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

FORM 10−Q
(Mark One)
 
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: December 31, 2015
 
[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ____________ to _____________
 
Commission File Number: 333-173680

GLORYWIN ENTERTAINMENT GROUP INC.
(Exact Name of Registrant as Specified in Its Charter)


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

20/F, AIA Tower,Nos 251A-301, Avenida Commercial de Macau, Macau
(Address of principal executive offices, Zip Code)
 
+853 8294-2333
(Registrant’s telephone number, including area code)
 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒  No  ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  ☒  No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

Large accelerated filer  ☐                                                                                                                                                                                                                                                                                             Accelerated filer  ☐      
Non-accelerated filer  ¨ (Do not check if a smaller reporting company)                                                                                                                                                            Smaller reporting company  ☒
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ☐  No ☒
The number of shares outstanding of each of the issuer’s classes of common stock, as of February 3, 2016 is as follows:

Class of Securities
 
Shares Outstanding
Common Stock, $0.001 par value
  
20,900,338
 
 
 
 
GLORYWIN ENTERTAINMENT GROUP INC.

Quarterly Report on Form 10-Q
 Period Ended December 31, 2015
 
TABLE OF CONTENTS
 
 3
 3
ITEM 1.                          FINANCIAL STATEMENTS
  3
ITEM 2.                          MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  14
ITEM 3.                          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
  19
ITEM 4.                          CONTROLS AND PROCEDURES.
  19
 20
 20
ITEM 1.                          LEGAL PROCEEDINGS.
  20
ITEM 1A.                     RISK FACTORS.
  20
ITEM 2.                          DEFAULTS UPON SENIOR SECURITIES.
  20
ITEM 3.                          MINE SAFETY DISCLOSURES.
  20
ITEM 4.                          OTHER INFORMATION.
  20
ITEM 5.                          EXHIBITS.
  20
   
 
 
 
 
 
 
PART I
FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS.
 
 
 
GLORYWIN ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEETS
 
As of December 31, 2015 and March 31, 2015
 
   
December 31,
    
March 31,
  
   
2015
    
2015
  
   
<Unaudited>
    
<As Restated>
  
ASSETS
  
Current assets
        
Cash and cash equivalents
  
$
13,015
    
$
213,974
  
Accounts receivable
    
1,820,090
      
463,205
  
Other current assets
    
4,269
      
4,294
  
       Total current assets
    
1,837,374
      
681,473
  
                 
Non - current assets
                
Property, plant and equipment, net
    
29,136
      
-
  
Construction in process
    
5,560,492
      
2,445,424
  
Deposits for long-term operating leases
    
325,000
      
295,000
  
       Total non-current assets
    
5,914,628
      
2,740,424
  
       Total assets
  
$
7,752,002
    
$
3,421,897
  
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
  
Current liabilities
                
Accrued liabilities and other payables
  
$
217,438
    
$
74,965
  
Taxes payable
    
946,924
      
343,971
  
Other payables - related parties
    
304,240
      
347,177
  
       Total current liabilities
    
1,468,602
      
766,113
  
       Total liabilities
    
1,468,602
      
766,113
  
                 
Shareholders' equity
                
Common stock, $0.001 par value, 490,000,000 shares authorized, 20,900,338 and 20,800,338 shares issued and outstanding as of December 31, 2015 and March 31, 2015, respectively
    
20,900
      
20,800
  
Additional paid-in capital
    
1,923,932
      
1,690,032
  
Accumulated other comprehensive loss
    
(3,756
)
    
(3,756
)
Retained earnings
    
4,342,324
      
948,708
  
       Total shareholders' equity
    
6,283,400
      
2,655,784
  
       Total liabilities and shareholders' equity
  
$
7,752,002
    
$
3,421,897
  
 
 
See notes to unaudited consolidated financial statements
 
 
GLORYWIN ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
For the Three and Nine Months Ended December 31, 2015 and 2014
(Unaudited) 
 
   
For the Three Months Ended December 31,
    
For the Nine Months Ended December 31,
  
   
 
2015
    
2014
 (As Restated)
    
 
2015
    
2014
 (As Restated)
  
           
 
      
Revenues
  
$
1,948,295
    
$
1,360,387
    
$
5,464,068
    
$
2,529,849
  
Gross profit
    
1,948,295
      
1,360,387
      
5,464,068
      
2,529,849
  
Operating expenses:
                                
General and administrative expenses
    
407,093
      
1,304,607
      
1,315,330
      
1,493,841
  
Professional fees
    
58,854
      
277,918
      
152,168
      
327,087
  
    Total operating expenses
    
465,947
      
1,582,525
      
1,467,498
      
1,820,928
  
Other expense:
                                
Interest expense
    
-
      
4,773
      
-
      
4,773
  
   Total other expense
    
-
      
4,773
      
-
      
4,773
  
Income (loss) before provision for income taxes
    
1,482,348
      
(226,911
)
    
3,996,570
      
704,148
  
Provision for income taxes
    
(207,758
)
    
(146,620
)
    
(602,954
)
    
(258,347
)
Net income (loss)
  
$
1,274,590
    
$
(373,531
)
  
$
3,393,616
    
$
445,801
  
                                 
Comprehensive income
                                
Net income (loss)
  
$
1,274,590
    
$
(373,531
)
  
$
3,393,616
    
$
445,801
  
Total comprehensive income (loss)
  
$
1,274,590
    
$
(373,531
)
  
$
3,393,616
    
$
445,801
  
                                 
Net income (loss) per share
                                
  Basic
  
$
0.06
    
$
(0.19
)
  
$
0.16
    
$
0.02
  
  Diluted
  
$
0.06
    
$
(0.19
)
  
$
0.16
    
$
0.02
  
Weighted average common shares outstanding
                                
  Basic
    
20,900,338
      
20,116,701
      
20,866,883
      
25,092,988
  
  Diluted
    
20,900,338
      
20,116,701
      
20,866,883
      
25,092,988
  
 
 
See notes to unaudited consolidated financial statements
 
 
GLORYWIN ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the Year Ended March 31, 2015 and Nine Months Ended December 31, 2015
                 
 
   
   
                 
   
Preferred Stock
    
Common Stock
     Additional Paid-in     Accumulated Other          
   
Shares
    
Amount
    
Shares
    
Amount
    
Capital
    
Comprehensive Loss
    
Retained Earnings
    
Shareholders' Equity
  
Balance - March 31, 2014
    
-
    
$
-
      
9,805,044
    
$
9,805
    
$
91,850
    
$
-
    
$
(118,524
)
    
(16,869
)
Share issued for acquisition of Top Point
    
-
      
-
      
10,195,294
      
10,195
      
(10,195
)
    
-
      
-
      
-
  
Share based compensation - employees
    
-
      
-
      
100,000
      
100
      
199,900
      
-
      
-
      
200,000
  
Share issued to third parties for services provided
    
-
      
-
      
100,000
      
100
      
199,900
      
-
      
-
      
200,000
  
Share issued to related parties for services provided
    
-
      
-
      
600,000
      
600
      
1,199,400
      
-
      
-
      
1,200,000
  
Acquisition of Wonderful Gate
    
-
      
-
      
-
      
-
      
(7,692
)
    
-
      
-
      
(7,692
)
Debt forgiveness
    
-
      
-
      
-
      
-
      
16,869
      
-
      
-
      
16,869
  
Net income
    
-
      
-
      
-
      
-
      
-
      
-
      
1,067,232
      
1,067,232
  
Foreign currency translation adjustment
    
-
      
-
      
-
      
-
      
-
      
(3,756
)
    
-
      
(3,756
)
Ending Balance - March 31, 2015 (As Restated)
    
-
      
-
      
20,800,338
      
20,800
      
1,690,032
      
(3,756
)
    
948,708
      
2,655,784
  
Contributions from shareholder
    
-
      
-
                -      
9,000
        -      
-
      
9,000
  
Share based compensations - employees
    
-
      
-
      
100,000
      
100
      
224,900
        -      
-
      
225,000
  
Net income
    
-
      
-
      
-
      
-
      
-
      
-
      
3,393,616
      
3,393,616
  
Ending Balance - December 31, 2015 (Unaudited)
    
-
    
$
-
      
20,900,338
    
$
20,900
    
$
1,923,932
    
$
(3,756
)
  
$
4,342,324
    
$
6,283,400
  
 
 
See notes to unaudited consolidated financial statements
 
 
GLORYWIN ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended December 31, 2015 and 2014
(Unaudited) 
 
   
For the Nine Months Ended December 31,
  
   
 
2015
    
2014
 (As Restated)
  
CASH FLOWS FROM OPERATING ACTIVITIES:
        
Net income
  
$
3,393,616
    
$
445,801
  
Adjustments to reconcile net income to net cash provided by operating activities:
          
Expenses paid and waived by shareholder
    
9,000
      
-
  
Depreciation expenses
    
3,014
      
-
  
Share based compensation - employees
    
225,000
      
1,400,000
  
Imputed Interest
      -      
4,773
  
Changes in operating assets and liabilities:
                
Accounts receivable
    
(1,359,303
)
    
(917,883
)
Other current assets
    
-
      
(15,738
)
Deposits for long-term operating leases
    
(30,000
)
    
