |  |                                        | –      
|                                                                                  |  |                                        |        
|NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                               |  |                                        | –      
|                                                                                  |  |                                        |        
|EFFECT OF EXCHANGE RATE ON CASH                                                   |  |                                        | (188   
|NET INCREASE/( DECREASE) IN CASH AND CASH EQUIVALENTS                             |  |                                        | –      
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                  |  |                                        | 252    
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                                        |  | $                                      | 252    
|                                                                                  |  |                                        |        
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                 |  |                                        |        
|Cash paid for:                                                                    |  |                                        |        
|Interest                                                                          |  | $                                      | –      
|Income taxes                                                                      |  | $                                      | –      
|                                                                                  |  |                                        |        
|NON-CASH DISCLOSURE OF CASH FLOW INFORMATION:                                     |  |                                        |        
|Shares issued for acquisition of Top honesty Biomass Sdn Bhd                      |  | $                                      | 51,200 
|Debt forgiveness                                                                  |  | $                                      | –      
|Shares issued for acquisition of Top Point                                        |  | $                                      | –      



See notes to unaudited consolidated financial statements







6







Glorywin Entertainment Group Inc. and Subsidiaries

(FORMERLY ZIPPY BAGS, INC.)

Notes to Unaudited Consolidated Financial Statements



Note 1 – Nature of Business



Glorywin Entertainment Group Inc. (“Glorywin”),
formerly known as Zippy Bags, Inc., was incorporated in the state of Nevada on August 26, 2010 (“Inception”). It was initially
formed to market a snowboard carrying bag locally, in the Salt Lake City, Utah area to snowboard shops and outdoor retailers.



On June 17, 2014, Janet Somsen, the original owner
of Glorywin, entered into a security purchase agreement to sell 44.5% of Glorywin’s outstanding shares, or 4,365,000 shares, of
common stock, to Taipan Pearl Sdn Bhd and Wenwei Wu in exchange for an aggregate purchase price of $189,004 in cash. At the closing of
the transaction, Janet Somsen agreed that the previous officers would resign, and all the debts, consisting of $11,719 of taxes payable,
$1,650 of accounts payable, and $3,500 of notes payable due to BK Consulting and Associates, P.C. (“BK Consulting”), would
be repaid by Ms.Somsen. Glorywin is a shell company and has no operations.



On the same day, Glorywin entered into a share
transfer agreement with Top Point Limited (“Top Point”), a company incorporated in Samoa on April 9, 2014. Pursuant to the
agreement, Glorywin issued 10,195,294 shares of common stock to Wen Wei Wu, Taipan Pearl Sdn Bhd, Boon Siong Lee and Zhen Long Ho to acquire
1,000 common shares (100%) of Top Point. Top Point is a shell company and has no operations.



Simultaneously,
Glorywin paid Macanese Pataca (“MOP”) 60,000 (approximately $7,692) to acquire Wonderful Gate Strategy Company Limited (“Wonderful
Gate”), a company incorporated on March 11, 2009 in Macau, China, and had no operation prior to the acquisition from, Carmen Lum.
Since then, Wonderful Gate has been engaged in service of introducing sub-junkets and information technology infrastructure to land-based
casinos and receiving an agreed percentage of total bets as revenue. Wonderful Gate has introduced 25 sub-junkets to initially three land-based
casinos in Cambodia and reduced to two land-based casinos to date,and the Company itself does not hold license to operate casinos/junket
or to conduct gaming promotion business in any country.



The acquisitions were accounted for as acquisitions
by entities under common control due to the fact that each company was and continued to be held by the Company and its affiliates. As
such, the transaction was recorded on the purchase method of accounting at historical amounts.



After the above transactions, Taipan Pearl Sdn
Bhd owns 56% interest of the Glorywin and its subsidiaries, (collectively, “the Company”, “us”), and became the
biggest shareholder of the Company.



On October 30, 2014, the Company changed its name
to Glorywin Entertainment Group, Inc.











7







Acquisition of Gwin Company Limited (Gwin)



