Special Note Regarding Forward Looking Statements

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

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





Use of Terms

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





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




Overview of our Business

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

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







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

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

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

Recent Development

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

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

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

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





Results of Operations

Comparison of Three Months Ended December 31, 2016 and 2015

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

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

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

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







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Liquidity and Capital Resources

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

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





                                 December 31, 2016       March 31, 2016
Total Assets                    $               252     $            252

Accumulated Profit              $        (2,022,517 )   $     (1,963,813 )

Stockholders' Equity            $           (91,903 )   $        (33,011 )

Net Working Capital (Deficit)   $           (91,903 )   $        (33,011 )




Operating Activities

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





Investing Activities

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





Financing Activities

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





Inflation

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

Off Balance Sheet Arrangements

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







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Critical Accounting Policies

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





Revenue Recognition

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

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

Recently Issued Accounting Pronouncements

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

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

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

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