(295,000
)
Taxes payable
    
604,960
      
-
  
Accrued liabilities and other payables
    
191,131
      
(7,693
)
Other payables - related parties
    
-
      
260,928
  
                 
NET CASH PROVIDED BY OPERATING ACTIVITIES
    
3,037,418
      
875,188
  
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
                
Purchase of property, plant and equipment
    
(32,150
)
    
-
  
Cash paid for construction in process
    
(3,115,068
)
    
(903,479
)
                 
NET CASH USED IN INVESTING ACTIVITIES
    
(3,147,218
)
    
(903,479
)
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
                
Proceeds from related party advances
    
324,544
      
336,631
  
Repayments to related party advances
    
(415,703
)
    
(138,996
)
                 
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
    
(91,159
)
    
197,635
  
                 
NET INCREASE/( DECREASE) IN CASH AND CASH EQUIVALENTS
    
(200,959
)
    
169,344
  
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
213,974
      
-
  
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  
$
13,015
    
$
169,344
  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
                
Cash paid for:
                
Interest
  
$
-
    
$
-
  
Income taxes
  
$
-
    
$
-
  
                 
NON-CASH DISCLOSURE OF CASH FLOW INFORMATION:
                
Due to shareholder in connection with acquisition of Wonderful Gate
  
$
-
    
$
7,692
  
Debt forgiveness
  
$
-
    
$
16,869
  
Shares issued for acquisition of Top Point
  
$
-
    
$
10,195
  
                 
 
See notes to unaudited consolidated financial statements
 
Glorywin Entertainment Group Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
 
Note 1 – Nature of Business
 
Glorywin Entertainment Group Inc. (“Glorywin”), formerly known as Zippy Bags, Inc., was incorporated in the state of Nevada on August 26, 2010 (“Inception”). It was initially formed to market a snowboard carrying bag locally, in the Salt Lake City, Utah area to snowboard shops and outdoor retailers.

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

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

Simultaneously, Glorywin paid Macanese Pataca (“MOP”) 60,000 (approximately $7,692) to acquire Wonderful Gate Strategy Company Limited (“Wonderful Gate”), a company incorporated on March 11, 2009 in Macau, China, and had no operation prior to the acquisition from, Carmen Lum. Since then, Wonderful Gate has been engaged in service of introducing sub-junkets and information technology infrastructure to land-based casinos and receiving an agreed percentage of total bets as revenue. Wonderful Gate has introduced 25 sub-junkets to initially three land-based casinos in Cambodia and reduced to two land-based casinos to date.

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

On October 30, 2014, the Company changed its name to Glorywin Entertainment Group, Inc.
 
Acquisition of Gwin Company Limited (Gwin)

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

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

Note 2 – Significant Accounting Policies
 
Basis of Presentation

The consolidated financial statements include the accounts of the Company and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated in the consolidation. Certain information and footnote disclosures normally included in financial statements prepared in conjunction with U.S. generally accepted accounting principles ("U.S. GAAP") have been condensed or omitted as permitted by the rules and regulations of the United States Securities and Exchange Commission ("SEC"), although the Company believes that the disclosures contained in this report are adequate to make the information presented not misleading.
 
The accompanying unaudited interim consolidated financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole.

We have defined various periods that are covered in this report as follows:
 
- "fiscal year 2014"— April 1, 2014 through March 31, 2015
- "fiscal year 2015"— April 1, 2015 through March 31, 2016

Use of Estimates

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

The Company's financial instruments consist principally of cash and cash equivalents, accounts receivable, accrued liability and other payables. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature.     

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of other payables to related parties due to their related party nature.

Construction in progress

Direct costs that are related to the construction of property and equipment incurred in connection with bringing the assets to their intended use are capitalized as construction in progress. Construction in progress is transferred to specific property and equipment and the depreciation of these assets commences when the assets are ready for their intended use. As of December 31, 2015 and March 31, 2015, the balance of construction in progress was $5,560,492 and $2,445,424, respectively, which was primarily related to the refurbishment of a leased casino hotel building.
 
Foreign Currency Translation

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

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

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

Related Party Transactions

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

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

Operating Leases

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

Recent 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 amendments in the ASU are effective for public business entities for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, “'Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”. The amendments in ASU 2015-17 eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments in the ASU are effective for public business entities for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. Among other things, the amendments in ASU 2016-01 require equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables), and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The amendments in the ASU are effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.
 
Note 3 – Accounts Receivable

Accounts receivable consists of the following:
 
  
As of December 31,
2015
    
As of March 31,
2015
  
Introduction of IT company
  
$
364,018
    
$
92,641
  
Introduction of sub-junkets
    
1,456,072
      
370,564
  
Total
  
$
1,820,090
    
$
463,205
  
 
As of December 31, 2015 and March 31, 2015, there was no allowance for doubtful accounts provided.

Note 4 – Income Taxes

Wonderful Gate, the operating entity of the Company, is located in Macau, China. Income received in Macau is taxable under Macau's Complementary Tax provisions, irrespective of the beneficiary being an individual or a corporation, its particular line of business, its nationality or domiciliation, without prejudice to the particular deductions and allowances each taxpayer enjoys. Companies are required to declare their annual profit and such profit is subject to Complementary Tax. If dividend is declared, taxable profit is based on taxable profit (after dividends have been paid). Law No.15/2015 (the 2016 Budget Law) remains the exempted portion of income to MOP600, 000 and determines that the excess of taxable income be taxed at the relevant brackets (0% from MOP0 to MOP600, 000 and 12% on the excess). These rates apply to the declared taxable profit (gross income less allowable deductions) from all income generating sources, except professional tax and property income, taxed separately under different regulations. The provision for income taxes for the nine months ended December 31, 2015 and 2014 was $602,954 and $258,347, respectively.
 
The Company's subsidiary, Top Point, is incorporated in Samoa, and is subject to company tax at a tax rate of 27%. No provision for income taxes in Samoa has been made as the Company had no Samoa taxable income as of December 31, 2015.

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

Gwin is incorporated in the Kingdom of Cambodia and is subject to company tax at a rate ranging from 0% to 20% based on annual taxable profit. No provision for income taxes in Kingdom of Cambodia has been made as Gwin had no taxable income as of December 31, 2015.

Income taxes are calculated on a separate entity basis. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The provisions for income taxes for the nine months ended December 31, 2015 and 2014 are summarized as follows:
 
 
Nine Months Ended December 31,
  
 
2015
  
2014
  
Current taxes
  
$
602,954
    
$
258,347
  
Deferred taxes
    
-
      
-
  
Total
  
$
602,954
    
$
258,347
  

The table below summarizes the difference between the U.S. statutory federal tax rate and the Company's effective tax rate for the nine months ended December 31, 2015 and 2014:
 
   
Nine Months Ended December 31,
  
   
2015
    
2014
  
U.S. federal income tax rate
    
34
%
    
34
%
Foreign income note recognized in the U.S.
    
(34
%)
    
(34
%)
Macau Complementary tax
    
12
%
    
-
  
Kingdom of Cambodia company tax
    
0
%
    
-
  
Effect of income tax difference under different tax jurisdictions
    
3
%
    
-
  
Total effective income tax rate
    
15
%
    
-
  
 
Note 5 – Stockholders' Equity
 
Shares issued

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

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

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

Debt forgiveness by related party

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

Note 6 – Related Party Transactions

The Company's officers, directors and other related parties, from time to time, provided advances to the Company for working capital purpose. These advances are short-term in nature, unsecured and payable on demand. The due to related parties amounts on December 31, 2015 and March 31, 2015 were as follows:

Name of related parties
Relationship with the Company
  
December 31,
2015
    
March 31,
2015
  
Wenwei Wu
Chairman of the Board of Directors of the Company
  
$
129,166
    
$
347,177
  
Ting Sing Hong
100% beneficial owner of Taipan Pearl Sdn Bhd, which is the biggest shareholder of the Company
    
175,074
      
-
  
Total
 
  
$
304,240
    
$
347,177
  

The balance of $304,240 on December 31, 2015 included $7,692 that was paid by Wenwei Wu for acquisition of Wonderful Gate.

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

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

On October 22, 2014 and February 18, 2015, the Company entered into a Conditional Sale Agreement and a Supplementary Agreement, respectively, with Taipan Pearl Sdn Bhd to acquire Gwin. A total of $4,000,000 was to be paid by the Company for acquisition of Gwin. On September 29, 2015, a Closing Agreement was entered into by the Company and Ting Sing Hong, followed by an Amended and Restated Agreement signed on November 11, 2015 by the Company and Ting Sing Hong. Pursuant to the Closing Agreement and Restated Agreement, the Company purchased 100% of Gwin's equity interest and all the advances paid to Gwin, totalling $5,876,392, were regarded as the final consideration of the sale, and therefore were no longer refundable. In addition, the Profitability Condition of the Conditional Sale Agreement was waived. Also see Note 1.

During the nine months ended December 31, 2015, Ting Sing Hong paid $9,000 house rent on behalf of Gwin and waived repayment from the Company. This transaction was recorded as an adjustment to the shareholders' equity (additional paid-in capital).

