Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K



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

For the year ended March 31,
2016.



|☐ | 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

Avenida Commercial de Macau 251A-301

Macau

(Address of principal executive
offices)



+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(s) | Name of each exchange on which registered
|------------------- | ----------------- | -----------------------------------------
|                    |                   |                                          



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

(Title
of each class)

_________________





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



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☐



Indicate by check whether
the Registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities and 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes ☒ 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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. Yes ☐  No
☒



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



As of May 22, 2022, the aggregate market value of voting stock held
by non-affiliates of the registrant, based on the closing sales price of Common Stock on May 22, 2022, was approximately $4,309,956.



Indicate the number of
shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: 356,194,747 shares of
common stock par value $0.001 as of May 22, 2022.















Table of Contents



|         |                                                                                                              |  | Page
|-------- | ------------------------------------------------------------------------------------------------------------ |  | ----
|PART I   |                                                                                                              | 
|Item 1.  | Business                                                                                                     |  | 3   
|Item 1A. | Risk Factors                                                                                                 |  | 4   
|Item 1B. | Unresolved Staff Comments                                                                                    |  | 5   
|Item 2.  | Properties                                                                                                   |  | 5   
|Item 3.  | Legal Proceedings                                                                                            |  | 5   
|Item 4.  | Mine Safety Disclosures                                                                                      |  | 5   
|         |                                                                                                              |  |     
|PART II  |                                                                                                              | 
|Item 5.  | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 5   
|Item 6.  | Selected Financial Data                                                                                      |  | 6   
|Item 7.  | Management's Discussion and Analysis of Financial Condition and Results of Operations                        |  | 6   
|Item 7A. | Quantitative and Qualitative Disclosures about Market Risk                                                   |  | 9   
|Item 8.  | Financial Statements and Supplementary Data                                                                  |  | 9   
|Item 9.  | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 9   
|Item 9A. | Controls and Procedures                                                                                      |  | 9   
|Item 9B. | Other Information                                                                                            |  | 11  
|         |                                                                                                              |  |     
|PART III |                                                                                                              | 
|Item 10. | Directors, Executive Officers and Corporate Governance                                                       |  | 12  
|Item 11. | Executive Compensation                                                                                       |  | 14  
|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 14  
|Item 13. | Certain Relationships and Related Transactions, and Director Independence                                    |  | 15  
|Item 14. | Principal Accountant Fees and Services                                                                       |  | 16  
|         |                                                                                                              |  |     
|PART IV  |                                                                                                              | 
|Item 15. | Exhibits, Financial Statement Schedules                                                                      |  | 17  







2







PART I



Item 1. Business



Forward Looking Statements



This annual report contains forward-looking statements
that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as "may", "should", "expects", "plans",
"anticipates", "believes", "estimates", "predicts", "potential" or "continue"
or the negative of these terms or other comparable terminology. These statements are only predictions.



While these forward-looking statements, and any
assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business,
actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future
performance suggested in this report. Except as required by applicable law, we do not intend to update any of the forward-looking statements
to conform these statements to actual results.



Our audited financial statements are expressed
in US dollars and are prepared in accordance with generally accepted accounting principles in the United States of America. They reflect
all adjustments (all of which are normal and recurring in nature) that, in the opinion of management, are necessary for fair presentation
of our interim financial information.



The following discussion should be read in conjunction
with our financial statements and the related notes that appear elsewhere in this annual report.



As used in this annual report, the terms "we",
"us" and "our" mean Glorywin Entertainment Group Inc., unless otherwise indicate



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 three 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.









3







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 Banker's 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.



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 illegal
jurisdictions and are fully compliant  with all laws pertaining to their current operation.



Support and Services



Online support is provided to the Company and
sub-junkets by Casino's contracted independent IT company in Vietnam. The IT Company functions also as an independent third party, to
confirm on month end sales and commission for each individual party.



Competition



The market for the Company's businesses has relatively
low competition in the region of Southeast Asia, being in contract with licensed and regulated land-based casinos. Internationally, primary
competition would be expected from offshore gaming companies. With few exceptions, significant listed game companies (many of which are
listed on the stock exchanges) operate using their own software. We believe that we retain the ability to utilize the most profitable
platform available and are not restricted to a single platform.



Item 1A. Risk Factors



The following discussion of risk factors contains
forward-looking statements. These risk factors may be important to understanding any statement in this Form 10-K or elsewhere. The following
information should be read in conjunction with Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and the consolidated financial statements and related notes in Part II, Item 8, "Financial Statements
and Supplementary Data" of this Form 10-K.



The business, financial condition and operating
results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those
described below. Any one or more of such factors could directly or indirectly cause the Company's actual results of operations and financial
condition to vary materially from past or anticipated future results of operations and financial condition. Any of these factors, in
whole or in part, could materially and adversely affect the Company's business, financial condition, results of operations and stock
price.



Because of the following factors, as well as other
factors affecting the Company's financial condition and operating results, past financial performance should not be considered to be a
reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.







4







Legality of Gambling Globally and Regionally



Regulations relating to online gaming vary significantly
in different jurisdictions. Although the Company can set pre-emptive measures, it is still currently unable to ensure that sub-junkets
only receive deposits from gamers in jurisdictions in which we are legally entitled to provide services.



Money Laundering



The Company's online platform provides a borderless
access to people from across the globe. Although the Company tightly scrutinizes to prevent illegal gambling, it is unenviable that
money laundering may exist among sub-junkets without our knowledge. The Company is not in a position to predetermine the source
of funds from gamers.



Item 1B. Unresolved Staff Comments



None.



Item 2. Properties



We lease approximately 100 square feet at Room
8, 20/F, AIA Tower, Nos 251A-301, Avenida Commercial de Macau, Macau for a monthly rent of MOP 10,000. Our current lease expired on October,
2015. We believe that this office is suitable for our current operations and we do not anticipate requiring any additional property in
the foreseeable future.



We also leased a staff quarters in ZhuHai, China
for RMB 6,000 monthly rent. This quarters is relatively cheaper than hotel stays or house renting in Macau.



Item 3. Legal Proceedings



We are not aware of any legal proceedings to which
we are a party or of which our property is the subject. None of our directors, officers, affiliates, any owner of record or beneficially
of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party
adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any
other legal proceedings that have been threatened against us.



Item 4. Mine Safety Disclosures



Not applicable.



PART II



Item 5. Market for Registrant's Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities



Market Information



Our common stock is quoted under the symbol "GWIN" on the
OTCQB operated by the Financial Industry Regulatory Authority, Inc. ("FINRA").  Only a limited market exists for
our securities. There is no assurance that a regular trading market will develop, or if developed, that it will be sustained. Therefore,
a shareholder may be unable to resell his securities in our company.











5







The following table sets for the high and low
bid quotations for our common stock as reported on the OTCBB/OTCQB for the periods indicated, as applicable.



|Quarter Ended      |  | High |  | Low 
|------------------ |  | ---- |  | ----
|June 30, 2015      |  | 2.25 |  | 2.25
|September 30, 2015 |  | 1.41 |  | 1.40
|December 31, 2015  |  | 5.00 |  | 5.00
|March 31, 2016     |  | 4.75 |  | 4.75



|Quarter Ended      |  | High |  | Low 
|------------------ |  | ---- |  | ----
|June 30, 2014      |  | 0.86 |  | 0.56
|September 30, 2014 |  | 5.80 |  | 0.56
|December 31, 2014  |  | 2.95 |  | 1.25
|March 31, 2015     |  | 2.25 |  | 1.25



Holders of Common Stock



As of May 22, 2022, there were approximately 397
shareholders of 356,194,747 shares of our common stock.



Dividends



We have never paid dividends on our Common Stock.
We intend to follow a policy of retaining earnings, if any, to finance the growth of the business and does not anticipate paying any cash
dividends in the foreseeable future.



