Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



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



For the quarterly period ended June 30, 2016



or



☐  TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



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.)



Room 8, 20/F, AIA Tower,Nos 251A-301, Avenida
Commercial de Macau, Macau

(Address of principal executive offices)



+853 8294-2333

(Registrant's telephone number)



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
☒



APPLICABLE ONLY TO CORPORATE ISSUERS:



Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date: 20,900,338 shares of $0.001 par value common stock outstanding as of August 7, 2015.















GLORYWIN ENTERTAINMENT GROUP INC.

FORM 10-Q

Quarterly Period Ended June 30, 2016



TABLE OF CONTENTS



|                                                  | Page                                                                                                                        
|------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------
|                                                  |                                                                                                                             
|SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS | 3                                                                                                                           
|                                                  |                                                                                                                             
|PART I. FINANCIAL INFORMATION                     | 4                                                                                                                           
|Item 1.                                           | Financial Statements                                                                                                        
|                                                  | Consolidated Balance Sheets as of June 30, 2016 (Unaudited) and March 31, 2016                                              
|                                                  | Consolidated Statements of Operations and Comprehensive Income (Unaudited) for the Three Months ended June 30, 2016 and 2015
|                                                  | Consolidated Statements of Cash Flows (Unaudited) for the Three Months ended June 30, 2016 and 2015                         
|                                                  | Notes to Unaudited Consolidated Financial Statements                                                                        
|Item 2.                                           | Management's Discussion and Analysis of Financial Condition and Results of Operations                                       
|Item 3.                                           | Quantitative and Qualitative Disclosures About Market Risk                                                                  
|Item 4.                                           | Controls and Procedures                                                                                                     
|                                                  |                                                                                                                             
|PART II. OTHER INFORMATION                        | 16                                                                                                                          
|Item 1.                                           | Legal Proceedings                                                                                                           
|Item 1A.                                          | Risk Factors                                                                                                                
|Item 2.                                           | Unregistered Sales of Equity Securities and Use of Proceeds                                                                 
|Item 3.                                           | Defaults Upon Senior Securities                                                                                             
|Item 4.                                           | Mine Safety Disclosures                                                                                                     
|Item 5.                                           | Other Information                                                                                                           
|Item 6.                                           | Exhibits                                                                                                                    
|                                                  |                                                                                                                             
|SIGNATURES                                        | 17                                                                                                                          







2











Unless otherwise noted, references in this registration
statement to "Glorywin Entertainment Group Inc." the "Company," "we," "our" or "us"
means Glorywin Entertainment Group Inc. and its subsidiaries.



FORWARD-LOOKING STATEMENTS



This document contains "forward-looking statements".  All
statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities
laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies
and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding
future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.



Forward-looking statements may include the words
"may, "could," "estimate," "intend," "continue," "believe," "expect"
or "anticipate" or other similar words. These forward-looking statements present our estimates and assumptions only as of the
date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as
of the dates on which they are made. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update
any forward-looking statement.  Additionally, the safe harbor provisions of the Private Securities Litigation Reform Act of
1995 most likely do not apply to our forward-looking statements as a result of being a penny stock issuer.  You should, however,
consult further disclosures we make in future filings of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K.



Although we believe the expectations reflected
in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any
of our forward-looking statements.  Our future financial condition and results of operations, as well as any forward-looking
statements, are subject to change and inherent risks and uncertainties.



AVAILABLE INFORMATION



We file annual, quarterly and special reports
and other information with the SEC that can be inspected and copied at the public reference facility maintained by the SEC at 100 F Street,
N.E., Room 1580, Washington, D.C. 20549-0405. Information regarding the public reference facilities may be obtained from the SEC by telephoning
1-800-SEC-0330. The Company's filings are also available through the SEC's Electronic Data Gathering Analysis and Retrieval System which
is publicly available through the SEC's website (www.sec.gov). Copies of such materials may also be obtained by mail from the public reference
section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0405 at prescribed rates.