On October 22, 2014, the Company orally entered
into a conditional sale agreement ("Conditional Sale Agreement"), which was later put into a written form on January 19, 2015,
with Taipan Pearl Sdn Bhd, shareholder of 56% of the Company's interest. Pursuant to the Conditional Sale Agreement, the Company agreed
to pay a total price of $2,000,000 to acquire Gwin Company Limited ("Target Company", or "Gwin"), which is solely
owned by Mr. Sing Hong Ting, the 100% beneficial owner of Taipan Pearl Sdn Bhd. Gwin obtained the formal approval of incorporation in
March, 2015 and did not generate any revenues since its establishment. The sale would be completed under conditions that the Target Company
becomes profitable within 12 months from the date of the Conditional Sale Agreement (“Profitability Condition”) and that the
Target Company maintains all necessary licenses to be operational. If the two conditions were not satisfied, the amount paid would
be fully refunded. On February 18, 2015, the Company signed a supplementary agreement to the Conditional Sale Agreement ("Supplementary
Agreement") with Taipan Pearl Sdn Bhd, pursuant to which, another $2,000,000 would be paid by the Company for acquisition of the
Target Company. The incremental $2,000,000 would be used in renovating and operating of the Target Company. The Company paid $3,180,425
as of March 31, 2015 and continued to pay until September 29, 2015, when the Company entered into a Closing Agreement ("Closing Agreement")
with Mr. Sing Hong Ting to officially acquire the Target Company. On November 11, 2015, the Company entered into an Amended and Restated
Agreement (“Restated Agreement”) with Mr. Sing Hong Ting. Pursuant to the Closing Agreement and Restated Agreement, the Company:
(1) purchased 100% of Gwin’s equity interest, and all the advanced payment to the Target Company, totalling $5,876,392, shall be
regarded as the final consideration of the sale, and therefore shall not be refundable; (2) waived the Profitability Condition of the
Conditional Sale Agreement, which was not met as of September 29, 2015; and (3) agreed with the other signing party to correct the seller
of Gwin from Taipan Pearl Sdn Bhd to Mr. Sing Hong Ting. On January 9, 2015, Gwin entered into a lease agreement to lease a casino hotel
building with equipment in it located in Kingdom of Cambodia. Gwin is currently refurbishing the building and expects to finish the refurbishment
and start its operation in gaming and hospitality industry in February, 2016.





Since the Company and Gwin are under common control
by Mr. Sing Hong Ting, the acquisition of Gwin was recorded as a transaction between entities under common control. The Company has accounted
for Gwin’s operations on a retrospective basis in the Company’s consolidated financial statements since Gwin incurred start-up
expenses from November 2014 which was before obtaining the formal approval for incorporation. Accordingly, the consolidated balance
sheet as of March 31, 2015, the consolidated statement of operations and comprehensive income for the three and nine months ended December
31, 2014, the consolidated statement of changes in shareholders’ equity for the year ended March 31, 2015, and the consolidated
statement of cash flows for the nine months ended December 31, 2014 have been retrospectively restated in this report to reflect Gwin’s
accounts at their historical amounts as of those dates.



On February 21, 2016, Messrs. Meng Hoa Duang, Lee Boon Siong and Ho
Zhen Lung (the “Resigning Officers”) had resigned as officers and directors of the Company on the same day. Company’s
Chairman Mr. Wen Wei Wu later contacted Mr. Ming Kong Lee, who is a shareholder of the Company, that we believes he has control on the
Resigning Officers. Mr. Ming Kong Lee revealed to Mr. Wu that he intended to take away the business operation of GWIN Company Limited,
and Wonderful Gate Strategy Company Limited, both of which are wholly owned subsidiaries of the Company in concert with his brother-in-law,
Mr. Sing Hong Ting who is a principal shareholder of the Company. The Company is currently seeking legal remedies against the Resigning
Officers and Mr. Ting including the cancellation of the shares of common stock of the Company owned by them or entities controlled by
them. However, as of the date hereof, the Company currently does not have access to the operation and business records of such subsidiaries.
In addition, the Company’s two customers, the two land based casinos in Cambodia, which fully manage and handle former COO Mr. Ho
Zhen Lung and secretary Mr. Lee Boon Siong, that generated substantially all of our revenues as part of our junket business notified the
Company that they were terminating their junket arrangement with the Company. As a result, Company has lost the entire business in junket
services and also lost the control of Gwin.



On March 9, 2016, the Company’s Board of Directors approved a
Share Exchange Arrangement (the “Arrangement”) to be entered between the Company and Mr. Wen Wei Wu, who is the Company’s
Chairman and Acting Chief Executive Officer during that time.



Subject to the Arrangement, the Company has agreed to acquire all of
the outstanding capital stock of Little Wooden Horse Trading Company Limited (the “Trading Company”), a company incorporated
in the Macau Special Administrative Region of the People’s Republic of China, in exchange for shares of the Company’s common
stock, par value $0.001 (the “Common Stock”). Mr. Wu is the sole holder of the Trading Company. Pursuant to the Arrangement,
the Company issued an aggregate of 30,000,000 shares of the Common Stock to acquire the Trading Company. The Trading Company is a new
entity which has no historical operations and plans to involve in consultancy and trading of machineries related to activated carbon business.







8







On September 26, 2016, Glorywin Entertainment Group Inc., a Nevada
Corporation (the “Company”) entered into a Sale and Purchase Agreement (the “Agreement”) with Mr. Ze Wu Xuan,
the 100% beneficiary owner of Top Honesty Biomass Sdn Bhd (“THBSB”), a Malaysian company, to acquire all of the outstanding
capital stock of THBSB in exchange for the issuance to Mr. Xuan of an aggregate of 51,200,000 shares of the Company’s common stock
(the “Acquisition”). The shares are subject to restrictions on resale pursuant to Commission Rule 144 under the Securities
Act. On September 26, 2016, the record holder of 51,200,000 shares of the Company’s common stock, equivalent to 56.97% of our then
issued and outstanding shares of common stock, the sole class of our voting securities, adopted and approved the amendment to the Articles
of Incorporation by written consent in lieu of a meeting.