Securities Authorized for Issuance under Equity
Compensation Plans



As of March 31, 2016, we did not have any equity
compensation plans.



Recent Sales of Unregistered Securities



None.



Item 6.  Selected Financial Data



Not applicable for a smaller reporting company



Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations



The following discussion should be read in conjunction
with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The discussions of results, causes
and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.



Results of Operations for the Year Ended
March 31, 2016 and 2015



Sales



Revenue of $5,464,068 and $3,853,913 was recognized for the year ended
March 31, 2016 and 2015, respectively.  Revenues for the year ended March 31, 2016 were comprised of introduction fee of junkets
and technical support to three casinos.







6







General and administrative expenses



General and administrative expenses were $3,068,801
for the year ended March 31, 2016 compared to $2,267,046 for the year ended March 31, 2015, a decrease of $801,755. The majority of the
increase was due to shares issued for services valued at fair market value in addition to salaries and rental expenses.



Net Profit / Loss



Net loss for the year ended March 31, 2016 was $(2,912,521). 
For the year ended March 31, 2015, the Company recorded net income of $1,063,476.



Professional fees



Professional fees were $175,824 for the year ended
March 31, 2016 compared to $175,633 for the year ended March 31, 2015, an increase of $191 which resulted from the costs of being a public
company.



Interest Expense



Interest expense for the year ended March
31, 2016 is $0 compared to $0 for the year ended March 31, 2015.



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 March 31, 2016 and March 31, 2015.



|                       |  | March 31, 2016 |            |   | March 31, 2015 |  
|---------------------- |  | -------------- | ---------- | - | -------------- | -
|Total Assets           |  | $              | –          |   |                | $
|                       |  |                |            |   |                |  
|Accumulated  (Deficit) |  | $              | (1,974,907 | ) |                | $
|                       |  |                |            |   |                |  
|Stockholders' Deficit  |  | $              | (33,011    | ) |                | $
|                       |  |                |            |   |                |  
|Net Working Capital    |  | $              | (33,011    | ) |                | $



Net cash provided by operating activities total
$2,825,297 for the year ended March 31, 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 junket operations and technical service fees.



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.







7







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 engaged in provision of junket services
to bring VIP customers to the online operations of 3 land-based casinos in Cambodia.  The Company also provides technical support
services to these 3 casinos regarding their online casino platforms.  In summary, the Company is charging the 3 casinos 0.2% commission
regarding our junket services based on the amount of total bets played by the gamers introduced by the Company.  In addition, the
Company is charging the 3 casinos 0.05% technical support fees regarding our maintenance service to the online gaming platform of the
3 casinos.



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.



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".



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.







8







Recently Issued Accounting Pronouncements



In April 2014, the FASB issued ASU 2014-08, "Presentation
of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures
of Disposals of Components of an Entity". The amendments in the ASU change the criteria for reporting discontinued operations while
enhancing disclosures in this area. It also addresses sources of confusion and inconsistent application related to financial reporting
of discontinued operations guidance in U.S. GAAP. Under the new guidance, only disposals representing a strategic shift in operations
should be presented as discontinued operations. In addition, the new guidance requires expanded disclosures about discontinued operations
that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued
operations. The amendments in the ASU are effective in the first quarter of 2015 for public organizations with calendar year ends. Early
adoption is permitted. The Company does not expect the adoption to have a significant impact on its consolidated financial statements.



In May 2014, the FASB issued ASU 2014-09,
"Revenue from contracts with Customers (Topic 606)". This ASU affects any entity that either enters into contracts with customers
to transfer goods or services or enters into contracts for the transfer of non-financial assets. This ASU will supersede the revenue
recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. The ASU also supersedes some cost guidance
included in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts. The core principle of the guidance
is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects
the consideration to which the entity expects to be entitled in exchanged for those goods or services. The standard is effective for
annual reporting periods beginning after December 15, 2016, including interim 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 June 2014, the FASB issued ASU 2014-10, "Development
Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements". The amendments in this Update remove all incremental
financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the
cost and complexity associated with providing that information. The Company has elected to early adopt this ASU by removing the inception
to date information and all references to development stage.



Item 7A. Quantitative and Qualitative Disclosures
About Market Risk



Not required.



Item 8. Financial Statements and Supplementary
Data



Our financial statements are contained in pages F-1 through F-17,
which appear at the end of this report.



Item 9. Changes In and Disagreements with Accountants
on Accounting and Financial Disclosure



None.



Item 9A. Controls and Procedures



The Company's CEO and CFO are responsible for
establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act. Our internal control system was designed to provide reasonable assurance to the company's management and board of directors
regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed,
have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation.



In making its assessment of internal control over
financial reporting management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
in Internal Control-Integrated Framework. Because of the material weakness described in the following paragraphs, management believes
that, as of March 31, 2016, the Company's internal control over financial reporting was not effective based on those criteria.







9







Management's evaluation was retrospective and
conducted as of March 31, 2016, the last day of the fiscal year covered by this Form 10-K. Based upon management's evaluation, we have
concluded that our internal controls over financial reporting were not effective as of March 31, 2016 because we have not completed the
remediation (discussed elsewhere in this document) for the fiscal year ended March 31, 2016 due to the following material weaknesses:



Company-level controls. We did not
maintain effective company-level controls as defined in the Internal Control—Integrated Framework published by COSO. These deficiencies
related to each of the five components of internal control as defined by COSO (control environment, risk assessment, control activities,
information and communication, and monitoring). These deficiencies resulted in more than a remote likelihood that a material misstatement
of our annual or interim financial statements would not be prevented or detected. Specifically,



| | · | Our control environment did not sufficiently promote effective internal control over financial reporting throughout our organizational structure, and this material weakness was a contributing factor to the other material weaknesses described in this Item 9A;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Our board of directors
had not established adequate financial reporting monitoring activities to mitigate the risk of management override, specifically:
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------

| | – | no formally documented financial analysis was presented to our board of directors, specifically fluctuation, variance, trend analysis or business performance reviews;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | – | an effective whistleblower program had not been established;                                                                                                          
| | – | there was insufficient oversight of external audit specifically related to fees, scope of activities, executive sessions, and monitoring of results;                  
| | – | there was insufficient oversight of accounting principle implementation;                                                                                              
| | – | there was insufficient review of related party transactions; and                                                                                                      
| | – | there was insufficient review of recording of stock transactions.                                                                                                     



| | · | We did not maintained sufficient competent evidence to support the effective operation of our internal controls over financial reporting, specifically related to our board of directors' oversight of quarterly and annual SEC filings; and management's review of SEC filings, journal entries, account analyses and reconciliations, and critical spreadsheet controls;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | We had inadequate risk assessment controls, including inadequate mechanisms for anticipating and identifying financial reporting risks; and for reacting to changes in the operating environment that could have a material effect on financial reporting;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | There was inadequate communication from management to employees regarding the general importance of controls and employees duties and control responsibilities;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | We had inadequate monitoring controls, including inadequate staffing and procedures to ensure periodic evaluations of internal controls, to ensure that appropriate personnel regularly obtain evidence that controls were functioning effectively and that identified control deficiencies were remediated in a timely manner;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | We had an inadequate number of trained finance and accounting personnel with appropriate expertise in U.S. generally accepted accounting principles. Accordingly, in certain circumstances, an effective secondary review of technical accounting matters was not performed;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | We had inadequate controls over our management information systems related to program changes, segregation of duties, and access controls;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------



| | · | We had inadequate access and change controls over end-user computing spreadsheets. Specifically, our controls over the completeness, accuracy, validity and restricted access and review of certain spreadsheets used in the period-end financial statement preparation and reporting process were not designed appropriately or did not operate as designed; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | We were unable to assess the effectiveness of our internal control over financial reporting in a timely matter.
| | - | ---------------------------------------------------------------------------------------------------------------







10







Financial statement preparation and review procedures. We
had inadequate policies, procedures and personnel to ensure that accurate, reliable interim and annual consolidated financial statements
were prepared and reviewed on a timely basis. Specifically, we had insufficient: a) levels of supporting documentation; b) review and
supervision within the accounting and finance departments; c) preparation and review of footnote disclosures accompanying our financial
statements; and d) technical accounting resources. These deficiencies resulted in errors in the financial statements and more than a
remote likelihood that a material misstatement of our annual or interim financial statements would not be prevented or detected.