3











PART I - FINANCIAL INFORMATION



Item 1. Financial Statements



GLORYWIN ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

As of June 30, 2016 and March 31, 2016



|                                                                                                                                               |  | June 30,    |            |   | March 31, |  
|---------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ---------- | - | --------- | -
|                                                                                                                                               |  | 2016        |            |   | 2016      |  
|                                                                                                                                               |  | (Unaudited) |            |   |           |  
|ASSETS                                                                                                                                        
|Current assets                                                                                                                                 |  |             |            |   |           |  
|Cash and cash equivalents                                                                                                                      |  | $           | 252        |   |           | $
|Accounts receivable                                                                                                                            |  |             | –          |   |           |  
|Other current assets                                                                                                                           |  |             | –          |   |           |  
|Total current assets                                                                                                                           |  |             | 252        |   |           |  
|Total assets                                                                                                                                   |  | $           | 252        |   |           | $
|                                                                                                                                               |  |             |            |   |           |  
|LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                                                                                                 |  |             |            |   |           |  
|Current liabilities                                                                                                                            |  |             |            |   |           |  
|Accrued liabilities and other payables                                                                                                         |  | $           | 57,895     |   |           | $
|Taxes payable                                                                                                                                  |  |             | –          |   |           |  
|Other payables - related parties                                                                                                               |  |             | –          |   |           |  
|Total current liabilities                                                                                                                      |  |             | 57,895     |   |           |  
|Total liabilities                                                                                                                              |  |             | 57,895     |   |           |  
|                                                                                                                                               |  |             |            |   |           |  
|Shareholders' equity (deficit)                                                                                                                 |  |             |            |   |           |  
|Common stock, $0.001 par value, 490,000,000 shares authorized, 50,900,338 shares issued and outstanding as of June 30, 2016 and March 31, 2016 |  |             | 50,900     |   |           |  
|Additional paid-in capital                                                                                                                     |  |             | 1,890,996  |   |           |  
|Accumulated other comprehensive loss                                                                                                           |  |             | (11,282    | ) |           |  
|Retained earnings                                                                                                                              |  |             | (1,988,258 | ) |           |  
|Total shareholders' equity (deficit)                                                                                                           |  |             | (57,643    | ) |           |  
|Total liabilities and shareholders' equity (deficit)                                                                                           |  | $           | 252        |   |           | $





See notes to unaudited consolidated financial statements





4









GLORYWIN ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

For the Three Months Ended June 30, 2016 and 2015

(Unaudited)



|                                         |  | For the Three Months Ended June 30, |           
|---------------------------------------- |  | ----------------------------------- | ----------
|                                         |  | 2016                                |           
|                                         |  |                                     |           
|Revenues                                 |  | $                                   | –         
|Gross profit                             |  |                                     | –         
|Operating expenses:                      |  |                                     |           
|General and administrative expenses      |  |                                     | 24,445    
|Professional fees                        |  |                                     | –         
|Total operating expenses                 |  |                                     | 24,445    
|Income before provision for income taxes |  |                                     | (24,445   
|Provision for income taxes               |  |                                     | –         
|Net income                               |  | $                                   | (24,445   
|                                         |  |                                     |           
|Comprehensive income                     |  |                                     |           
|Net income                               |  | $                                   | (24,445   
|Total comprehensive income               |  | $                                   | (24,445   
|                                         |  |                                     |           
|Net income per share                     |  |                                     |           
|Basic                                    |  | $                                   | 0.00      
|Diluted                                  |  | $                                   | 0.00      
|Weighted average shares outstanding      |  |                                     |           
|Basic                                    |  |                                     | 50,900,338
|Diluted                                  |  |                                     | 50,900,338





See notes to unaudited consolidated financial statements





5







GLORYWIN ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended June 30, 2016 and 2015

(Unaudited)



|                                                 |  | For the Three Months Ended June 30, |        
|------------------------------------------------ |  | ----------------------------------- | -------
|                                                 |  | 2016                                |        
|CASH FLOWS FROM OPERATING ACTIVITIES:            |  |                                     |        
|Net income                                       |  | $                                   | (24,445
|Changes in operating assets and liabilities:     |  |                                     |        
|Accounts receivable                              |  |                                     | –      
|Other current assets                             |  |                                     | –      
|Taxes payable                                    |  |                                     |        
|Accrued liabilities and other payables           |  |                                     | 24,633 
|                                                 |  |                                     |        
|NET CASH PROVIDED BY OPERATING ACTIVITIES        |  |                                     | 188    
|                                                 |  |                                     |        
|CASH FLOWS FROM FINANCING ACTIVITIES:            |  |                                     |        
|Distributions to shareholders                    |  |                                     | –      
|Proceeds from related party advances             |  |                                     | –      
|Repayments to related party advances             |  |                                     | –      
|                                                 |  |                                     |        
|NET CASH USED IN FINANCING ACTIVITIES            |  |                                     | –      
|                                                 |  |                                     |        
|NET INCREASE IN CASH AND CASH EQUIVALENTS        |  |                                     | (188   
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |  |                                     | –      
|CASH AND CASH EQUIVALENTS AT END OF PERIOD       |  | $                                   | 252    