Note 2 – Significant Accounting Policies



Basis of Presentation



We prepared the consolidated financial statements
in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and pursuant to the
U.S. Securities and Exchange Commission ("SEC") rules. We included all adjustments that are necessary for the fair presentation
of our financial position, results of operations, and cash flows for the periods presented.

We have defined various periods that are covered
in this report as follows:





"fiscal year 2015"—April 1, 2014
through March 31, 2015

"fiscal year 2016"—April 1, 2015
through March 31, 2016



Use of Estimates



The preparation of consolidated financial statements
that conform with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company continually evaluates
its estimates, including those related to bad debts, income taxes, and the valuation of equity transactions. The Company bases its estimates
on historical experience and on various other assumptions that it believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets
and liabilities. Actual results may differ from these estimates under different assumptions or conditions.



Fair value of Financial Instruments



The Company's financial instruments consist principally
of cash and cash equivalents, accounts receivable, accrued liability and other payables. The carrying amounts of such financial instruments
in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. Transactions involving related
parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings
may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were
consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. It
is not, however, practical to determine the fair value of other payables to related parties due to their related party nature.



Construction in progress



Direct costs that are related to the construction
of property and equipment incurred in connection with bringing the assets to their intended use are capitalized as construction in progress.
Construction in progress is transferred to specific property and equipment and the depreciation of these assets commences when the assets
are ready for their intended use. As of December 30, 2016 and 2015, the balance of construction in progress was $nil and $3,115,068, respectively,
which was primarily related to the refurbishment of a leased casino hotel building.







9







Foreign Currency Translation



The accompanying consolidated financial statements
are presented in United States dollars ("USD"). The functional currency of Wonderful Gate located in Macau is Hong Kong Dollars
("HKD"), and the functional currency of Glorywin, Top Point and Gwin is the USD. The financial statements are translated into
US dollars from HK$ at period-end exchange rates for assets and liabilities, and weighted average exchange rates for revenues and expenses.
Capital accounts are translated at their historical exchange rates when the capital transactions occurred.



The Hong Kong Monetary Authority ("HKMA"),
Hong Kong's central bank, maintains a Linked Exchange Rate System since 1983. The HKMA operates Convertibility Undertakings on both the
strong side and the weak side of the Linked Rate of US$1: HK$7.8. Thus, the consistent exchange rate used has been 7.80 HKD per each USD.



Foreign currency transactions are those that required
settlement in a currency other than HKD. Gain or loss from foreign currency transactions, or exchange loss, are recognized in income in
the period they occur.



Related Party Transactions



A related party is generally defined as (i) any
person that holds 10% or more of the Company's securities including such person's immediate families, (ii) the Company's management, (iii)
someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly
influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there
is a transfer of resources or obligations between related parties.



Stock-Based Compensation



The Company accounts for stock based compensation
issued to employees in accordance with ASC 718 "Stock Compensation". ASC 718 requires companies to recognize an expense in the
statement of income at the grant date of stock options and other equity based compensation issued to employees. The Company accounts for
non-employee share-based awards in accordance with ASC 505-50 "Equity-based payments to nonemployees".



Operating Leases



Leases where substantially all the rewards and
risks of ownership of assets remain with the leasing company are accounted for as operating leases. Payments made under operating leases
are charged to the consolidated statements of operations on a straight-line basis over the lease period.



Cash and Cash Equivalents



We maintain cash balances in non-interest-bearing
accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments
with an original maturity of three months or less are considered to be cash equivalents.



Accounts Receivable and Allowance for Doubtful
Accounts



Accounts receivable are presented net of an allowance
for doubtful accounts. Management of the Company makes judgments as to its ability to collect outstanding receivables and provides allowances
for the portion of receivables when collection becomes doubtful. Provisions are made based upon a specific review of all significant outstanding
invoices. For those invoices not specifically reviewed, provisions are provided at different rates, based upon the age of the receivables.
In determining these percentages, management analyzes its historical collection experience and current economic trends. If the historical
data the Company uses to calculate the allowance for doubtful accounts does not reflect the future ability to collect outstanding receivables,
additional provisions for doubtful accounts may be needed and the future results of operations could be materially affected. As of December
31, 2016 and March 31, 2016, the Company did not establish, based on a review of outstanding balances, an allowance for doubtful accounts.







10







Income Taxes



Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for
significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations. Current
income taxes are provided for in accordance with the laws and regulations applicable to the Company as enacted by the relevant tax authorities.



Revenue Recognition



Since Wonderful Gate was acquired, the Company
has been engaged in service of introducing of sub-junkets and information technology (IT) company to land-based casinos and receiving
an agreed percentage of total bets as revenue. For sub-junkets introduction service and IT infrastructure introduction service performed,
the Company charge s 0.2% and 0.05%, respectively, of total bets played by players introduced by sub-junkets from the three casinos located
in Cambodia.



