UNITED STATES SECURITIES AND
EXCHANGE COMMISSION WASHINGTON, D.C.
20549  FORM 10-K   x
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year
ended December 31, 2015  o
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
  THE SECURITIES EXCHANGE ACT OF 1934
  For the
transition period from ______to______.  Commission File
Number: 333-176694  SAN LOTUS HOLDING
INC. (Exact name of registrant
as specified in its charter)  California
 45-2960145(State or other
  jurisdiction of
  incorporation or
  organization)
 (I.R.S. Employer
  Identification Number)9368 VALLEY BLVD, SUITE 202
  ROSEMEAD,
  CA91770(Address of
  principal executive office and zip code)626-800-6861(Registrant’s
  telephone number, including area code)
 Indicate by check mark
if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes ̈Nox  Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the
Exchange Act. Yes ̈Nox  Indicate by check mark whether the issuer (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.  YesxNoo  Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Website, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (229.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post
such files).  YesxNoo  Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company.  See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of
the Exchange Act.  Lar        
  Large Accelerated filero
 
 Accelerated filerxNon-accelerated filero
 
 Smaller reporting companyo
  Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). YesoNox  Aggregate market value of
voting stock held by non-affiliates of the registrant as of June 30, 2014, was $41,288,402. All executive
officers of the registrant have been deemed “affiliates” solely for the purpose
of this calculation. Number of shares of Common
Stock outstanding as of March 7, 2016:42,003,333 shares of common stock.






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TABLE OF CONTENTS San Lotus Holding Inc. Annual Report on Form 10K For the Fiscal Year ended December 31, 2015  ITEM 1.BUSINESS.1  ITEM 1A.RISK FACTORS.7  ITEM 1B.UNRESOLVED STAFF COMMENTS.15  ITEM 2.PROPERTIES.15  ITEM 3.LEGAL PROCEEDINGS.16  ITEM 4.MINE SAFETY DISCLOSURES.17  ITEM 5.MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER    MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES.17  ITEM 6.SELECTED FINANCIAL
DATA..18  ITEM 7.MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS19  ITEM 7A.QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK..23  ITEM 8.FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA..23  ITEM 9.CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING    AND FINANCIAL DISCLOSURE23  ITEM 9A.CONTROLS AND PROCEDURES.23  ITEM 9B.OTHER INFORMATION..23  ITEM 10.DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE..24  ITEM 11.EXECUTIVE COMPENSATION..26  ITEM 12.SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT    AND RELATED
STOCKHOLDER MATTERS.27  ITEM 13.CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR    INDEPENDENCE.28  ITEM 14.PRINCIPAL ACCOUNTING
FEES AND SERVICES.29  ITEM 15.EXHIBITS, FINANCIAL
STATEMNET SCHEDULES.29  SIGNATURES.35






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PART I  Special Note Regarding Forward Looking Statements  This
Annual Report on Form 10-K contains forward-looking statements, including
estimates, projections, statements relating to our business plans, objectives
and expected operating results, and the assumptions upon which those
assumptions are based. These forward-looking statements are generally
identified by words such as “believes,” “project,” “expect,” “anticipate,”
“estimates,” “intends,” “plan,” “may,” “will continue,” and similar
expressions. Forward looking statements are based on current expectations and
assumptions that are subject to risks and uncertainties which may cause actual
results to differ materially from the forward-looking statements. Our ability
to predict results or the actual effect of future plans or strategies is
inherently uncertain. Factors which could have a material adverse affect on our
operations and future prospects on a consolidated basis include, but are not
limited to: changes in economic conditions, regulatory changes, availability of
capital, interest rates, competition and generally accepted accounting
principles. These risks and uncertainties should also be considered in
evaluating forward-looking statements and undue reliance should not be placed
on such statements.References in this
Annual Report on Form 10-K to “we,” “us,” “our,” “San Lotus” and the “Company”
are to San Lotus Holding Inc. and its subsidiaries on a consolidated basis,
unless the context indicates otherwise.  ITEM 1.                BUSINESS  DESCRIPTION OF BUSINESS  San
Lotus Holding Inc. was incorporated in the state of Nevada on June 21, 2011 to
(1) market travel products and services to the growing “baby boomer” market,
with an initial focus on the Asian market, viadeveloping and operating a global travel and
leisure agency business; and (2)jointly develop the tourism and travel of
He Ping Zhen,ShaowuCity, Fujian Province, China with He Ping Zhen Development
Ltd., a China Limited Corporation, the specific
plans of which remains under preliminary discussion. Our vision is to consolidate travel products and services
and deliver value to the world’s travel population. We changed our state of incorporation from the State of
Nevada to the State of California (the "Conversion") on July21, 2015.  We
are a development stage company that plans to market global travel products to
the retiring baby boomer generation in the Asian markets. We are in the initial
stages of opening a travel agency in Taiwan, Republic of China. On May 21,
2012, we obtained a license from the Investment Commission, Ministry of
Economic Affairs, Taiwan (R.O.C.) to invest into Taiwan through our
wholly-owned subsidiary, Green Forest Management Consulting Inc., a Taiwan
(R.O.C.) company. We anticipate that we will be able to obtain this approval by
the fourth quarter of 2016. The challenges we anticipate in obtaining the
necessary approvals to operate a travel agency in Taiwan (as well as in other
countries) primarily involves meeting the statutory requirements related to capital
requirements, statutory reserves and employing fit, proper and qualified
management. These challenges have already been addressed by starting our
business in Taiwan (as referenced in Risk Factors under government approval).
We expect to begin generating revenue in Taiwan in April 2016, after we obtain
the relevant licenses and approval from Taiwan’s government.  Our
travel services entity in Taiwan will provide both outbound travel services for
customers based in Taiwan and inbound travel services for customers based
abroad and coming to Taiwan. Both the outbound and inbound services will be
conducted in our Taiwan office, except the inbound services will rely in part
on advertising conducted or directed outside of Taiwan.  We
will not only book airplane tickets, hotels and tours, but design specialized
destination-related travel services for our customers based on their specific
needs and desires while they are in Taiwan. In this way, our market will
consist of both those potential travelers based in Taiwan, but also anyone from
any other country who might be planning a trip to Taiwan or need assistance
with designing a travel itinerary once they arrive in Taiwan. We will market
our products and services to the travel population in Taiwan and abroad through
our website,www.sanlotusholding.com, as well as through services such
as Twitter and other media outlets. we have purchased three vehicles to provide
transportation to our customers while they are in California, a common
destination for Taiwan business travelers and tourists.  1


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We
intend to use the cars, with hired drivers, to provide car service for our
customers from the airport to their hotels or other desired destinations upon
their arrival in California. Providing car service is an experimental project
at this point as we only have three vehicles available for use. We will charge
our customers an amount that will cover our expenses in providing the car and
driver. In the event the service is popular and appears to benefit our
services, we may add to the service in the future, at which time we would
reevaluate the amount we charge for the service.



In addition to
developing our business in Taiwan, in the first quarter of 2013, we entered
into non-binding letters of intent to acquire existing travel services agencies
in Taipei City, Taiwan, Hong Kong, Vietnam, Vancouver, British Columbia and
California. We plan to proceed in negotiating terms for these acquisitions over
the course of the next several months while we simultaneously gather operational
data from our module operation in Taiwan. We expect to complete the
acquisitions of such travel agencies by the end of 2016. At the same time, we
also have entered into non-binding letters of intent to acquire land in Taiwan,
which land we intend to use to develop destination-related travel services. We
expect to complete the acquisitions of such land and/or land holding companies
by the end of 2016.



Despite
of entering the non-binding letters of intent to acquire the travel agencies
and land, we remain in the preliminary discussion with the travel agencies and
the sellers of the land about the specific considerations to acquire them.
Thus, to date, we are not able to estimate any specific costs in completing
such acquisitions. Acquiring the travel agencies located both within and
outside of Taiwan and land in Taiwan is an ongoing effort that will continue
during the life of the Company. To facilitate our acquisition efforts, we will
actively seeking additional funding on favorable terms to continue our acquisition.
If additional funding is not available on acceptable terms, we may not be able
to implement our acquisitions and continue our operations. We plan to be funded
by private placement of our equity securities and/or mortgage our land. But,
there can be no assurance we will be funded as such. Thus, there can be no
assurance we will successfully complete our acquisitions of travel agencies
and/or land. If we fail to complete our acquisitions of travel agencies and/or
land, we may be forced to cease our operation entirely, and you may lose all
your investment.



Each
of these non-binding letters of intent above was disclosed to the SEC in a
Current Report on Form 8-K shortly after our entry into each such non-binding
letter of intent.



Regarding
the development of our travel services entity in Taiwan, our plan is to build
up a successful module operation in Taiwan and to gain meaningful operational
data for one year before using it as a model to replicate throughout Asia. It
is critically important for us to obtain credible data in terms of the
following (per module main office, plus branch officers):



1.Start-up Cost



A.Capital requirements –  estimated $100,000 upon application license – end
of 2016



B.Statutory reserve – estimated $20,000 upon approval of license – end of 2016



C.Fees –estimated $1,000 upon application for license – end of  2016



D.Rent deposit –estimated $2,000 upon rental of office – end of 2016



E.Equipment, etc. –estimated $5,000 – end of  2016



F.Purchase of condominium and automobiles in California - $628,141 - June
2012



G.Purchase of interest in A Peace World Holding Inc. - $46,500 - January
2012



2.Operating Expenses



A.Number of employees and salary per office - two employees at $1,500 each
per month for a total of $3,000 - starting in April 2014



B.Office rent-Green Forest-$2,000 per month-starting in September 2013



C.Office rent-Da Ren-$1,333 per month -starting in September 2013



D.Telecommunications - $200 per month-starting in June 2012 and $700
starting in September 2012



E.Utilities, etc. - $500 per month- starting in September 2013



F.Advertising - estimated $5,000 for initial television advertising
development – end of 2016



G.Condominium expenses -$900 per month-starting in September 2013



H.Automobile-related expenses –$1,500- September 2013



3.Projected Sales



A.Dollar sales/commission per office

B.Breakdown of sales by product



4.Projected Cash Flow



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5.  Breakeven point and Projected Earnings



Making
projections using real figures based on the module operations should lower our
level of risk as we expand into other countries. While it is premature to set
any definitive dates in applying for obtaining statutory approval to operate
travel agencies beyond Taiwan (R.O.C.), we anticipate that after one full year
of operation, we will have sufficient data to construct an expansion plan for
establishing ventures beyond Taiwan.

Products and
Services Offered:

·Transportation: airlines / buses / car rentals / railways / cruises;

·Accommodation: hotels / resorts / cruises; and

·Packaged holidays / local tours.



Our
business strategy is to generate revenue mainly through commissions or mark-ups
for selling travel products. For example, for airplane tickets, for which we do
not take inventory, we will receive commission revenue from the airlines as
compensation for selling airplane tickets to our customers. In other words, our
revenue will not come directly from the payments which the customers make to
the airlines, but instead our commission revenue will be paid by the product
provider (e.g. airlines) directly to our Company. The size of commission will
vary from product to product, depending on how product providers (e.g.
airlines) set their distribution strategy. Below is an estimate of the
commission percentage we expect to be able to obtain for each type of product:



Type of
  Product
 Estimated
  Commission %Transportation
 3 ~ 10%Accommodation
 3 ~ 10%Packaged Tours
 3 ~ 10%




Another
type of revenue would come from mark-ups. Our mark-up revenue will be earned
when we choose to take inventory on products such as hotel stays, cruise trips
or tours. This type of revenue is different from commission-based revenue in
that we will secure the product outright before customers purchase the product.
After we purchase the product, we would then sell the product to the customer
at a higher price, thereby earning the difference or mark-up as profit. The
size of the mark-up will vary depending on our inventory level, market
conditions and customer preference.



Below is an estimate of the mark-up
percentage and the initial cost of obtaining wholesale inventory for each type
of product:



Type
  of Product
 Estimated
  Mark-up %
 Initial
  Cost of Obtaining Wholesale InventoryTransportation
 5 ~ 20%
 $10,000Accommodation
 10 ~ 30%
 $30,000Packaged Tours
 10 ~ 20%
 $10,000




We
expect to incur the cost of obtaining wholesale inventory starting in the first
quarter of 2014 or as soon as our license to operate a travel agency has been
granted. Consequently, we will recover the cost and make a profit when
inventory is turned over or sold. The profitability of our mark-up business
will depend on how frequent inventory is turned.



We anticipate providing other ancillary
travel services such as submitting visa applications on behalf of clients. It
is our understanding that it is customary to charge a handling fee of US$5~10
for the submission of a visa application. These types of services, however,
should only constitute a small part of our overall revenue.



We
plan to market our company to high-income individuals and affinity groups, such
as private schools, alumni groups and wealth management organizations at banks
and investment firms. Our plan to reach these target customers is through
seeking lists from the affinity groups and marketing online. In terms of
seeking lists from affinity groups, our strategy involves no upfront cost to
our company. We will instead share the profits with the organizations that
provided such lists when customers purchase travel products through our
company. Our general rule of thumb is to share 50% of the profit with the
affinity group. This estimate may be adjusted upward or downward depending on
the size and quality of the customer list. Separately, we plan to market our
company online through our company website. Currently under construction, our
company website, www.sanlotusholding.com, will be a vehicle to promote our
offerings to a wide audience. We plan on

3



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interacting with our retail customers
primarily through our website. Our customers will be able to place their
purchases via the telephone, through credit card or bank transfer payment.



Business Development



The
Company seeks to develop mutually beneficial business relationships with travel
product providers, such as airlines, hotels and tour operators, and will begin
offering travel products to our customers. The Company will work on reaching a
variety of affinity groups and reaching agreements to service their customers.
The Company recently launched a website, www.sanlotusholding.com, to begin
marketing our services online. Our costs as a reporting company in our first year
are approximately $165,000 in legal fees and $45,000 in auditing fees, including
the preparation of our 10-K filing and annual audit.  And, our costs as a
reporting company in our second year are approximately $16,193 in legal fees
and $50,300 in auditing fees, including the preparation of our 10-K filing and
annual audit.



Marketing and Sales



Our
initial marketing efforts will be designed to drive prospective clients to our
website, www.sanlotusholding.com. We plan to use social media vehicles such as
Twitter and Facebook to generate awareness of our website. We expect to engage
prospective clients through promoting our website and responding to requests
for information. Eventually, we expect to use broader-based email marketing to
generate a much larger number of sales leads that will be followed up with a
personal exchange, via email or telephone, but there is no guarantee this will
be successful.



We have taken the following steps in
implementing our business plan:



Vendor Discussion and Supplier
Agreements



We
have contacted vendors to provide travel related products to our customers.
Below is a summary of the number of vendors who have responded favorably to our
request. We have not signed any formal supplier agreements with product
vendors.



Type of Vendor
 Number of
  VendorAirline
 2Bus Company
 1Cruise Company
 2Hotel
 7Resort
 2Other Travel
  Agency
 2




Website Development



We have completed the initial version
of our website, www.sanlotusholding.com, and will use this site to market our
services to the general public.



Affinity Groups



We
have used the contacts of our directors and officers in initially contacting
various affinity groups. Thus far, we have had conversations with no less than
five groups that have expressed interest in sharing their group list with our
company. However, at this time we have not executed any of agreements with
these companies. Below is a summary of the statistics we wish to reach
regarding various affinity groups:



Type of Vendor
 Number of
  VendorAirline
 5Bus Company
 2Cruise Company
 2Hotel
 15Resort
 5Other Travel
  Agency
 5




4



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We
are in the process of applying for our license to operate a travel agency in
Taiwan. We expect to receive approval for our business license by the end of 2016.
Once proper licenses and approvals have been granted, we will need to take the
following steps in generating revenue:



·Formally launch online operations (in or after 2015)



·Sign formal supplier agreements with product vendors that have expressed
interest previously (in or after 2015)



·Sign on additional product vendors (in or after 2015)



·Sign profit sharing agreements with affinity groups that have expressed
interest previously (completed as of the year 2012)



·Sign on additional affinity groups (in or after 2015)



·Hire office staff (in or after 2015)



These
steps will ensure that we have sufficient product and service offerings to
attract customers, both to launch our operations and on an ongoing basis going
forward.



In
addition to the aforementioned steps, we are in the process of investing in and
developing scenic/destination real estate sites through the acquisition of land
and land holding companies. We acquired certain land and canceled certain land
transactions in Taiwan (R.O.C.), which is specifically described in Item 2 of our
annual report on Form 10-K filed on March 30, 2015( as amended by the Form
10K/A filed on July 7, 2015).



We
expect the destination real estate portion of our business to make up
approximately half of our overall business in the future, with the other half
consisting of travel agencies. By destination real estate, we mean to develop
locations that will attract and support visitors for stays of one day or
longer, providing outdoor activities and places of interest for visitors from
both domestic locales and abroad. In addition to our destination real estate business,
we are continuing to develop our travel agency in Taiwan and have entered into certain
non-binding letters of intent to acquire travel agencies located outside of
Taiwan in both Asia and North America. We aim to complete the acquisition of five
travelagencies by the end of 2016. We intend to
fund all of these acquisitions through the sale of our common stock. While this
will cause dilution to the existing shareholders, we do not believe this
dilution will negatively affect the shareholders as the acquisitions will add
significant value to the Company and will allow the Company to proceed in
developing its business.



We
may also from time to time invest in travel-related service providers that we
believe can help us better service our customers and help them meet their
travel needs. Through investing in such entities, we may be able to recoup some
of our costs through maintaining small ownership interests in the entities our
clients use. Furthermore, by investing in these entities, we may be able to work
with them to better improve their travel offerings or related services or bring
the entities up to the standard of service our customers expect. We recently
made one such investment in A Peace World Holding Inc. (“APW”), a company in
the early stages of developing destination real estate products and services.
We expect that APW, based on its expressed business plans, will develop
destination real estate that our customers will be interested in traveling to,
thus enhancing the products and services we can provide to our customers. Any
costs involved in offering such products and services to our customers, if
there are any such costs, will be incorporated into the fees we charge our
customers for our service. At this time we have no further plans for making any
additional such investments and therefore have no plans of making further
capital expenditures in relation to such investments.