Inadequate reviews of account reconciliations,
analyses and journal entries. We had inadequate review procedures over account reconciliations, account and transaction analyses,
and journal entries. Specifically, deficiencies were noted in the following areas: a) management review of supporting documentation, calculations
and assumptions used to prepare the financial statements, including spreadsheets and account analyses; and b) management review of journal
entries recorded during the financial statement preparation process. These deficiencies resulted in a more than a remote likelihood that
a material misstatement of our annual or interim financial statements would not be prevented or detected.



Inadequate controls over purchases and disbursements.
We had inadequate controls over the segregation of duties and authorization of purchases, and the disbursement of funds. These weaknesses
increase the likelihood that misappropriation of assets and/or unauthorized purchases and disbursements could occur and not be detected
in a timely manner. These deficiencies resulted in errors in the financial statements and in more than a remote likelihood that a material
misstatement of our annual or interim financial statements would not be prevented or detected. Specifically,



| | · | We had inadequate procedures and controls to ensure proper segregation of duties within our purchasing and disbursements processes and accounting systems;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | We had inadequate procedures and controls to ensure proper authorization of purchase orders; and
| | - | ------------------------------------------------------------------------------------------------



| | · | We had inadequate approvals for payment of invoices and wire transfers.
| | - | -----------------------------------------------------------------------



This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual
report.



As of March 31, 2016, we had not completed the remediation of any of
these material weaknesses.



Attached as exhibits to this report are certifications of our CEO and
CFO, which are required in accordance with Rule 13a-14 of Securities Exchange Act of 1934, as amended. The discussion above in this Item
9A includes information concerning the controls and controls evaluation referred to in the certifications and those certifications should
be read in conjunction with this Item 9A for a more complete understanding of the topics presented.



We are committed to improving our internal control processes and will
continue to diligently review our internal control over financial reporting and our disclosure controls and procedures. The failure to
implement adequate controls may result in deficient and inaccurate reports under the Exchange Act.



Item 9B. Other Information



None.









11







PART III



Item 10. Directors, Executive Officers and
Corporate Governance



|Name           |  | Age |  | Position                            
|-------------- |  | --- |  | ------------------------------------
|Wen Wei Wu     |  | 49  |  | Non-Executive Chairman              
|Eng Wah Kung   |  | 51  |  | Chief Executive Officer and Director
|Carmen Lum     |  | 27  |  | Chief Financial Officer and Director
|Zhen Long Ho   |  | 38  |  | Chief Operating Officer and Director
|Boon Siong Lee |  | 34  |  | Director                            

Mr. Wen Wei WU, aged 49, is the non-executive Chairman of the Company.  He is a citizen of Macau, China.  Mr. Wu is a merchant.
From 1984 to 1989, he worked in Longhua Food Factory Co., Ltd. and Mali Plastics Co., Ltd. of Jinjiang City, Fujian Province, China respectively. 
In 1993, he went to Yiwu City of Zhejiang Province, China to engage in commerce and trade and successively established Yiwu Xiaomuma Ornament
Trading Company, Yiwu Weilainina Ornament Co., Ltd., Guangzhou Tiffany Ornament Co., Ltd., etc.  During his engaging in the trade
business, he studied law in the School of Politics of National University of Defense Technology of PLA and obtained a bachelor's degree.  
He also participated in many public bodies. In 2005, he established Jinhua Quanzhou Chamber of Commerce and held the post of president
of the chamber.  Later, he took the posts of permanent honorary chairman of Hong Kong Guying Village Natives Association, Hong Kong
Yangxi Social Club, Hong Kong Wu's Clan Association and Hong Kong Overseas Chinese General Chamber of Commerce.



Mr. Eng Wah KUNG, aged 51, is the CEO and executive director of the
Company. He holds a First Class Diploma in Hotel Management with Les Roches, Switzerland. He was the General Manager with Hic Inn, Cambodia
prior to joining the Company.  Mr. Kung has been a general manager for several Southeast Asian hotel operations companies since year
2003, including Nha trang Lodge, Vietnam and NCL Cambodia Pte Ltd. He has over 33 years in the senior general management position in the
Meetings/Incentives/Convention/Exhibition industry.  He is responsible for over-seeing the future MICE operations of the Company
using his extensive skills, knowledge and experience.  In fact, Mr. Kung has established good working relationships with the central
governments and local authorities of Cambodia, Vietnam and Malaysia.



Miss Carmen LUM, aged 28, is the CFO and executive director of the
Company. She is a Practicing Certified Financial Planner with the qualification obtained from the Financial Planning Association of Malaysia.
Miss Lum also holds a Bachelor's Degree (Hons) in Financial Economics from the University Tunku Abdul Rahman, Malaysia. Prior to joining
the Company, she had been a personal banker with United Overseas Bank, Kuala Lumpur office and a business development manager with the
Kuala Lumpur office of Allianz Insurance, a German listed company. Miss Lum has over 6 years' experience of private banking, financial
modeling, forecast, assets management and investment advisory services.  She is also the Vice President of Step Well Equity Inc.
a Nevada company which is principally engaged in provision of corporate finance advisory services to various listed and unlisted companies
in Hong Kong, China and Malaysia.



Mr. Zhen Long HO, aged 38, is the Chief Operating Officer and executive
director of the Company. He holds a Diploma of Computer Science/ Information Technology from the Institute Technologi Pertama, Malaysia.
Prior to joining the company, he is a programmer with Onyx Enterprise Sdn Bhd Malaysia from July 97 till May 2004. From June 2004 till
August 2011, he was a software development manager with Profdoc Sdn Bhd Malaysia. From September 2011 onwards, he has been acting as the
Chief Technology Officer of Neklstech Sdn Bhd, an Information Technology company providing software and healthcare consultancy. 
Mr. Ho has over 16 years in the IT industry.



Mr. Boon Siong LEE, aged 34, is an Executive director of the Company.
He holds a Bachelor's Degree in Computer Science / Informative Technology from Campbell University. Prior to joining the Company, he was
a System Engineer and System Architect with Game Flier (M) Sdn Bhd Malaysia and F-Secure Corporation Sdn Bhd.  Mr. Lee has over 11
years of experience in the IT industry.



Significant Employees



Other than as described above, we do not expect
any other individuals to make a significant contribution to our business.



Family Relationships



There are no family relationships among our directors,
executive officers or persons nominated or chosen by us to become directors or executive officers except that Alexander Kunz is the son
of Daniel Kunz.







12







Legal Proceedings



None of our directors, executive officers, promoters
or control persons has been involved in any of the following events during the past 10 years:



| | · | any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;                                                                                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                    
| | · | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);                                                                                                                                                 
| |   |                                                                                                                                                                                                                                                                                                    
| | · | being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
| |   |                                                                                                                                                                                                                                                                                                    
| | · | being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated any federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated;                                       
| |   |                                                                                                                                                                                                                                                                                                    
| | · | any judicial or administrative proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business activity;                                                                                                                                                     
| |   |                                                                                                                                                                                                                                                                                                    
| | · | and judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance laws and regulations, or any settlement to such actions; or                                                                                                       
| |   |                                                                                                                                                                                                                                                                                                    
| | · | any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.                                                                                                                                                                



Section 16(a) Beneficial Ownership Compliance Reporting



Section 16(a) of the Exchange Act requires our
directors, executive officers and persons who own more than 10% of our common stock to file reports regarding ownership of, and transactions
in, our securities with the SEC and to provide us with copies of those filings. Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons, we believe that during fiscal year ended March 31, 2016 our
directors, executive officers and 10% stockholders complied with all applicable filing requirements except that each of Eng Wah Kung and
Taipan Pearl Sdn Bhd was late in filing a Form 4 for acquisition of shares of the Company's common stock.