See notes to unaudited consolidated financial statements





6







Glorywin Entertainment Group, Inc. and Subsidiaries

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 Wenwei Wu, Taipan Pearl Sdn Bhd, Boom 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. During the three months ended June 30, 2015, 25 sub-junkets introduced by Wonderful Gate provided
service to two land-based casinos in Cambodia. Glorywin and its subsidiaries (collectively, the "Company", "us") do
not hold licence 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. As such, the transaction
was recorded on the purchase method of accounting at historical amounts.



After the above transactions, Taipan Pearl Sdn
Bhd owns 56.00% interest of the Company and became the biggest shareholder of the Company.



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



Note 2 – Significant Accounting Policies



Basis of Presentation



The consolidated financial statements include
the accounts of the Company and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated in the
consolidation. Certain information and footnote disclosures normally included in financial statements prepared in conjunction with U.S.
generally accepted accounting principles ("U.S. GAAP") have been condensed or omitted as permitted by the rules and regulations
of the United States Securities and Exchange Commission ("SEC"), although the Company believes that the disclosures contained
in this report are adequate to make the information presented not misleading. The consolidated balance sheet information as of June 30,
2016 was derived from the consolidated audited financial statements included in the Company's Annual Report on Form 10-K for the year
ended March 31, 2016. These consolidated financial statements should be read in conjunction with the annual consolidated audited financial
statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended March 31, 2016, and other reports
filed with the SEC.







7









The accompanying unaudited interim consolidated
financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present
fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations
for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken
as a whole.



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.



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 and Top Point is the USD. The financial statements are translated into US dollars
from HK$ at year-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.







8







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.



Reclassifications



Certain prior period amounts have been reclassified
to conform to the current period presentation. These reclassifications had no impact on net earnings and financial position.



Note 3 – Accounts Receivable



Accounts receivable consists of the following:



|                            |  |   | As of
                                                                                                                                                                                                         June
                                                                                                                                                                                                         30, 2016 |  |  |   | As of
                                                                                                                                                                                                         March
31, 2016 | 
|--------------------------- |  | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Introduction of IT company  |  | $ | –                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |  | $ | –                                                                                                                                                                                                                             | 
|Introduction of sub-junkets |  |   | –                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |  |   | –                                                                                                                                                                                                                             | 
|Total                       |  | $ | –                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |  | $ | –                                                                                                                                                                                                                             | 



As of June 30, 2016 and March 31, 2016, there
was no allowance for doubtful accounts provided.



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.5/2015 (the 2015 Budget
Law) extends 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 measures implemented through the 2015 Budget Law are extraordinary and there
can be no assurances that the exemption limit will increase, decrease or stay at its present level. 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 for the three months ended June 30, 2016 and 2015 was $nil
and $199,007, respectively.



The Company's subsidiary, Top Point, is incorporated
in Samoa, and is subject to company tax at a tax rate of 27%. No provision for income taxes in Samoa has been made as the Company had
no Samoa taxable income as of June 30, 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%.







9







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 for the three months ended
June 30, 2015 and 2014, respectively, are summarized as follows:



|               |  | Three Months Ended June 30, |  
|-------------- |  | --------------------------- | -
|               |  | 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 three
months ended June 30, 2015 and 2014:



|                                           |  | Three Months Ended June 30, |     
|------------------------------------------ |  | --------------------------- | ----
|                                           |  | 2016                        |     
|U.S. federal income tax rate               |  |                             | 34% 
|Foreign income note recognized in the U.S. |  |                             | (34%
|Macau Complementary tax                    |  |                             | –   
|Kingdom of Cambodia                        |  |                             | 0%  
|Effective of Income tax Difference         |  |                             | 3%  
|Total effective income tax rate            |  |                             | 15% 



Note 5 – Stockholders' Equity



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, 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.



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 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. The due to related parties amounts on June 30, 2016 and March 31, 2016 were as follows:





None







10







The balance of $325,900 on June 30, 2015 included
$7,692 that was paid by Wenwei Wu for acquisition of Wonderful Gate.