Competition



We
will be operating in two sectors – in the area of destination real estate
development and travel agencies. These two sectors will complement each other
as, over the long term, the travel agencies will be able to refer clients and
visitors to our destination real estate sites. We will face competition from
many individuals and companies that also market travel locations and products.
As concerns travel destinations, we desire to utilize scenic properties

5



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that
will allow for outdoor activities. Thus we must create locations that provide
both activities of interest and provide convenience and amenities, while allowing
visitors to enjoy the natural beauty of the area around them.



Observation
tells us that the current travel industry is generally driven by the lowest
cost provider. However, different segments of the market, such as the affluent
segment, consider factors beyond cost when they plan vacations and travel.
Ahead of cost, an affluent consumer may value factors such as convenience,
comprehensive service, and luxury and/or prestige, to name a few. We believe
that a successful marketing effort to reach the affluent market segment
(retiring baby boomers) with the right quality of products should increase our
revenue opportunity. In Taiwan, market conditions for the travel industry are
similar to those of the U.S. There is a mix of large travel agencies, online
service providers and small-scale local operators. However, since Taiwan is
geographically much smaller than the U.S., competition is fierce.



In Taiwan,
there are four types of travel agencies:



1.Mega Agencies



A.Lion Travel



B.Cola Tour



C.EZ Travel



2.Intermediate-Small – locally or regionally owned agencies



A.Star Travel



B.SET Tour



3.Independent Agencies: Usually catering to a special or niche market



A.Royal Jet Way



B.Perfect Travel



C.Life Tour



4.Airline & other types of travel consolidators



A.China Airlines



B.EVA Airlines



C.American Express



We
feel at this time we would fall into the Independent Agency category and hope
to create our own niche as a more customer-oriented agency or travel service
provider with a reputation of going the “extra mile” wherever possible in
connecting the right type of customers with the right type of products.



Concerning
destination real estate sites, there are many competitors who will be vying for
the business of our potential clientele. The key will be to develop attractive
properties that provide the amenities and activities that visitors would enjoy.
In our development plans, we are defining destination real estate as locations
that will draw tourist from both domestically and abroad to visit our sites for
a period of one or two days or more. So in the long term we will be developing
sites that include hotels, restaurants, as well as activity and entertainment
centers, among other things. Some of our competitors in the destination real
estate sector in Taiwan include the following companies:



Elements Innovation Co. Ltd.

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E United Group

Taiwan Land Development Inc.



# ITEM 1A.             RISK
FACTORS



Our business is subject to many
factors that could materially or adversely affect our future performance and
cause our actual results to differ materially from those expressed or implied
by any forward-looking statements made in this Annual Report on Form 10-K.
Those risk factors are outlined below.



Risks
Related to Our Business



WE MAY NEED ADDITIONAL
CAPITAL TO DEVELOP OUR BUSINESS.



The
development of our services will require the commitment of substantial resources
of approximately $210,000 over the next 12 months to implement the next stages
of our business plan. Currently, we have no established bank-financing
arrangements. Therefore, it is likely we would need to seek additional
financing through subsequent future private offerings of our equity securities.
We have no current plans for additional financing. As of March 7, 2016, we had $6180
cash in the bank, $110 cash held by our wholly-owned Taiwan (R.O.C.)
subsidiary, Green Forest Management Consulting Inc., $0 cash held by our
wholly-owned Taiwan (R.O.C.) subsidiary, Da Ren International Development Inc.,
and $2,500 cash held by our wholly-owned Taiwan (R.O.C.) subsidiaryMao Ren International Inc.for
purposes of building our travel services business in Taiwan. We expect the
remainder of the needed funds to come in the form of loans from our former
Chairman, Chen ,Li Hsing.



We cannot give you any assurance that
any additional financing will be available to us or, if available, will be on
terms favorable to us. The sale of additional equity securities will result in
dilution to our stockholders. The occurrence of indebtedness would result in
increased debt service obligations and could require us to agree to operating
and financing covenants that would restrict our operations. If adequate
additional financing is not available on acceptable terms, we may not be able
to implement our business development plans or continue our business
operations. We believe the only source of funds that would be realistic at this
stage of our operation is through a loan from our president and the sale of
equity capital. At this time we have no guarantee or written loan agreement
with our president, just a verbal agreement. Now that our stock is quoted on
the OTCBB, we may have the opportunity to participate in the equity markets and
raise the necessary capital through the sale of our stock. There is no
assurance, however, that we will be able to raise capital through the sale of
our stock.



WE HAVE A LIMITED OPERATING HISTORY AND FACE MANY
OF THE RISKS AND DIFFICULTIES FREQUENTLY ENCOUNTERED BY DEVELOPMENT STAGE
COMPANIES.



We
are a development stage company and, to date, our development efforts have been
focused primarily on the development and marketing of our business model and
website. We have a limited operating history for investors to evaluate the
potential of our business development. We have not yet built our customer base
or our brand name and it is possible we never will. In addition, we face many
of the risks and difficulties inherent in gaining market share as a new
company.



Our operations to date have been
devoted primarily to start-up and development activities, which include:



1.formation
of the Company;



2.development
of our business plan;



3.evaluating
various travel destinations;



4.researching
marketing channels and strategies;



5.developing
our web site: www.sanlotusholding.com; and



6.acquiring
land for potential destination real estate development.



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Our
future will depend on our ability to bring our service to the marketplace,
which requires careful planning, without incurring unnecessary cost and
expense.



GOVERNMENT REGULATIONS MAY
NEGATIVELY AFFECT OUR BUSINESS AND DEVELOPMENT OPPORTUNITIES.



With
the addition of land and land development projects in Taiwan, we will be
subject to additional governmental regulations that may limit our operations or
create delays as we may be required to obtain additional permits and
governmental consent to our development projects and/or land usage. Any additional
requirements for permits or regulations that need to be complied with may cause
us to incur additional expense.



WE WILL BE SUBJECT TO ENVIRONMENTAL
LAWS AND THE COST OF COMPLIANCE COULD ADVERSELY AFFECT OURBUSINESS.



With
the ownership of land, we will be subject to various environmental laws.
Compliance with these laws may cause us to incur additional expense or delay in
our land development projects.



DUE
TO OUR REAL ESTATE DEVELPOPMENT PLANS, WE WILL FACE FIXED COSTS DUE TO PROPERTY
TAX AND PROPERTY INSURANCE REQRUIREMENTS.



Our
business strategy concerning our real estate development business involves high
fixed costs, including property taxes and insurance costs, which we may be
unable to adjust in a timely manner in response to any reduction in our
revenues. The land we have acquired is uninsured at present and has a yearly
property tax of NT$60,180 (US$1,820). We will need to insure the property in
the future and we will be able to better estimate insurance costs as we
determine how we are going to utilize the property, which we intend to do
following the completion of additional land and land holding company
acquisitions, which we expect to complete sometime in 2016.



OUR REAL
ESTATE DEVELOPMENT EFFORTS MAY BE DELAYED OR UNSUCCESSFUL IN THE EVENT WE ARE
UNABLE TORAISE ADDITIONAL FUNDS.



The real estate development industry is
capital intensive, and real estate development requires significant up-front
expenditures to develop land and begin construction. Accordingly, we will
require substantial expenditures to finance our land development activities.
Although we believe that internally generated funds will be sufficient to fund
our capital and other expenditures, the amounts available from such sources
will not be adequate to meet funding requirements for our planned development
and construction activities. We do not yet know how much the real estate
development portion of our business will cost as we have just begun the process
of acquiring land that we will use for development. Once we have acquired the
lands for which we have entered into non-binding letters of intent for
acquisition, we will evaluate our development plans and further determine how
much we expect the land development to cost. We will likely need to seek
additional capital in the form of sales of our equity securities to meet these
funding needs. Our failure to obtain sufficient capital to fund our planned
expenditures could have a material adverse effect on our business and
operations and our results of operations in future periods.



AVAILABILITY OF THE INTERNET MAKES
IT MUCH EASIER FOR INDIVIDUALS TO PLAN THE DETAILS OF THEIR OWN TRIPS.



The
availability of the Internet makes it much easier for affluent individuals and
others to plan the details of their own trips, thereby eliminating the fees we
hope to collect. Such self-managed trips may have caused many travel agencies
to go out of business in recent years and may continue to cause travel agencies
to go out of business.



IF
WE ARE NOT ABLE TO LOCATE TRAVELERS WILLING TO PAY FOR TRAVEL SERVICES WE MAY
HAVE TO CEASE OPERATIONS.



The
travel industry in general is ruled by those who can provide service at the
lowest price. The Company aims to reach travelers who are willing and able to
pay for travel design services and it may be difficult to find these travelers
in numbers large enough to make our business model work well enough to attain
profitability. If we are

8



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unable to locate travelers willing to pay for our
travel services we may not be able to continue our business operations.



UNCERTAINTY
AND ADVERSE CHANGES IN THE GENERAL ECONOMIC CONDITIONS OF THE MARKETS IN WHICH
WE WILL PARTICIPATE MAY NEGATIVELY AFFECT OUR BUSINESS.



Current
and future conditions in the economy have an inherent degree of uncertainty. It
is even more difficult to estimate growth or contraction in various parts,
sectors and regions of the economy, including the markets in which we will
participate. As a result, it is difficult to estimate the level of growth or
contraction for the economy as a whole. Adverse changes may occur as a result
of soft global economic conditions, rising oil prices, wavering consumer
confidence, unemployment, declines in stock markets, contraction of credit
availability, or other factors affecting economic conditions in general. These
changes may negatively affect our sales and/or increase our exposure to losses.
These possible changes may also affect the ability for a start-up company like
us to raise sufficient capital in the U.S. equity market.



OUR OFFICERS AND DIRECTORS CONTROL 42.65
PERCENT OF THE COMPANY GIVING THEM SIGNIFICANT VOTING POWERAND MAY TAKE
ACTIONS THAT MAY NOT BE IN THE BEST INTEREST OF ALL OTHER STOCKHOLDERS.



Because
our officers and directors together hold 36.61 percent of our common stock,
they may be able to exert significant control over our management and affairs
requiring stockholder approval, including approval of significant corporate
transactions. They may also be able to determine their compensation.



WE
MAY INCUR SIGNIFICANT COSTS TO BE A PUBLIC COMPANY AND TO ENSURE COMPLIANCE
WITH U.S. CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS AND WE MAY NOT BE
ABLE TO ABSORB SUCH COSTS.



We
may incur significant costs associated with our public company reporting
requirements, costs associated with applicable corporate governance
requirements, including requirements under the Sarbanes-Oxley Act of 2002 and
other rules implemented by the Securities and Exchange Commission. We expect
all of these applicable rules and regulations to significantly increase our
legal and financial compliance costs and to make some activities more time
consuming and costly. We also expect that these applicable rules and
regulations may make it more difficult and more expensive for us to obtain
director and officer liability insurance and we may be required to accept
reduced policy limits and coverage or incur substantially higher costs to
obtain the same or similar coverage. As a result, it may be more difficult for
us to attract and retain qualified individuals to serve on our board of
directors or as executive officers. While we do not presently have D&O
insurance for our officers and directors, we intend to acquire D&O
insurance in the future. We are estimating our annual costs for being a
publicly reporting company to be approximately $160,000 range for the next few
years. In addition, we may not be able to absorb these costs of being a public
company, which will negatively affect our business operations.







THE
LACK OF PUBLIC COMPANY EXPERIENCE OF OUR MANAGEMENT TEAM COULD ADVERSELY IMPACT
OUR ABILITY TO COMPLY WITH THE REPORTING REQUIREMENTS OF U.S. SECURITIES LAWS.



Our
management team lacks public company experience, which could impair our ability
to comply with legal and regulatory requirements, such as those imposed by the
Sarbanes-Oxley Act of 2002. Our senior management has never had responsibility
for managing a publicly traded company. Such responsibilities include complying
with federal securities laws and making required disclosures on a timely basis.
Our senior management may not be able to implement programs and policies in an
effective and timely manner that adequately respond to such increased legal,
regulatory compliance and reporting requirements, including establishing and
maintaining internal controls over financial reporting. Any such deficiencies,
weaknesses or lack of compliance could have a materially adverse effect on our
ability to comply with the reporting requirements of the Securities Exchange
Act of 1934, which is necessary to maintain our public company status. If we
fail to fulfill those obligations, our ability to continue as a U.S. public
company would be in jeopardy in which event you could lose your entire
investment in our company.



9



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OUR
OFFICERS AND DIRECTORS HAVE THE ABILITY TO DETERMINE THEIR SALARY AND
PERQUISITES WHICH MAY CAUSE US TO HAVE A LACK OF FUNDS AVAILABLE FOR NET
INCOME.



Because
our officers and directors have the discretion to determine their salary and
perquisites we may have no net income. If our officers determine that their
salaries are at a level above our potential earnings the company may not have
funds available.



AS
A SMALLER TRAVEL COMPANY WITH REPORTING OBLIGATIONS, AND AS THE TRAEL INDUSTRY
HAS LOW BARRIERS TO ENTRY, WE MAY BE AT A COMPETITIVE DISADVANTAGE TO OTHER
TRAVEL COMPANIES.



Because
the travel market is competitive, is driven in part by costs and consists
mostly of private companies that do not have public reporting obligations, our
reporting obligations may put us at a competitive disadvantage. The travel
industry has low barriers to entry. In addition, we face additional expenses
that a private travel company does not have such as PCAOB auditor fees, EDGAR
filing fees and legal fees related to our SEC reporting obligations. Other
non-public travel companies do not incur these costs. We are at a competitive
disadvantage to our competitors because of this.



OUR OFFICERS CURRENTLY WORK AS
PART-TIME TRAVEL AGENTS WHICH MAY POTENTIALLY LEAD TO A CONFLICT OFINTEREST.



Our
officers currently serve as part-time travel agents and this may lead to a
conflict of interest and potentially lead to a loss of business opportunities.
Our officers’ current part-time employment may divert potential clients and
business opportunities for the Company to their other businesses. This may have
an adverse consequence on our potential revenues. Our officers may be unable to
spend adequate time developing the Company’s business because of their current
part-time status with the Company. Currently they each work 15-20 hours per week
for the Company.



WE
WILL NEED GOVERNMENT APPROVAL TO OPERATE TRAVEL AGENCIES IN THE COUNTRIES WHERE
WE PLAN TO HAVE OPERATIONS.



We
will need government approval to operate travel agencies in the countries where
we have operations. For example, in Taiwan (Republic of China), we need to
obtain the approval of the Tourism Bureau under the Ministry of Transportation
and Communications. Accordingly, we will have to comply with the relevant laws
regulating our activities. At this time, we have obtained consent from the
Ministry of Commerce of Taiwan (R.O.C.) to directly invest into Taiwan through
our wholly owned subsidiary, Green Forest Management Consulting Inc., but we
have not yet received permission to operate a travel agency. There are a number
of requirements we will need to meet under the laws of Taiwan in obtaining and
maintaining a license to operate a travel agency. The more pertinent
requirements include (1) meeting capital base requirements by type of travel
agency, (2) maintenance of statutory deposit/reserve by type of travel agency
and number of branches, and (3) qualification of management personnel, among
others.



Our
company has enough capital to meet the capital and statutory reserve
requirements for operating a travel agency in Taiwan after taking into account
the costs of our business plan and cost of operations. As an example, to be a
type B travel agency in Taiwan, the minimum capital requirement is equivalent
to $100,000, with a required statutory reserve of $20,000 for the main office
and $5,000 per branch office. A type B travel agency is one that is permitted
to carry out the following travel-related business:



·to sell transportation tickets on behalf of vendors;



·to purchase transportation tickets on behalf of customers;



·to arrange travel, accommodation, transportation and other travel
related services for customers;



·to promote travel tours to domestic customers on behalf of other travel
agencies;



10



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·to design domestic travel plans;



·to provide travel related consulting services; and



·to operate any other travel related business permitted by the regulatory
body.



We
intend to apply for and operate as a type B travel agency. We have no plans to
operate as any other type of travel agency in Taiwan. These activities combined
allow us to market the global travel products referred to throughout the
prospectus.



A
summary of the legal requirements for the qualifications of management
personnel are listed below. Qualified persons are those who fulfill any one of
the following requirements:



1.a college degree holder with a minimum of two years of experience as the
principal officer of another travel agency;



2.a college degree holder with a minimum of three years of management
experience in the travel industry;



3.a college degree holder with a minimum of four years of experience in
the travel industry or a minimum of six years of experience as a tour guide; or



4.a minimum of ten years of experience working in the travel industry.



Both
our President and Chief Executive Officer have college degrees and extensive
experience in the travel industry (five years and fifteen years in management
positions, respectively), thus qualifying them for fulfilling the legal
requirements in holding management positions in a travel agency in Taiwan.



Risk Related To Our Capital
Stock



WE
ARE AN “EMERGING GROWTH COMPANY” AND ANY DECISION ON OUR PART TO COMPLY ONLY
WITH CERTAIN REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO “EMERGING GROWTH
COMPANIES” COULD MAKE OUR COMMONSTOCK LESS ATTRACTIVE TO INVESTORS.



We are an “emerging growth company,” as
defined in the Jumpstart Our Startup Businesses Act (the “JOBS Act”), and, for
as long as we continue to be an “emerging growth company,” we have elected to
take advantage of exemptions from various reporting requirements applicable to
other public companies but not to “emerging growth companies,” including, but
not limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced
disclosure obligations regarding executive compensation in our periodic reports
and proxy statements, and exemptions from the requirements of holding a
nonbinding advisory vote on executive compensation and shareholder approval of
any golden parachute payments not previously approved. We could be an “emerging
growth company” for up to five years or until the earliest of (i) the last day
of the first fiscal year in which our annual gross revenues exceed $1 billion,
(ii) the date that we become a “large accelerated filer” as defined in Rule
12b-2 under the Exchange Act, which would occur if the market value of our
common stock held by non-affiliates exceeds $700 million as of the last
business day of our most recently completed second fiscal quarter, or (iii) the
date on which we have issued more than $1 billion in non-convertible debt
during the preceding three year period.



In
addition, Section 107 of the JOBS Act also provides that an “emerging growth
company” can take advantage of the extended transition period provided in
Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities
Act”), for complying with new or revised accounting standards. In other words,
because we are an “emerging growth company,” we can delay the adoption of
certain accounting standards until those standards would otherwise apply to
private companies.