Note 7 – Commitments and Contingencies

On May 19, 2014, the Company entered into an agreement for the lease of an office in Macau for monthly rental of MOP10,000 (approximately $1,290). The original lease term began on May 19, 2014 and expired on April 18, 2015. On April 19, 2015, the Company renewed the agreement for another six months expired on November 18, 2015. The monthly rental for the renewed lease is MOP11,000, or $1,410. The Company did not renew the lease upon expiry.

On January 9, 2015, Gwin entered into an agreement for leasing a casino hotel building in Kingdom of Cambodia for monthly rental of $45,000. The lease starts on January 9, 2015 and expires on January 8, 2020.

On June 8, 2015, Gwin entered into an agreement for leasing of a piece of land with staff building on it in Kingdom of Cambodia for monthly rental of $30,000, with a 90% discount for the first 12 months. The original lease began on June 8, 2015 and will expire on June 8, 2020. On June 26, 2015, the Company renewed the agreement for another 10 years expiring on June 8, 2030. The monthly rental for the renewed lease is $33,000.

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

For the nine months ended December 31, 2015 and 2014, rent expenses were $626,905 and $18,576, respectively.
 
 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Special Note Regarding Forward Looking Statements

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

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

Use of Terms

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

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

Overview of our Business

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

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

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.

Third Quarter Financial Performance Highlights

The following summarizes certain key financial information for the third quarter of 2015:

· Sales revenue: Sales revenue increased by $587,908, or 43%, to $1,948,295 for the three months ended December 31, 2015, from $1,360,387 for the same period in 2014.

· Gross profit: Gross profit increased by $587,908, or 43%, to $1,948,295 for the three months ended December 31, 2015, from $1,360,387 for the same period in 2014. As a percentage of sales revenue, gross profit remained 100% of the sales for the three months ended December 31, 2015 and for the same period in 2014.

· Net income: Net income increased by $1,648,121, or 441%, to $1,274,590 for the three months ended December 31, 2015, from losses of $373,531 for the same period in 2014.

· Fully diluted net income per share: Fully diluted net income per share was $0.06 for the three months ended December 31, 2015, as compared to losses of $0.19 for the same period in 2014.

Results of Operations

Comparison of Three Months Ended December 31, 2015 and 2014

Sales revenue. Our sales revenue is primarily generated from introducing players to casinos throughout the Asian region. Sales revenue increased by $587,908, or 43%, to $1,948,295 for the three months ended December 31, 2015, from $1,360,387 for the same period in 2014. The increase was because the sub-junkets have been continuously marketing for new players and clients to play at our platforms. Furthermore, on August 1, 2015, the Company launched a mobile app for Android's phone users. Users can now choose to bet via computers or Android phones. The flexibility of mobile app has increased the total bets and led to revenue increase in the three months ended December 31, 2015.

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, 2015 and 2014.

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 increased by $587,908, or 43%, to $1,948,295 for the three months ended December 31, 2015, from $1,360,387 for the same period in 2014. The increase in our gross profit margin was mainly attributable to increase in sales revenue.

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.

Income before income taxes. Income before income taxes increased by $1,709,259, or 753%, to $1,482,348 for the three months ended December 31, 2015, from losses of $226,911 for the same period in 2014. Such increase was mainly attributable to the decrease of our administrative expenses and increase of our gross profit. Without the decrease in administrative expenses in 2015, the income before taxes is increased for the three months ended December 31, 2015.

Income taxes. Our income taxes increased to $207,758 for the three months ended December 31, 2015, from $146,620 for the same period in 2014, as a result of the increased taxable income.

Net income. As a result of the cumulative effect of the foregoing factors, our net income increased by $1,648,121, or 441%, to $1,274,590 for the three months ended December 31, 2015, from losses of $373,531 for the same period in 2014. As a percentage of sales revenue, our net income was 65% and (-27)% for the three months ended December 31, 2015 and 2014, respectively.

Comparison of Nine Months Ended December 31, 2015 and December 31, 2014

Sales revenue. Sales revenue increased by $2,934,219, or 116%, to $5,464,068 for the nine months ended December 31, 2015, from $2,529,849 for the same period in 2014. The increase was because our business was only commenced since June 2014, hence only 6 months revenue was reported as at December 31, 2014 compared to full nine months revenue as of December 31, 2015. Besides, the sub-junkets have been continuously marketing for new players and clients to play at our platforms. Furthermore, on August 1, 2015, the Company has launched a mobile app for Android's phone users. Users can now choose to bet via computers or Android phones. The flexibility of mobile app has increased the total bets and led to revenue increase in the nine months ended December 31, 2015.
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 nine months ended December 31, 2015 and 2014.

Gross profit. Our gross profit is equal to our sales revenue. It increased by $2,934,219, or 116%, to $5,464,068 for the nine months ended December 31, 2015, from $2,529,849 for the same period in 2014. The increase in our gross profit was mainly attributable to increase in sales revenue. The gross profit margin for the nine months ended December 31, 2015 remained 100% which is the same for the same period in 2014.
 
Selling, General and Administrative expenses. Our administrative expenses decreased by $178,511, or 12%, to $1,315,330 for the nine months ended December 31, 2015, from $1,493,841 for the same period in 2014. As a percentage of sales revenue, administrative expenses decreased to 24% for the nine months ended December 31, 2015, as compared to 59% for the same period in 2014. High administrative expenses in 2014 were primarily because there were shares issued for services valued at fair market value in addition to salaries and rental expenses. There  were no such shares issued in 2015, which led to decrease in administrative expenses.

Income before income taxes. Income before income taxes increased by $3,292,422, or 468%, to $3,996,570 for the nine months ended December 31, 2015, from $704,148 for the same period in 2014. Such increase was mainly attributable to the increase in sales revenue whilst decrease in administrative expenses.

Income taxes. Our income taxes increased to $602,954 for the nine months ended December 31, 2015, from $258,347 for the same period in 2014, as a result of the increased taxable income.

Net income. As a result of the cumulative effect of the foregoing factors, our net income increased by $2,947,815, or 661%, to $3,393,616 for the nine months ended December 31, 2015, from $445,801 for the same period in 2014. As a percentage of sales revenue, our net income was 62% and 18% for the nine months ended December 31, 2015 and 2014, respectively.

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, 2015 and 2014.
 
 
  
December 31,
2015
    
March 31,
2015
  
Total Assets
  
$
7,752,002
    
$
681,473
  
 
                
Accumulated Profit
  
$
4,342,324
    
$
948,708
  
 
                
Stockholders' Equity
  
$
6,283,400
    
$
2,655,784
  
 
                
Net Working Capital (Deficit)
  
$
368,772
    
$
(84,640
)

Operating Activities

Net cash provided by operating activities was $3,037,418 for the nine months ended December 31, 2015, compared with $875,188 for the same period in 2014. 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 $3,147,218 for the nine months ended December 31, 2015, compared with $903,479 in the same period in 2014. 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 $197,635 for the same period in 2014. 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.

Critical Accounting Policies

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

Revenue Recognition

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

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

Recently Issued Accounting Pronouncements

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

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

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES.

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

Limitations on the Effectiveness of Disclosure Controls

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

Our CEO and CFO have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on the evaluation, they concluded that our disclosure controls and procedures are not effective in timely alerting them to material information relating to us that is required to be included in our periodic SEC filings and ensuring that information required to be disclosed by us in the reports we file or submit under the Act is accumulated and communicated to our management, including our chief financial officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure, for the following reasons:
  
 
●
The Company does not have an independent board of directors or audit committee;
 
●
We do not have an independent body to oversee our internal controls over financial reporting.
 
We plan to rectify these weaknesses by implementing an independent board of directors.

Changes in Internal Control over Financial Reporting

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

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

PART II
OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 1A. RISK FACTORS.

Not applicable.

ITEM 2. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 3. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 4. OTHER INFORMATION.

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

ITEM 5. EXHIBITS.

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

 
SIGNATURES

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

Date: February 5, 2016
GLORYWIN ENTERTAINMENT GROUP INC.
     
 
 
 
 
By: 
/s/ Meng Hoa Duong
 
Meng Hoa Duong, Chief Executive Officer
 
(Principal Executive Officer)
 
 
By: 
/s/ Gim Hooi Ooi
 
Gim Hooi Ooi, Chief Financial Officer
 
(Principal Financial Officer and Principal
Accounting Officer)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
22


Exhibit 31.1
CERTIFICATIONS
 
I, Meng Hoa Duong, certify that:

 
1.
 
I have reviewed this quarterly report on Form 10-Q of Glorywin Entertainment Group Inc.;
 
 
2.
 
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
 
3.
 
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
 
4.
 
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
a)
 
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
b)
  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
c)
 
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
d)
 
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
 
5.
 
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
 
a)
 
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
 
b)
 
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 5, 2016

/s/ Meng Hoa Duong
  
Meng Hoa Duong
  
Chief Executive Officer
(Principal Executive Officer)
  


Exhibit 31.2
CERTIFICATIONS
 
I, Gim Hooi Ooi, certify that:

 
1.
 
I have reviewed this quarterly report on Form 10-Q of Glorywin Entertainment Group Inc.;
 
 
2.
 
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
 
3.
 
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
 
4.
 
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
a)
 
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
b)
  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
c)
 
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
d)
 
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
 
5.
 