Code of Ethics



We have not yet adopted a code of ethics that
applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing
similar functions. We expect to adopt a code as we develop our business.



Audit Committee



We do not have an audit committee. Our entire
Board of Directors carries out the functions of the audit committee.



Our Board has determined that we do not have an
audit committee financial expert on our Board carrying out the duties of the audit committee. The Board has determined that the cost of
hiring a financial expert to act as a director and to be a member of the audit committee or otherwise perform audit committee functions
outweighs the benefits of having an audit committee financial expert on the Board.



Nomination Procedures for Directors



We do not have a nominating committee. Our Board
of Directors selects individuals to stand for election as members of the Board, and does not have a policy with regards to the consideration
of any director candidates recommended by our security holders. Our Board has determined that it is in the best position to evaluate our
company's requirements as well as the qualifications of each candidate when it considers a nominee for a position on our Board. If security
holders wish to recommend candidates directly to our Board, they may do so by communicating directly with our President at the address
specified on the cover of this annual report. There has not been any change to the procedures that our shareholder may recommend nominees
to our Board of Directors.







13







Item 11. Executive Compensation



The following summary compensation table sets
forth information concerning compensation for services rendered in all capacities during the years ended March 31, 2016 and 2015 awarded
to, earned by or paid to our executive officers. The value attributable to any Option Awards and Stock Awards reflects the grant date
fair values of stock awards calculated in accordance with FASB Accounting Standards Codification Topic 718. As described further in Note
6 – Stockholders' Equity - Common Stock Options to our consolidated year-end financial statements, the assumptions made in the valuation
of these option awards and stock awards is set forth.





|Name and Principal Position |  | Year |  | Salary |        |  | Bonus Awards |  |     | Stock Awards |  |  | Option Awards |  |  | Non-Equity Plan Compensation |     |  | All Other Compensation |  |         | Total | 
|--------------------------- |  | ---- |  | ------ | ------ |  | ------------ |  | --- | ------------ |  |  | ------------- |  |  | ---------------------------- | --- |  | ---------------------- |  | ------- | ----- | 
|                            |  |      |  |        |        |  |              |  |     |              |  |  |               |  |  |                              |     |  |                        |  |         |       | 
|                            |  |      |  |        | ($)    |  |              |  | ($) |              |  |  | ($)           |  |  |                              | ($) |  |                        |  | ($)     |       | 
|Wen Wei Wu                  |  | 2015 |  |        | –      |  |              |  | –   |              |  |  | –             |  |  |                              | –   |  |                        |  | –       |       | 
|Chairman                    |  | 2016 |  |        | –      |  |              |  | –   |              |  |  | –             |  |  |                              | –   |  |                        |  | –       |       | 
|Eng Wah Kung                |  | 2015 |  |        | 27,000 |  |              |  | –   |              |  |  | –             |  |  |                              | –   |  |                        |  | 225,000 |       | 
|CEO and Director            |  | 2016 |  |        | –      |  |              |  | –   |              |  |  | –             |  |  |                              | –   |  |                        |  | –       |       | 
|Carmen Lum                  |  | 2015 |  |        | 27,000 |  |              |  | –   |              |  |  | –             |  |  |                              | –   |  |                        |  | –       |       | 
|CFO and Director            |  | 2016 |  |        | –      |  |              |  | –   |              |  |  | –             |  |  |                              | –   |  |                        |  | –       |       | 
|Zhen Long Ho                |  | 2015 |  |        | 36,000 |  |              |  | –   |              |  |  | –             |  |  |                              | –   |  |                        |  | –       |       | 
|COO and Director            |  | 2016 |  |        | –      |  |              |  | –   |              |  |  | –             |  |  |                              | –   |  |                        |  | –       |       | 
|Boon Siong Lee              |  | 2015 |  |        | 40,500 |  |              |  | –   |              |  |  | –             |  |  |                              | –   |  |                        |  | –       |       | 
|Director                    |  | 2016 |  |        | –      |  |              |  | –   |              |  |  | –             |  |  |                              | –   |  |                        |  | –       |       | 
|Janet Somsen (1)            |  | 2016 |  |        | –      |  |              |  | –   |              |  |  | –             |  |  |                              | –   |  |                        |  | –       |       | 
|Former CEO and CFO          |  | 2015 |  |        | 266    |  |              |  | –   |              |  |  | –             |  |  |                              | –   |  |                        |  | –       |       | 



| | (1) | Janet Somsen resigned from all positions with the Company in June, 2014.
| | --- | ------------------------------------------------------------------------



Pension, Retirement or Similar Benefit Plans



There are no arrangements or plans in which we
provide pension, retirement or similar benefits to our directors or executive officers. We have no material bonus or profit sharing plans
pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may
be granted at the discretion of the Board of Directors or a committee thereof.



Compensation Committee



We currently do not have a compensation committee
of the Board of Directors or a committee performing similar functions. It is the view of the Board that it is appropriate for us not to
have such a committee because of our size and because the Board as a whole participates in the consideration of executive compensation.
None of our executive officers served as a director or member of the compensation committee of any entity that has one or more executive
officers serving on our Board.



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



The following table sets forth certain information
regarding beneficial ownership of the Company's Common Stock as of June 24, 2015 by (i) each person who is known by us to beneficially
own more than 5% of the Company's Common Stock; (ii) each of the Company's officers and directors; and (iii) all of the Company's officers
and directors as a group.



Beneficial ownership has been determined in accordance
with the rules and regulations of the Securities and Exchange Commission (the "Commission") and includes voting or investment
power with respect to the shares. Unless otherwise indicated, the persons named in the table below have sole voting and investment power
with respect to the number of shares indicated as beneficially owned by them. Capital stock beneficially owned and percentage ownership
is based on 20,800,338 shares of Common Stock outstanding on June 24_, 2015 and assuming the exercise of any options or warrants or conversion
of any convertible securities held by such person, which are presently exercisable or will become exercisable within 60 days of
June 24, 2015.







14







|Name of Beneficial Owner (1)    |  | Common Stock Beneficially Owned |            |     | Percentage of Common Stock (2) | 
|------------------------------- |  | ------------------------------- | ---------- | --- | ------------------------------ | 
|                                |  |                                 |            |     |                                | 
|Taipan Pearl Sdn Bhd (3)        |  |                                 | 11,648,235 | (3) |                                | 
|Wen Wei Wu (Chairman)           |  |                                 | 2,912,059  |     |                                | 
|Boon Siong Lee (Director)       |  |                                 | 400,000    |     |                                | 
|Eng Wah Kung (CEO and Director) |  |                                 | 100.000    |     |                                | 
|Carmen Lum (CFO and Director)   |  |                                 | 0          |     |                                | 
|Zhen Lung Ho (COO and Director) |  |                                 | 200,000    |     |                                | 



* Less than 1%



|(1) | Except as otherwise indicated, the corresponding address of each beneficial owner is Glorywin Entertainment Group Inc. , Room 8, 20/F, AIA Tower, No's 251A-301 Avenida Commercial De Macau, Macau.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Applicable percentage ownership is based on 20,800,338 shares of common stock outstanding as of March 31, 2015.                                                                                    
|(3) | Sing Hong Ting is the beneficial owner of the shares owned by Taipan Pearl Sdn Bhd.                                                                                                                



Change of Control



As of the date of this report, we had no pension
plans or compensatory plans or other arrangements that provide compensation in the event of a termination of employment or a change in
our control.