BECAUSE
WE HAVE ELECTED TO DEFER COMPLIANCE WITH NEW OR REVISED ACCOUNTING STANDARDS,
OUR FINANCIAL STATEMENT DISCLOSURE MAY NOT BE COMPARABLE TO SIMILAR COMPANIES.



11



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We
have elected to use the extended transition period for complying with new or
revised accounting standards under Section 102(b)(1) of the JOBS Act. This
allows us to delay the adoption of new or revised accounting standards that
have different effective dates for public and private companies until those
standards apply to private companies. Because of this election, our financial
statements may not be comparable to companies that comply with public company
effective dates.



OUR STATUS AS AN “EMERGING GROWTH
COMPANY” UNDER THE JOBS ACT OF 2012 MAY MAKE IT MORE DIFFICULT TORAISE
CAPITAL AS AND WHEN WE NEED IT.



Because
of the exemptions from various reporting requirements provided to us as an
“emerging growth company,” and because of the extended transition period
emerging growth companies are allowed for complying with new or revised
financial accounting standards, we may be less attractive to investors and it
may be difficult for us to raise additional capital as and when we need it.
Investors may be unable to compare our business with other companies in our
industry if they believe that our financial accounting is not as transparent as
other companies in our industry. If we are unable to raise additional capital
as and when we need it, our financial condition and results of operations may
be materially and adversely affected.



BECAUSE WE WERE A “SHELL COMPANY”
CERTAIN INVESTORS IN OUR COMPANY WILL NOT BE ABLE TO UTILIZE RULE 144TO
SELL THEIR SHARES UNTIL AT LEAST ONE YEAR AFTER WE CEASE TO BE A SHELL COMPANY.



The
Shares issued to investors in the Company cannot be sold pursuant to Rule 144
promulgated under the Securities Act until one year after the Company ceases to
be a shell company. In general, under Rule 144 as currently in effect, a person
(or persons whose shares are aggregated) who has beneficially owned restricted
securities shares for at least six months, including persons who may be deemed
“affiliates” of the Company, as the term is defined under the

Securities
Act, would be entitled to sell within any three month period a number of shares
that does not exceed the greater of 1% of the then outstanding shares or the
average weekly trading volume of shares during the four calendar weeks
preceding such sale. Sales under Rule 144 are also subject to certain
manner-of-sale provisions, notice requirements and the availability of current
public information about the Company. A person who has not been an affiliate of
the Company at any time during the three months preceding a sale, and who has beneficially
owned his or her shares for at least one year, would be entitled under Rule 144
to sell such shares without regard to any volume limitations under Rule 144.



San
Lotus Holding Inc. was a shell company prior to filing this periodic report on
Form 8-K and therefore a majority of its shareholders may not currently utilize
Rule 144 to sell their shares. Rule 144 is not available for sales of shares of
companies that are or have been “shell companies” except under certain
conditions. The Company completed an acquisition and has removed its status as
a shell company by filing this report on Form 8-K. Shareholders are able to
utilize Rule 144 one year after the filing of this Form 8-K, assuming it files
the documents it is required to file as a reporting company. Investors in the
Company whose shares were registered in a registration statement will be able
to sell their shares pursuant to said registration statement.



OUR STOCK
HAS ONLY BEEN TRADED ON THE OVER-THE-COUNTER BULLETIN BOARD FOR A SHORT TIME,
THERE HAS ONLY BEEN LIMITED TRADING ACTIVITY AND THERE IS LIMITED HISTORY WITH
WHICH TO ESTIMATE FUTURE TRADING ACTIVITY IN OUR STOCK.



Although
the Company’s Common Stock is approved for trading on the Over-the-Counter
Bulletin Board, there has only been little trading activity in the stock.
Accordingly, there is no history on which to estimate the future trading price
range of the Common Stock. If the Common Stock trades below $5.00 per share,
trading in the Common Stock will be subject to the requirements of certain
rules promulgated under the Securities Exchange Act of 1934, as amended



(the
“Exchange Act”), which require additional disclosure by broker-dealers in
connection with any trades involving a stock defined as a penny stock
(generally, any non-FINRA equity security that has a market share of less than
$5.00 per share, subject to certain exceptions). Such rules require the
delivery, prior to any penny stock transaction, of a disclosure schedule
explaining the penny stock market and the risks associated therewith and

12



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impose
various sales practice requirements on broker-dealers who sell penny stocks to
persons other than established customers and accredited investors (generally
defined as an investor with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 individually or $300,000 together with a spouse). For
these types of transactions, the broker-dealer must make a special suitability
determination for the purchaser and have received the purchaser’s written
consent to the transaction prior to the sale. The broker-dealer must disclose
the commissions payable to the broker-dealer, current bid and offer quotations
for the penny stock and, if the broker-dealer is the sole market-maker, the
broker-dealer must disclose this fact and the broker-dealer’s presumed control
over the market.



Such
information must be provided to the customer orally or in writing before or
with the written confirmation of trade sent to the customer. Monthly statements
must be sent disclosing recent additional burdens imposed upon broker-dealers
by such requirements could discourage broker-dealers from effecting
transactions in the Common Stock which could severely limit the market
liquidity of the Common Stock and the ability of holders of the Common Stock to
sell it.



WE MAY NEVER PAY ANY DIVIDENDS TO
STOCKHOLDERS.



We
have never declared or paid any cash dividends or distributions on our capital
stock. We currently intend to retain our future earnings, if any, to support
operations and to finance expansion and, therefore, we do not anticipate paying
any cash dividends on our common stock in the foreseeable future. The
declaration, payment and amount of any future dividends will be made at the
discretion of the board of directors and will depend upon, among other things,
the results of our operations, cash flows and financial condition, operating
and capital requirements, and other factors as the board of directors considers
relevant. There is no assurance that future dividends will be paid and, if
dividends are paid, there is no assurance with respect to the amount of any
such dividend.





BECAUSE
SOME OF OUR OFFICERS AND DIRECTORS LIVE OUTSIDE OF THE UNITED STATES, YOU MAY
HAVE NO EFFECTIVE RECOURSE AGAINST THEM FOR MISCONDUCT AND MAY NOT BE ABLE TO
ENFORCE JUDGMENTS AND CIVIL LIABILITIES AGAINST THEM. INVESTORS MAY NOT BE ABLE
TO RECEIVE COMPENSATION FOR DAMAGES TO THE VALUE OF THEIR INVESTMENT CAUSED BY
WRONGFUL ACTIONS BY OUR DIRECTORS AND OFFICERS.



Some
of our officers and directors live outside the U.S. As a result, it may be
difficult for investors to enforce within the U.S. any judgments obtained
against those officers and directors, or obtain judgments against them outside
of the U.S. that are predicated upon the civil liability provisions of the securities
laws of the U.S. or any state thereof. Investors may not be able to receive
compensation for damages to the value of their investment caused by wrongful
actions by our directors and officers.



OUR
BYLAWS PROVIDE FOR INDEMNIFICATION OF OFFICERS AND DIRECTORS AT OUR EXPENSE AND
LIMIT THEIR LIABILITY WHICH MAY RESULT IN A MAJOR COST TO US AND HURT THE
INTERESTS OF OUR STOCKHOLDERS BECAUSE CORPORATE RESOURCES MAY BE EXPENDED FOR
THE BENEFIT OF OFFICERS AND/OR DIRECTORS.



Our
bylaws and applicable Nevada law provide for the indemnification of our
directors, officers, employees and agents, under certain circumstances, against
attorney’s fees and other expenses incurred by them in any litigation to which
they become a party arising from their association with or activities conducted
on our behalf. We will also bear the expenses of such litigation for any of our
directors, officers, employees or agents upon such person’s written promise to
repay us if it is ultimately determined that any such person shall not have
been entitled to indemnification. This indemnification policy could result in
substantial expenditures by us which we will be unable to recoup. At this time
we do not carry liability insurance for our officers and directors.



We
have been advised that, in the opinion of the SEC, indemnification for
liabilities arising under federal securities laws is against public policy as
expressed in the Securities Act of 1933, as amended (the “Securities Act”), and
is, therefore, unenforceable. In the event that a claim for indemnification for
liabilities arising under federal securities laws, other than the payment by us
of expenses incurred or paid by a director, officer or controlling person in
the successful defense of any action, suit or proceeding, is asserted by a
director, officer or

13



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controlling person in connection with the securities being
registered, we will (unless in the opinion of our counsel, the matter has been
settled by controlling precedent) submit to a court of appropriate
jurisdiction, the question whether indemnification by us is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue. The legal process relating to this matter if it
were to occur is likely to be very costly and may result in us receiving
negative publicity, either of which factors is likely to materially reduce the
market and price for our shares, if such a market ever develops.



OUR
COMMON STOCK IS CONSIDERED A PENNY STOCK, WHICH MAY BE SUBJECT TO RESTRICTIONS
ON MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.



We
are subject to the penny stock rules adopted by the Securities and Exchange
Commission that require brokers to provide extensive disclosure to their
customers prior to executing trades in penny stocks. These disclosure
requirements may cause a reduction in the trading activity of our common stock,
which in all likelihood would make it difficult for our stockholders to sell
their securities.



Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted
on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock
held in the customer’s account. The broker-dealer must also make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser’s written agreement to the transaction.
These requirements may have the effect of reducing the level of trading
activity, if any, in the secondary market for a security that becomes subject
to the penny stock rules. The additional burdens imposed upon broker-dealers by
such requirements may discourage broker-dealers from effecting transactions in
our securities, which could severely limit the market price and liquidity of
our securities. These requirements may restrict the ability of broker-dealers
to sell our common stock and may affect your ability to resell our common
stock.



THERE IS NO ASSURANCE OF THE
DEVELOPMENT OF A PUBLIC MARKET FOR OUR COMMON STOCK OR THAT OUR COMMON STOCK
WILL EVER TRADE ON A RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE UNABLE TO
LIQUIDATE YOUR INVESTMENT IN OUR STOCK.



There
is no established public trading market for our common stock. While our stock
is listed on the OTCBB, a market for our stock has yet to develop and there can
be no assurance that a regular trading market will develop or, if developed,
that such a market will be sustained. In the absence of a trading market,
investors may be unable to liquidate their investments.



IF
WE ARE DEEMED TO BE AN INVESTMENT COMPANY, WE MAY BE REQUIRED TO INSTITUTE
BURDENSOME COMPLIANCE REQUIREMENTS AND OUR ACTIVITIES MAY BE RESTRICTED, WHICH
MAY MAKE IT DIFFICULT FOR US TO COMPLETE STRATEGIC ACQUISITIONS OR EFFECT
COMBINATIONS.



If
we are deemed an investment company under the Investment Company Act of 1940
(the “Investment Company Act”), our business would be subject to applicable
restrictions under that Act, which could make it impracticable for us to
continue our business as

14



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contemplated.



We
believe our company is not an investment company due to the exemption under
Section 3(b)(1) of the Investment Company Act because we are primarily engaged
in a non-investment company business. We intend to conduct our operations so
that we will not be deemed an investment company. However, if we were to be
deemed an investment company, restrictions imposed by the Investment Company
Act,including limitations on our capital structure and our ability to
transact with affiliates, could make it impractical for us to continue our
business as contemplated.





# ITEM 1B.             UNRESOLVED
STAFF COMMENTS



Wereceived
comment letters from the Securities and Exchange Commission (the “SEC”) dated October 28, 2014, November 24, 2014, and December 18,
2014 regarding
ourAnnual Report on Form 10-K for the fiscal year ended December 31, 2013and Quarterly
Reports on Form 10-Qfor Fiscal Quarter Ended June 30, 2014. These comments are unresolved as of March 7, 2016. However, we
have filed with the SEC responses to the comment letters and we are in the
process of responding to the third comment letter.



In general, the unresolved staff comments relate to(1) whether we should classify our land purchased in
2013 and 2014 as non-current assets on our balance sheetsas of December
31, 2013 and the subsequent quarters ending in 2014; (2) what  the historical
cost to the seller for each land purchase is and how to determine such
historical cost; (3)  whether we should reflect  the land purchase transactions
in 2013 and 2014 as non-cash on our cash flow statements as of December 31,
2013 and the subsequent quarters ending in 2014.



We believe that the ultimate resolution of these
commentsis to reviseourconsolidatedfinancial statements as of
December 31, 2013 and the subsequent quarters ending in 2014 by following SEC’s
further instructions. Also, we believe that such revisionwill have a material impact on the consolidated
financial statements and/or related notes.



# ITEM 2.                PROPERTIES



OFFICE

San Lotus presently rents office space
in Taiwan. Our office is at the following location:



San Lotus Holding Inc.

3F  B302C, No. 185
Kewang Road

Longtan Township,
Taoyuan County 325

Taiwan (R.O.C.)

+886-3-4072339 &
+886-3-4071534 fax



37,273.68 SQUARE METERS OF
LAND IN DARONG SECTION, BEITUN DISTRICT OF TAICHUNG CITY, TAIWAN (R.O.C.).



We own 37,273.68 square meters of
undeveloped land (the “Land-1”) in the Darong Section, Beitun District of
Taichung City, Taiwan (R.O.C.). The transaction and all pertinent contracts in the
transaction are incorporated herein by reference to the Form 8-K filed on
September 20, 2013.



Qualified Ownership to the Land



Although we own the Land-1, the seller
of the Land-1, Chang, Cheng-Sung (the “Seller”), reserved certain rights to the
Land-1 according to the Land Purchase Contract dated March 26, 2012.  Therefore,
to date, our ownership to the Land can be regarded as a qualified ownership (an
ownership with limitations or conditions).



The rights the Seller reserved in the Land
Purchase Contract are listed as follows:



1.The
Seller may set a maximum limited mortgage to the Land-1. (referred to Section 2
of the Contract)



2.The
Seller may decide whether Da Chuang Business Management Consultant Co., Ltd
(the “Purchaser”) may resell the Land-1 at a price not exceeding TWD
$60,000,000. And, once the Purchaser resells the Land-1, the Seller may be
entitled to an amount of TWD $60,000,000 of resale price.(referred to Section 3
of the Contract)



3.The
Seller may enforce his setting of maximum limited mortgage to Land-1 when one
of followings occurs(referred to Section 4 of the Contract):



a.The Purchaser resells the Land-1 at a price not exceeding TWD$60,000,000
without the Seller’s consent, and/or

b.The Purchaser fails to distribute the amount of TWD$60,000,000 to the
Seller when the Purchaser is obligated to do such distribution.



15



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4.If
the Seller terminates the Contract and assigns to the Purchaser the shares
obtained in the Contract, the Seller may repossess the Land-1 and entire title
to the Land and may request the Purchaser to pay an amount of TWD$60,000,000.
(referred to Section 6 of the Contract)



5.The
Seller may refuse to cancel his registration of the maximum limited mortgage to
the Land-1 before the shares are released from escrow account. (referred to
Section 8 of the Contract)



To
date, the Seller has not canceled his registration of maximum limited mortgage
to the Land-1. There can be no assurance that our qualified ownership to the
Land would become an ownership absent of any rights reserved by the Seller in
the Contract.



Land Description



The
Land-1 consists of three parcels of land, zoned as a “scenic spot” in a
sparsely populated area on the immediate outskirts of Taichung City. The Land’s
immediate surroundings consist of agricultural and forested areas. We have not
yet determined our specific use for the Land-1, although we either intend to
use it to develop scenic/tourist-related real estate or hold it for later sale
when we need to raise funds.



76,435SQUARE METERS OF LAND INMiaoli County, Taiwan (R.O.C.), TAIWAN
(R.O.C.).



We
own35,251 square meters of land in Dataoping
Section of Zaoqiao Township, Miaoli County, Taiwan (R.O.C.) and 41,184 square
meters of land in Laotianliao Section of Touwu Township, Miaoli County, Taiwan
(R.O.C.), all of which is 76,435 square meters (the "Land").The
transaction and all pertinent contracts in the transaction were disclosed in
the Form 8-K filed on April 3, 2015.



Land Description



The Land consists of 18 lots, totaling 76,435 square
meters, in the Dataoping Section of Zaoqiao Township and Laotianliao Section of
Touwu Township, Miliaoli County, Taiwan (R.O.C.). The lots numbered as 86-1;
86-3; 90; and 421-1in Land are zoned as "agricultural region," and
are located in a sparsely populated region. By law, the entire title to such
lots cannot be transferred to Green Forest until Green Forest obtains a license
of agricultural enterprises.To date, Green Forest has not owned the entire title
to the lots numbered as 86-1; 86-3; 90; and 421-1 because Green Forest has not
been licensed as an agricultural enterprise. All lots in Land other than the
lots numbered as 86-1; 86-3; 90; and 421-1 are zoned as respectively
"traffic region;" "forest region;" and "water resource
region."



# ITEM 3.                LEGAL
PROCEEDINGS



Our
management knows of no material existing or pending legal proceeding,
litigation or claim against us, nor are we involved as a plaintiff in any
material existing legal proceeding or pending legal proceeding, litigation or
claim.



Yu,
Chien-Yang, our vice president and a member of our board of directors, was
indicted by the Taichung District Prosecutor’s Office of Taichung County,
Taiwan (R.O.C.) on May 17, 2013. The indictment in no way involves San Lotus
Holding Inc. or any of our subsidiaries and the matters described therein do
not include any conduct involving, by, or on behalf of the Company or any of
our subsidiaries.



The enforcement actions were brought
against seven individuals, including Mr. Yu, alleging violations of Taiwan’s
banking and securities laws in connection with disclosure issues related to a
single corporate bond issuance. The action predates Mr. Yu’s employment with
the Company and is in connection with Mr. Yu’s service at another company, Da
Chuang Business Management Consultant Co., Ltd. and its subsidiary, Da Ren
International Investments Inc., which had conducted a general solicitation of
its corporate bonds to the general public in the year 2010. We do not expect this
litigation to have a material effect on our business.