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
 
a)
 
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
 
b)
 
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 5, 2016

/s/ Gim Hooi Ooi
  
Gim Hooi Ooi
  
Chief Financial Officer
(Principal Financial and Accounting Officer)
  


Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
 OF THE SARBANES-OXLEY ACT OF 2002


The undersigned, Meng Hoa Duong, the Chief Executive Officer of GLORYWIN ENTERTAINMENT GROUP INC. (the “Company”), DOES HEREBY CERTIFY that:

1.    The Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2015 (the “Report”), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2.    Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

IN WITNESS WHEREOF, each of the undersigned has executed this statement this 5th day of February, 2016.


/s/ Meng Hoa Duong  
Meng Hoa Duong
Chief Executive Officer
(Principal Executive Officer)
 
A signed original of this written statement required by Section 906 has been provided to Glorywin Entertainment Group Inc. and will be retained by Glorywin Entertainment Group Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350.  It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.


Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
 OF THE SARBANES-OXLEY ACT OF 2002


The undersigned, Gim Hooi Ooi, the Chief Financial Officer of GLORYWIN ENTERTAINMENT GROUP INC. (the “Company”), DOES HEREBY CERTIFY that:

1.    The Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2015 (the “Report”), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2.    Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

IN WITNESS WHEREOF, each of the undersigned has executed this statement this 5th day of February, 2016.


/s/ Gim Hooi Ooi                                                                                    
Gim Hooi Ooi
Chief Financial Officer
(Principal Financial Officer)

A signed original of this written statement required by Section 906 has been provided to Glorywin Entertainment Group Inc. and will be retained by Glorywin Entertainment Group Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350.  It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.



v3.3.1.900
Document And Entity Information - shares
 9 Months Ended
Dec. 31, 2015
Feb. 03, 2016
Document and Entity Information [Abstract]    
Entity Registrant Name GLORYWIN ENTERTAINMENT GROUP, INC.  
Entity Central Index Key 0001515114  
Trading Symbol gwin  
Current Fiscal Year End Date --03-31  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   20,900,338
Document Type 10-Q  
Document Period End Date Dec. 31, 2015  
Amendment Flag false  
Document Fiscal Year Focus 2016  
Document Fiscal Period Focus Q3  


v3.3.1.900
CONSOLIDATED BALANCE SHEETS - USD ($)
Dec. 31, 2015
Mar. 31, 2015
 [1]
Current assets    
Cash and cash equivalents $ 13,015 $ 213,974
Accounts receivable 1,820,090 463,205
Other current assets 4,269 4,294
Total current assets 1,837,374 681,473
Non - current assets    
Property, plant and equipment, net 29,136  
Construction in process 5,560,492 2,445,424
Deposits for long-term operating leases 325,000 295,000
Total non-current assets 5,914,628 2,740,424
Total assets 7,752,002 3,421,897
Current liabilities    
Accrued liabilities and other payables 217,438 74,965
Taxes payable 946,924 343,971
Other payables - related parties 304,240 347,177
Total current liabilities 1,468,602 766,113
Total liabilities 1,468,602 766,113
Shareholders' equity    
Common stock, $0.001 par value, 490,000,000 shares authorized, 20,900,338 and 20,800,338 shares issued and outstanding as of December 31, 2015 and March 31, 2015, respectively 20,900 20,800
Additional paid-in capital 1,923,932 1,690,032
Accumulated other comprehensive loss (3,756) (3,756)
Retained earnings 4,342,324 948,708
Total shareholders' equity 6,283,400 2,655,784
Total liabilities and shareholders' equity $ 7,752,002 $ 3,421,897
[1] As Restated


v3.3.1.900
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares
Dec. 31, 2015
Mar. 31, 2015
 [1]
Statement of Financial Position [Abstract]    
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized 490,000,000 490,000,000
Common stock, shares issued 20,900,338 20,800,338
Common stock, shares outstanding 20,900,338 20,800,338
[1] As Restated


v3.3.1.900
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Income Statement [Abstract]        
Revenues $ 1,948,295 $ 1,360,387 [1] $ 5,464,068 $ 2,529,849 [1]
Gross profit 1,948,295 1,360,387 [1] 5,464,068 2,529,849 [1]
Operating expenses:        
General and administrative expenses 407,093 1,304,607 [1] 1,315,330 1,493,841 [1]
Professional fees 58,854 277,918 [1] 152,168 327,087 [1]
Total operating expenses 465,947 1,582,525 [1] 1,467,498 1,820,928 [1]
Other expense:        
Interest expense [1]   4,773   4,773
Total other expense [1]   4,773   4,773
Income (loss) before provision for income taxes 1,482,348 (226,911) [1] 3,996,570 704,148 [1]
Provision for income taxes (207,758) (146,620) [1] (602,954) (258,347) [1]
Net income (loss) 1,274,590 (373,531) [1] 3,393,616 445,801 [1]
Comprehensive income        
Net income (loss) 1,274,590 (373,531) [1] 3,393,616 445,801 [1]
Total comprehensive income (loss) $ 1,274,590 $ (373,531) [1] $ 3,393,616 $ 445,801 [1]
Net income (loss) per share        
Basic $ 0.06 $ (0.19) [1] $ 0.16 $ 0.02 [1]
Diluted $ 0.06 $ (0.19) [1] $ 0.16 $ 0.02 [1]
Weighted average common shares outstanding        
Basic 20,900,338 20,116,701 [1] 20,866,883 25,092,988 [1]
Diluted 20,900,338 20,116,701 [1] 20,866,883 25,092,988 [1]
[1] As Restated


v3.3.1.900
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($)
Preferred Stock
Common Stock
Additional Paid-in Capital
Accumulated Other Comprehensive Loss
Retained Earnings
Total
Balance at Mar. 31, 2014 $ 9,805 $ 91,850 $ (118,524) $ (16,869)
Balance (in shares) at Mar. 31, 2014 9,805,044        
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Share issued for acquisition of Top Point   $ 10,195 (10,195)      
Share issued for acquisition of Top Point (in shares) 10,195,294        
Share based compensations - employees   $ 100 199,900     200,000
Share based compensations - employees (in shares)   100,000        
Share issued to third parties for services provided   $ 100 199,900     200,000
Share issued to third parties for services provided (in shares)   100,000        
Share issued to related parties for services provided   $ 600 1,199,400     1,200,000
Share issued to related parties for services provided (in shares)   600,000        
Acquisition of Wonderful Gate     (7,692)     (7,692)
Debt forgiveness     16,869     16,869
Net income         1,067,232 1,067,232
Foreign currency translation adjustment       $ (3,756)   (3,756)
Balance at Mar. 31, 2015 [1] $ 20,800 1,690,032 (3,756) 948,708 2,655,784
Balance (in shares) at Mar. 31, 2015 [1] 20,800,338        
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Contributions from shareholder     9,000     9,000
Share based compensations - employees   $ 100 224,900     225,000
Share based compensations - employees (in shares) 100,000        
Net income       3,393,616 3,393,616
Balance at Dec. 31, 2015 $ 20,900 $ 1,923,932 $ (3,756) $ 4,342,324 $ 6,283,400
Balance (in shares) at Dec. 31, 2015 20,900,338        
[1] As Restated


v3.3.1.900
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
 9 Months Ended
Dec. 31, 2015
Dec. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net income $ 3,393,616 $ 445,801 [1]
Adjustments to reconcile net income to net cash provided by operating activities:    
Expenses paid and waived by shareholder 9,000  
Depreciation expenses 3,014  
Share based compensation - employees 225,000 1,400,000 [1]
Imputed Interest [1]   4,773
Changes in operating assets and liabilities:    
Accounts receivable (1,359,303) (917,883) [1]
Other current assets [1]   (15,738)
Deposits for long-term operating leases (30,000) (295,000) [1]
Taxes payable 604,960  
Accrued liabilities and other payables 191,131 (7,693) [1]
Other payables - related parties [1]   260,928
NET CASH PROVIDED BY OPERATING ACTIVITIES 3,037,418 875,188 [1]
CASH FLOWS FROM INVESTING ACTIVITIES:    
Purchase of property, plant and equipment (32,150)  
Cash paid for construction in process (3,115,068) (903,479) [1]
NET CASH USED IN INVESTING ACTIVITIES (3,147,218) (903,479) [1]
CASH FLOWS FROM FINANCING ACTIVITIES:    
Proceeds from related party advances 324,544 336,631 [1]
Repayments to related party advances (415,703) (138,996) [1]
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (91,159) 197,635 [1]
NET INCREASE/( DECREASE) IN CASH AND CASH EQUIVALENTS (200,959) 169,344 [1]
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD [1] 213,974  
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 13,015 $ 169,344 [1]
Cash paid for:    
Interest
Income taxes
NON-CASH DISCLOSURE OF CASH FLOW INFORMATION:    
Due to shareholder in connection with acquisition of Wonderful Gate [1]   $ 7,692
Debt forgiveness [1]   16,869
Shares issued for acquisition of Top Point [1]   $ 10,195
[1] As Restated


v3.3.1.900
Nature of Business
 9 Months Ended
Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Business
Note 1 – Nature of Business
 
Glorywin Entertainment Group Inc. (“Glorywin”), formerly known as Zippy Bags, Inc., was incorporated in the state of Nevada on August 26, 2010 (“Inception”). It was initially formed to market a snowboard carrying bag locally, in the Salt Lake City, Utah area to snowboard shops and outdoor retailers.
 