Item 13. Certain Relationships and Related
Transactions, and Director Independence



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 amount on March 31, 2015 and 2014 was as follows:



|Name of related parties |  | Relationship with the Company                |  | Interests of borrowing |    |  | March 31, 2015 |   |         | March 31, 2014 | 
|----------------------- |  | -------------------------------------------- |  | ---------------------- | -- |  | -------------- | - | ------- | -------------- | 
|Wenwei W u              |  | Shareholder of 14% of the Company's interest |  |                        | 0% |  |                | $ | 347,177 |                | 
|BK Consulting           |  | former majority shareholder                  |  |                        | 8% |  |                |   | –       |                | 
|Total                   |  |                                              |  |                        |    |  |                | $ | 347,177 |                | 



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 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, who was later appointed as Chief Financial Officer
of the Company. See Note 1 – NATURE OF BUSINESS for details.



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.



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 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 March 31, 2015, the Company paid a total of $3,180,425
and additional 463,286 as of the filing date. 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 is reflected as a reduction
of shareholders' equity (additional paid-in capital).







15







Related Person Transaction Policy



Our Board of Directors is responsible to approve
all related party transactions. We have not adopted written policies and procedures specifically for related person transactions.



Director Independence



The OTCQB on which our common stock is quoted
does not have any director independence requirements. We currently use NASDAQ's general definition for determining director independence,
which states that "independent director" means a person other than an officer or employee of the company or its subsidiaries
or any other individual having a relationship, that, in the opinion of the company's board of directors, would interfere with the exercise
of independent judgment in carrying out the responsibilities of the director. Glorywin Entertainment Group Inc. meet this definition of
independence.



Item 14. Principal Accountant Fees and Services



Audit and Non-Audit Fees



The following table sets forth the fees for professional
audit services and the fees billed for other services rendered by our auditors, M&K CPAS, PLLC and Malone Bailey, LLP, in connection
with the audit of our financial statements for the years ended March 31, 2015 and 2014, and any other fees billed for services rendered
by our auditors during these periods.



|                   |  | Year Ended
                                                                                                                          March
31, 2016
                                                                                                                          ($) |   |  | Year Ended
                                                                                March 31, 2015
($) | 
|------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - |  | ------------------------------------------------------------------------------------------------------------- | 
|Audit fees         |  |                                                                                                                                                                                                                                                                                   | 0 |  |                                                                                                               | 
|Audit-related fees |  |                                                                                                                                                                                                                                                                                   |   |  |                                                                                                               | 
|Tax fees           |  |                                                                                                                                                                                                                                                                                   |   |  |                                                                                                               | 
|All other fees     |  |                                                                                                                                                                                                                                                                                   |   |  |                                                                                                               | 
|Total              |  |                                                                                                                                                                                                                                                                                   | 0 |  |                                                                                                               | 



Since our inception, our Board of Directors, performing
the duties of the audit committee, has reviewed all audit and non-audit related fees at least annually. The Board, acting as the audit
committee, pre-approved all audit related services for the year ended March 31, 2016.







16







PART IV



Item 15. Exhibits, Financial Statement Schedules



|Exhibit No. |  | Description                                                                                   
|----------- |  | ----------------------------------------------------------------------------------------------
|3.1         |  | Articles of Incorporation (1)                                                                 
|3.2         |  | Bylaws (1)                                                                                    
|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



| | (1) | Incorporated herein by reference to exhibits to our registration statement on Form S-1 filed with the SEC on April 22, 2011.
| | --- | ----------------------------------------------------------------------------------------------------------------------------







17









SIGNATURES



Pursuant to the requirements of Section 13 or
15(d) of the Exchange Act, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.



|Date: June 13, 2022 | GLORYWIN ENTERTAINMENT GROUP INC.
|------------------- | ---------------------------------
|                    |                                  
|                    | By:                              
|                    |                                  
|                    |                                  
|                    |                                  
|                    | By:                              
|                    |                                  
|                    |                                  



Pursuant to the requirements of the Securities
Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the date indicated.



|Signature        |  | Capacity                                     |  | Date         
|---------------- |  | -------------------------------------------- |  | -------------
|                 |  |                                              |  |              
|/s/ Sorphea Rath |  | Chief Executive Officer and Director         |  | June 13, 2022
|Sorphea Rath     |  | (Principal Executive Officer)                |  |              
|                 |  |                                              |  |              
|/s/ Solin Hoem   |  | Chief Financial Officer and Director         |  | June 13, 2022
|Solin Hoem       |  | (Principal Financial and Accounting Officer) |  |              
|                 |  |                                              |  |              









18









GLORYWIN ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FISCAL YEARS ENDED MARCH 31, 2016 AND
2015

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS





|Report of Independent Registered Public Accounting Firm               | F
    - 2
|--------------------------------------------------------------------- | ---------
|Consolidated
    Financial Statements:                                |          
|Consolidated Balance Sheets                                           | F
    - 4
|Consolidated Statements of Operations and Comprehensive Income (Loss) | F
    - 5
|Consolidated Statements of Changes in Equity (Deficit)                | F
    - 6
|Consolidated Statements of Cash Flows                                 | F
    - 7
|Notes to Consolidated Financial Statements                            | F
    - 8







F-1











REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM



To the Board of Directors and Shareholders of

Glorywin Entertainment Group, Inc. and Subsidiaries,



We have audited the accompanying consolidated balance
sheet of Glorywin Entertainment Group, Inc. and its subsidiaries (collectively, the "Company") as of March 31, 2015, and the
related consolidated statements of operations and comprehensive income (loss), changes in stockholders' equity, and cash flows for the
year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on these financial statements based on our audit.



We conducted our audit in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration
of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly,
we express no such opinion. An audit included examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.



In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2015, and
the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted
in the United States of America.



/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

July 15, 2015









F-2









REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM







To the Board of Directors

Zippy Bags, Inc.

(A Development Stage Company)



We have audited the accompanying balance sheets
of Zippy Bags, Inc. (A Development Stage Company) as of March 31, 2014 and 2013, and the related statements of operations, changes in
stockholders' equity (deficit) and cash flows for the years then ended, and the period from inception on August 26, 2010 through March
31, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.



We conducted our audit in accordance with standards
of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The Company was not required to have, nor
were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control
over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such
opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred
to above present fairly, in all material respects, the financial position of Zippy Bags, Inc. (A Development Stage Company) as of March
31, 2014 and 2013, and the results of its operations and cash flows for the periods described above in conformity with accounting principles
generally accepted in the United States of America.



The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has
an accumulated deficit of $118,524 which raises substantial doubt about its ability to continue as a going concern. Management's plans
concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.





/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

June 4, 2014





F-3









GLORYWIN ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES

(FORMERLY ZIPPY BAGS, INC.)

CONSOLIDATED BALANCE SHEETS

As of March 31, 2016 and 2015





|                                                                                                                                                                           |  | As of March 31, |           
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- | ----------
|                                                                                                                                                                           |  | 2016            |           
|                                                                                                                                                                          
|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                                                                                                                                                        |  |                 |           
|Accounts payable                                                                                                                                                           |  | $               | –         
|Accrued liabilities and other payables                                                                                                                                     |  |                 | 33,263    
|Taxes payable                                                                                                                                                              |  |                 | –         
|Other payables – related parties                                                                                                                                           |  |                 | –         
|Convertible notes payable, related party, net                                                                                                                              |  |                 | –         
|Total current liabilities                                                                                                                                                  |  |                 | 33,263    
|Total liabilities                                                                                                                                                          |  |                 | 33,262    
|                                                                                                                                                                           |  |                 |           
|Shareholders' equity (deficit)                                                                                                                                             |  |                 |           
|Common stock, $0.001 par value, 490,000,000 shares authorized, 50,900,338 shares and 20,800,338 shares issued and outstanding as of  March 31, 2016 and 2015, respectively |  |                 | 50,900    
|Additional paid-in capital                                                                                                                                                 |  |                 | 1,890,996 
|Accumulated other comprehensive loss                                                                                                                                       |  |                 | (11,094   
|Retained earnings (deficit)                                                                                                                                                |  |                 | (1,963,813
|Total shareholders' deficit                                                                                                                                                |  |                 | (33,011   
|Total liabilities and shareholders' deficit                                                                                                                                |  | $               | 252       



The accompanying notes are an integral part of
the consolidated financial statements.