16



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# 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



Our common stock, par value $1, has traded on the
over-the-counter bulletin board (“OTCBB”) under the ticker symbol “SLOT” since January
9, 2013.Since quoted on the OTCBB, our stock has yet to begin actively trading.
We have 165 shareholders of record as of  December 31, 2015.





























































































17



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# ITEM 6.                SELECTED FINANCIAL DATA



SAN LOTUS HOLDING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

2015
 2014Revenue
 1,046,380
 0Cost of sales
 496,071
 0Gross profit
 550,309
 0General and administrative
  expenses
 596,324
 186,525Profit (Loss) from Operations
 (46,015)
 (186,525)Other income (expenses)Interest income
 101
 8Gain on sale of property and
  investment securities
 39,121
 0Other income
 13,453
 0Total other income (expense)
 52,675
 8Net loss before income taxes
 6,660
 (186,517)Provision for income taxes
 800
 0Net loss
 5,860
 (186,517)Net loss attributable to
  noncontrolling interest
 0
 (5,737)Net loss attributable to San
  Lotus Holding Inc.
 5,860
 (180,780)Net Loss Per ShareBasic and Diluted
 0
 (0)Weighted Average Shares
  Outstanding:Basic and Diluted
 9,161,741
 2,235,693Other comprehensive income, net
  of tax:Net loss
 5,860
 (186,517)Foreign currency translation
  adjustment, net of tax
 (2,343,270)
 (168,278)Total comprehensive income
  (loss)
 (2,337,410)
 (354,795)Comprehensive income (loss)
  attributable to the noncontrolling interest
 0
 (5,737)Comprehensive income (loss)
  attributable to San Lotus Holding Inc.
 (2,337,410)
 (349,058)The accompanying notes are an
  integral part of these consolidated financial statements.








































18



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# ITEM 7.                MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The
following discussion and analysis of the results of operations and financial
condition of San Lotus Holding Inc. (“San Lotus” or the “Company”) should be
read in conjunction with our financial statements that are included elsewhere
in this Annual Report on Form 10-K. References in this
Management’s Discussion and Analysis of Financial Condition and Results of
Operations or Plan of Operations to “us,” “we,” “our” and similar terms refer
to the Company. This discussion includes forward-looking statements based upon
current expectations that involve risks and uncertainties, such as plans,
objectives, expectations and intentions. Actual results and the timing of
events could differ materially from those anticipated in these forward-looking
statements. Words such as “anticipate,” “estimate,” “plan,” “continuing,”
“ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could” and
similar expressions are used to identify forward-looking statements.



PLAN OF OPERATIONS



San
Lotus Holding Inc. was incorporated in the State of Nevada on June 21, 2011 to
market travel products and services to the growing “baby boomer” market, with
an initial focus on the Asian market. Our business plan for the next twelve
months includes the following anticipated milestones:



1.Developing Travel Agency in Taiwan-September 1, 2013- throughout
the life of Company



Our
plan of developing our travel agency in Taiwan includes: seeking to be (1)
approved by Taiwan government to operate travel agency in Taiwan and (2)
meeting the statutory requirements related to capital requirements, statutory
reserves and employing fit, proper and qualified management. We anticipate that
we may obtain the approval from Taiwan government by the end of 2016.The total
cost we have incurred and/or anticipated to engage such development is listed
as “set-up cost” and “operating expenses” in page 2. Developing travel agency
in Taiwan is an ongoing effort that will continue during the life of the Company.
To facilitate our developing efforts, we are actively seeking additional
funding on favorable terms to continue our development in Taiwan.



If additional funding is not available
on acceptable terms, we may not be able to implement our development in Taiwan
and continue our operations. We plan to be funded by private placement of our
equity securities and/or mortgage our land. But, there can be no assurance we
will be funded as such. Thus, there can be no assurance we will successfully
develop travel agency in Taiwan.



2.Acquisition of additional Travel Agencies-January 18, 2013- throughout
the life of Company



We
have entered into non-binding letters of intent to acquire the following travel
agencies and expect to complete the acquisitions by the end of 2016:



Company
 LocationUSA XO Tours Inc.
 
 Rosemead, CAXO Tours Canada Ltd.
 Vancouver, BC, CanadaSee World Holiday Ltd.
 Vancouver, BC, CanadaGrandfair Travel Ltd.
 Vancouver, BC, CanadaLok Yee Holiday Limited
 Hong KongSian Lian Hua International Travel
  Inc.
 Taipei, TaiwanSmileViet, JSC
 Hanoi, VietnamTourmaster Travel Service Inc.
 Taipei, TaiwanVietlink International Travel (HK)
  Ltd.
 Hong Kong




As
a general note, we expect the travel agencies will be able to continue to operate
as they have been, although we will integrate them into San Lotus by utilizing
a comprehensive accounting system and assisting them in their further
development. Although the non-binding letters of intent to acquire the travel
agencies above were entered, we remain in the preliminary discussion with them
about the specific considerations to acquire each of them. Thus, to date, we
are not able to estimate any specific costs in completing such acquisitions.



19



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Acquiring
travel agencies located both within and outside of Taiwan is an ongoing effort
that will continue during the life of the Company. To facilitate our
acquisition efforts, we will actively seeking additional funding on favorable
terms to continue our acquisition. If additional funding is not available on
acceptable terms, we may not be able to implement our acquisition plan and
continue our operations. We plan to be funded by private placement of our
equity securities and/or mortgage our land. But, there can be no assurance we
will be funded as such. Thus, there can be no assurance we will successfully
complete our acquisition of travel agencies.



3.Acquisition of additional land or land holding companies-Third
quarter of 2013- throughout the life of Company



San
Lotus was a shell corporation until our wholly-owned subsidiary, Green Forest
Management Consulting Inc. (“Green Forest”) acquired Da Ren International
Development Inc., a Taiwan (R.O.C.) land holding corporation (“Da Ren”), on
September 17, 2013. Da Ren’s sole asset is 32,273.68 square meters of land
located in Taichung City, Beitun District, Taiwan (R.O.C.). We acquired Da Ren
for $3,070,645. The transaction and all pertinent contracts in the transaction
were disclosed in the current report on Form-8-K filed on September 20, 2013. With
the acquisition of Da Ren, we are not only developing our travel agency in
Taiwan, an ongoing process in our development, but also acquiring land and land
holding companies, as well as acquiring travel agencies located both within and
outside of Taiwan.



OnMarch 31, 2015, our wholly-owned subsidiary, Green
Forestacquired Mao Ren International Inc.,a Taiwan (R.O.C.) land holding corporation("Mao Ren").We acquired Mao Ren for $1. The transaction and all pertinent
contracts in the transaction were disclosed in the current report on Form-8-K
filed on April 2, 2015.On March 31, 2015, our wholly-owned subsidiary, Green
Forest acquired from Yu, Chien-Yang  to the 35,251 square meters of land
in Dataoping Section of Zaoqiao Township, Miaoli County, Taiwan (R.O.C.) and
41,184 square meters of land in Laotianliao Section of Touwu Township, Miaoli
County, Taiwan (R.O.C.), all of which is 76,435 square meters.The
transaction and all pertinent contracts in the transaction were disclosed in the
current report on Form-8-K filed on April 3, 2015.



In
addition to our acquisition of Da Ren and Mao Ren, we have entered into letters
of intent to acquire the following land and land holding companies in Taiwan
and China. We expect to complete these acquisitions by the end of 2016.



Land or Land Holding Company
 
 Expected Acquisition DateDeng Wei Yuan Land (Taiwan, R.O.C.)
 
 The end of 2016Yao De International Recreation Inc.(Taiwan,
  R.O.C.)
 
 The end of 2016He
  Ping Zhen Development Ltd.(China)
 
 The end of 2016




We do not feel we are able to evaluate
the land holdings accurately or make definitive plans for how to utilize the
land and land holding companies until we can evaluate the properties as a
whole. But, to date, we plan to use the land as follows: (1) dispose of the
land for cash to develop other properties, (2) mortgage the land so that we may
develop it ourselves, (3) enter into a joint venture with another developer or
(4) use the land to capitalize other companies. We will evaluate this further
once we complete the above listed acquisitions.



Except
for the completed acquisitions of Da Ren, Mao Ren, and the land inMiaoli County,Taiwan (R.O.C.),we remain in the preliminary discussion about the specific consideration in
acquiring other land or land holding companies. Thus, to date, we are not able
to estimate any specific costs in completing the acquisitions other than the
completed acquisitions. Acquiring land and/or land holding companies is an
ongoing effort that will continue during the life of the Company. To facilitate
our acquisition efforts, we will be actively seeking additional funding on
favorable terms to continue our acquisition. If additional funding is not
available on acceptable terms, we may not be able to implement our acquisition
plan and continue our operations. We plan to be funded by private placement of
our equity securities and/or obtaining the loan by mortgage our land. But,
there can be no assurance we will be funded as such. Thus, there can be no
assurance we will successfully complete our acquisition of the land or land
holding companies.



20



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Results
of Operations

For the period ended December 31,
2015, we had
no revenue. Operating Expenses for the period ended December 31, 2015, totaled $596,324.



Capital Resources and Liquidity



Excluding
our planned acquisitions, we expect the running of San Lotus Holding Inc.,
Green Forest Management Consulting Inc., Da Ren International Development Inc.,
and Mao Ren to require approximately $210,000 to carry out planned operations
for the next 12 months. This includes as follows:



We expect our monthly expenses to continue at the rate of $17,500
after December 31, 2015, not including the costs we will incur in running any
of our planned acquisitions or embarking on any real estate development
activities. To meet our needs for cash required for sustain our businesses and
completing our planned acquisitions, we will need to generate sufficient
revenues or require additional funding.



As
of December 31, 2015, we had $136,125 cash in the bank, $406 cash held by
our wholly-owned Taiwan (R.O.C.) subsidiary, Green Forest Management Consulting
Inc., $28 cash held by our wholly-owned Taiwan (R.O.C.) subsidiary, Da Ren
International Development Inc., $3,676 cash held by our wholly-owned Taiwan
(R.O.C.) subsidiary, Mao Ren International Inc., and $0 cash held by our
wholly-owned California subsidiary, XO Experience Inc. We will likely have to
borrow funds from our President and Chairman, Chen Li-Hsing, to sustain our
operations until we are able to complete a private placement of our equity
securities and/or mortgage our land.



As
to our planned acquisitions, although the non-binding letters of intent to
acquire the travel agencies were entered, we remain in the preliminary
discussion with them about the specific considerations to acquire each of them.
Thus, to date, we are not able to estimate any specific costs in completing
such acquisitions. Additionally, except for the completed acquisitions of Da
Ren International Development Inc., Mao Ren International Inc., and the land inMiaoli County,Taiwan (R.O.C.),we remain in the preliminary discussion
about the specific consideration in acquiring other land or land holding
companies. Thus, to date, we are not able to estimate any specific costs in
completing the acquisitions other than the completed acquisitions.



If
we require additional funding to complete our planned acquisitions, we will
actively seeking additional funding by completing a private placement of our
equity securities and/or mortgage our land. But, there can be no assurance we
will be funded as such. And, there can be no assurance that our existing
shareholders will provide us with additional capital. Finally, if we are

21



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unable
to generate sufficient revenue and/or obtain additional funding, we may have to
cease operations entirely. We cannot guarantee that our operations and proceeds
from any funding will be sufficient for us to continue as going concern.



Revenue targets

The Company anticipates no revenues be made in the early
stages of completing our plan of operations.

Core services

The Company is incorporated tomarket its travel products and
services to the growing “baby boomer” market, with an initial focus on the
Asian market, which is herein incorporated by reference to Item 1 of this
annual report on Form 10K.

We anticipate that depending on
market conditions and our plan of operations, we may incur operating losses in
the foreseeable future. Our liquidity may be negatively impacted by the
significant costs associated with our public company reporting requirements,
costs associated with newly applicable corporate governance requirements,
including requirements under the Sarbanes-Oxley Act of 2002 and other rules
implemented by the Securities and Exchange Commission. We expect all of these
applicable rules and regulations to significantly increase our legal and
financial compliance costs and to make some activities more time consuming and
costly.

Based upon the above, we believe
thatto continue our daily operation and implement our plan of
operations, we will actively seeking additional funding on favorable terms. If
additional funding is not available on acceptable terms, we may not be able to
implement our operation plans and continue our operations. We plan to be funded
by private placement of our equity securities and/or obtaining the loan by
mortgage our land. But, there can be no assurance we will be funded as such.
Thus, there can be no assurance we

22



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will successfully continue our operation
and/or complete our plan of operations.



Off-Balance Sheet Arrangements

We have no off-balance sheet
arrangements.

Going Concern



At
present, we have no enough cash to pay for our selling, general and administrative
expenses. As such, in order to continue developing our operations as planned,
we may be reliant on obtaining additional funding by private placement of our
equity securities and/or obtaining the loan by mortgage our land. But, there
can be no assurance we will be funded as such. Thus, there can be no assurance
we will successfully continue our operation and/or complete our plan of operations.Based on these assumptions, our auditor has
expressed doubt about our ability to continue as a going concern.



OUTLOOK



By
the end of 2015, in addition to the planned acquisitions listed in this Item, we
intend to complete more acquisitions of lands; land holding companies; and/or
travel agencies.  We remain in the preliminary discussion with the acquired
parties about the specific considerations in such acquisitions. Thus, to date,
we are not able to estimate any specific costs in completing such acquisitions.



Once
we have completed such acquisitions, we will evaluate our land holdings as a
group and develop an overall plan for how to proceed going forward.



At that time, and once we determine
more definitively how the land will be utilized, we will develop cost
projections, milestones and plans for financing the land’s development. At
present, we anticipate that we will have the following four development
objectives for the properties: (1) dispose of the land for cash, (2) mortgage
the land to develop it ourselves, or (3) use the land to enter into a joint
venture with another developer or (4) use the land to capitalize other
companies.



Critical Accounting Policies



It
is our goal to clearly present our financial information in a manner that
enhances the understanding of our sources of earnings and cash flows, as well
as our financial condition. We do this by including the information required by
the SEC, as well as providing additional information that gives further insight
into our financial operations.



Our financial report includes a
discussion of our accounting principles, as well as methods and estimates used
in the preparation of our financial statements.



We
believe these discussions and statements fairly represent the financial position
and operating results of our company. The purpose of this portion of our
discussion is to further emphasize some of the more critical areas where a
significant change in facts and circumstances in our operating and financial
environment could cause a change in future reported financial results.



Impact of Accounting Pronouncements



There were no recent accounting
pronouncements that have had a material effect on our financial position or
results of operations.



Recently Issued Accounting Policies



We
have implemented all new accounting pronouncements that are in effect. These
pronouncements did not have any material impact on the financial statements
unless otherwise disclosed and we do not believe that there are any

23



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other new
accounting pronouncements that have been issued that might have a material
impact on our financial position or results of operations.





# ITEM 7A.             QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



We do not take positions or engage in
transactions in risk-sensitive market instruments in any substantial degree,
nor as defined by SEC rules and instructions. Based on the nature of our
current operations, we have not identified any issues of market risk at this
time.



# ITEM 8.                FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA



The information
to be reported under this item is submitted in a separate section of this
report. See Index to Consolidated Financial Statements on Page F-1.



# ITEM
9.                CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE



None.



# ITEM 9A.             CONTROLS
AND PROCEDURES



Disclosure
controls and procedures are controls and procedures that are designed to ensure
that information required to be disclosed in our reports filed under the
Securities Exchange Act of 1934 (the “Exchange Act”) are recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules
and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by the Company in the reports it files or submits under the Exchange
Act is accumulated and communicated to our management, including our chief
executive officer and chief financial officer, as appropriate, to allow for
timely decisions regarding required disclosure.  In designing and evaluating
our disclosure controls and procedures, management recognizes that any controls
and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and
management is required to apply its judgment in evaluating and implementing
possible controls and procedures.



Management
conducted its evaluation of disclosure controls and procedures under the
supervision of our chief executive officer.  Based on that evaluation, our
chief executive officer and chief financial officer concluded that our
disclosure controls and procedures were not effective as of December 31, 2013
due to material weaknesses in our internal control over financial reporting
which is described below.



Management
identified significant deficiencies related to (i) the lack of U.S. GAAP
expertise of our chief financial officer, (ii) the lack of U.S. GAAP expertise
of our internal accounting staff, and (iii) the company’s failure to have a
board of directors consisting of a majority of independent directors and our
lack of a director who qualifies as an audit committee financial expert as
defined in Item 407(d)(5)(ii) of Regulation S-K. We will be addressing these
weaknesses in the near term as the Company develops.



Changes in Internal Controls.



There were no changes in our internal controls over financial
reporting during the period covered by this report that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.



# ITEM 9B.             OTHER
INFORMATION



None.



24



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PART III



# ITEM 10.              DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



The following table sets forth the name and age of each of
our officers and directors as of December 31, 2015. Our executive officers are
elected annually by our board of directors. Our executive officers hold office
until they resign, are removed by the board of directors, or a successor is
duly elected and qualified.



Name
 
 Position
 
 AgeChen, Li-Hsing
 
 Chairman and
  Director until March 2, 2016
 
 68ChenTseng,
  Chih-Ying
 
 Chief Executive
  Officer until March 2, 2016
 
 57Lin, Mu Chen
 
 Chief Financial
  Officer
 
 36Yu, Chien-Yang
 
 Vice President
  and Director
 
 46Chen, Kuan-Yu
 
 Current
  Chairman, Secretary, and Director
 
 39Kwong, Edwin
 
 Director
 
 55Chen, Chuan-Chung
 
 Director
 
 47Chang, Fong-Bing
 
 Director
 
 67Lai, Chia Ling
 
 Director until
  March 2, 2016
 
 29




Set forth below is a brief description
of the background and business experience of each of our executive officers and
directors for the past five years.



Chen, Li-Hsing,Chairman and Directoruntil March 2, 2016,
Age 68



Chen
Li-Hsing has been our President and a director from 2011 to March 2, 2016. Mr.
Chen was named Chairman of the Board of Directors in 2013. Mr. Chen has also
been the Chief Executive Officer of USA XO Tours Inc., a California-based
travel agency, for the past five years. He is also the Chief Executive Officer
of TBWTV Inc., a California television station, a position he has held since
2011. Mr. Chen is an experienced executive who we believe brings along the work
experience necessary in starting up a business in the travel/leisure industry.
Prior to joining USA XO Tours Inc., from 1996-2006, Mr. Chen owned and managed
Century International High School, a Vancouver, British Columbia high school geared
toward international students desiring to obtain a Canadian diploma and pursue
post-secondary education in Canada. During that same time period, Mr. Chen also
owned and operated Century College, a Vancouver, British Columbia
post-secondary school established in 1996 focused on teaching English as a
Second Language to foreign students. Mr. Chen obtained his Ph.D. in Education
from Spalding University in Kentucky, a Master’s degree in Public
Administration from the University of San Francisco in California and a
Bachelor’s degree in architecture from National Taipei University of Technology
in Taiwan. Mr. Chen is the husband of our Chief Executive Officer, Chen Tseng
Chih Ying. Mr. Chen resides in Vancouver, British Columbia and California.