On June 17, 2014, Janet Somsen, the original owner of Glorywin, entered into a security purchase agreement to sell 44.5% of Glorywin’s outstanding shares, or 4,365,000 shares, of common stock, to Taipan Pearl Sdn Bhd and Wenwei Wu in exchange for an aggregate purchase price of $189,004 in cash. At the closing of the transaction, Janet Somsen agreed that the previous officers would resign, and all the debts, consisting of $11,719 of taxes payable, $1,650 of accounts payable, and $3,500 of notes payable due to BK Consulting and Associates, P.C. (“BK Consulting”), would be repaid by Ms.Somsen. Glorywin is a shell company and has no operations.
 
On the same day, Glorywin entered into a share transfer agreement with Top Point Limited (“Top Point”), a company incorporated in Samoa on April 9, 2014. Pursuant to the agreement, Glorywin issued 10,195,294 shares of common stock to Wen Wei Wu, Taipan Pearl Sdn Bhd, Boon Siong Lee and Zhen Long Ho to acquire 1,000 common shares (100%) of Top Point. Top Point is a shell company and has no operations.
 
Simultaneously, Glorywin paid Macanese Pataca (“MOP”) 60,000 (approximately $7,692) to acquire Wonderful Gate Strategy Company Limited (“Wonderful Gate”), a company incorporated on March 11, 2009 in Macau, China, and had no operation prior to the acquisition from, Carmen Lum. Since then, Wonderful Gate has been engaged in service of introducing sub-junkets and information technology infrastructure to land-based casinos and receiving an agreed percentage of total bets as revenue. Wonderful Gate has introduced 25 sub-junkets to initially three land-based casinos in Cambodia and reduced to two land-based casinos to date.
 
After the above transactions, Taipan Pearl Sdn Bhd owns 56% interest of the Glorywin and its subsidiaries, (collectively, “the Company”, “us”), and became the biggest shareholder of the Company.
 
On October 30, 2014, the Company changed its name to Glorywin Entertainment Group, Inc.
 
Acquisition of Gwin Company Limited (Gwin)
 
On October 22, 2014, the Company orally entered into a conditional sale agreement ("Conditional Sale Agreement"), which was later put into a written form on January 19, 2015, with Taipan Pearl Sdn Bhd, shareholder of 56% of the Company's interest. Pursuant to the Conditional Sale Agreement, the Company agreed to pay a total price of $2,000,000 to acquire Gwin Company Limited ("Target Company", or "Gwin"), which is solely owned by Mr. Sing Hong Ting, the 100% beneficial owner of Taipan Pearl Sdn Bhd. Gwin obtained the formal approval of incorporation in March, 2015 and did not generate any revenues since its establishment. The sale would be completed under conditions that the Target Company becomes profitable within 12 months from the date of the Conditional Sale Agreement (“Profitability Condition”) and that the Target Company maintains all necessary licenses to be operational. If the two conditions were not satisfied, the amount paid would be fully refunded. On February 18, 2015, the Company signed a supplementary agreement to the Conditional Sale Agreement ("Supplementary Agreement") with Taipan Pearl Sdn Bhd, pursuant to which, another $2,000,000 would be paid by the Company for acquisition of the Target Company. The incremental $2,000,000 would be used in renovating and operating of the Target Company. The Company paid $3,180,425 as of March 31, 2015 and continued to pay until September 29, 2015, when the Company entered into a Closing Agreement ("Closing Agreement") with Mr. Sing Hong Ting to officially acquire the Target Company. On November 11, 2015, the Company entered into an Amended and Restated Agreement (“Restated Agreement”) with Mr. Sing Hong Ting. Pursuant to the Closing Agreement and Restated Agreement, the Company: (1) purchased 100% of Gwin’s equity interest, and all the advanced payment to the Target Company, totalling $5,876,392, shall be regarded as the final consideration of the sale, and therefore shall not be refundable; (2) waived the Profitability Condition of the Conditional Sale Agreement, which was not met as of September 29, 2015; and (3) agreed with the other signing party to correct the seller of Gwin from Taipan Pearl Sdn Bhd to Mr. Sing Hong Ting. On January 9, 2015, Gwin entered into a lease agreement to lease a casino hotel building with equipment in it located in Kingdom of Cambodia. Gwin is currently refurbishing the building and expects to finish the refurbishment and start its operation in gaming and hospitality industry in February, 2016.
 
Since the Company and Gwin are under common control by Mr. Sing Hong Ting, the acquisition of Gwin was recorded as a transaction between entities under common control. The Company has accounted for Gwin’s operations on a retrospective basis in the Company’s consolidated financial statements since Gwin incurred start-up expenses from November 2014 which was before obtaining the formal approval for incorporation. Accordingly, the consolidated balance sheet as of March 31, 2015, the consolidated statement of operations and comprehensive income for the three and nine months ended December 31, 2014, the consolidated statement of changes in shareholders’ equity for the year ended March 31, 2015, and the consolidated statement of cash flows for the nine months ended December 31, 2014 have been retrospectively restated in this report to reflect Gwin’s accounts at their historical amounts as of those dates.


v3.3.1.900
Significant Accounting Policies
 9 Months Ended
Dec. 31, 2015
Accounting Policies [Abstract]  
Significant Accounting Policies
Note 2 – Significant Accounting Policies
 
Basis of Presentation
 
The consolidated financial statements include the accounts of the Company and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated in the consolidation. Certain information and footnote disclosures normally included in financial statements prepared in conjunction with U.S. generally accepted accounting principles ("U.S. GAAP") have been condensed or omitted as permitted by the rules and regulations of the United States Securities and Exchange Commission ("SEC"), although the Company believes that the disclosures contained in this report are adequate to make the information presented not misleading.
 
The accompanying unaudited interim consolidated financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole.
 
We have defined various periods that are covered in this report as follows:
 
- "fiscal year 2014"— April 1, 2014 through March 31, 2015
- "fiscal year 2015"— April 1, 2015 through March 31, 2016
 
Use of Estimates
 
The preparation of consolidated financial statements that conform with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company continually evaluates its estimates, including those related to bad debts, income taxes, and the valuation of equity transactions. The Company bases its estimates on historical experience and on various other assumptions that it believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.
 
Fair value of Financial Instruments
 
The Company's financial instruments consist principally of cash and cash equivalents, accounts receivable, accrued liability and other payables. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature.     
 
Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of other payables to related parties due to their related party nature.
 
Construction in progress
 
Direct costs that are related to the construction of property and equipment incurred in connection with bringing the assets to their intended use are capitalized as construction in progress. Construction in progress is transferred to specific property and equipment and the depreciation of these assets commences when the assets are ready for their intended use. As of December 31, 2015 and March 31, 2015, the balance of construction in progress was $5,560,492 and $2,445,424, respectively, which was primarily related to the refurbishment of a leased casino hotel building.
 
Foreign Currency Translation
 
The accompanying consolidated financial statements are presented in United States dollars ("USD"). The functional currency of Wonderful Gate located in Macau is Hong Kong Dollars ("HKD"), and the functional currency of Glorywin, Top Point and Gwin is the USD. The financial statements are translated into US dollars from HK$ at period-end exchange rates for assets and liabilities, and weighted average exchange rates for revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.
 
The Hong Kong Monetary Authority ("HKMA"), Hong Kong's central bank, maintains a Linked Exchange Rate System since 1983. The HKMA operates Convertibility Undertakings on both the strong side and the weak side of the Linked Rate of US$1: HK$7.8. Thus, the consistent exchange rate used has been 7.80 HKD per each USD.
 
Foreign currency transactions are those that required settlement in a currency other than HKD. Gain or loss from foreign currency transactions, or exchange loss, are recognized in income in the period they occur.
 
Related Party Transactions
 
A related party is generally defined as (i) any person that holds 10% or more of the Company's securities including such person's immediate families, (ii) the Company's management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
 
Stock-Based Compensation
 
The Company accounts for stock based compensation issued to employees in accordance with ASC 718 "Stock Compensation". ASC 718 requires companies to recognize an expense in the statement of income at the grant date of stock options and other equity based compensation issued to employees. The Company accounts for non-employee share-based awards in accordance with ASC 505-50 "Equity-based payments to nonemployees".
 
Operating Leases
 
Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases. Payments made under operating leases are charged to the consolidated statements of operations on a straight-line basis over the lease period.
 
Recent 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 amendments in the ASU are effective for public business entities for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.
 
In November 2015, the FASB issued ASU 2015-17, “'Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”. The amendments in ASU 2015-17 eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments in the ASU are effective for public business entities for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.
 