F-4











GLORYWIN ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES

(FORMERLY ZIPPY BAGS, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME (LOSS)

For the Fiscal Years Ended March 31, 2016 and
2015





|                                                |  | For the Years Ended March 31, |           
|----------------------------------------------- |  | ----------------------------- | ----------
|                                                |  | 2016                          |           
|Revenues                                        |  | $                             | 5,464,068 
|Gross profit                                    |  |                               | 5,464,068 
|Operating expenses:                             |  |                               |           
|General and administrative expenses             |  |                               | 3,068,801 
|Professional fees                               |  |                               | 175,824   
|Total operating expenses                        |  |                               | 3,244,625 
|Income (loss) from operations:                  |  |                               | 2,219,443 
|Other expenses:                                 |  |                               |           
|Loss on Discontinue Operations                  |  |                               | (5,131,974
|Interest Income                                 |  |                               | 11        
|Total other  expenses                           |  |                               | (5,131,963
|Income (loss) before provision for income taxes |  |                               | (2,912,521
|Provision for income taxes                      |  |                               | –         
|Net income (loss)                               |  | $                             | (2,912,521
|                                                |  |                               |           
|Comprehensive income (loss):                    |  |                               |           
|Net income (loss)                               |  | $                             | (2,912,521
|Other comprehensive loss                        |  |                               |           
|Foreign currency translation adjustment         |  |                               | –         
|Total comprehensive income (loss)               |  | $                             | (2,912,521
|                                                |  |                               |           
|Net income (loss) per share                     |  |                               |           
|Basic                                           |  | $                             | (0.13     
|Diluted                                         |  | $                             | (0.13     
|Weighted average shares outstanding             |  |                               |           
|Basic                                           |  |                               | 22,678,479
|Diluted                                         |  |                               | 22,648,479





The accompanying notes are an integral part of
the consolidated financial statements.







F-5









GlORYWIN ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES

(FORMERLY ZIPPY BAGS, INC.)

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS'
EQUITY (DEFICIT)

For the Years Ended March 31, 2016 and 2015







|                          |  | Number of Common Shares |            |  | Par Value of Common Stock |  |        | Additional Paid in Capital |  |  | Accumulated Deficit |  |  | Total Shareholder’s Equity |           
|------------------------- |  | ----------------------- | ---------- |  | ------------------------- |  | ------ | -------------------------- |  |  | ------------------- |  |  | -------------------------- | ----------
|                          |  |                         |            |  |                           |  |        |                            |  |  |                     |  |  |                            |           
|BALANCE AT MARCH 31, 2013 |  |                         | 182,500    |  |                           |  | 183    |                            |  |  | 41,817              |  |  |                            | (59,213   
|Net Loss – 3.31.14        |  |                         | –          |  |                           |  | –      |                            |  |  | 50,033              |  |  |                            | (59,311   
|Shares Issued             |  |                         | 9,622,544  |  |                           |  | 9,622  |                            |  |  | –                   |  |  |                            | –         
|BALANCE AT MARCH 31, 2014 |  |                         | 9,805,044  |  |                           |  | 9,805  |                            |  |  | 91,850              |  |  |                            | (118,524  
|Net Loss – 3.31.15        |  |                         | –          |  |                           |  | –      |                            |  |  | 1,598,193           |  |  |                            | 1,063,476 
|Shares Issued             |  |                         | 10,995,294 |  |                           |  | 10,995 |                            |  |  | –                   |  |  |                            | –         
|BALANCE AT MARCH 31, 2015 |  |                         | 20,800,338 |  |                           |  | 20,800 |                            |  |  | 1,690,043           |  |  |                            | 944,952   
|Net Loss – 3.31.16        |  |                         | –          |  |                           |  | –      |                            |  |  | 200,953             |  |  |                            | (2,919,859
|Shares Issued             |  |                         | 30,100,000 |  |                           |  | 30,100 |                            |  |  | –                   |  |  |                            | –         
|BALANCE AT MARCH 31, 2016 |  |                         | 50,900,338 |  |                           |  | 50,900 |                            |  |  | 1,890,996           |  |  |                            | (1,974,907





The accompanying notes are an integral part of
the consolidated financial statements.





F-6











GLORYWIN ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES

(FORMERLY ZIPPY BAGS, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Fiscal Years Ended March 31, 2016 and
2015





|                                                                                       |  | For the Years Ended |           
|-------------------------------------------------------------------------------------- |  | ------------------- | ----------
|                                                                                       |  | March 31, 2016      |           
|                                                                                       |  |                     |           
|CASH FLOWS FROM OPERATING ACTIVITIES                                                   |  |                     |           
|Net income (loss)                                                                      |  | $                   | (2,912,521
|Adjustments to reconcile net income/loss to net cash provided by operating activities: |  |                     |           
|Share based compensation - employees                                                   |  |                     | –         
|Share issued to third parties for services provided                                    |  |                     | 225,000   
|Share issued to related parties for services provided                                  |  |                     |           
|Loss on Discontinued Operations                                                        |  |                     | 5,131,974 
|Depreciation                                                                           |  |                     | 4,018     
|Changes in operating assets and liabilities:                                           |  |                     |           
|Accounts receivable                                                                    |  |                     | 463,205   
|Other current assets                                                                   |  |                     | 4,294     
|Deposits for long-term leases                                                          |  |                     | 295,000   
|Taxes payable                                                                          |  |                     | (343,971  
|Accrued liabilities and other payables                                                 |  |                     | (41,702   
|Other payables - related parties                                                       |  |                     | –         
|                                                                                       |  |                     |           
|NET CASH PROVIDED BY OPERATING ACTIVITIES                                              |  |                     | 2,825,297 
|CASH FLOW FROM INVESTING ACTIVITIES                                                    |  |                     |           
|Purchase of property, plant and equipment                                              |  |                     | (32,150   
|Cash paid for Construction in Process                                                  |  |                     | (2,965,593
|NET CASH USED IN INVESTING ACTIVITIES                                                  |  |                     | (2,997,743
|                                                                                       |  |                     |           
|CASH FLOWS FROM FINANCING ACTIVITIES                                                   |  |                     |           
|Distribution to shareholders                                                           |  |                     | –         
|Repayments of bank overdrafts                                                          |  |                     | –         
|Proceeds from related party notes payable                                              |  |                     | –         
|Proceeds from related party advances                                                   |  |                     | 381,765   
|Repayments of related party notes payable                                              |  |                     | –         
|Repayments to related party advances                                                   |  |                     | (413,873  
|                                                                                       |  |                     |           
|NET CASH USED IN FINANCING ACTIVITIES                                                  |  |                     | (32,108   
|                                                                                       |  |                     |           
|EFFECT OF EXCHANGE RATE ON CASH                                                        |  |                     | (9,168    
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                              |  |                     | (213,722  
|CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                         |  |                     | 213,974   
|CASH AND CASH EQUIVALENTS AT END OF YEAR                                               |  | $                   | 252       
|                                                                                       |  |                     |           
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                      |  |                     |           
|Cash paid for:                                                                         |  |                     |           
|Interest                                                                               |  | $                   | –         
|Income taxes                                                                           |  | $                   | –         
|NON-CASH DISCLOSURE OF CASH FLOW INFORMATION:                                          |  |                     |           
|Due to shareholder in connection with acquisition of Wonderful Gate                    |  | $                   | –         
|Debt forgiveness                                                                       |  | $                   | –         
|Shares issued for acquisition of  Top Point                                            |  | $                   | –         
|Debt discount on convertible notes payable                                             |  | $                   | –         
|Conversion of convertible notes payable to common stock                                |  | $                   | –         
|Note payable and accrued interest reclassified to convertible note                     |  | $                   | –         
|Debt and interest reclassified from non-related party to related party                 |  | $                   | –         





The accompanying notes are an integral part of
these consolidated financial statements.