On June 17, 2014, Janet Somsen, the Glorywin's
original owner, sold 4,365,000 shares to Taipan Pearl Sdn Bhd and Wenwei Wu. As part of the security purchase agreement, all the debts
of the Glorywin as of the transaction date, including $11,719 of taxes payable, $1,650 of accounts payable, and $3,500 of notes payable
due to BK Consulting, would be repaid by Ms. Somsen. On the same day, Glorywin issued 10,195,294 restricted shares to Wenwei Wu, Taipan
Pearl Sdn Bhd, Boom Siong Lee and Zhen Long Ho for their interest in the 1,000 shares of Top Point. Simultaneously, Glorywin paid MOP60,000
(approximately $7,692) to acquire Wonderful Gate from Carmen Lum. Also see Note 1.



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 56.00% of the Company's interest. Pursuant to the Conditional Sale Agreement, the Company shall
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. The sale would be completed under conditions that the Target
Company becomes profitable within 12 months from the date of the Conditional Sale Agreement and that the Target Company maintains all
necessary licenses to be operational. If the two conditions are not satisfied, the amount paid will 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. As of June 30, 2015 and March 31, 2015, the Company paid a
total of $3,643,711 and $3,180,425, respectively. Since both the Conditional Sale Agreement and Supplementary Agreement are signed between
entities under common control, the transaction was recorded as a distribution to shareholder with the payment reflected as a deduction
on shareholder's equity (additional paid-in capital).



On November 18, 2014, the Company issued 600,000
restricted shares of common stock to Taipan Pearl Sdn Bhd and 100,000 restricted shares of common stock to Eng Wah Kung, the Company's
Chief Executive Officer, as consideration for their services provided. The total fair value of the common stock was $1,400,000 based
on the closing price of the Company's common stock on the date of grant.



Note 7 – Commitments and Contingencies



On May 19, 2014, the Company entered into an agreement
for the lease of an office in Macau for monthly rental of MOP10,000 (approximately $1,290). The original lease term began on May 19, 2014
and expired on April 18, 2015. On April 19, 2015, the Company renewed the agreement for another six months. The monthly rental for the
renewed lease is MOP11,000, or $1,410. The renewed lease will expire on November 18, 2015.



The total rent expenses for the three months ended
June 30, 2016 and 2015 were $0 and $3,734, respectively.



Note 8 – Subsequent Events



None







11









Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.



OVERVIEW AND OUTLOOK



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 Strategy Company Limited, 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 from the casinos located in Cambodia.



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 set 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 Developments



The Company is in the process of developing mobile
applications to provide 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 mobile application of gaming 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.



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.



On January 19, 2015, the Company entered into
a conditional agreement with the Company's major shareholder, Taipan Pearl Sdn Bhd to acquire 100% interest in GWIN Company Limited ("GWIN"),
operating Chetaeu De Bavet Club Co ("Chetaeu") a land based casino in Kingdom of Cambodia. Under the terms of the conditional
purchase agreement, the Company is entitle to 100% interest of the company. In consideration for the purchase, GWIN made a Refundable
Deposit of USD2,000,000 ("Deposit") and will take full operation of the land-based casino for a total of 12 months.
Upon the operations achieving at least positive revenue within that 12 months period, the transaction is considered completed with
Deposit being the Consideration Purchase Price.



On February 18, 2015, the Company entered into
a binding sub agreement worth $2 million with GWIN. Pursuant to the binding sub agreement, the Company would finance the construction
amount and working capital for operations of GWIN. GWIN has extensive experience in promoting gaming business in Asia, as well
as implementing fraud and risk control, payment processing and compliance with particular respect to gaming. It is envisaged that the
parties will work together in a joint venture to raise capital and contribute expertise with the intention of generating revenues, profits
and returning value to shareholders.







12







The Company is currently finalizing due diligence
on this transaction and incorporated as part of the due diligence will be an assurance that GWIN does not facilitate gaming in any jurisdictions
when such activities are illegal and are fully compliant with all laws pertaining to their current operation.





Results of Operations for the Three Months Ended June 30, 2015 and
2014



Sales



Revenue of $ 0 and $1,754,827 was recognized during the three months
ended June 30, 2016 and 2015.  The decrease of $1,754,827 was due to the cessation of operations



General and administrative expenses



General and administrative expenses were $24,445 for the three months
ended June 30, 2016 compared to $ 56, 217 for the three months ended June 30, 2015.



Net Profit / Loss



For the reasons above, net profit for the three months ended June 30,
2016 was $(24,445) as compared to $1,452,222, an decrease of $1,476,667.