At the end of each month, the IT company introduced
by the Company generates a bet statement of the three casinos where all the playing information is presented, and that lays the ground
for revenue calculation. After both the Company and the casinos agree with the information of the bet statement, settlement is prepared
by the casinos and the Company usually gets paid on the 7th of the following month.



After the Resigning Officers resigned from their
position and do not properly handover, and also they controlling both 2 casinos and IT company relationship, we have lost the entire business
of junket and we have write off all the profits and revenue in previous fiscal year ended March 31, 2016.



Despite in September 2016, company has acquired
Top Honesty Biomass Sdn Bhd (THBSB), a company incorporated in Malaysia which planning to commence new business related to biomass products,
however, THBSB do not commence any business that generate any income as of December 31, 2016.



Recent accounting pronouncements



In August 2015, the FASB issued ASU 2015-14, “Revenue
from Contracts with Customers (Topic 606):











11







Deferral of the Effective Date”. The
amendments in ASU 2015-14 defer the effective date of ASU 2014-09 for all entities by one year. Public business entities, certain
not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods
beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is
permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that
reporting period. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial
statements. In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for
Measurement-Period Adjustments”. The amendments in ASU 2015-16 require that an acquirer recognize adjustments to estimated
amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined.
The amendments require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes
in depreciation, amortization, or other income effects, if any, as a result of the change to the estimated amounts, calculated as if
the accounting had been completed at the acquisition date. The amendments also require an entity to present separately on the face
of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that
would have been recorded in previous reporting periods if the adjustment to the estimated amounts had been recognized as of the
acquisition date. The amendments in the ASU are effective for public business entities for fiscal years beginning after December 15,
2015, including interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact
on the Company’s consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, “'Income Taxes (Topic
740): Balance Sheet Classification of Deferred Taxes”. The amendments in ASU 2015-17 eliminates the current requirement for
organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead,
organizations will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments in the ASU are
effective for public business entities for financial statements issued for annual periods beginning after December 15, 2016, and
interim periods within those annual periods. The Company is currently in the process of evaluating the impact of the adoption on its
consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments - Overall (Subtopic
825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. Among other things, the amendments in ASU
2016-01 require equity investments (except those accounted for under the equity method of accounting, or those that result in
consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, public business
entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, separate
presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or
loans and receivables), and eliminates the requirement for public business entities to disclose the method(s) and significant
assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost.
The amendments in the ASU are effective for public companies for fiscal years beginning after December 15, 2017, including interim
periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the Company’s
consolidated financial statements.



Note 3 – Accounts Receivable



Accounts receivable consists of the following:



|                            |  |   | As of
                                                                                December 31, 2016 |  |  |   | As of
                                                                                March 31, 2016 | 
|--------------------------- |  | - | ------------------------------------------------------------------------------------------------------- |  |  | - | ---------------------------------------------------------------------------------------------------- | 
|Introduction of IT company  |  | $ | –                                                                                                       |  |  | $ | –                                                                                                    | 
|Introduction of sub-junkets |  |   | –                                                                                                       |  |  |   | –                                                                                                    | 
|Total                       |  | $ | –                                                                                                       |  |  | $ | –                                                                                                    | 



We have written off the entire amount receivable in previous year ended
March 31, 2016 because our junket business was taken away by Mr. Sing Hong Hong, former major shareholder, and his concerted party, without
our consent, and our company has no any receivables since then.









12







Note
4 – Income Taxes



Wonderful Gate, the operating entity of the Company, is located in
Macau, China. Income received in Macau is taxable under Macau's Complementary Tax provisions, irrespective of the beneficiary being an
individual or a corporation, its particular line of business, its nationality or domiciliation, without prejudice to the particular deductions
and allowances each taxpayer enjoys. Companies are required to declare their annual profit and such profit is subject to Complementary
Tax. If dividend is declared, taxable profit is based on taxable profit (after dividends have been paid). Law No.15/2015 (the 2016 Budget
Law) remains the exempted portion of income to MOP600, 000 and determines that the excess of taxable income be taxed at the relevant brackets
(0% from MOP0 to MOP600, 000 and 12% on the excess). These rates apply to the declared taxable profit (gross income less allowable deductions)
from all income generating sources, except professional tax and property income, taxed separately under different regulations. The provision
for income taxes as of March 31, 2016 and 2015 was $nil and $344,002, respectively. We do not have any provision of taxes as of March
31, 2016 because we have suffer loss on discontinue of business due to Mr. Ting Hong Sing and his concerted parties have taken away our
entire business without our consent.



The Company's subsidiary, Feroce Drago Inc, is incorporated in Seychelles,
and is subject to company tax at a tax rate of 25%. No provision for income taxes in Seychelles has been made as the Company had no Seychelles
taxable income as of December 31, 2016.



Glorywin is incorporated in the State of Nevada and is subject to the
United States federal income tax at an effective tax rate of 34%.



Little Wooden Horse Trading Company Limited is incorporated in Macau,
China. Income received in Macau is taxable from 0% to 12%. No provision for income taxes in Macau has been made as the Company had no
Macau taxable income as of December 31, 2016.