F-7









GLORYWIN ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES

(FORMERLY ZIPPY BAGS, INC.)

NOTES TO 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. Ms. Lum was later appointed
as Chief Financial Officer of Glorywin and its subsidiaries, (collectively, the "Company", "us"). 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. The Company has introduced 25 sub-junkets to three land-based casinos in Cambodia to date,
and the Company itself does 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 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 56.00% 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



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
| | - | -------------------------------------------------------



Principles of Consolidation



The consolidated financial statements include the financial statements
of Glorywin, and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated on consolidation.



The following table depicts the identity of our subsidiaries as of
March 31, 2016:



None







F-8







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.



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 March
31, 2016 and 2015, the Company did not establish, based on a review of outstanding balances, an allowance for doubtful accounts.





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.



Fair value of Financial Instruments



Fair value is the price that would be received
from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When
determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers
the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when
pricing the asset or liability.



Authoritative literature provides a fair value
hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring
fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant
to the fair value measurement as follows:



Level 1 - Inputs are unadjusted quoted prices
in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.







F-9







Level 2 - Inputs include quoted prices for similar
assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active,
inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs
that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).



Level 3 - Unobservable inputs that reflect our
assumptions about the assumptions that market participants would use in pricing the asset or liability.



The Company's financial instruments consist principally
of cash, 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. For the entities whose functional currencies are
the HKD, results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated
at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating
to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances
on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into
USD are included in determining comprehensive income. A summary of the conversion rates for the periods presented is as follows:



|                                             |  | March 31, 2016 |  | March 31, 2015
|-------------------------------------------- |  | -------------- |  | --------------
|Period end (HKD: USD exchange rate)          |  | 7.7645         |  | 7.7545        
|                                             |  |                |  |               
|Average fiscal year (HKD: USD exchange rate) |  | 7.7638         |  | 7.7538        



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.



As all of the Company's revenues were derived from three casinos located
in Cambodia, its revenues and accounts receivable are subject to concentrations of credit risk. If any of the casinos has operating difficulties
and fails to make payment in time, the Company's cash flow would be suffered. Besides, the paying ability of the casinos is also dependent
on the political, economic and legal environment in Cambodia. The Company has not experienced any losses in such accounts, however,
no guarantee of future in-time payment can be made.







F-10







Basic and Diluted Earnings (Deficit) per Share



ASC 260 "Earnings per Share," requires
dual presentation of basic and diluted earnings (deficit) per share ("EPS") with a reconciliation of the numerator and denominator
of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS
reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into
common stock or resulted in the issuance of common stock that then shared in the earnings (deficit) of the entity. Basic net income (loss)
per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common
stock outstanding during the period. Diluted income (loss) per share is computed by dividing net income by the weighted average number
of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Potentially dilutive
common shares consist of common shares issuable upon the confirmation of subscriptions for shares and common stock options (using the
treasury stock method). For the periods presented, there were no outstanding potential common stock equivalents and therefore basic and
diluted earnings per share result in the same figure.



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".



Reverse Stock Split



All preferred and common share amounts (except par value and par value
per share amounts) have been retroactively restated to reflect the Company's one thousand-for-one reverse capital stock split effective
August 19, 2013, as described in Note 6.



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.



Note 3 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS



In April 2014, the FASB issued ASU 2014-08, "Presentation
of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures
of Disposals of Components of an Entity". The amendments in the ASU change the criteria for reporting discontinued operations while
enhancing disclosures in this area. It also addresses sources of confusion and inconsistent application related to financial reporting
of discontinued operations guidance in U.S. GAAP. Under the new guidance, only disposals representing a strategic shift in operations
should be presented as discontinued operations. In addition, the new guidance requires expanded disclosures about discontinued operations
that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued
operations. The amendments in the ASU are effective in the first quarter of 2015 for public organizations with calendar year ends. Early
adoption is permitted. The Company does not expect the adoption to have a significant impact on its consolidated financial statements.



In May 2014, the FASB issued ASU 2014-09, "Revenue
from contracts with Customers (Topic 606)". This ASU affects any entity that either enters into contracts with customers to transfer
goods or services or enters into contracts for the transfer of non-financial assets. This ASU will supersede the revenue recognition requirements
in Topic 605, Revenue Recognition, and most industry-specific guidance. The ASU also supersedes some cost guidance included in Subtopic
605-35, Revenue Recognition-Construction-Type and Production-Type Contracts. The core principle of the guidance is that an entity should
recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which
the entity expects to be entitled in exchanged for those goods or services. The standard is effective for annual reporting periods beginning
after December 15, 2016, including interim periods within that reporting period. The Company is currently in the process of evaluating
the impact of the adoption on its consolidated financial statements.







F-11







In June 2014, the FASB issued ASU 2014-10, "Development
Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements". The amendments in this Update remove all incremental
financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the
cost and complexity associated with providing that information. The Company has elected to early adopt this ASU by removing the inception
to date information and all references to development stage.



Note 4 – ACCOUNTS RECEIVABLE



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,
in our case, when the payment of the current month is not settled by the 7th of the following month. As of March 31, 2016, no postponement
on payment of revenue incurred.



Accounts receivable consists of the following:



|                              |  | As of March 31, 2016 |   |  | As of March 31, 2015 |  
|----------------------------- |  | -------------------- | - |  | -------------------- | -
|Introduction of IT company    |  | $                    | – |  |                      | $
|Introduction of sub - junkets |  |                      | – |  |                      |  
|Total                         |  | $                    | – |  |                      | $



As of March 31, 2016 and 2015, there was no allowance
for doubtful accounts provided.



Note 5 – 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 as of March 31, 2015 and 2014 was $344,002 and $nil, 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 March 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%.



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 years ended March
31, 2016 and 2015, respectively, are summarized as follows:



|               |  | Years ended March 31, |  
|-------------- |  | --------------------- | -
|               |  | 2016                  |  
|Current taxes  |  |                       | –
|Deferred taxes |  |                       | –
|Total          |  |                       | –







F-12







The table below summarizes the difference between
the U.S. statutory federal tax rate and the Company's effective tax rate for the years ended March 31, 2015 and 2014:



|                                                                  |  | Years ended March 31, |     
|----------------------------------------------------------------- |  | --------------------- | ----
|                                                                  |  | 2016                  |     
|U.S. federal income tax rate                                      |  |                       | 34% 
|Foreign income not recognized in the U.S.                         |  |                       | (34%
|Macau Complementary tax                                           |  |                       | 12% 
|Effect of income tax difference under different tax jurisdictions |  |                       | 3%  
|Total effective income tax rate                                   |  |                       | 15% 



The principal components of the deferred income
tax assets as of March 31, 2015 and 2014 are as follows:



|                                           |  |  | March 31, 2016 |  |  |  | March 31, 2015 | 
|------------------------------------------ |  |  | -------------- |  |  |  | -------------- | 
|Current deferred income tax assets         |  |  | –              |  |  |  | –              | 
|Less: valuation allowance, current portion |  |  | –              |  |  |  | –              | 
|Total                                      |  |  | –              |  |  |  | –              | 



For the years ended March 31, 2016 and 2015, respectively,
the Company produced net operating income (loss) before provision for income taxes of $1,666,134 and $(59,311), respectively. Based on
the available objective evidence, including the Company's history of its loss, management believed it is more likely than not that future
net deferred tax asset would not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net
deferred tax asset at March 31, 2015. No deferred tax assets or liabilities existed as of March 31, 2016.