Chen, Tseng Chih-Ying, Chief
Executive Officer until March 2, 2016, Age 57



Chen
Tseng Chih-Ying has served as our Chief Executive Officer and a director from
2011 to March 2, 2016. She has been the President of XO Tours Canada Ltd., a
Canadian travel agency, for the past 15 years. She is an experienced executive
who we believe brings along the work experience and knowledge necessary to
start up and run a business in the travel and leisure industry. Mrs. Chen
obtained a Master’s degree in Public Administration from the University of San
Francisco in California and received a Bachelor’s degree in Chinese Literature
from Providence University in Taiwan. Mrs. Chen is the wife of our President,
Mr. Chen Li Hsing. Ms. Chen resides in Vancouver, British Columbia and California.



Lin, Mu-Chen, Chief Financial
Officer, Age 36



Lin
Mu-Chen has served as our Chief Financial Officer since 2011. From 2006 to
2009, Ms. Lin was an auditor at Price Waterhouse Coopers in Taiwan. From 2003
to 2005, Ms. Lin served as an auditor at Earnest & Co., CPAs. Ms. Lin
obtained a Bachelor of Commerce at Soochow University, Taiwan, in 2003 and was
certified as a public

25



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accountant in Taiwan in 2008. Ms. Lin serves on the boards
of several private companies and acts as internal accountant for several
private companies. Ms. Lin resides in Taiwan.



Yu, Chien-Yang, Vice President and
Director, Age 46



Yu Chien-Yang
has been our Vice President and a director since 2011. He has been an
owner/operator of his own business for the past 20 years. He built and operated
his own gift and premium goods business (items such as corporate gifts, pens,
bags, and umbrellas with corporate logos) both on the manufacturing front and
the wholesale end. Mr. Yu is currently the President of Songhai Mgt Consulting
Company LTD, a Taiwan company. Mr. Yu previously was the owner and operator for
Jin Su Limited, a souvenir design firm based in Taiwan, and Chuang Ju
International Limited, a manufacturing company based in Taiwan. Mr. Yu serves
on the board of several private companies and also involved in the management
of several private entities. We believe his experience building and running
businesses will be beneficial to us. Mr. Yu resides in Taiwan.



Chen, Kuan-Yu, Secretary, Age 39



Chen
Kuan-Yu has served as our Secretary since 2011, and has been appointed as our
Chairman on March 2, 2016. From 2010 to 2011, Mr. Chen served as an Associate
Director with AON Corporation in Hong Kong. From 2008 to 2009, Mr. Chen was a
Senior Consultant with LI Far East Limited, a Hong Kong company. From 2007 to
2008, Mr. Chen was a Manager with Deloitte Actuarial and Insurance Solutions in
Hong Kong. From 2000 to 2006, Mr. Chen was an Actuary with MetLife, where he was
based in New York for four years and in Taiwan for two years. Mr. Chen received
his B.A. in Applied Mathematics from Queen’s University in Canada in 2000 and
was qualified as an actuary by the Society of Actuaries in 2004. Mr. Chen
serves on the boards of several private companies and is involved in the
management of several private enterprises. Mr. Chen resides in Hong Kong and
Taiwan.



Kwong,
Edwin, Director, Age 55



Kwong, Edwinis the President, CEO of GUI Corporations
dba Mega Productions; HempCon Inc; and American Youth Obesity Research and
Prevention Foundation. Mr. Kwong earned his bachelor’s degree in mathematics
and computer science from the University of California, Los Angeles, and earned
his master’s degree in computer science from the University of South California
in 1986. After working for computer industry for many years, he left the
computer industry in 1992 to begin his career as an entrepreneur. We believe
his abundant experiences in company managements will be beneficial to us in overseeing
our business. Mr. Kwong resides in California.



Chen, Chuan-Chung, Director, Age 47

Chen, Chuan-Chungis the
president of AutarkyManagement
Consulting Inc. He is involved in all aspects of the business, from client
facing functions to engagement execution in management consulting.Mr. Chen established his own law firm in 1999, Chen
& Associates, which mainly provided local and international legal and
commercial services. He was a legal counsel for over 300 middle and small sized
enterprises. Mr. Chen was also active inprovidingpro bono
representation forgovernment bodies and non-profit organizations, such as
Taoyuan County;Taoyuan City;and National Taipei University.Furthermore, he gained extensive experience in the
government.Mr. Chen qualified as a
civil servant; judge;prosecutor;and
attorney by passing various national examinationsin 1993 and 1994. Hewas an official of Taiwan’sMinistryof
Finance,focusing on consumer
dispute resolution in the insurance industry. Mr. Chen resides in Taoyuan,
Taiwan.



Chang, Fong-Bing,
Director, Age 67

Chang, Fong-Bing, is
currently the senior advisor to Song-Hai Management Consulting Co Ltd. He is
involved in the Company with various projects in the corporate planning for
development of travel and tourism business. Mr. Chang was employed with China
Airlines, the leading air carrier of Taiwan, for nearly 39 years. He was
experienced numerous high level managerial positions in China Airline such as
the Vice President of the Americas, Vise President of the Mainland China,
General Manager of South Africa, General Manager of Germany, and General
Manager of Shanghai, Houston, Beijing and Los Angeles respectively. Mr. Chang
was retired from China Airline in 2013, his well and thorough business
experiences will be beneficial to the Corporate. Mr. Chang holds his bachelor
degree in Political Science at Chinese Culture University, Taiwan. He is
married with three children and resides in Kaohsiung, Taiwan.



Lai, Chia
Ling, Director until March 2, 2016, Age 29



Lai, Chia Lingis a human resources
manager at Autarky Services Inc from 2012 to March 2, 2016.Ms. Lai earned her bachelor’s degree in Education at
National Taitung University, Taiwan.Based
on her experiences in human resources and business administration, we believe
Ms. Lai ’s business experience and ability will be beneficial to the
Company. Ms. Lai resides in Taoyuan, Taiwan.



Term of Office



Our
Class I directors are appointed for a two-year term and our Class II directors
are appointed for a one-year term to hold office until the next annual meeting
of our stockholders or until removed from office in accordance with our bylaws.
Our officers are appointed by our board of directors and hold office until
removed by the board of directors. We have adopted a Code of Conduct that
applies to our directors, officers and employees (including our principal
executive officer, principal financial officer and principal accounting
officer), which is incorporated herein by reference to Exhibit 8.4 to Form 8-K
filed October 9, 2014. We intend to satisfy the disclosure requirement under
Item 5.05 of Form 8-K relating to amendments to or waivers from any provision
of our Code of Conduct applicable to the principal executive officer, principal
financial officer and principal accounting officer by posting this information
on our Internet site.



# ITEM 11.              EXECUTIVE
COMPENSATION



Summary Compensation Table



There has been no compensation awarded to,
earned by, or paid to any of our executive officers or directors for the period
from inception through the date filing thisAnnual Report on Form 10-K.



Option Grants Table



There were no individual grants of stock options to
purchase our common stock made to the executive officers named in the Summary
Compensation Table for the period from inception through the date filing thisAnnual Report on Form 10-K.



Aggregated Option Exercises and
Fiscal Year-End Option Value Table



There were no
stock options exercised for the period from inception through the date filing
thisAnnual Report on Form
10-K.



Long-Term Incentive Plan Awards
Table



There were no long-term incentive plan
awards made to named executive officers in the last two completed fiscal years
under any long-term incentive plan.



Compensation of Directors



Directors
are permitted to receive fixed fees and other compensation for their services
as directors on our board of directors. The board of directors has the
authority to fix the compensation of our directors. No amounts have been paid
to, or accrued to, directors in such capacity and none of our directors has a
compensation agreement or arrangement with the Company. At presentWu, Tsung-Lun;Lai, Chia Ling;Kwong, Edwin;Yueh Jung-Lin; andChang, Kaiare considered independent.



Employment Agreements



Currently, we do not have any
employment agreements in place with any of our officers or directors.



26



---



# ITEM
12.              SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS



The
following table provides the names and addresses of each person known to us to
own more than 5 percent of our outstanding shares of common stock as of  December
31, 2015 and by the officers and directors, individually and as a group. Except
as otherwise indicated, all shares are owned directly and the stockholders
listed possesses sole voting and investment power with respect to the shares
shown.

Title of Class
 
 Name &
  Address of Beneficial Owners
 
 Number of Shares
  Beneficial Owned
 
 PercentageCommon
 
 Yu,
  Chien-Yang(1)
  Office B302C,
  185 Kewang Road, Longtan Township,Taoyuan County 325, 
  Taiwan(R.O.C)
 
 15,067,096
 
 35.87%Common
 
 Chen, Kuan-Yu(2)
  Office B302C,
  185 Kewang Road, Longtan Township,Taoyuan County 325,
  Taiwan(R.O.C)
 
 22,547,437
 
 53.68%Common
 
 Lin, Mu-Chen
  Office B302C,
  185 Kewang Road, Longtan Township, Taoyuan County 325,
  Taiwan(R.O.C)
 
 1,200
 
 *Common
 
 Chen Tseng, Chih-Ying
  9971 Deagle Road 
  Richmond, British Columbia 
  Canada V7A 1P9
 
 78,213
 
 *Common
 
 Chen,Li-Hsing
  9971 Deagle Road 
  Richmond, British Columbia 
  Canada V7A 1P9
 
 7,690
 
 *Common
 
 Kwong, Edwin
  1535 Ruby Ct, Diamond Bar, CA 91765
 
 -
 
 -Common
 
 Lai, Chia Ling
  Office B302C,
  185 Kewang Road, Longtan Township,Taoyuan County 325,
  Taiwan(R.O.C)
 
 1,200
 
 *




(1)
 (i) Yu, Chien-Yang is our vice president and director. (ii)
  Consists of 14,051,192 shares of common stock beneficially owned by Yu
  Chien-Yang; (iii) 15,159 shares of common stock beneficially owned by Songhai
  Mgt. Consulting Co. Ltd., a Taiwan (R.O.C.) limited company, over which Mr.
  Yu exercises voting and investment control; (iv) 260,000 shares of common
  stock beneficially owned by Big Head Fish Ltd., a Seychelles limited company,
  over which Mr. Yu exercises voting and investment control. (v)600,801 shares of common stock beneficially owned by Darkin
  Ltd., a Seychelles limited company, over which Mr. Yu exercises voting and
  investment control;(vi) 66,756 shares of common stock beneficially owned by Ocean
  Reserve Ltd., a Seychelles limited company, over which Mr. Yu exercises
  voting and investment control;(vii) 73,188 shares
  of common stock beneficially owned by Ping East Ltd., a Seychelles limited
  company, over which Mr. Yu exercises voting and investment control.(2)
 (i) 16,416,563 shares of
  common stock beneficially owned by Chen, Kuan-Yu, our current chairman. (ii) 680,000shares of
  common stock beneficially owned by Allegro Equity Ltd., a Seychelles limited
  company, over which Lia Wang, Mr. Chen’s wife, exercises voting and investment
  control;(iii)5,450,874 shares of common stock beneficially owned by Gold Piven
  Ltd., a BVI limited company, over which Mr. Chen, Kuan-Yu exercises voting
  and investment control




(3)
 Based on 42,003,333 shares of common stock outstanding
  as of December 31, 2015.














27



---





# ITEM
13.              CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

The following table lists our
officers and directors and their relationship toGreen Forest Management Consulting Inc.;
Da Ren International Development Inc.;Mao
Ren International Inc. and XO Experience Inc.:



Positions Held in
Affiliated Entities

Name
 San Lotus Holding Inc.
 Green Forest Management
  Consulting Inc.
 Da Ren
  International Development Inc.
 Mao Ren International Inc.
 XO Experience Inc.Chen, Li-Hsing
 Chairman and Director
  (until March 2, 2016)
 -
 -
 -
 Chief Executive OfficerChenTseng, Chih-Ying
 Chief Executive Officer
  (until March 2, 2016)
 -
 -
 -
 Chief Financial Officer/
  Secretary /DirectorLin, Mu Chen
 Chief Financial Officer
 -
 Director
 -Yu, Chien-Yang
 Vice President and
  Director
 Director
 Chairman and Director
 -Chen, Kuan-Yu
 Current Chairman/Secretary /Director
 Director
 Director
 PresidentKwong, Edwin
 Director
 -
 -
 -Chen,
  Chuan-Chung
 Director
 -
 -
 -Chang,
  Fong-Bing
 Director
 -
 -
 -Lai, Chia Ling
 Director
  (until March 2, 2016)
 -
 -
 -




Related transaction onMarch 31, 2015, which was disclosed in our
current report on Form-8K filed April 2, 2015.



On March 31, 2015, our wholly-owned subsidiary, Green
Forest Management Consulting Inc., a Taiwan (R.O.C.) corporation (“Green Forest”),
entered into a stock purchase agreement (the “Stock Purchase Agreement”) to
purchase Mao Ren International Inc. (“Mao Ren”) from its shareholders, Chiu, Pao-Chi,  Chiun Jing Inc.,  Haug Inc.,  Jiu Bang Inc., and Wan Fu Inc., (together, the “Mao Ren
Sellers”) to acquire 100 percent of the outstanding share of common stock in
Mao Ren in exchange for US$1 (the “Purchase Price”).



Related transaction onMarch 31, 2015, which was disclosed in our
current report on Form-8K filed April 3, 2015.



On
March 31, 2015, our wholly-owned subsidiary, Green Forest Management Consulting
Inc., a Taiwan (R.O.C.) corporation (“Green Forest”), entered into a land
purchase agreement with Yu, Chien-Yang ( the “Seller”) to acquire 35,251 square
meters of land in Dataoping Section of Zaoqiao Township, Miaoli County, Taiwan
(R.O.C.) and 41,184 square meters of land in Laotianliao Section of Touwu Township,
Miaoli County, Taiwan (R.O.C.), all of which is 76,435 square meters (the “Land”).The following table details how the Shares were
distributed to the above officers, directors and affiliates in the Transaction
between Green Forest Management Consulting Inc. and Yu, Chien-Yang .



Name of Natural Person Affiliate
 A. Beneficial Ownership in San Lotus
  Shares Received (A = B x C)
 HoldingEntity
 D.Beneficial
  Ownership in Holding Entity
 E.San Lotus Shares
  Received in Holding EntityChen, Li-Hsing
 -
 -
 -
 -ChenTseng, Chih-Ying
 -
 -
 -
 -Lin, Mu Chen
 -
 -
 -
 -Yu, Chien-Yang
 6,195,484
 Gold Piven Limited.
 100%
 6,195,484Chen, Kuan-Yu
 -
 -
 -
 -Kwong, Edwin
 -
 -
 -
 -Wu, Tsung Lun
 -
 -
 -
 -Chang, Kai
 -
 -
 -
 -Yueh, Jung-Lin
 -
 -
 -
 -Lai, Chia Ling
 -
 -
 -
 -Chiang, Yu-Chang
 -
 -
 -




28



---







Related transaction onJune
12, 2015, which was disclosed in
our current report on Form-8K filed June 16, 2015.

On June 12, 2015, we assumed a debt of TWD$913,401,823
owed by Mao Ren International Inc. (the “Mao Ren”) by entering into an
agreement of assignment, assumption and release (the “Assumption”) with Mao Ren
as well as Maoren LAF Inc.; MR Apportion Inc.; and Maoren Investment Inc. (each
a “Creditor”, and, collectively the “Creditors”).The following table details
how the Shares were distributed to the above officers, directors and affiliates
in the Transaction among San Lotus Holding Inc.; Mao Ren; and Creditors.



Name of Natural Person Affiliate
 A. Beneficial Ownership in San Lotus
  Shares Received (A = B x C)
 HoldingEntity
 F.Beneficial
  Ownership in Holding Entity
 G.San Lotus Shares
  Received in Holding EntityChen, Li-Hsing
 -
 -
 -
 -ChenTseng, Chih-Ying
 -
 -
 -
 -Lin, Mu Chen
 -
 -
 -
 -Yu, Chien-Yang
 14,036,924
 self
 100%
 14,036,924Chen, Kuan-Yu
 15,427,651
 self
 100%
 15,427,651Kwong, Edwin
 -
 -
 -
 -Chen, Chuan-Chung
 -
 -
 -
 -Chang, Fong-Bing
 -
 -
 -
 -Lai, Chia Ling
 -
 -
 -
 -




Related transaction onAugust 14, 2015,
which was disclosed in our current report on Form-8K filed August
17, 2015.

On August 14, 2015, we entered into a
stock purchase agreement (the “Stock Purchase Agreement”) to purchase XO
EXPERIENCE INC. (“XO”) from its sole shareholder, ChenTseng, Chih-Ying (the “XO
Seller”) to acquire 100 percent of the outstanding share of common stock in XO in
exchange for US$1 (the “Purchase Price”).



Director Independence



At present, Lai, Chia Ling; Kwong, Edwin;Chen,
Chuan-Chung; andChang, Fong-Bingare
considered independent.