THBSB is incorporated in Malaysia and is subject to company tax at
a rate ranging from 0% to 25% based on annual taxable profit. No provision for income taxes in Malaysia has been made as THBSB had no
taxable income as of December 31, 2016.



Income taxes are calculated on a separate entity
basis. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income tax purposes. The provisions for income taxes as of December 31, 2016
and 2015 are summarized as follows:



|               |  | Nine Months Ended December 31, |  
|-------------- |  | ------------------------------ | -
|               |  | 2016                           |  
|Current taxes  |  | $                              | –
|Deferred taxes |  |                                | –
|Total          |  | $                              | –



The table below summarizes the difference between the U.S. statutory
federal tax rate and the Company's effective tax rate for the nine months ended December 31, 2016 and 2015:



|                                                                  |  | Nine Months Ended December 31, |     
|----------------------------------------------------------------- |  | ------------------------------ | ----
|                                                                  |  | 2016                           |     
|U.S. federal income tax rate                                      |  |                                | 34% 
|Foreign income note recognized in the U.S.                        |  |                                | (34%
|Macau Complementary tax                                           |  |                                | 12% 
|Kingdom of Cambodia company tax                                   |  |                                | 0%  
|Effect of income tax difference under different tax jurisdictions |  |                                | 3%  
|Total effective income tax rate                                   |  |                                | 15% 







13







Note 5 - STOCKHOLDERS' EQUITY



Stock-splits



On August 19, 2013, the Company's board of directors and shareholders
approved a one thousand-for-one reverse stock split of the Company's common stock. On November 7, 2013, the Company issued 336 shares
of common stock as fractional shares from the August 19, 2013 reverse stock split. All reference to share and per share amounts in the
consolidated financial statement and accompanying notes to the consolidated financial statements have been retroactively restated to reflect
the one thousand-for-one reverse stock split, unless otherwise noted.



Shares Issued



On June 17, 2014, the Company issued 10,195,294 restricted shares to
Taipan Pearl Sdn Bhd, Wenwei Wu, Boom Siong Lee and Zhen Long Ho as consideration for 1,000 shares of Top Point. The shares were booked
at par value issuance cost with a decrease to additional paid-in capital of $10,195 due to treatment requirements for stock granted for
an acquisition of an entity under common control. The transaction was accounted for as an acquisition of entity under common control which
requires booking the transaction at historical cost.



On November 18, 2014, the Company issued 600,000 restricted shares
to Taipan Pearl Sdn Bhd, its major shareholder, 100,000 shares to Eng Wah Kung, its Chief Executive Officer at the time, and 100,000 shares
to its public relationship company as consideration for their services provided. The total fair value of the common stock was $1,600,000
based on the closing price of the Company's common stock on the date of grant and the expense was included in general and administrative
expenses for the year ended March 31, 2015. The restriction period is one year from the grant date.



On July 1, 2015, the Company issued 100,000 restricted shares of the
Company's common stock valued at $2.25 per share to Mr. Muhammad Shahrezza Chong as compensation for his service to the Company as Director
of Public Relationships. The total fair value of the common stock was $225,000 based on the closing price of the Company's common stock
on the date of grant and the expense was included in general and administrative expenses for the nine months ended December 31, 2015.
The restriction period is one year from the grant date.



On March 9, 2016, the Company issued an aggregate of 30,000,000 shares
of the Company’s Common Stock to Mr. Wu to acquire the Little Wooden Horse Trading Company Limited. The issuance of the shares was
exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2) thereof on the basis that the transaction did not
involve a public offering. The shares are subject to restrictions on resale pursuant to Commission Rule 144 under the Securities Act.



On September 26, 2016, the Company issued an aggregate of 51,200,000
shares of the Company’s Common Stock to Mr Xuan to acquire the THBSB. The issuance of the shares was exempt from registration under
the Securities Act of 1933 pursuant to Section 4(a)(2) thereof on the basis that the transaction did not involve a public offering. The
shares are subject to restrictions on resale pursuant to Commission Rule 144 under the Securities Act.



Debt forgiveness by related party



On June 17, 2014, Janet Somsen paid and released the Company of $16,869
of outstanding liabilities. As Ms. Somsen was a shareholder of the Company, the transaction was accounted for as contributed capital.



On November 18, 2014, the Company issued 600,000 restricted shares
to Taipan Pearl Sdn Bhd, its major shareholder, 100,000 shares to Eng Wah Kung, its Chief Executive Officer at the time, and 100,000
shares to its public relationship company as consideration for their services provided. The total fair value of the common stock was
$1,600,000 based on the closing price of the Company's common stock on the date of grant and the expense was included in general and
administrative expenses for the year ended March 31, 2015. The restriction period is one year from the grant date.







14







On July 1, 2015, the Company issued 100,000 restricted
shares of the Company's common stock valued at $2.25 per share to Mr. Muhammad Shahrezza Chong as compensation for his service to the
Company as Director of Public Relationships. The total fair value of the common stock was $225,000 based on the closing price of the Company's
common stock on the date of grant and the expense was included in general and administrative expenses for the nine months ended December
31, 2015. The restriction period is one year from the grant date.