The Company applied the provisions of ASC 740-10-50, "Accounting
for Uncertainty in Income Taxes", which provides clarification related to the process associated with accounting for uncertain tax
positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The
completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company's
liability for income taxes. Any such adjustment could be material to the Company's results of operations for any given quarterly or annual
period based, in part, upon the results of operations for the given period. As of March 31, 2015, the Company had no uncertain tax positions,
and will continue to evaluate for uncertain positions in the future.



Note 6 - 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 November 7, 2013, the Company issued 336 shares
of common stock as fractional shares from the August 19, 2013 reverse stock split.



On March 7, 2014, Janet Somsen, elected to convert
convertible notes in the amount of $8,530 into 4,265,000 shares of common stock.



On March 26, 2014, third party note holders elected
to convert convertible notes in the amount of $9,759 into 4,879,500 shares of common stock.



On March 26, 2014, BK Consulting elected to convert
convertible notes in the amount of $8,415 at a conversion price of $2 per share into 4,208 shares of common stock and convertible notes
in the amount of $947 at a conversion price of $0.002 into 473,500 shares of common stock.







F-13







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. Due to related party relationship, the transaction was accounted for as contributed
capital.



Note 7 – 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 amount on March 31, 2015 and 2014 was as follows:



|Name of related parties |  | Relationship with the Company                |  | Interests of borrowing |    |  | March 31, 2016 |   |   | March 31, 2015 | 
|----------------------- |  | -------------------------------------------- |  | ---------------------- | -- |  | -------------- | - | - | -------------- | 
|Wenwei W u              |  | Shareholder of 14% of the Company's interest |  |                        | 0% |  |                | $ | – |                | 
|BK Consulting           |  | Former majority shareholder                  |  |                        | 8% |  |                |   | – |                | 
|Total                   |  |                                              |  |                        |    |  |                | $ | – |                | 



The balance of $347,177 on March 31, 2015 included $7,692 that was
paid by Weiwei Wu for acquisition of Wonderful Gate.



On February 17, 2014, the Company exchanged a
note payable to Janet Somsen in the amount of $6,876 and accrued interest of $1,654 for a convertible promissory note in the amount of
$8,530. On March 7, 2014, Janet Somsen, elected to convert convertible notes in the amount of $8,530 into 4,265,000 shares of common stock.
The convertible note conversion was done within the conversion term. No gain (loss) was recorded for this conversion. Also see Note 8.



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, who was later appointed as Chief Financial Officer of the Company. Also see Note 1.



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.







F-14







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 March 31, 2015, the Company paid a total of $3,180,425
and additional 463,286 as of the filing date. 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 is reflected as a reduction
of shareholders' equity (additional paid-in capital).



Also see debts with related parties in Note 8.



Note 8 - DEBT



Officer Note



From time to time, the Company's the original
owner, Janet Somsen, advanced loans to the Company for operations at an 8% per annum interest date, due on demand. On February 17, 2014,
the Company exchanged the outstanding principal of $6,876 and accrued interest of $1,654 for a convertible promissory note in the amount
of $8,530. The convertible promissory note bears no interest and is convertible at the holders' discretion into common stock at a rate
of $0.002. On March 7, 2014, Janet Somsen, elected to convert convertible notes in the amount of $8,530 into 4,265,000 shares of common
stock.



The Company recorded interest expense in the amount
of $487 for the year ended March 31, 2014 related to the officer notes payable and included in interest expense $32 of imputed interest
on the convertible notes payable.



BK Consulting Notes Payable



From time to time the Company has received loans
from BK Consulting to fund operations at an 8% per annum interest rate, due on demand. During the year ended March 31, 2014, the Company
received proceeds in the amount of $1,419 and repaid $28,297 principal and $2,330 interest on notes payable to BK Consulting.



There was no principal balance due or accrued
interest existed at March 31, 2014. The Company recorded interest expense in the amount of $1,234 for the year ended March 31, 2014 related
to loans from BK Consulting.



Convertible Notes



During the year ended March 31, 2014, the Company
issued convertible promissory notes for aggregate proceeds in the amount of $22,621, from BK Consulting. These loans are noninterest bearing
and convertible at the holder discretion into common stock. Of the $22,621, $8,415 is convertible at a price of $2 per share, which was
adjusted for the reverse stock split on August 19, 2013 and $14,206 is convertible at a price of $0.002 per share. The Company recorded
$821 of imputed interest at a rate of 8% on these convertible notes during the year ended March 31, 2014. On March 26, 2014, BK Consulting,
elected to convert $9,362 of convertible notes into 477,708 share of common stock. The convertible note conversions were done within the
conversion term. No gain (loss) was recorded for these conversions.



On February 17, 2014, the Company exchanged a
note payable to Janet Somsen in the amount of $6,876 and accrued interest of $1,654 for a convertible promissory note in the amount of
$8,530. The convertible promissory note bears no interest and is convertible at the holders' discretion into common stock at a rate of
$0.002. On March 7, 2014, Janet Somsen, elected to convert convertible notes in the amount of $8,530 into 4,265,000 shares of common stock.
The Company recorded $32 of imputed interest at a rate of 8% on this convertible note during the year ended March 31, 2014. The convertible
note conversion was done within the conversion term. No gain (loss) was recorded for this conversion.







F-15







On March 25, 2014, BK Consulting sold an aggregate
of $9,759 in convertible notes to third party investors. On March 26, 2014, those note holders notified the Company and elected to convert
convertible notes in the amount of $9,759 into 4,879,500 shares of common stock. The Company did not record any imputed interest on these
third party convertible notes. The convertible note conversions were done within the conversion term. No gain (loss) was recorded for
these conversions.



As of March 31, 2014, the balance due on convertible
notes was $3,500. This balance was paid by Janet Somsen as part of the agreement to sell Glorywin's shares to Taipan Pearl Sdn Bhd and
Wenwei Wu on June 17, 2014, also see Note 1.



Discounts on Convertible Notes Payable



The Company calculates any beneficial conversion
feature embedded in its convertible notes via the intrinsic value method. The conversion feature was considered a discount to the notes,
to the extent the aggregate value of the conversion feature did not exceed the face value of the notes. These discounts are amortized
to interest expense through earlier of the term or conversion of the notes. During the year ended March 31, 2014, the Company recorded
debt discounts in the amount of $31,151. During the year ended March 31, 2014, the Company amortized debt discounts to interest expense
in the aggregate amount of $31,151.



Note 9 - COMMITMENTS AND CONTINGENCIES



On May 19, 2014, the Company entered into an agreement
for the lease of an office place 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 $1,419. The renewed lease will expire on November 18, 2015.



On May 1, 2014, the Company entered into an agreement
for the lease of a staff dormitory in Macau for monthly rental of HKD8, 000 (approximately $1,032). The lease term began on May 1, 2014.
The Company terminated the lease on January 31, 2015.



The total rent expenses for years ended March
31, 2016 and 2015 were $0 and $26,273, respectively.



On March 31, 2015, future annual lease payments
due pursuant to operation leases amounts to the following:



Fiscal Years Ended March 31,



|2016                |  | $ | 10,550 | 
|------------------- |  | - | ------ | 
|2017                |  |   | –      | 
|2018                |  |   | –      | 
|2019                |  |   | –      | 
|2020 and thereafter |  |   | –      | 
|Total               |  | $ | 10,550 | 



Note 10 - SUBSEQUENT EVENTS



None.





F-16