# ITEM 14.              PRINCIPAL
ACCOUNTING FEES AND SERVICES.



Below is the table of Audit Fees (amounts in US$) billed by
our auditor in connection with the audit of the Company’s annual financial
statements for the years ended:



Financial Statements for the Year Ended December 31
 Audit Services
 Audit Related Fees
 Tax Fees
 Other Fees2011
 $  5,000
 $0
 $0
 $02012
 $16,000
 $0
 $0
 $02013
 $50,300
 $0
 $0
 $02014
 $ 20,000
 $0
 $0
 $02015
 $60,000
 $0
 $0
 $0




29



---





# ITEM 15.              EXHIBITS,
FINANCIAL STATEMNET SCHEDULES.

(a)
 Documents
  filed as part of this report:Reports
  of Independent Registered Public Accounting FirmFinancial
  Statements covered by the Report of Independent Registered Public Accounting
  FirmConsolidated
  Balance Sheets as of December 31, 2015 and 2014Consolidated
  Statements of Operations and Comprehensive Income for the years ended
  December 31, 2015 and 2014; and period from June 21, 2011 through December
  31, 2015Consolidated
  Statements of Changes in Shareholders Equity for the period from June 21,
  2011 through December  31, 2015Consolidated
  Statements of Cash Flows for the years ended December 31, 2015 and 2014, and
  period from June 21, 2011 through December 31, 2015Notes
  to Consolidated Financial Statements ended December 31, 2015(b)
 Exhibits:3.1
 Articles
  of Incorporation of San Lotus Holding Inc., effective June 21, 2011,
  (incorporated herein by reference to Exhibit 3.1 to Form S-1(File No.
  333-176694) filed September 6, 2011).3.2
 Certificate
  of Amendment to Articles of Incorporation of San Lotus Holding Inc., dated
  May 15, 2012, (incorporated herein by reference to Form S-1 (File No.
  333-176694) filed June 29, 2012).3.3
 By-laws
  of San Lotus Holding Inc. (incorporated herein by reference to Exhibit 3.2 to
  Form S-1 (File No. 333-176694) filed September 6, 2011).3.4
 Amended
  and Restated By-laws of San Lotus Holding Inc. (incorporated herein by
  reference to Exhibit 3.1 to Form 8-K filed January 17, 2013).3.5
 Amended
  and Restated By-laws of San Lotus Holding Inc. (incorporated herein by reference
  to Exhibit 5.3 to Form 8-K filed October 8, 2014).3.6
 Amended
  and Restated By-laws of San Lotus Holding Inc. (incorporated herein by
  reference to Exhibit 5.3 to Form 8-K filed May 6, 2015).3.7
 Amended
  and Restated By-laws of San Lotus Holding Inc. (incorporated herein by
  reference to Exhibit 5.3 to Form 8-K filed September 23, 2015).4.1
 Form
  of Subscription Agreement of San Lotus Holding Inc. (incorporated herein by
  reference to Exhibit 4.1 to Form S-1 (File No. 333-176694) filed June 29,
  2012).10.1
 Non-binding Letter of Intent, dated February 2, 2013, by
  and between San Lotus Holding Inc. and Yao De International Recreation Inc.
  (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed February
  4, 2013).10.2
 Non-binding Letter of Intent, dated February 3, 2013, by
  and between San Lotus Holding Inc. and Da Chuang Business Management
  Consultant Co., Ltd. (incorporated herein by reference to Exhibit 10.1 to
  Form 8-K filed February 7, 2013).10.3
 Non-binding Letter of Intent, dated January 18, 2013, by
  and between San Lotus Holding Inc. and USA XO Tours Inc. (incorporated herein
  by reference to Exhibit 10.1 to Form 8-K filed January 22, 2013). 30


---



|      |                                                                                                                                                                                                                                                                                                                                        
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.4  | Non-binding Letter of Intent, dated January 20, 2013, by
  and between San Lotus Holding Inc. and Lok Yee Holiday Ltd. (incorporated
  herein by reference to Exhibit 10.1 to Form 8-K filed January 25, 2012).                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                        
|10.5  | Non-binding Letter of Intent, dated January 27, 2013, by
  and between San Lotus Holding Inc. and Sin Lian Hua International Travel Inc.
  (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed January
  31, 2013).                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                        
|10.6  | Non-binding
  Letter of Intent, dated February 4, 2013, by and between Green Forest
  Management Consulting Inc. and Deng Wei Yuan (incorporated herein by
  reference to Exhibit 10.1 to Form 8-K filed February 8, 2013).                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                        
|10.7  | Non-binding
  Letter of Intent, dated April 15, 2015, by and between San Lotus Holding Inc.
  andHe Ping Zhen Development Ltd.(incorporated herein by
  reference to Exhibit 10.1 to Form 8-K filed April 21, 2015).                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                        
|10.8  | Convertible Loan Agreement, dated February 25, 2013, by
  and between San Lotus Holding Inc. and USA XO Tours Inc. (incorporated herein
  by reference to Exhibit 10.1 to Form 8-K filed February 28, 2013).                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                        
|10.9  | Stock Purchase Agreement, dated September 13, 2012, by
  and between San Lotus Holding Inc. and Yu Chien Yang (incorporated herein by
  reference to Exhibit 10.9 to Form S-1 (File No. 333-176694) filed September
  19, 2012).                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                        
|10.10 | Non-binding Letter of Intent, dated January 18, 2013, by
  and between San Lotus Holding Inc. and USA XO Tours Canada Ltd. (incorporated
  herein by reference to Exhibit 10.2 to Form 8-K filed January 22, 2013).                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                        
|10.11 | Non-binding Letter of Intent, dated January 27, 2013, by
  and between San Lotus Holding Inc. and Mao Ren International Inc.
  (incorporated herein by reference to Exhibit 10.2 to Form 8-K filed January
  31, 2013).                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                        
|10.12 | Letter from Investment Commission, Ministry of Economic
  Affairs, Taiwan (R.O.C.), approving San Lotus Holding Inc.’s Investment In
  Green Forest Management Consulting Inc., a Taiwan corporation, dated May 21,
  2012, (incorporated herein by reference to Exhibit 10.3 to Form S-1 (File No.
  333-176694) filed June 29, 2012).
|      |                                                                                                                                                                                                                                                                                                                                        
|10.13 | Stock Purchase Agreement of San Lotus Holding Inc., dated
  March 31, 2012, by and between TBWTV Inc. and San Lotus Holding Inc.
  (incorporated herein by reference to Exhibit 10.4 to Form S-1 (File No.
  333-176694) filed June 29, 2012).                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                        
|10.14 | Asset Purchase Agreement, dated as of June 5, 2012, by
  and between San Lotus Holding Inc. and USA XO Tours Inc. (incorporated herein
  by reference to Exhibit 10.5 of Form S-1 (File No. 333-176694) filed June 29,
  2012).                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                        
|10.15 | Share Repurchase Agreement, dated July 10, 2012, by and
  between San Lotus Holding Inc. and Yu Chang Chiang (incorporated herein by
  reference to Exhibit 10.6 of Form S-1 (File No. 333-176694) filed July 25,
  2012).                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                        
|10.16 | Share Repurchase Agreement, dated July 10, 2012, by and
  between San Lotus Holding Inc. and Yu Chien Yang (incorporated herein by reference
  to Exhibit 10.7 to Form S-1 (File No. 333-176694) filed August 29, 2012).                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                        
|10.17 | Stock Purchase Agreement, dated September 13, 2012, by
  and between San Lotus Holding Inc. and Chen Kuan Yu (incorporated herein by
  reference to Exhibit 10.8 to Form S-1(File No. 333-176694) filed September
  19, 2012).                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                        
|10.18 | Subscription Agreement of San Lotus Holding Inc., dated
  January 20, 2012, by and between A Peace World Holding Inc. and San Lotus
  Holding Inc. (incorporated herein by reference to Exhibit 10.2 to Form S-1
  (File No. 333-176694) filed June 29, 2012).                                                                         

31



---



|      |                                                                                                                                                                                                                                                                                                                                                                   
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.19 | Non-binding Letter of Intent, dated March 16, 2013, to
  Acquire Smileviet, JSC (incorporated herein by reference to Exhibit 10.1 to
  Form 8-K filed March 18, 2013).                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                   
|10.20 | Non-binding Letter of Intent, dated March 16, 2013, to
  Acquire Tourmaster Travel Service Inc. (incorporated herein by reference to
  Exhibit 10.2 to Form 8-K filed March 18, 2013).                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                   
|10.21 | Non-binding Letter of Intent, dated March 16, 2013, to
  Acquire Vietlink International Travel (HK) Ltd. (incorporated herein by
  reference to Exhibit 10.3 to Form 8-K filed March 18, 2013).                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                   
|10.22 | Stock Purchase Agreement, dated as of September 17, 2013,
  by and among Green Forest Management Consulting Inc., Chang Cheng-Sung, Liao
  Chi-Sheng, Yu Chien-Yang, and Da Chuang Business Management Consulting C.,
  Ltd(incorporated herein by reference to Exhibit 10.1 to Form 8-K filed
  September 20, 2013).                                             
|10.23 | Agreement of Assignment, Assumption and
  Release, dated as of September 17, 2013 by and among San LotusHolding Inc., Green
  Forest Management Consulting Inc., Chang Cheng-Sung, Liao Chi-Sheng, Yu
  Chien-Yang and Da Chuang Business Management Consulting C., Ltd.(incorporated
  herein by reference to Exhibit 10.3 to Form 8-K filed September 20, 2013).
|      |                                                                                                                                                                                                                                                                                                                                                                   
|10.24 | Cancellation of Promissory Note, dated
  as of September 17, 2013, by and between San Lotus Holding Inc., Green Forest
  Management Consulting Inc., Chang Cheng-Sung, Liao Chi-Sheng, Yu Chien-Yang
  and Da Chuang Business Management Consulting Co., Ltd.(incorporated herein by reference to Exhibit 10.4 to Form
  8-K filed September 20, 2013).           
|      |                                                                                                                                                                                                                                                                                                                                                                   
|10.25 | Regulation S Stock Purchase Agreement, dated of September 17,
  2013, between San Lotus Holding Inc. and the Purchasers named therein (incorporated
  herein by reference to Exhibit 10.5 to Form 8-K filed September 20, 2013).                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                   
|10.26 | Land Purchase Agreement, dated October 29, 2013, by and
  among Green Forest Management Consulting Inc., Yu Chien-Yang and Da Chuang
  Business Management Consulting Co., Ltd. (incorporated herein by reference to
  Exhibit 10.1 to Form 8-K filed November 4, 2013).                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                   
|10.27 | Agreement of Assignment, Assumption and
  Release, dated as of October 29, 2013, by and among San Lotus Holding Inc.,
  Green Forest Management Consulting Inc., Yu Chien-Yang and Da Chuang Business
  Management Consulting Co., Ltd.(incorporated
  herein by reference to Exhibit 10.3 to Form 8-K filed November 4, 2013).                                   
|      |                                                                                                                                                                                                                                                                                                                                                                   
|10.28 | Cancellation of Promissory Note, dated
  as of October 29, 2013, by and between San Lotus Holding Inc., Green Forest
  Management Consulting Inc., Yu Chien-Yang and Da Chuang Business Management
  Consulting Co., Ltd.(incorporated herein by
  reference to Exhibit 10.4 to Form 8-K filed November 4, 2013).                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                   
|10.29 | Regulation S Stock Purchase Agreement,
  dated as of October 29, 2013, between San Lotus Holding Inc. and the
  Purchasers named therein.(incorporated herein by reference to Exhibit 10.5 to Form
  8-K filed November 4, 2013).                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                   
|10.30 | Regulation D Stock Purchase Agreement,
  dated as of October 29, 2013, between San Lotus Holding Inc. and the
  Purchasers named therein.(incorporated herein by reference to Exhibit 10.6 to Form
  8-K filed November 4, 2013).                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                   
|10.31 | Regulation D Stock Purchase Agreement,
  dated as of October 29, 2013, between San Lotus Holding Inc. and Megan J.
  Penick.(incorporated herein by reference to Exhibit 10.7 to Form
  8-K filed November 4, 2013).                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                   
|10.32 | Appraisal Report of Zhanmao Real Estate
  Appraisers Firm.(incorporated
  herein by reference to Exhibit 10.8 to Form 8-K filed November 4, 2013).                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                   
|10.33 | Land Purchase Agreement, dated December
  27, 2013, by and among Green Forest Consulting Inc and Yu, Chien-yang
  (incorporated herein by reerence to Exhibit 10.1 to Form 8-K filed December
  30, 2013)                                                                                                                                                         

32



---



|      |                                                                                                                                                                                                                                                                                                                     
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.34 | Agreement of Assignment, Assumption and
  Release, dated as of December 27, 2013, by and among San Lotus Holding Inc.;
  Green Forest Management Consulting Inc.; and  Yu, Chien-Yang(incorporated
  herein by reference to Exhibit 10.3 to Form 8-K filed December 30, 2013).                                      
|      |                                                                                                                                                                                                                                                                                                                     
|10.35 | Cancellation of Promissory Note, dated
  as of December 27, 2013, by and between San Lotus Holding Inc.; Green Forest
  Management Consulting Inc.; and Yu, Chien-Yang(incorporated
  herein by reference to Exhibit 10.4 to Form 8-K filed December 30, 2013).                                                     
|      |                                                                                                                                                                                                                                                                                                                     
|10.36 | Regulation S Stock Purchase Agreement,
  dated as of December 27, 2013, between San  Lotus Holding Inc. and the
  Purchasers named therein.(incorporated herein by reference to Exhibit 10.5 to Form
  8-K filed December 30, 2013).                                                                                
|      |                                                                                                                                                                                                                                                                                                                     
|10.37 | Regulation D Stock Purchase Agreement,
  dated as of December 27, 2013, between San Lotus Holding Inc. and the
  Purchasers named therein.(incorporated herein by reference to Exhibit 10.6 to Form
  8-K filed December 30, 2013).                                                                                 
|      |                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                     
|10.38 | Appraisal Report of Zhanmao Real Estate
  Appraisers Firm.(incorporated
  herein by reference to Exhibit 10.8 to Form 8-K filed December 30, 2013).                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                     
|10.39 | Land
  Purchase Agreement, dated March 13, 2014, by and among Green Forest
  Management Consulting Inc. and Lo, Fun-Ming (incorporated herein by reference
  to Exhibit 10.1 to Form 8-K filed March 13, 2014)                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                     
|10.40 | Agreement of Assignment, Assumption and
  Release, dated as of March 13, 2014, by and among San Lotus Holding Inc.;
  Green Forest Management Consulting Inc.; and Lo, Fun-Ming(incorporated
  herein by reference to Exhibit 10.3 to Form 8-K filed March 13, 2014).                                               
|      |                                                                                                                                                                                                                                                                                                                     
|10.41 | Cancellation of Promissory Note, dated
  as of March 13, 2014, by and between San Lotus Holding Inc.; Green Forest
  Management Consulting Inc.; and Lo, Fun-Ming(incorporated
  herein by reference to Exhibit 10.4 to Form 8-K filed March 13, 2014).                                                             
|      |                                                                                                                                                                                                                                                                                                                     
|10.42 | Regulation S Stock Purchase Agreement,
  dated as of March 13, 2014, between San Lotus Holding Inc. and the Purchasers
  named therein.(incorporated herein by reference to Exhibit 10.5 to Form
  8-K filed March 13, 2014).                                                                                       
|      |                                                                                                                                                                                                                                                                                                                     
|10.43 | Regulation D Stock Purchase Agreement,
  dated as of March 13, 2014, between San Lotus Holding Inc. and the Purchasers
  named therein.(incorporated herein by reference to Exhibit 10.6 to Form
  8-K filed March 13, 2014).                                                                                       
|      |                                                                                                                                                                                                                                                                                                                     
|10.44 | Land Purchase Agreement, dated August 11, 2014, by and
  among Green Forest Management Consulting Inc.; Lo, Fun-Ming; Yu, Chien-Yang;
  and Mao Ren International Inc. (Incorporated herein by reference to Exhibit
  10.1 to Form 8-K filed August 13, 2014).                                                      
|      |                                                                                                                                                                                                                                                                                                                     
|10.45 | Agreement of Assignment, Assumption and
  Release, dated as of August
  11, 2014, by and among San
  Lotus Holding Inc.; Green Forest Management Consulting Inc.; Lo, Fun-Ming; Yu, Chien-Yang; andMao Ren
  International Inc.(incorporated herein by reference to Exhibit 10.5 to Form 8-K filed August 13, 2014).
|      |                                                                                                                                                                                                                                                                                                                     
|10.46 | Cancellation of Promissory Note, dated
  as ofAugust 11, 2014, by and between San Lotus Holding
  Inc.; Green Forest Management Consulting Inc.;  Lo, Fun-Ming; Yu, Chien-Yang; andMao Ren
  International Inc.(incorporated herein by reference to Exhibit 10.7 to Form 8-K filed August 13, 2014).                
|      |                                                                                                                                                                                                                                                                                                                     
|10.47 | Regulation S Stock Purchase Agreement,
  dated as ofAugust 11, 2014, between San Lotus Holding Inc.
  and the Purchasers named therein.(incorporated herein by reference to Exhibit 10.9 to Form 8-K filed August 13, 2014).                                                                                        