Debt forgiveness by related party



On June 17, 2014, Janet Somsen paid and released
the Company of $16,869 of outstanding liabilities. As Ms. Somsen was a shareholder of the Company, the transaction was accounted for as
contributed capital.



Note 6 – RELATED PARTY TRANSACTIONS



The Company's officers, directors and other related parties, from time
to time, provided advances to the Company for working capital purpose. These advances are short-term in nature, unsecured and payable
on demand. There are no any related party transactions as of December 31, 2016 and March 31, 2016.



Note 7 - COMMITMENTS AND CONTINGENCIES



On November 19, 2015, the Company entered into
an agreement for the lease of a virtual office in Macau for monthly rental of MOP1,620 (approximately $200). The lease began on November
19, 2015 and will expire on November 18, 2016. Company renewed the agreement for another 6 months until May 18, 2017.







15









|ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|------- | --------------------------------------------------------------------------------------



Special Note Regarding Forward Looking Statements



In addition to historical information, this report
contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. We use words such as “believe,” “expect,” “anticipate,”
“project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will”
or similar expressions which are intended to identify forward-looking statements. Such statements include, among others, those concerning
market and industry segment growth and demand and acceptance of new and existing products; any projections of sales, earnings, revenue,
margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements
regarding future economic conditions or performance; as well as all assumptions, expectations, predictions, intentions or beliefs about
future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and
uncertainties, including those identified in Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the year
ended March 31, 2015 as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause the results of the
Company to differ materially from those expressed or implied by such forward-looking statements.



Readers are urged to carefully review and consider
the various disclosures made by us in this report and our other filings with the SEC. These reports attempt to advise interested parties
of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking
statements made in this report speak only as of the date hereof and we disclaim any obligation, except as required by law, to provide
updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.



Use of Terms



Except where the context otherwise requires and
for the purposes of this report only:



| | · | “Glorywin”, “Company,” “we,” “us,” or “our” are to the combined business of Glorywin Entertainment Group Inc., a Nevada corporation, and its consolidated subsidiaries: Wonderful Gate Strategy Company Limited, Top Point Limited and GWIN Co Ltd;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | “Wonderful Gate” is to Wonderful Gate Strategy Company Limited, a company incorporated in Macau;                                                                                                                                                   
| | · | “Top Point” is to Top Point Limited, a company incorporated in Samoa;                                                                                                                                                                              
| | · | “Gwin” is to Gwin Co Lrd, a company incorporated in Kingdom of Cambodia;                                                                                                                                                                           
| | · | “Cambodia” is to the Kingdom of Cambodia;                                                                                                                                                                                                          
| | · | “SEC” is to the Securities and Exchange Commission;                                                                                                                                                                                                
| | · | “Exchange Act” is to the Securities Exchange Act of 1934, as amended;                                                                                                                                                                              
| | · | “Securities Act” is to the Securities Act of 1933, as amended; and                                                                                                                                                                                 
| | · | “U.S. dollars,” “dollars” and “$” are to the legal currency of the United States.                                                                                                                                                                  



Overview of our Business



The Company was formed in the state of Nevada
on August 26, 2010 under the name "Zippy Bags, Inc." to provide retail sales of snowboard carrying bags to the general public.



After the takeover by new management on June 17,
2014, the Company, through its 100% indirectly owned subsidiary, Wonderful Gate, became principally engaged in the service of introducing
sub-junkets and information technology infrastructure to land-based casinos. For sub-junkets introduction service and IT infrastructure
introduction service performed, we charge 0.2% and 0.05%, respectively, of total bets played by players introduced by sub-junkets to the
casinos located in Cambodia.







16







On October 30, 2014, the Company filed a certificate
of amendment (the "Amendment") to its Certificate of Incorporation with the Secretary of State of the State of Nevada in order
to change its name to "Glorywin Entertainment Group, Inc." in order to better reflect the direction and business of the Company.
The Company has adopted a fiscal year end of March 31.



We have established a website (www.glorywinentertainment.com)
which sets forth general information for the Company.



Based on our current operating plan, we expect
that we will be able to generate revenue that is sufficient to cover our expenses for the next twelve months. Our ability to maintain
sufficient liquidity is dependent on our ability to raise additional capital.



Recent Development



In January 2016, we have started preparing ourselves
to achieve all requirements in order to up-list to NASDAQ. We are confident to achieve all up-listing requirements in the next 6 months
then we will submit our application for up-listing.



After the Company launched mobile application
for Android operating system phone users on August 1, 2015, the Company started the process to develop the mobile applications for IOS
operating system phone users. Mobile applications are intended to provide online gaming to customers where such activity is legal. The
software is provided by a third party vendor who is providing the on-line casino platform in selected markets. Development of the
gaming mobile applications requires the Company to customize the appearance and branding of the third party software, and establish merchant
services to accept payments and facilitate distribution of winnings profits.