In January 2016, the FASB issued ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. Among other things, the amendments in ASU 2016-01 require equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables), and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The amendments in the ASU are effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.


v3.3.1.900
Accounts Receivable
 9 Months Ended
Dec. 31, 2015
Accounts Receivable, Net, Current [Abstract]  
Accounts receivable
Note 3 – Accounts Receivable
 
Accounts receivable consists of the following:
 
  
As of December 31,
2015
    
As of March 31,
2015
  
Introduction of IT company
  
$
364,018
    
$
92,641
  
Introduction of sub-junkets
    
1,456,072
      
370,564
  
Total
  
$
1,820,090
    
$
463,205
  
 
As of December 31, 2015 and March 31, 2015, there was no allowance for doubtful accounts provided.


v3.3.1.900
Income Taxes
 9 Months Ended
Dec. 31, 2015
Income Tax Disclosure [Abstract]  
Income taxes
Note 4 – Income Taxes
 
Wonderful Gate, the operating entity of the Company, is located in Macau, China. Income received in Macau is taxable under Macau's Complementary Tax provisions, irrespective of the beneficiary being an individual or a corporation, its particular line of business, its nationality or domiciliation, without prejudice to the particular deductions and allowances each taxpayer enjoys. Companies are required to declare their annual profit and such profit is subject to Complementary Tax. If dividend is declared, taxable profit is based on taxable profit (after dividends have been paid). Law No.15/2015 (the 2016 Budget Law) remains the exempted portion of income to MOP600, 000 and determines that the excess of taxable income be taxed at the relevant brackets (0% from MOP0 to MOP600, 000 and 12% on the excess). These rates apply to the declared taxable profit (gross income less allowable deductions) from all income generating sources, except professional tax and property income, taxed separately under different regulations. The provision for income taxes for the nine months ended December 31, 2015 and 2014 was $602,954 and $258,347, respectively.
 
The Company's subsidiary, Top Point, is incorporated in Samoa, and is subject to company tax at a tax rate of 27%. No provision for income taxes in Samoa has been made as the Company had no Samoa taxable income as of December 31, 2015.
 
Glorywin is incorporated in the State of Nevada and is subject to the United States federal income tax at an effective tax rate of 34%.
 
Gwin is incorporated in the Kingdom of Cambodia and is subject to company tax at a rate ranging from 0% to 20% based on annual taxable profit. No provision for income taxes in Kingdom of Cambodia has been made as Gwin had no taxable income as of December 31, 2015.
 
Income taxes are calculated on a separate entity basis. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The provisions for income taxes for the nine months ended December 31, 2015 and 2014 are summarized as follows:
 
 
Nine Months Ended December 31,
  
 
2015
  
2014
  
Current taxes
  
$
602,954
    
$
258,347
  
Deferred taxes
    
-
      
-
  
Total
  
$
602,954
    
$
258,347
  
 
The table below summarizes the difference between the U.S. statutory federal tax rate and the Company's effective tax rate for the nine months ended December 31, 2015 and 2014:
 
   
Nine Months Ended December 31,
  
   
2015
    
2014
  
U.S. federal income tax rate
    
34
%
    
34
%
Foreign income note recognized in the U.S.
    
(34
%)
    
(34
%)
Macau Complementary tax
    
12
%
    
-
  
Kingdom of Cambodia company tax
    
0
%
    
-
  
Effect of income tax difference under different tax jurisdictions
    
3
%
    
-
  
Total effective income tax rate
    
15
%
    
-
  


v3.3.1.900
Stockholders' Equity
 9 Months Ended
Dec. 31, 2015
Stockholders' Equity Note [Abstract]  
Stockholders' Equity
Note 5 – Stockholders' Equity
 
Shares issued
 
On June 17, 2014, the Company issued 10,195,294 restricted shares to Taipan Pearl Sdn Bhd, Wenwei Wu, Boom Siong Lee and Zhen Long Ho as consideration for 1,000 shares of Top Point. The shares were booked at par value issuance cost with a decrease to additional paid-in capital of $10,195 due to treatment requirements for stock granted for an acquisition of an entity under common control. The transaction was accounted for as an acquisition of entity under common control which requires booking the transaction at historical cost.
On November 18, 2014, the Company issued 600,000 restricted shares to Taipan Pearl Sdn Bhd, its major shareholder, 100,000 shares to Eng Wah Kung, its Chief Executive Officer at the time, and 100,000 shares to its public relationship company as consideration for their services provided. The total fair value of the common stock was $1,600,000 based on the closing price of the Company's common stock on the date of grant and the expense was included in general and administrative expenses for the year ended March 31, 2015. The restriction period is one year from the grant date.
 
On July 1, 2015, the Company issued 100,000 restricted shares of the Company's common stock valued at $2.25 per share to Mr. Muhammad Shahrezza Chong as compensation for his service to the Company as Director of Public Relationships. The total fair value of the common stock was $225,000 based on the closing price of the Company's common stock on the date of grant and the expense was included in general and administrative expenses for the nine months ended December 31, 2015. The restriction period is one year from the grant date.
 
Debt forgiveness by related party
 
On June 17, 2014, Janet Somsen paid and released the Company of $16,869 of outstanding liabilities. As Ms. Somsen was a shareholder of the Company, the transaction was accounted for as contributed capital.


v3.3.1.900
Related Party Transactions
 9 Months Ended
Dec. 31, 2015
Related Party Transactions [Abstract]  
Related Party Transactions
Note 6 – Related Party Transactions
 
The Company's officers, directors and other related parties, from time to time, provided advances to the Company for working capital purpose. These advances are short-term in nature, unsecured and payable on demand. The due to related parties amounts on December 31, 2015 and March 31, 2015 were as follows:
 
Name of related parties
Relationship with the Company
  
December 31,
2015
    
March 31,
2015
  
Wenwei Wu
Chairman of the Board of Directors of the Company
  
$
129,166
    
$
347,177
  
Ting Sing Hong
100% beneficial owner of Taipan Pearl Sdn Bhd, which is the biggest shareholder of the Company
    
175,074
      
-
  
Total
 
  
$
304,240
    
$
347,177
  
 
The balance of $304,240 on December 31, 2015 included $7,692 that was paid by Wenwei Wu for acquisition of Wonderful Gate.
 
On June 17, 2014, Janet Somsen, the Glorywin's original owner, sold 4,365,000 shares to Taipan Pearl Sdn Bhd and Wenwei Wu. As part of the security purchase agreement, all the debts of the Glorywin as of the transaction date, including $11,719 of taxes payable, $1,650 of accounts payable, and $3,500 of notes payable due to BK Consulting, would be repaid by Ms. Somsen. On the same day, Glorywin issued 10,195,294 restricted shares to Wenwei Wu, Taipan Pearl Sdn Bhd, Boom Siong Lee and Zhen Long Ho for their interest in the 1,000 shares of Top Point. Simultaneously, Glorywin paid MOP60,000 (approximately $7,692) to acquire Wonderful Gate from Carmen Lum. Also see Note 1.
 
On November 18, 2014, the Company issued 600,000 restricted shares of common stock to Taipan Pearl Sdn Bhd and 100,000 restricted shares of common stock to Eng Wah Kung, the Company's Chief Executive Officer at the time, as consideration for their services provided. The total fair value of the common stock was $1,400,000 based on the closing price of the Company's common stock on the date of grant.
 
On October 22, 2014 and February 18, 2015, the Company entered into a Conditional Sale Agreement and a Supplementary Agreement, respectively, with Taipan Pearl Sdn Bhd to acquire Gwin. A total of $4,000,000 was to be paid by the Company for acquisition of Gwin. On September 29, 2015, a Closing Agreement was entered into by the Company and Ting Sing Hong, followed by an Amended and Restated Agreement signed on November 11, 2015 by the Company and Ting Sing Hong. Pursuant to the Closing Agreement and Restated Agreement, the Company purchased 100% of Gwin's equity interest and all the advances paid to Gwin, totalling $5,876,392, were regarded as the final consideration of the sale, and therefore were no longer refundable. In addition, the Profitability Condition of the Conditional Sale Agreement was waived. Also see Note 1.
 
During the nine months ended December 31, 2015, Ting Sing Hong paid $9,000 house rent on behalf of Gwin and waived repayment from the Company. This transaction was recorded as an adjustment to the shareholders' equity (additional paid-in capital).


v3.3.1.900
Commitments and Contingencies
 9 Months Ended
Dec. 31, 2015
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
Note 7 – Commitments and Contingencies
 
On May 19, 2014, the Company entered into an agreement for the lease of an office in Macau for monthly rental of MOP10,000 (approximately $1,290). The original lease term began on May 19, 2014 and expired on April 18, 2015. On April 19, 2015, the Company renewed the agreement for another six months expired on November 18, 2015. The monthly rental for the renewed lease is MOP11,000, or $1,410. The Company did not renew the lease upon expiry.
 
On January 9, 2015, Gwin entered into an agreement for leasing a casino hotel building in Kingdom of Cambodia for monthly rental of $45,000. The lease starts on January 9, 2015 and expires on January 8, 2020.
 
On June 8, 2015, Gwin entered into an agreement for leasing of a piece of land with staff building on it in Kingdom of Cambodia for monthly rental of $30,000, with a 90% discount for the first 12 months. The original lease began on June 8, 2015 and will expire on June 8, 2020. On June 26, 2015, the Company renewed the agreement for another 10 years expiring on June 8, 2030. The monthly rental for the renewed lease is $33,000.
 