33



---



|      |                                                                                                                                                                                                                                                                                                      
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.48 | Regulation D Stock Purchase Agreement,
  dated as ofAugust 11, 2014, between San Lotus Holding Inc.
  and the Purchasers named therein.(incorporated herein by reference to Exhibit 10.11 to Form 8-K filed August 13, 2014).                                                                        
|      |                                                                                                                                                                                                                                                                                                      
|10.49 | Land
  Purchase Agreement, dated August 11, 2014, by and among Freen Forest
  Management Consulting Inc. and Chen, Kuan Yu (incorporated herein by
  reference to Exhibit 10.2 to Form 8-K filed August 13, 2014)                                                                                    
|      |                                                                                                                                                                                                                                                                                                      
|10.50 | Agreement of Assignment, Assumption and Release,
  dated as of August 11, 2014, by and among San Lotus Holding Inc.; Green
  Forest Management Consulting Inc.;and
  Chen, Kuan Yu(incorporated herein by reference to Exhibit 10.6 to
  Form 8-K filed August 13, 2014).                            
|      |                                                                                                                                                                                                                                                                                                      
|10.51 | Cancellation of Promissory Note, dated as ofAugust 11,
  2014, by and between San Lotus Holding Inc.; Green Forest Management
  Consulting Inc.; and Chen, Kuan Yu(incorporated
  herein by reference to Exhibit 10.8 to Form 8-K filed August 13, 2014).                                            
|      |                                                                                                                                                                                                                                                                                                      
|10.52 | Regulation S Stock Purchase Agreement, dated as ofAugust 11,
  2014, between San Lotus Holding Inc. and the Purchasers named therein(incorporated herein by reference to
  Exhibit 10.10 to Form 8-K filed August 13, 2014).                                                                         
|      |                                                                                                                                                                                                                                                                                                      
|10.53 | Regulation D Stock Purchase Agreement, dated as ofAugust 11,
  2014, between San Lotus Holding Inc. and the Purchasers named therein(incorporated herein by reference to
  Exhibit 10.12 to Form 8-K filed August 13, 2014).                                                                         
|10.54 | Land Selling Agreement, dated as of December 4,
  2014, between Green Forest Management Consulting Inc. and Yu, Chien-Yang(incorporated herein by reference to Exhibit 10.53 to Form 10-K filed March
  30, 2015)                                                                                    
|      |                                                                                                                                                                                                                                                                                                      
|10.55 | Stock Purchase Agreement, dated as of March 31,
  2015, between Green Forest Management Consulting Inc. and the Purchasers named therein(incorporated herein by reference to Exhibit
  10.1 to Form 8-K filed April 2, 2015)                                                                         
|      |                                                                                                                                                                                                                                                                                                      
|10.56 | Land Purchase Agreement, dated as of March 31, 2015,
  between Green Forest Management Consulting Inc. and Yu, Chien-Yang(incorporated herein by reference to Exhibit
  10.1 to Form 8-K filed April 3, 2015)                                                                                        
|      |                                                                                                                                                                                                                                                                                                      
|10.57 | Promissory Note, dated as of March 31, 2015, between
  Green Forest Management Consulting Inc. and Yu Chien-Yang(incorporated herein by reference to Exhibit
  10.2 to Form 8-K filed April 3, 2015)                                                                                                 
|      |                                                                                                                                                                                                                                                                                                      
|10.58 | Agreement of Assignment, Assumption and Release,
  dated as of March 31, 2015, by and among San Lotus Holding Inc.; Green Forest
  Management Consulting Inc.; and Yu, Chien-Yang(incorporated
  herein by reference to Exhibit 10.3 to Form 8-K filed April 3, 2015)                                
|      |                                                                                                                                                                                                                                                                                                      
|10.59 | Cancellation of Promissory Note, dated as of March
  31, 2015, by and between San Lotus Holding Inc.; Green Forest Management
  Consulting Inc.; and Yu, Chien-Yang(incorporated
  herein by reference to Exhibit 10.4 to Form 8-K filed April 3, 2015)                                              
|      |                                                                                                                                                                                                                                                                                                      
|10.60 | Regulation S Stock Purchase Agreement, dated as of
  March 31, 2015, between San Lotus Holding Inc. and the Purchaser Named
  Therein(incorporated herein by
  reference to Exhibit 10.5 to Form 8-K filed April 3, 2015)                                                                            
|      |                                                                                                                                                                                                                                                                                                      
|10.61 | Agreement of Assignment, Assumption and Release,
  dated as of June 12, 2015, by and among San Lotus Holding Inc.; Mao Ren
  International Inc.; Maoren LAF Inc.; MR Apportion Inc.; and Maoren Investment
  Inc.(incorporated herein by
  reference to Exhibit 10.1 to Form 8-K filed June 16, 2015)
|      |                                                                                                                                                                                                                                                                                                      
|10.62 | Cancellation Agreement, dated as of June 12, 2015,
  by and between San Lotus Holding Inc.; Mao Ren International Inc.; Maoren LAF
  Inc.; MR Apportion Inc.; and Maoren Investment Inc.(incorporated herein by reference to Exhibit
  10.2 to Form 8-K filed June 16, 2015)                         

34



---



|         |                                                                                                                                                                                                                                
|-------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.63    | Regulation S Stock Purchase Agreement, dated as of
  June 12, 2015, between San Lotus Holding Inc. and the Purchaser Named Therein(incorporated herein by reference to Exhibit 10.3 and 10.4 to Form 8-K filed June
  16, 2015)
|         |                                                                                                                                                                                                                                
|10.64    | Stock Purchase Agreement, dated as of August 14,
  2015, between San Lotus Holding Inc. and the
  Sellers named therein(incorporated
  herein by reference to Exhibit 10.1 to Form 8-K filed August 17, 2015)                  
|         |                                                                                                                                                                                                                                
|21.1     | List of Subsidiaries of Registrant
  .                                                                                                                                                                                         
|         |                                                                                                                                                                                                                                
|31.1     | Certification
  of our Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
  Act of 2002.                                                                                                                    
|         |                                                                                                                                                                                                                                
|31.2     | Certification
  of our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
  Act of 2002.                                                                                                                    
|         |                                                                                                                                                                                                                                
|32.1     | Certification
  of our Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
  Act of 2002.                                                                                                                    
|         |                                                                                                                                                                                                                                
|32.2     | Certification
  of our Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
  Act of 2002                                                                                                                     
|         |                                                                                                                                                                                                                                
|99.1     | Report
  of Independent Registered Public Accounting Firm                                                                                                                                                                      
|         |                                                                                                                                                                                                                                
|101.INS* | XBRL Instance Document                                                                                                                                                                                                         
|         |                                                                                                                                                                                                                                
|101.SCH* | XBRL Taxonomy Extension Schema                                                                                                                                                                                                 
|         |                                                                                                                                                                                                                                
|101.CAL* | XBRL Taxonomy Extension Calculation Linkbase                                                                                                                                                                                   
|         |                                                                                                                                                                                                                                
|         |                                                                                                                                                                                                                                
|101.DEF* | XBRL Taxonomy Extension Definition Linkbase                                                                                                                                                                                    
|         |                                                                                                                                                                                                                                
|101.LAB* | XBRL Taxonomy Extension Label Linkbase                                                                                                                                                                                         



* Pursuant to Rule 406T of Regulation S-T,
these interactive data files are deemed not filed or part of a
registration statement or prospectus for purposes of Sections 11 or 12 of the
Securities Act of 1933 or Section 18 of the Securities Exchange Act of
1934 and otherwise are not subject to liability under those
sections.



SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.



Dated: March 8, 2016.

SAN
LOTUS HOLDING INC.



By:/s/ Chen,Kuan-Yu

Chen,
Kuan-Yu

Chairman



By:/s/
Lin, Mu Chen

Lin,
Mu Chen

Principal
Financial Officer



35



---





POWER OF ATTORNEY



KNOW ALL MEN BY
THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Chen Tseng Chih Ying and Lin Mu Chen, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any and all amendments to the Annual Report on Form 10-K for
the Company’s 2013 fiscal year, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or either of them, or their or his substitutes,
may lawfully do or cause to be done by virtue thereof. 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 above.



SIGNATURE
 
 TITLE/s/ Chen, Kuan-Yu
 
 Chairman, Director
  (Principal Executive Officer)Chen, Kuan-Yu/s/ Lin, Mu ChenLin, Mu Chen
 
 Chief Financial Officer
  (Principal Financial and Accounting Officer)/s/ Yu, Chien YangYu, Chien Yang
 
 Vice President, Director


































































36



---









CONTENTSREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (incorporated
  herein by reference to Exhibit 99.1 in this Form 10-K)FINANCIAL STATEMENTSConsolidated Balance Sheets
 
 
 
 F1Consolidated Statements of Operations and Comprehensive
  Income (Loss)
 
 
 F2Consolidated Statements of Changes in Shareholders' Equity
 
 F3Consolidated Statements of Cash Flows
 
 
 F4Notes to Financial Statements
 
 
 
 F5-F12










































































37



---







SAN LOTUS HOLDING INC. AND SUBSIDIARIES

CONSOLIDATED BALABNCE SHEETS



December 31, 2015
 December 31, 2014ASSETSCurrent AssetsCash and cash equivalents
 136,125
 13,159Prepaid and other current assets
 469,008
 211,272Total Current Assets
 605,133
 224,431Property and equipment, net
 5,891,504
 3,427,998Goodwill
 1,145,848
 0Other receivable-noncurrent
 26,967,654
 0Other assets
 6,882
 4,091Total Assets
 34,617,021
 3,656,520LIABILITIES AND EQUITYCurrent LiabilitiesAccounts payable
 39,118
 5,370Accrued liabilities
 327,344
 220,687Unearned revenue
 295,803
 0Total Current Liabilities
 662,265
 226,057Stockholders' EquityCommon stock
 42,003,333
 83,682,054Additional paid-in capital
 24,000
 110,145,249Treasury Stock
 (1,815,415)
 (189,275,446)Common stock, outstanding
 40,211,918
 4,551,857Less: Subscription receivable
 (2,811,034)
 0Accumulated deficit
 (934,578)
 (940,437)Accumulated other comprehensive
  loss
 (2,511,550)
 (168,278)Total San Lotus Holding Inc.
  stockholders' equity
 33,954,756
 3,443,142Noncontrolling interest
 0
 (12,679)Total Equity
 33,954,756
 3,430,463Total Liabilities and Equity
 34,617,021
 3,656,520The accompanying notes are an
  integral part of these consolidated financial statements.




























F-1



38



---









SAN LOTUS HOLDING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

2015
 2014Revenue
 1,046,380
 0Cost of sales
 496,071
 0Gross profit
 550,309
 0General and administrative
  expenses
 596,324
 186,525Profit (Loss) from Operations
 (46,015)
 (186,525)Other income (expenses)Interest income
 101
 8Gain on sale of property and
  investment securities
 39,121
 0Other income
 13,453
 0Total other income (expense)
 52,675
 8Net loss before income taxes
 6,660
 (186,517)Provision for income taxes
 800
 0Net loss
 5,860
 (186,517)Net loss attributable to
  noncontrolling interest
 0
 (5,737)Net loss attributable to San
  Lotus Holding Inc.
 5,860
 (180,780)Net Loss Per ShareBasic and Diluted
 0
 (0)Weighted Average Shares
  Outstanding:Basic and Diluted
 9,161,741
 2,235,693Other comprehensive income, net
  of tax:Net loss
 5,860
 (186,517)Foreign currency translation
  adjustment, net of tax
 (2,343,270)
 (168,278)Total comprehensive income
  (loss)
 (2,337,410)
 (354,795)Comprehensive income (loss)
  attributable to the noncontrolling interest
 0
 (5,737)Comprehensive income (loss)
  attributable to San Lotus Holding Inc.
 (2,337,410)
 (349,058)The accompanying notes are an
  integral part of these consolidated financial statements.














F-2



39



---



















SAN LOTUS HOLDING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

PERIOD FROM JANUARY 1, 2014 THROUGH DECEMBER 31, 2015

Common Stock (Shares)
 Common Stock (Amount)
 Additional Paid-in Capital
 Accumulated Deficit
 Other Comprehensive Income
 Noncontrolling Interest
 Contra Equity Other Receivable
 Treasury Stock
 TotalBalance, December 31, 2013
 9,685,948
 9,685,948
 3,436,872
 (759,657)
 (102,733)
 (6,941)
 0
 (8,570,963)
 3,682,526Issuance of common stock
 73,996,106
 73,996,106
 106,708,377
 0
 0
 0
 0
 0
 180,704,483Treasury Stock
 0
 0
 0
 0
 0
 0
 0
 (180,704,483)
 (180,704,483)Translation adjustment
 0
 0
 0
 0
 (65,545)
 0
 0
 0
 (65,545)Net loss
 0
 0
 0
 (180,780)
 0
 (5,738)
 0
 0
 (186,518)Balance, December 31, 2014
 83,682,054
 83,682,054
 110,145,249
 (940,437)
 (168,278)
 (12,679)
 0
 (189,275,446)
 3,430,463Issuance of common stock
 35,660,060
 35,660,060
 0
 0
 0
 0
 0
 0
 35,660,060Cancellation of treasury shares
 (77,338,782)
 (77,338,782)
 (110,121,249)
 0
 0
 0
 0
 187,460,031
 0Subscription receivable
 0
 0
 0
 0
 0
 0
 (2,811,034)
 0
 (2,811,034)Translation adjustment
 0
 0
 0
 0
 (2,343,270)
 12,679
 0
 0
 (2,330,591)Net loss
 0
 0
 0
 5,859
 0
 0
 0
 0
 5,859Balance, December 31, 2015
 42,003,332
 42,003,332
 24,000
 (934,578)
 (2,511,548)
 0
 (2,811,034)
 (1,815,415)
 33,954,757The accompanying notes are an
  integral part of these consolidated financial statements.












F-3



40



---



































SAN LOTUS HOLDING INC.CONSOLIDATED STATEMENTS OF CASH FLOW

FOR THE YEARS ENDED DECEMBER 31, 2015 and 2014

2015
 2014
 
 2013Cash Flows from Operating
  ActivitiesNet loss
 5,860
 (186,517)
 
 (289,967)Adjustments to reconcile net
  loss to net cash used in operating activities:Depreciation
 27,098
 53,928
 
 50,760Loss from long-term investments
 0
 0
 
 0Gain from disposal of property
  and investments
 (39,120)
 0
 
 0Changes in operating assets and
  liabilities:Accounts receivable
 33,539
 0
 
 0Other receivable
 (6,050)
 0
 
 0Prepaid and other current assets
 (278,242)
 (146,248)
 
 45,255Other Assets
 (51,891)
 3,934
 
 (8,025)Accountants payable
 (156,612)
 0
 
 0Accrued expenses
 1,903
 63,405
 
 496Unearned Revenue
 (205,039)
 0
 
 0Other payable
 65,050
 23,150
 
 4,673Net cash used in operating
  activities
 (603,504)
 (188,348)
 
 (196,808)Cash Flows from Investing
  ActivitiesAcquistion of Mao Ren, net of
  cash acquired
 36,806
 0
 
 0Acquistion of XO Experience, net
  of cash acquired
 216,402
 0
 
 0Refundable deposits
 (1,778)
 0
 
 0Purchase of property and
  equipment
 487,355
 0
 
 22,237Net cash used in investing
  activities
 738,785
 0
 
 22,237Cash Flows from Financing
  ActivitiesIssuance of common stock
 0
 0
 
 0Capital contribution
 0
 0
 
 0Net cash provided by financing
  activities
 0
 0
 
 0Effect of exchange rate changes
  on cash and cash equivalents
 (12,315)
 146,891
 
 (3,549)Net increase (decrease) in cash
  and cash equivalents
 122,966
 (41,457)
 
 (222,594)Cash and cash equivalents,
  beginning of the period
 13,159
 54,616
 
 277,210Cash and cash equivalents,
  ending of the period
 136,125
 13,159
 
 54,616Supplemental disclosure of cash
  flow informationCash paid during the period for:Interest expense
 0
 0
 
 0Income tax
 800
 0
 
 0Supplemental disclosure of
  noncash financing activitiesIssuance of note payable to
  acquire land
 6,195,484
 0
 
 4,886,060Issuance of note payable to
  acquire receivables
 29,464,575
 0
 
 4,886,060Issuance of common stock in
  settlement of note payable
 6,195,484
 0
 
 4,886,060Treasury shares acquired through
  land sale
 1,815,415
 1,815,415
 
 0The accompanying notes are an
  integral part of these consolidated financial statements.


F-4



41



---



SAN LOTUS HOLDING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015

NOTE1NATUREOFOPERATIONSANDSUMMARYOFACCOUNTINGPOLICIES



NatureofOperations

SanLotusHoldingInc.(the“Company”or“SanLotus”),wasincorporatedonJune21,2011inthe State ofNevada and changed our state of incorporation from the
State of Nevada to the State of California (the "Conversion") on July
21, 2015.



The Company is in the initial stages of opening a travel
agency in Taiwan through its wholly owned subsidiary, Green Forest Management
Consulting Inc., a Taiwan company. The Company has not conducted business
operations nor had revenues from operations since its inception. The Company’s
business plan is to desig and market global travel packages and affinity travel
excursions through out the world, and develop a global travel and leisure
agency business.

The Company, through its recent acquisition, is engaged
in the provision of travel services, including hotel reservation services,
airline ticketing, and travel package in the United States.

The Company’s year-end is December 31.



Basis of presentation

The accompanying consolidated financial statements of the
Company have been prepared in conformity with accounting principles generally
accepted in the United States of America (“U.S. GAAP”).



Consolidation Policy

The consolidated financial statements of the Company
include the accounts of San Lotus Holding, Inc. and its subsidiaries. Intercompany accounts and transactions have been
eliminated in consolidation.



GoingConcern

The accompanying consolidated financial statements were
prepared on a going concern basis, which assumes the realization of assets and
discharge of liabilities in the normal course of business. As shown in the
accompanying consolidated financial statements, the Company had an accumulated
deficit of $934,578 as of December 31, 2015.

The Company faces all the risks common to companies at
the development stage, including capitalization and uncertainty of funding
sources, high initial expenditure levels, uncertain revenue streams and
difficulties in managing growth. The Company's losses raise substantial doubt
about its ability to continue as a going concern. The Company's consolidated
financial statements do not reflect any adjustments that might result from the
outcome of this uncertainty.

The Company is currently addressing its liquidity issue
by continually seeking investment capital through private placements of common
stock and debt. The Company believes its current and future plans enable it to
continue as a going concern. The Company's ability to achieve these objectives
cannot be determined at this time. These consolidated financial statements do
not give effect to any adjustments which would be necessary should the Company
be unable to continue as a going concern and therefore be required to realize
its assets and discharge its liabilities other than the normal course of
business and at amounts which may differ from those in the accompanying
consolidated financial statements.



UseofEstimates

The preparation of financial statements in conformity
with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.













F-5



42



---













Revenue recognition

The Company’s revenues are principally derived from
providing hotel reservation, air ticketing, other travel and non-travel
services. The Company recognizes revenues when all of the following have
occurred: persuasive evidence of arrangement with the customer, services have
been performed, fees are fixed or determinable and collectability of the fees
is reasonably assured, as prescribed by ASC 605-10,Revenue
Recognition, Overall. These criteria as related to revenues are considered
to have been met as follows:

Packaged-tour:The Company receives referral fees from travel product providers for
packaged -tour products and services through its service platform and branch
offices. Referral fees are recognized as commissions on a net basis after the
packaged-tour service are rendered and collections are reasonably assured .

In case s where these entities undertake the majority of
the business risks and acts as principal related to the travel tour services
provided, revenues are recognized at gross amounts received from customers
after the services are rendered. Loss due to obligations from cancelled travel
services of such principal arrangement is minimal in the past.