Player acquisition is a key factor for organic
growth in the online gaming industry. Players are primarily acquired from affiliates for a fixed fee or percentage of earnings based on
negotiated predetermined criteria. Affiliates are websites or individuals that attract players through various means such as player news/interest
websites, email campaigns or other relationships. The key is that payment to affiliates takes place only when negotiated criteria are
met. The criteria may be player minimum deposit, level of play, or revenue earned. The critical element is that unlike most marketing
campaigns, the revenues returned by marketing are generally predictable.



The key elements of player retention are the creation of exciting opportunities
to maintain player interest and increase play frequency. Similar to land-based casino's compensation programs, the tools used for this
purpose include prizes, "free money," opportunities to play against famous (or infamous) players, and tournament qualifications.



Results of Operations



Comparison of Three Months Ended December 31,
2016 and 2015



Sales revenue . Our sales revenue
is primarily generated from introducing players to casinos throughout the Asian region. Sales revenue decreased by $1,948,295 or 43%,
to $NIL for the three months ended December 31, 2016, from $1,948,295 for the same period in 2015. The decrease was  due to the cessation
of operations.



Cost of sales . We have no cost
of sales in view of the nature of our business as earning commission from land based casinos. Hence our cost of sales is Nil for both
three months ended December 31, 2016 and 2015.



Gross profit . Our gross profit
is equal to the difference between our sales revenue and our cost of sales. Due to the nature of our business merely earning commission
from land based casinos, we have no cost of sales and gross profit remained 100% of sales. Gross profit decreased to $(41,513) for the
three months ended December 31, 2016, from $1,274,590 for the same period in 2015. The decrease in our gross profit margin was mainly
attributable to cessation of operations.



Selling, General and Administrative expenses . Our administrative
expenses consist of the costs associated with staff and support personnel who manage our business activities. Our administrative expenses
decreased by $897,514, or 69%, to $407,093 for the three months ended December 31, 2015, from $1,304,607 for the same period in 2014.
As a percentage of sales revenue, administrative expenses decreased to 21% for the three months ended December 31, 2015, as compared to
96% for the same period in 2014. High administrative expenses in for the same period in 2014 was primarily because there were shares issued
for services valued at fair market value in addition to salaries and rental expenses. There were no shares issued for the same period
in 2015 which led to decrease in administrative expenses.







17







Liquidity and Capital Resources



As of December 31, 2015, we had cash and cash
equivalents of $13,015, primarily consisting of cash on hand and demand deposits. We believe that our existing sources of liquidity will
be sufficient to fund our operations, anticipated capital expenditures, working capital and other financing requirements for at least
the next twelve months.



The following table summarizes total assets, accumulated profit, stockholder's
equity and working capital as of December 31, 2016 and March 31, 2016.



|                              |  | December 31, 2016 |            |   | March 31, 2016 |  
|----------------------------- |  | ----------------- | ---------- | - | -------------- | -
|Total Assets                  |  | $                 | 252        |   |                | $
|                              |  |                   |            |   |                |  
|Accumulated Profit            |  | $                 | (2,022,517 | ) |                | $
|                              |  |                   |            |   |                |  
|Stockholders' Equity          |  | $                 | (91,903    | ) |                | $
|                              |  |                   |            |   |                |  
|Net Working Capital (Deficit) |  | $                 | (91,903    | ) |                | $



Operating Activities



Net cash provided by operating activities was
$(188) for the nine months ended December 31, 2016, compared with $(200,959) for the same period in 2015. The increase in net cash provided
by operating activities was mainly because net income has increased.



Investing Activities



Net cash used in investing activities was $NIL
for the nine months ended December 31, 2016, compared with $(91,159) in the same period in 2015. The net cash used in investing activities
during the nine months ended December 31, 2015 was primarily used for refurbish cost for the casino building leased under Gwin.



Financing Activities



Net cash used in financing activities was $91,159
for the nine months ended December 31, 2015, compared with net cash provided by financing activities of $NIL for the same period
in 2016. The decrease in net cash provided by financing activities resulted from the Company has repaid the advances to related parties.



Inflation



Inflation and changing prices have not had a material
effect on our business, and we do not expect that inflation or changing prices will materially affect our business in the foreseeable
future. However, our management will closely monitor price changes in the Cambodian economy and our industry and continually maintain
effective cost controls in operations.



Off Balance Sheet Arrangements



We do not have any off balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, sales
or expenses, results of operations, liquidity or capital expenditures, or capital resources that are material to an investment in our
securities.







18







Critical Accounting Policies



Critical accounting policies are those we believe
are most important to portraying our financial conditions and results of operations and also require the greatest amount of subjective
or complex judgments by management. Judgments and uncertainties regarding the application of these policies may result in materially different
amounts being reported under various conditions or using different assumptions. See Note 2 to our unaudited consolidated financial statements
included elsewhere in this report.



Revenue Recognition



Revenues from service contracts are recognized as services are performed
if collectability is reasonably assured.