On November 19, 2015, the Company entered into an agreement for the lease of a virtual office in Macau for monthly rental of MOP1,620 (approximately $200). The lease began on November 19, 2015 and will expire on November 18, 2016.
 
For the nine months ended December 31, 2015 and 2014, rent expenses were $626,905 and $18,576, respectively.


v3.3.1.900
Significant Accounting Policies (Policies)
 9 Months Ended
Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation
Basis of Presentation
 
The consolidated financial statements include the accounts of the Company and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated in the consolidation. Certain information and footnote disclosures normally included in financial statements prepared in conjunction with U.S. generally accepted accounting principles ("U.S. GAAP") have been condensed or omitted as permitted by the rules and regulations of the United States Securities and Exchange Commission ("SEC"), although the Company believes that the disclosures contained in this report are adequate to make the information presented not misleading.
 
The accompanying unaudited interim consolidated financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole.
 
We have defined various periods that are covered in this report as follows:
 
- "fiscal year 2014"— April 1, 2014 through March 31, 2015
- "fiscal year 2015"— April 1, 2015 through March 31, 2016
Use of Estimates
Use of Estimates
 
The preparation of consolidated financial statements that conform with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company continually evaluates its estimates, including those related to bad debts, income taxes, and the valuation of equity transactions. The Company bases its estimates on historical experience and on various other assumptions that it believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.
Fair value of Financial Instruments
Fair value of Financial Instruments
 
The Company's financial instruments consist principally of cash and cash equivalents, accounts receivable, accrued liability and other payables. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature.     
 
Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of other payables to related parties due to their related party nature.
Construction in progress
Construction in progress
 
Direct costs that are related to the construction of property and equipment incurred in connection with bringing the assets to their intended use are capitalized as construction in progress. Construction in progress is transferred to specific property and equipment and the depreciation of these assets commences when the assets are ready for their intended use. As of December 31, 2015 and March 31, 2015, the balance of construction in progress was $5,560,492 and $2,445,424, respectively, which was primarily related to the refurbishment of a leased casino hotel building.
Foreign Currency Translation
Foreign Currency Translation
 
The accompanying consolidated financial statements are presented in United States dollars ("USD"). The functional currency of Wonderful Gate located in Macau is Hong Kong Dollars ("HKD"), and the functional currency of Glorywin, Top Point and Gwin is the USD. The financial statements are translated into US dollars from HK$ at period-end exchange rates for assets and liabilities, and weighted average exchange rates for revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.
 
The Hong Kong Monetary Authority ("HKMA"), Hong Kong's central bank, maintains a Linked Exchange Rate System since 1983. The HKMA operates Convertibility Undertakings on both the strong side and the weak side of the Linked Rate of US$1: HK$7.8. Thus, the consistent exchange rate used has been 7.80 HKD per each USD.
 
Foreign currency transactions are those that required settlement in a currency other than HKD. Gain or loss from foreign currency transactions, or exchange loss, are recognized in income in the period they occur.
Related Party Transactions
Related Party Transactions
 
A related party is generally defined as (i) any person that holds 10% or more of the Company's securities including such person's immediate families, (ii) the Company's management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
Stock-Based Compensation
Stock-Based Compensation
 
The Company accounts for stock based compensation issued to employees in accordance with ASC 718 "Stock Compensation". ASC 718 requires companies to recognize an expense in the statement of income at the grant date of stock options and other equity based compensation issued to employees. The Company accounts for non-employee share-based awards in accordance with ASC 505-50 "Equity-based payments to nonemployees".
Operating Leases
Operating Leases
 
Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases. Payments made under operating leases are charged to the consolidated statements of operations on a straight-line basis over the lease period.
Recent accounting pronouncements
Recent 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 amendments in the ASU are effective for public business entities for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.
 
In November 2015, the FASB issued ASU 2015-17, “'Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”. The amendments in ASU 2015-17 eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments in the ASU are effective for public business entities for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.
 
In January 2016, the FASB issued ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. Among other things, the amendments in ASU 2016-01 require equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables), and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The amendments in the ASU are effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.


v3.3.1.900
Accounts Receivable (Tables)
 9 Months Ended
Dec. 31, 2015
Accounts Receivable, Net, Current [Abstract]  
Schedule of accounts receivable
 
 
  
As of December 31,
2015
    
As of March 31,
2015
  
Introduction of IT company
  
$
364,018
    
$
92,641
  
Introduction of sub-junkets
    
1,456,072
      
370,564
  
Total
  
$
1,820,090
    
$
463,205
  
 


v3.3.1.900
Income Taxes (Tables)
 9 Months Ended
Dec. 31, 2015
Income Tax Disclosure [Abstract]  
Schedule of provisions for income taxes
 
 
Nine Months Ended December 31,
  
 
2015
  
2014
  
Current taxes
  
$
602,954
    
$
258,347
  
Deferred taxes
    
-
      
-
  
Total
  
$
602,954
    
$
258,347
  
Schedule of difference between the U.S. statutory federal tax rate and the Company's effective tax rate
 
   
Nine Months Ended December 31,
  
   
2015
    
2014
  
U.S. federal income tax rate
    
34
%
    
34
%
Foreign income note recognized in the U.S.
    
(34
%)
    
(34
%)
Macau Complementary tax
    
12
%
    
-
  
Kingdom of Cambodia company tax
    
0
%
    
-
  
Effect of income tax difference under different tax jurisdictions
    
3
%
    
-
  
Total effective income tax rate
    
15
%
    
-
  


v3.3.1.900
Related Party Transactions (Tables)
 9 Months Ended
Dec. 31, 2015
Related Party Transactions [Abstract]  
Schedule of related party
 
Name of related parties
Relationship with the Company
  
December 31,
2015
    
March 31,
2015
  
Wenwei Wu
Chairman of the Board of Directors of the Company
  
$
129,166
    
$
347,177
  
Ting Sing Hong
100% beneficial owner of Taipan Pearl Sdn Bhd, which is the biggest shareholder of the Company
    
175,074
      
-
  
Total
 
  
$
304,240
    
$
347,177
  


v3.3.1.900
Nature of Business (Detail Textuals) - USD ($)
 1 Months Ended 12 Months Ended
Jun. 17, 2014
Mar. 31, 2015
Dec. 31, 2015
Nature Of Business And Significant Accounting Policies [Line Items]      
Stock issued for cash (in dollars)   $ 200,000  
Taxes payable   $ 343,971 [1] $ 946,924
Janet Somsen | BK Consulting      
Nature Of Business And Significant Accounting Policies [Line Items]      
Taxes payable $ 11,719    
Accounts payable 1,650    
Notes payable $ 3,500    
Security Purchase Agreement | Janet Somsen | Taipan Pearl Sdn Bhd And Wenwei Wu      
Nature Of Business And Significant Accounting Policies [Line Items]      
Percentage of outstanding shares sold 44.50%    
Stock issued by original owner (in shares) 4,365,000    
Stock issued for cash (in dollars) $ 189,004    
[1] As Restated


v3.3.1.900
Nature of Business (Detail Textuals 1)
 1 Months Ended 9 Months Ended
Mar. 31, 2015
USD ($)
Feb. 18, 2015
USD ($)
Oct. 22, 2014
USD ($)
Jun. 17, 2014
USD ($)
shares
Jun. 17, 2014
MOP
shares
Dec. 31, 2015
Sub-junket
casinos
Supplementary agreement | Taipan Pearl Sdn Bhd            
Nature Of Business And Significant Accounting Policies [Line Items]            
Total price   $ 2,000,000        
Incremental proceeds used in renovating and operation of target company   $ 2,000,000        
Top Point Limited ("Top Point") | Wenwei Wu, Taipan Pearl Sdn Bhd, Boom Siong Lee and Zhen Long Ho | Share transfer agreement            
Nature Of Business And Significant Accounting Policies [Line Items]            
Stock issued for consideration (in shares) | shares       10,195,294 10,195,294  
Number of shares acquired | shares       1,000 1,000  
Effective Ownership       100.00% 100.00%  
Wonderful Gate Strategy Company Limited ("Wonderful Gate Strategy")            
Nature Of Business And Significant Accounting Policies [Line Items]            
Cash paid for acquisition under common control       $ 7,692 MOP 60,000  
Wonderful Gate Strategy Company Limited ("Wonderful Gate Strategy") | Cambodia            
Nature Of Business And Significant Accounting Policies [Line Items]            
Number of sub-junkets introduced to land-based casinos | Sub-junket           25
Number of casino | casinos           3
Number of casino reduce | casinos           2
Gwin Company Limited | Conditional Sale Agreement | Taipan Pearl Sdn Bhd            
Nature Of Business And Significant Accounting Policies [Line Items]            
Cash paid for acquisition under common control $ 3,180,425          
Ownership percentage     56.00%      
Total price     $ 2,000,000      
Beneficial ownership, percentage     100.00%      


v3.3.1.900
Nature of Business (Details textuals 2) - Ting Sing Hong - Gwin Company Limited - Restated Agreement
Nov. 11, 2015
USD ($)
Related Party Transaction [Line Items]  
Total price $ 5,876,392
Beneficial ownership, percentage 100.00%