Air ticketing services:Commissions from air ticketing services rendered are
recognized upon the issuance of air tickets, net of estimated cancellations.
Customers purchase the air tickets, and the Company remits the net amount less
base commission to the airlines. Estimated cancellations were insignificant for
the years ended December 31, 2015. The Company presents revenues from such
transactions on a net basis in the consolidated statements of comprehensive
income (loss), as the Company acts as an agent, does not assume any inventory
risk, and has no obligations for cancelled airline ticket reservations. The
Company sometimes also receives additional discretionary commissions from
certain airlines when performance targets are met. Such discretionary
commissions are recognized on a cash basis because the Company cannot
reasonably estimate the amount, or timing of receipt, of such commissions in
advance.

Other travel services:Other travel services are mainly commissions from
insurance companies for the sale of travel insurance. Customers purchase the
travel insurance, and the Company remits the net amount less commission to the
insurance companies. The Company recognizes revenue when the travel insurance
is issued to the customer, net of estimated cancellations.



CashandCashEquivalents

Cashandcashequivalentsincludecashandallhighlyliquidinstrumentswithoriginalmaturitiesofthreemonthsorless.



PropertyandEquipment

Property and equipment are stated at cost. Expenditures
for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as
follows:



Estimated useful life

Property plant equipment
 Estimated Useful LifeBuilding
 40 yearsVehicles
 5 yearsEquipments
 3~5 years




Depreciation

As of December 31, 2015 (USD)
 As of December 31, 2014 (USD)Land
 5,761,724.00
 3,026,887.00Vehicles
 164,984.00
 86,493.00Equipment
 91,561.00
 56,042.00Property and equipment - gross
 6,018,269.00
 3,515,678.00Accumulated depreciation
 (126,765.00)
 (87,680.00)Property and equipment - net
 5,891,504.00
 3,427,998.00Depreciation expenses for the
  year
 27,098.00
 53,928.00




F-6



43



---



Net Income (Loss)PerShare

TheCompanyhasadoptedAccountingStandardsCodificationsubtopic260-10,EarningsPerShare(“ASC260-10”),whichspecifiesthecomputation,presentationanddisclosurerequirementsofearningspershareinformation.Basicearningspersharehavebeencalculatedbasedupontheweightedaveragenumberofcommonsharesoutstanding.Commonequivalentsharesareexcludedfromthecomputationofthedilutedlosspershareiftheireffectwouldbeanti-dilutive.FortheyearendedDecember 31, 2015,theCompanydidnothaveanycommonequivalentshares.



ImpairmentofLong-LivedAssets

TheCompanyhasadoptedAccountingStandardsCodificationsubtopic360-10,Property,PlantandEquipment(“ASC360-10”).ASC360-10requiresthatlong-livedassetsandcertainidentifiableintangiblesheldandusedbytheCompanybereviewedforimpairmentwhenevereventsorchangesincircumstancesindicatethatthecarryingamountofanassetmaynotberecoverable.TheCompanyevaluatesitslonglivedassetsforimpairmentannuallyormoreoftenifeventsandcircumstanceswarrant.Eventsrelatingtorecoverabilitymayincludesignificantunfavorablechangesinbusinessconditions,recurringlosses,oraforecastedinabilitytoachievebreak-evenoperatingresultsoveranextendedperiod.TheCompanyevaluatestherecoverabilityoflong-livedassetsbaseduponforecastedundiscountedcashflows.Shouldimpairmentinvaluebeindicated,thecarryingvalueofintangibleassetswillbeadjusted,basedonestimatesoffuturediscountedcashflowsresultingfromtheuseandultimatedispositionoftheasset.ASC360-10alsorequiresassetstobedisposedofbereportedatthelowerofthecarryingamountorthefairvaluelesscoststosell.Managementhasdeterminedthatnoimpairmentsoflong-livedassetscurrentlyexist.



Goodwill
and intangible assets

Goodwill
represents the excess of costs over fair value of the net assets of businesses
acquired. The Company follows ASC subtopic 350-20,Intangibles-Goodwill
and Other: Goodwill. Goodwill and intangible assets acquired in a business
combination and determined to have an indefinite useful life are not amortized,
but instead tested for impairment at least annually, or more frequently if
certain circumstances indicate a possible impairment may exist. The Company
performs its annual impairment assessment for goodwill and indefinite-lived
intangible assets in December of each year.

The
Company adopted ASU 2012-02,Testing Indefinite-Lived Intangible Assets
for Impairment, which amends the guidance in ASC subtopic 350-30 on testing
indefinite-lived intangible assets, other than goodwill, for impairment. ASU
2012-02 provides an entity testing an indefinite-lived intangible asset for
impairment the option of performing a qualitative assessment before calculating
the fair value of the asset. Although ASU 2012-02 revises the examples of
events and circumstances that an entity should consider in interim periods, it
does not revise the requirements to test indefinite-lived intangible assets (1)
annually for impairment and (2) between annual tests if there is a change in
events or circumstances. If the Company determines, on the basis of qualitative
factors, that the fair value of indefinite-lived intangible assets is more
likely than not less than the carrying amount, further testing is required.
Under the further testing, the impairment test on indefinite-lived intangible
assets that are not subject to amortization consists of a comparison of the
fair value of each intangible asset with its carrying amount. If the carrying
amount of an intangible asset exceeds its fair value, an impairment loss is
recognized in an amount equal to that excess. Assets with definite lives are
carried at cost less accumulated amortization. Intangible assets with definite
lives are amortized using the straight-line method over the estimated economic
life.



IncomeTaxes

ThecompanyaccountsforincometaxesinaccordancewithASC740,IncomeTaxes,whichrequiresthattheCompanyrecognizedeferredtaxliabilitiesandassetsbasedonthedifferencesbetweenthefinancialstatementcarryingamountsandthetaxbasisofassetsandliabilities,usingenactedtaxratesineffectintheyearsthedifferencesareexpectedtoreverse.Deferredincometaxbenefit(expense)resultsfromthechangeinnetdeferredtaxassetsordeferredtaxliabilities.

Avaluationallowanceisrecordedwhen,intheopinionofmanagement,itismorelikelythannotthatsomeorallofanydeferredtaxassetswillnotberealized.



Concentration
of Credit Risk

Financial
instruments that potentially subject the Company to concentrations of credit
risk are cash and cash equivalents, accounts receivables, prepaid expenses,
accounts payable and accruals, due to/from related party and shareholder
accounts arising from its normal business activities.

The
Company maintains cash and cash equivalents with major financial institutions. 
In addition, the due to/from affiliated companies is under common control. 
Management considers the risk of non-performance of these instruments to be
remote.



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44



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The
Company has a diversified customer-base. The Company controls credit risk
related to accounts receivables through merchant credit card approvals, credit
limits and monitoring procedures.  The Company routinely assesses the financial
strength of its customers and, based upon factors surrounding the credit risk,
establishes an allowance, if required, for uncollectible accounts and, believes
that its accounts receivable related credit risk exposure beyond such allowance
is limited. Based on the historical experience, Management considers the that
it is low risk of non-performance of this instruments.

The Company’s business is subject
to certain risks and concentrations including risks relating to the condition
of the economy, outbreak of disease or the occurrence of natural or man-made
disasters, dependence on relationships with travel suppliers, primarily hotels
and airlines, dependence on third-party technology, internet service, utility
services and telecommunications providers, exposure to risks associated with
online commerce security, data privacy, online payment and credit card fraud.



Foreign Currency Translation Adjustment

The Company’s financial statements are presented in the
U.S. dollar ($), which is the Company’s reporting currency, while its
functional currency is New Taiwan Dollar (NTD). Transactions in foreign
currencies are initially recorded at the functional currency rate prevailing at
the date of transaction. Any differences between the initially recorded amount
and the settlement amount are recorded as a gain or loss on foreign currency
transaction in the statements of operations. Monetary assets and liabilities
denominated in foreign currency are translated at the functional currency rate
of exchange prevailing at the balance sheet date. Any differences are taken to
profit or loss as a gain or loss on foreign currency translation in the
statements of operations.



In accordance with ASC 830, Foreign Currency Matters,
the Company translates the assets and liabilities into U.S. dollars using the
rate of exchange prevailing at the balance sheet date and the statements of
operations and cash flows are translated at an average rate during the
reporting period. Adjustments resulting from the translation from RMB into U.S.
dollar are recorded in stockholders’ equity as part of accumulated other
comprehensive income. The exchange rates used for financial statements in
accordance with ASC 830, Foreign Currency Matters, are as follows:



Foreign currency exchange rates

Dec. 31, 2015
 Dec. 31, 2014Average Exchange Rate, TWD
 31.927
 30.382Instant Exchange Rate, TWD
 33.066
 31.718Average Exchange Rate, USD
 1.000
 1.000Instant Exchange Rate, USD
 1.000
 1.000




StatementofCashFlows

CashflowsfromtheCompany'soperationsarebaseduponthelocalcurrencies.Asaresult,amountsrelatedtoassetsandliabilitiesreportedonthestatementofcashflowswillnotnecessarilyagreewithchangesinthecorrespondingbalancesonthebalancesheet.



Advertising
expense

The
Company incurs advertising expenses to promote the Company’s products and
services. The Company expenses the production costs associated with
advertisements in the period in which the advertisement first takes place. The
Group expenses the advertising costs as incurred each time the advertisement is
displayed or broadcasted. For the years ended December 31, 2015,
advertising expenses were $71,656 and were recorded as operating expenses.



RecentlyIssuedAccountingPronouncements

In
September 2015, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update ("ASU") No. 2015-16, “Business
Combinations (Topic 805): Simplifying the Accounting for Measurement-Period
Adjustments” (“ASU 2015-16”), which requires that an acquirer recognize
adjustments to provisional amounts that are identified during the measurement
period in the reporting period in which the adjustment amounts are determined.
ASU 2015-16 is effective for fiscal years, and interim reporting periods within
those fiscal years, beginning after December 15, 2015. The Company is currently
evaluating the impact of the adoption of this guidance on the Consolidated
Financial Statements.



F-8



45



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In
May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers.
The standard provides companies with a single model for use in accounting for
revenue arising from contracts with customers and supersedes current revenue
recognition guidance, including industry-specific revenue guidance. The core
principle of the model is to recognize revenue when control of the goods or
services transfers to the customer, as opposed to recognizing revenue when the
risks and rewards transfer to the customer under the existing revenue guidance.
On July 9, 2015, FASB voted to defer the effective date of ASU 2014-09 by one
year. The guidance would be effective for annual and interim reporting periods
beginning after December 15, 2018 and early adoption is permitted. We are
currently assessing the impact that adoption of ASU 2014-09 will have on our
financial position, results of operations or cash flows.



NOTE
2
INCOME
TAXES



The Company and its subsidiaries file separate income tax returns.

The
subsidiaries were incorporated in Taiwan and are subject to Taiwan’s Income Tax
Law. For the years ended December 31, 2015 and 2014, the Company recorded
income tax expense of $0.

San
Lotus has not yet realized income as of the date of this report, and no
provision for income taxes has been made.

As
ofDecember 31, 2015, there were no
deferred tax assets or liabilities.



NOTE3RELATEDPARTYTRANSACTIONS



The
principal related party transactions for the years ended December 31,
2015, and 2014 were as follows:



Xinpi
Land

In
December 2014, our
wholly-owned subsidiary, Green Forest, a Taiwanese corporation, entered into a
land sale agreement with Yu Chien-Yang,
our vice president
to sell him 29,332.7000
square meters of land located in the Xinhua Section of Xinpi Township, Pingtun
County, Taiwan. Green Forest sold the Land for NTD$53,238,851 (US$1,815,414.60) and Mr. Yu
transferred his 1,815,415 shares of common stock in San Lotus Holding Inc. to
the Company. The
shares were retired
as treasury stock.



Miaoli
Land

As
the
titles to Land in Miaoli County, Taiwan have not been transferred to Green
Forest by the end of 2014 as stipulated in sales agreement, Green Forest
cancelled the December
2013, March 2014 and August 2014 land purchase transactions in accordance
with terms of the sales agreement whereby the Company is not obligated to pay
any termination costs. The shares issued in connection with these cancelled
deals were retired as treasury stock.



Dataoping
Land

On
March 31, 2015, our wholly-owned subsidiary, Green Forest, a Taiwanese corporation,
entered into a land purchase agreement with Yu, Chien-Yang , our vice president
to acquire 35,251 square meters of land in Dataoping Section of Zaoqiao
Township, Miaoli County, and 41,184 square meters of land in Laotianliao
Section of Touwu Township, Miaoli County, Taiwan, all of which is 76,435 square
meters for NTD$192,060,000  (US$6,195,484). The Purchase Price was paid for
through Green Forest's issuance of a promissory note payable to the Seller. On
the same date, the Company entered into a stock purchase agreement for the
issuance of 6,195,484 shares of its common stock, par value $1 per share, at a
purchase price of $1 per share, to the seller and their designees pursuant to
stock purchase agreement.



Glendale
Condominium

In
July 2015, the Company sold the condominium unit in Glendale, California to its
CEO, Chih-Ying ChenTseng for a total selling price of $487,355.



XO
Experience

On
August 14, 2015, the Company entered into and closed on a stock purchase
agreement (the "Stock Purchase Agreement") with Chih-Ying
ChenTseng, our CEO and director for the acquisition of XO
EXPERIENCE INC. ("XO") to acquire all of the issued and outstanding
common stock of XO in exchange for US$1.









F-9



46



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The
following table summarizes the estimated fair values of the assets acquired and
liabilities assumed at the acquisition date of the acquisition:



Fair
value of XO Experience acquisition

XO EXPERIENCE
 Aug. 14, 2015USD ($)Cash
 216,402Accounts receivable
 40,822Prepaid expenses and other current assets
 226,973Goodwill
 249,987Accounts payable
 (220,048)Other current liabilities
 (13,293)Unearned revenue
 (500,842)Net assets acquired
 1




NOTE4COMMONSTOCK



On March 9, 2015, The Company ‘s wholly-owned
subsidiary, Green Forest, a Taiwanese corporation, has terminated the land purchase agreement dated December
27, 2013, March 13, 2014 and August 11, 2014 because the Land Seller has not
conveyed to Green Forest the entire titles to the Land. Concurrently with the
termination of the land purchase agreement, we have discharged all our
obligations we assumed from the promissory note, and the Shares issued under
the stock purchase agreements shall be cancelled from the record in our transfer
agent, Computershare Inc. and Computershare Trust Company, N.A.



Common stock shares issued

COMMON STOCK - USD ($)
 Jul. 02, 2015
 Aug. 11, 2014
 Aug. 11, 2014
 Mar. 13, 2014
 Dec. 27, 2013
 Oct. 29, 2013
 Sep. 17, 2013Stock Issued During Period, in Shares
 29,464,575
 202,660,931
 397,935,544
 139,364,582
 33,426,757
 18,154,146
 30,706,452Stock Issued During Period, Value
 $29,464,575
 $40,957,774
 $111,581,127
 $28,165,582
 $6,755,547
 $1,815,415
 $3,070,645Price Per Share (in dollars per share)
 $1.0000
 $0.2021
 $0.2804
 $0.2021
 $0.2021
 $0.1000
 $0.1000Counterparty
 Noteholders
 Noteholders
 Noteholders
 Noteholders
 Noteholders
 Noteholders
 Noteholders




NOTE 5 ACQUISITIONS



On March 31, 2015 (the acquisition
date), Green Forest Management Consulting Inc. ("Green Forest"), our
wholly-owned subsidiary, entered into and closed on a stock purchase agreement
(the "Stock Purchase Agreement") with Chiu, Pao-Chi, Chiun Jing Inc.,
Haug Inc., Jiu Bang Inc., and Wan Fu Inc., (together, the "Mao Ren
Sellers") for the acquisition of Mao Ren International Inc., a Taiwan
(R.O.C.) company ("Mao Ren"). Green Forest acquired all of the issued
and outstanding common stock of Mao Ren from the Mao Ren Sellers in exchange
for $1.















F-10



47



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The following table summarizes the
estimated fair values of the assets acquired and liabilities assumed at the
acquisition date of the acquisition:



Fair value of Mao Ren acquisition

Mao Ren
 March 31, 2015USD ($)Cash
 36,806Prepaid expenses and other
  current assets
 12,214Long term receivable
 27,658,502Investments
 446,500Total identifiable assets
  acquired
 28,154,022Current liabilities
 15Long term payable
 29,102,634Total liabilities assumed
 29,102,649Goodwill
 948,628Total consideration
 1




Note 6 LONG-TERM RECEIVABLES

The Company entered
into several collateral transfer agreements with the creditors in February 2010
to assign the right of debt, which was collateralized by the land. In 2011,
Taiwan Taichung District Court has ordered the pay warrants to request debtor pay
the Company in the amount of NT$5,851,967,413. Pursuant to the agreement, the
creditors agreed with the Company to enforce and execute the auction by the
court or itself against the debtor’s remaining assets. In the return, the
Company is being compensated by the creditors to use the proceeds from the sale
of collateralized land to reinvest or develop the collateralized land to
construct the real estate and then sell. There is no timeline to pay off the
long-term payable and it’s probable to pay off the debt in exchange of
investments of San Lotus Holding Inc.

The Company has
hired the independent appraiser to evaluate the fair value of collateralized
land and recorded the long-term receivable based on the net realized value of
the collaterals.



As of December 31,
2015 and 2014, the Company has the other receivable in the amount of
$26,300,509 and $27,382,074, respectively.



Fair value of land

As of December 31, 2015Fair Value (NT$)
 868,504,495Land Area (square meter)
 451,839




NOTE 7 COMMITMENTS



The Company has several operating leases, primarily for
offices and employee dormitories. Payments under operating leases, including
periodic rent escalation and rent holidays, are expensed on a straight-line
basis over the lease term.

Future minimum lease payments under non-cancellable
operating leases as of December 31, 2015 are as follows:



Minimum lease payments

As of December 31, 20152016
 2017
 2018
 TotalMinimum lease payments (USD)
 88,815
 90,015
 59,846
 238,676




F-11



48



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Rental expenses

Dec 31, 2015Rental expenses (USD)
 55,409




NOTE 8 SUBSEQUENT EVENTS



On November 27, 2015,  the
court  has enforced and executed the land located in
Yilan with the auction price of NTD$ 540,256,000. The court has
not decided how to distribute the proceeds to the Company. The Company is
unable to require further information to determine the amount at this point.







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49



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