LIQUIDITY AND CAPITAL RESOURCES



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 deficit, stockholder's
equity and working capital at June 30, 2016.



|                          |  | June 30, 2016 |            |   | June 30, 2015 |  
|------------------------- |  | ------------- | ---------- | - | ------------- | -
|Total Assets              |  | $             | 252        |   |               | $
|                          |  |               |            |   |               |  
|Accumulated Profit (Loss) |  | $             | (1,988,258 | ) |               | $
|                          |  |               |            |   |               |  
|Stockholders' Equity      |  | $             | (57,643    | ) |               | $
|                          |  |               |            |   |               |  
|Net Working Capital       |  | $             | (57,643    | ) |               | $



Net cash provided by operating activities totaled $(188) during the
three months ended June 30, 2016.



Satisfaction of Our Cash Obligations for the Next Twelve Months



Our plan for satisfying our cash requirements for the next twelve months
is through generating revenue from introduction of junket operations and technical service.



Inflation



The rate of inflation has had little impact on the Company's results
of operations and is not expected to have a significant impact on the continuing 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, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that is material to investors.







13







Critical Accounting Policies



We have identified the policies outlined below as critical to our business
operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting
policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally
accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related
to these policies on our business operations is discussed throughout management's Discussion and Analysis or Plan of Operation where such
policies affect our reported and expected financial results. Note that our preparation of the financial statements requires us to make
estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at
the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance
that actual results will not differ from those estimates.



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 from the casinos located in Cambodia.



Recently Issued Accounting Pronouncements



For information about new accounting pronouncements and the potential
impact on our Consolidated Financial Statements, see Note 3 of the Notes to Consolidated Financial Statements in our Form 10-K for the
year ended March 31, 2016.



Item 3. Quantitative and Qualitative Disclosure About Market Risk.



This item is not applicable as we are currently considered a smaller
reporting company.



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
and 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









14







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



None.





15







PART II - OTHER INFORMATION



Item 1. Legal Proceedings.



We know of no material pending legal proceedings to which our company
or subsidiary is a party or of which any of their property is the subject. In addition, we do not know of any such proceedings contemplated
by any governmental authorities.



We know of no material proceedings in which any director, officer or
affiliate of our company, or any registered or beneficial stockholder of our company, or any associate of any such director, officer,
affiliate, or stockholder is a party adverse to our company or subsidiary or has a material interest adverse to our company or subsidiary.



Item 1A. Risk Factors.



We are a smaller reporting company as defined by Rule 12b-2 of the
Exchange Act and are not required to provide the information required under this item.



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.



None.



Item 3. Defaults Upon Senior Securities.



None.



Item 4. Mine Safety Disclosures.



None.



Item 5. Other Information.



Appointment of Officer



On August 11, 2015, Carmen Lum resigned as the Company's Chief Financial
Officer and the Board of Directors appointed Mr. Gim Hooi Ooi as the Company's Chief Financial Officer, who will serves as the principal
financial officer of the Company.



There is no family relationship between Mr. Ooi and any of our other
officers and directors. There are no understandings or arrangements between Mr. Ooi and any other person pursuant to which
Mr. Ooi was appointed the Deputy Chief Financial Officer.



Gim Hooi Ooi , Age 34, has a background in banking and
financial services. He has been serving as a Senior Relationship Manager of Alliance Bank Malaysia Berhad since 2013. From 2012 to 2013,
he served as an Account Relationship Manager at Hong Leong Bank Berhad. From 2009 to 2012, he served as a Team Leader at UOB (M) Berhad.



Item 6. Exhibits.



|Exhibit |  | Exhibit Description                                                                           
|------- |  | ----------------------------------------------------------------------------------------------
|31.1    |  | Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
|31.2    |  | Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
|32.1    |  | Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
|32.2    |  | Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act











16









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.



|                    | GLORYWIN ENTERTAINMENT GROUP INC. |                        
|------------------- | --------------------------------- | -----------------------
|                    |                                   |                        
|Date: June 14, 2022 | By:                               | /s/Sorphea Rath        
|                    |                                   | Sorphea Rath           
|                    |                                   | Chief Executive Officer



|Date: June 14, 2022 | By: | /s/Solin Hoem           | 
|------------------- | --- | ----------------------- | 
|                    |     | Solin Hoem              | 
|                    |     | Chief Financial Officer







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