The Company is engaged in service of introducing
of sub-junkets and information technology (IT) company to land-based casinos and receiving an agreed percentage of total bets as revenue.
For sub-junkets introduction service and IT infrastructure introduction service performed, the Company charges 0.2% and 0.05%, respectively,
of total bets played by players introduced by sub-junkets to the casinos located in Cambodia.



Recently Issued Accounting Pronouncements



In August 2015, the FASB issued ASU 2015-14, “Revenue
from Contracts with Customers (Topic 606): Deferral of the Effective Date”. The amendments in ASU 2015-14 defer the effective date
of ASU 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans
should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods
within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016,
including interim reporting periods within that reporting period. The Company is currently in the process of evaluating the impact of
the adoption on its consolidated financial statements.



In September 2015, the FASB issued ASU 2015-16,
“Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments”. The amendments in ASU
2015-16 require that an acquirer recognize adjustments to estimated amounts that are identified during the measurement period in the reporting
period in which the adjustment amounts are determined. The amendments require that the acquirer record, in the same period’s financial
statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change
to the estimated amounts, calculated as if the accounting had been completed at the acquisition date. The amendments also require an entity
to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period
earnings by line item that would have been recorded in previous reporting periods if the adjustment to the estimated amounts had been
recognized as of the acquisition date. The adoption of this standard is not expected to have a material impact on the Company’s
consolidated financial statements.



In January 2016, the FASB issued ASU 2016-01,
“Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”.
Among other things, the amendments in ASU 2016-01 require equity investments (except those accounted for under the equity method of accounting,
or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income,
public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes,
separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities
or loans and receivables), and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions
used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The adoption of
this standard is not expected to have a material impact on the Company’s consolidated financial statements.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|------- | -----------------------------------------------------------



Not Applicable.







19







|ITEM 4. | CONTROLS AND PROCEDURES.
|------- | ------------------------



We maintain disclosure controls and procedures
that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified
in the Securities Exchange Commission (“SEC”) rules and forms, and that such information is accumulated and communicated to
our management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as appropriate,
to allow timely decisions regarding required disclosure.



Limitations on the Effectiveness of Disclosure Controls



In designing and evaluating the Company's disclosure
controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally,
in designing disclosure controls and procedures, Company management necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part
upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions.



Evaluation of Disclosure Controls and Procedures



Our CEO and CFO have evaluated the effectiveness
of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by
this report. Based on the evaluation, they concluded that our disclosure controls and procedures are not effective in timely alerting
them to material information relating to us that is required to be included in our periodic SEC filings and ensuring that information
required to be disclosed by us in the reports we file or submit under the Act is accumulated and communicated to our management, including
our chief financial officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure,
for the following reasons:



| | · | The Company does not have an independent board of directors or audit committee;              
| | - | ---------------------------------------------------------------------------------------------
| | · | We do not have an independent body to oversee our internal controls over financial reporting.



We plan to rectify these weaknesses by implementing an independent
board of directors.



Changes in Internal Control over Financial
Reporting



We regularly review our system of internal control
over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that
we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems,
consolidating activities, and migrating processes.



There were no changes in our internal controls
over financial reporting during the third quarter of 2015 that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.







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PART II

OTHER INFORMATION





|ITEM 1. | LEGAL PROCEEDINGS.
|------- | ------------------



From time to time, we may become involved in various
lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties,
and an adverse result in these, or other matters, may arise from time to time that may harm our business. We are currently not aware of
any such legal proceedings or claims that we believe will have a material adverse effect on our business, cash flows, financial condition
or operating results.



|ITEM 1A. | RISK FACTORS.
|-------- | -------------



Not applicable.



|ITEM 2. | DEFAULTS UPON SENIOR SECURITIES.
|------- | --------------------------------



None.



|ITEM 3. | MINE SAFETY DISCLOSURES.
|------- | ------------------------



Not applicable.



|ITEM 4. | OTHER INFORMATION.
|------- | ------------------



We have no information to disclose that was required
to be in a report on Form 8-K during the third quarter of 2015, but was not reported. There have been no material changes to the procedures
by which security holders may recommend nominees to our board of directors.



|ITEM 5. | EXHIBITS.
|------- | ---------



The list of exhibits in the Exhibit Index to this
report is incorporated herein by reference.









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SIGNATURES



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





|Date: June 15, 2022 | GLORYWIN ENTERTAINMENT GROUP INC.    
|------------------- | -------------------------------------
|                    |                                      
|                    |                                      
|                    | By:                                  
|                    | Sorphea Rath, Chief Executive Officer
|                    | (Principal Executive Officer)        



| | By:                                                                | /s/ Solin Hoem
| | ------------------------------------------------------------------ | --------------
| | Solin Hoem, Chief Financial Officer                               
| | (Principal Financial Officer and Principal
    Accounting Officer)







22











EXHIBIT INDEX





|Exhibit No. |  | Description                                                                                                                                                      
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1        |  | Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                   
|31.2        |  | Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                   
|32.1        |  | Certifications of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|32.2        |  | Certifications of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|101         |  | Interactive data files pursuant to Rule 405 of Regulation S-T (furnished herewith).                                                                              







23