v3.3.1.900
Significant Accounting Policies (Detail Textuals)
Dec. 31, 2015
USD ($)
Mar. 31, 2015
USD ($)
 [1]
Accounting Policies [Abstract]    
Average fiscal year (HKD: USD exchange rate) 7.80  
Construction in process $ 5,560,492 $ 2,445,424
[1] As Restated


v3.3.1.900
Accounts Receivable (Details) - USD ($)
Dec. 31, 2015
Mar. 31, 2015
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts receivable, Total $ 1,820,090 $ 463,205 [1]
Introduction of IT company    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts receivable, Total 364,018 92,641
Introduction of sub - junkets    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts receivable, Total $ 1,456,072 $ 370,564
[1] As Restated


v3.3.1.900
Income Taxes (Details) - USD ($)
 3 Months Ended 9 Months Ended
Dec. 31, 2015
Dec. 31, 2014
 [1]
Dec. 31, 2015
Dec. 31, 2014
Income Tax Disclosure [Abstract]        
Current taxes     $ 602,954 $ 258,347
Deferred taxes    
Total $ 207,758 $ 146,620 $ 602,954 $ 258,347 [1]
[1] As Restated


v3.3.1.900
Income Taxes (Details 1)
 9 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Income Tax Disclosure [Abstract]    
U.S. federal income tax rate 34.00% 34.00%
Foreign income not recognized in the U.S. (34.00%) (34.00%)
Macau Complementary tax 12.00%
Kingdom of Cambodia company tax 0.00%
Effect of income tax difference under different tax jurisdictions 3.00%
Total effective income tax rate 15.00%


v3.3.1.900
Income Taxes (Detail Textuals)
 3 Months Ended 9 Months Ended
Dec. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
 [1]
Dec. 31, 2015
USD ($)
Dec. 31, 2015
MOP
Dec. 31, 2014
USD ($)
Income Tax Disclosure [Line Items]          
Provision for income taxes | $ $ 207,758 $ 146,620 $ 602,954   $ 258,347 [1]
U.S. federal income tax rate     34.00% 34.00% 34.00%
Wonderful Gate Strategy Company Limited ("Wonderful Gate Strategy")          
Income Tax Disclosure [Line Items]          
Exempted portion of income | MOP       MOP 600,000  
Tax rate on exempted taxable income range from MOP 0 to MOP 600, 000     0.00% 0.00%  
Tax rate on excess of exempted taxable income     12.00% 12.00%  
Top Point Limited ("Top Point")          
Income Tax Disclosure [Line Items]          
Company tax rate     27.00% 27.00%  
Minimum | Gwin Company Limited          
Income Tax Disclosure [Line Items]          
Company tax rate     0.00% 0.00%  
Maximum | Gwin Company Limited          
Income Tax Disclosure [Line Items]          
Company tax rate     20.00% 20.00%  
[1] As Restated


v3.3.1.900
Stockholders' Equity (Detail Textuals) - USD ($)
 1 Months Ended 9 Months Ended
Jul. 01, 2015
Nov. 18, 2014
Jun. 17, 2014
Dec. 31, 2015
Dec. 31, 2014
Class of Stock [Line Items]          
Debt forgiveness [1]         $ 16,869
Share-based Compensation       $ 225,000 $ 1,400,000 [1]
Restricted Stock          
Class of Stock [Line Items]          
Restriction period   1 year      
Fair value of common stock   $ 1,600,000      
Restricted Stock | Taipan Pearl Sdn Bhd          
Class of Stock [Line Items]          
Stock issued for services (in shares)   600,000      
Restricted Stock | Eng Wah Kung          
Class of Stock [Line Items]          
Stock issued for services (in shares)   100,000      
Restricted Stock | Public Relationship Company          
Class of Stock [Line Items]          
Stock issued for services (in shares)   100,000      
Restricted Stock | Mr. Muhammad Shahrezza Chong          
Class of Stock [Line Items]          
Stock issued for services (in shares) 100,000        
Common stock valued per share $ 2.25        
Share-based Compensation $ 225,000        
Top Point Limited ("Top Point") | Share transfer agreement | Wenwei Wu, Taipan Pearl Sdn Bhd, Boom Siong Lee and Zhen Long Ho          
Class of Stock [Line Items]          
Stock issued for consideration (in shares)     10,195,294    
Number of shares acquired     1,000    
Decrease to additional paid in capital stock granted for acquisition     $ 10,195    
[1] As Restated


v3.3.1.900
Related Party Transactions (Details) - USD ($)
 9 Months Ended
Dec. 31, 2015
Mar. 31, 2015
Related Party Transaction [Line Items]    
Due to related parties $ 304,240 $ 347,177
Wenwei Wu    
Related Party Transaction [Line Items]    
Relationship with the Company Chairman of the Board of Directors of the Company  
Due to related parties $ 129,166 $ 347,177
Ting Sing Hong    
Related Party Transaction [Line Items]    
Relationship with the Company 100% beneficial owner of Taipan Pearl Sdn Bhd, which is the biggest shareholder of the Company  
Due to related parties $ 175,074


v3.3.1.900
Related Party Transactions (Detail Textuals)
 1 Months Ended 9 Months Ended 12 Months Ended
Nov. 11, 2015
USD ($)
Feb. 18, 2015
USD ($)
Nov. 18, 2014
USD ($)
shares
Jun. 17, 2014
USD ($)
shares
Jun. 17, 2014
MOP
shares
Dec. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
 [1]
Mar. 31, 2015
USD ($)
Related Party Transaction [Line Items]                
Proceeds from related party advances           $ 324,544 $ 336,631  
Due to related parties           304,240   $ 347,177
Total fair value of the common stock               200,000
Taxes payable           946,924   343,971 [1]
Expenses paid and waived by shareholder           9,000    
Wenwei Wu                
Related Party Transaction [Line Items]                
Due to related parties           129,166   $ 347,177
Ting Sing Hong                
Related Party Transaction [Line Items]                
Due to related parties           175,074  
Expenses paid and waived by shareholder           9,000    
BK Consulting | Janet Somsen                
Related Party Transaction [Line Items]                
Taxes payable       $ 11,719        
Accounts payable       1,650        
Notes payable       $ 3,500        
Restricted Stock                
Related Party Transaction [Line Items]                
Total fair value of the common stock     $ 1,400,000          
Restricted Stock | Taipan Pearl Sdn Bhd                
Related Party Transaction [Line Items]                
Stock issued for services (in shares) | shares     600,000          
Restricted Stock | Eng Wah Kung                
Related Party Transaction [Line Items]                
Stock issued for services (in shares) | shares     100,000          
Restricted Stock | Public Relationship Company                
Related Party Transaction [Line Items]                
Stock issued for services (in shares) | shares     100,000          
Security Purchase Agreement | Taipan Pearl Sdn Bhd And Wenwei Wu | Janet Somsen                
Related Party Transaction [Line Items]                
Stock issued by original owner (in shares) | shares       4,365,000 4,365,000      
Total fair value of the common stock       $ 189,004        
Conditional Sale Agreement | Gwin Company Limited | Taipan Pearl Sdn Bhd                
Related Party Transaction [Line Items]                
Total price   $ 4,000,000            
Restated Agreement | Gwin Company Limited | Ting Sing Hong                
Related Party Transaction [Line Items]                
Ownership percentage 100.00%              
Total price $ 5,876,392              
Top Point Limited ("Top Point") | Share transfer agreement | Wenwei Wu, Taipan Pearl Sdn Bhd, Boom Siong Lee and Zhen Long Ho                
Related Party Transaction [Line Items]                
Stock issued for consideration (in shares) | shares       10,195,294 10,195,294      
Number of shares acquired | shares       1,000 1,000      
Wonderful Gate Strategy Company Limited ("Wonderful Gate Strategy")                
Related Party Transaction [Line Items]                
Cash paid for acquisition under common control       $ 7,692 MOP 60,000      
Wonderful Gate Strategy Company Limited ("Wonderful Gate Strategy") | Wenwei Wu                
Related Party Transaction [Line Items]                
Proceeds from related party advances           7,692    
Due to related parties           $ 304,240    
[1] As Restated


v3.3.1.900
Commitments and Contingencies (Detail Textuals)
 1 Months Ended 9 Months Ended
Jun. 08, 2015
USD ($)
Jan. 09, 2015
USD ($)
Nov. 19, 2015
USD ($)
Nov. 19, 2015
MOP
Jun. 26, 2015
USD ($)
Apr. 19, 2015
USD ($)
Apr. 19, 2015
MOP
May. 19, 2014
USD ($)
May. 19, 2014
MOP
Dec. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
Operating Leased Assets [Line Items]                      
Monthly rental     $ 200 MOP 1,620              
Total rent expenses                   $ 626,905 $ 18,576
Office                      
Operating Leased Assets [Line Items]                      
Monthly rental           $ 1,410 MOP 11,000 $ 1,290 MOP 10,000    
Casino hotel                      
Operating Leased Assets [Line Items]                      
Monthly rental   $ 45,000                  
Staff building                      
Operating Leased Assets [Line Items]                      
Monthly rental $ 30,000                    
Percentage of discount for first twelve months 90.00%                    
Period of renewed lease agreement         10 years            
Renewed monthly rental         $ 33,000            
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