UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2015~~2016

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

For the transition period from ______to______.

Commission File Number: 333-176694

SAN LOTUS HOLDING INC.

(Exact name of registrant as specified in its charter)

California	45-2960145
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
9368 VALLEY BLVD, SUITE 202 ROSEMEAD, CA91770
2387 S HACIENDA BLVD HACIENDA HEIGHTS CA 91745
(Address of principal executive office and zip code)
626-800-6861
626-961-6522
(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Lar Large Accelerated filer o Accelerated filer xo Non-accelerated filer o Smaller reporting ~~companyo~~companyx

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Nox

Aggregate market value of voting stock held by non-affiliates of the registrant as of ~~June~~December 3031, ~~2014~~2016, was $4137,~~288~~792,~~402~~700. All executive officers of the registrant have been deemed “affiliates” solely for the purpose of this calculation.

Number of shares of Common Stock outstanding as of ~~March~~May 712, ~~2016~~2017: 4239,~~003~~725,~~333~~558 shares of common stock.

TABLE OF CONTENTS

San Lotus Holding Inc.

Annual Report on Form 10K

For the Fiscal Year ended December 31, ~~2015~~2016

ITEM 1. BUSINESS. 1

ITEM 1A. RISK FACTORS. 73

ITEM 1B. UNRESOLVED STAFF COMMENTS. 1511

ITEM 2. PROPERTIES. 1511

ITEM 3. LEGAL PROCEEDINGS. 1612

ITEM 4. MINE SAFETY DISCLOSURES. 1712

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER ~~PURCHASES~~ PURCHASES OF EQUITY SECURITIES. 1713

ITEM 6. SELECTED FINANCIAL DATA.. 1813

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 1913

ITEM 7A. QUANTITATIVE AND ~~QUALITATIVE~~ QUALITATIVE DISCLOSURES ABOUT MARKET RISK.. 2317

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.. 2317

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 2317

ITEM 9A. CONTROLS AND PROCEDURES. 2317

ITEM 9B. OTHER INFORMATION.. 2318

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.. 2418

ITEM 11. EXECUTIVE COMPENSATION.. 2619

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. 2720

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE. 2820

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. 2921

ITEM 15. EXHIBITS, FINANCIAL STATEMNET SCHEDULES. 2921

~~SIGNATURES. 35~~)

PART I

Special Note Regarding Forward Looking Statements

This Annual Report on Form 10-K contains forward-looking statements, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those assumptions are based. These forward-looking statements are generally identified by words such as “believes,” “project,” “expect,” “anticipate,” “estimates,” “intends,” “plan,” “may,” “will continue,” and similar expressions. Forward looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, regulatory changes, availability of capital, interest rates, competition and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. References in this Annual Report on Form 10-K to “we,” “us,” “our,” “San Lotus” and the “Company” are to San Lotus Holding Inc. and its subsidiaries on a consolidated basis, unless the context indicates otherwise.

ITEM 1. BUSINESS

DESCRIPTION OF BUSINESS

San Lotus Holding Inc. was incorporated in the ~~state~~State of Nevada on June 21, 2011. toWe changed ~~(1)~~our ~~market~~state ~~travel~~of ~~products~~incorporation ~~and~~from ~~services to~~ the ~~growing~~State ~~“baby~~of ~~boomer”~~Nevada ~~market, with~~to ~~an initial focus on~~ the ~~Asian~~State ~~market,~~of ~~via developing and operating a global travel and~~California ~~leisure agency business; and~~ (~~2) jointly develop~~ the ~~tourism~~"Conversion") ~~and~~on ~~travel~~July ~~of He Ping Zhen~~21, ~~Shaowu City,~~ ~~Fujian Province, China with He Ping Zhen Development Ltd~~2015., aThere ~~China~~are ~~Limited~~two ~~Corporation,~~main ~~the~~segments ~~specific~~to ~~plans~~our ofbusiness ~~which~~- ~~remains~~(1) ~~under preliminary discussion. Our vision is to consolidate~~ travel ~~products~~services and ~~services and deliver value to the world’s travel population. We changed our state of incorporation from the State of Nevada to the State of California~~ (~~the "Conversion"~~2) ondevelopment ~~July~~of ~~21,~~destination ~~2015~~real estate.

WeTravel ~~are~~Services a- ~~development~~this ~~stage~~part ~~company~~of ~~that~~our ~~plans~~business aims to market ~~global~~ travel products to the growing ~~retiring~~"retired baby boomer" ~~generation~~market, inwhich ~~the~~an ~~Asian~~initial ~~markets.~~focus Weon ~~are in~~ the ~~initial~~ ~~stages~~Asian ~~of opening a travel agency in Taiwan~~market, ~~Republic~~via ofdeveloping ~~China.~~and Onoperating ~~May 21, 2012, we obtained~~ a ~~license~~global ~~from~~travel ~~the~~and ~~Investment~~leisure ~~Commission, Ministry of~~agency ~~Economic Affairs, Taiwan (R~~business.~~O.C.)~~ ~~to invest into Taiwan through our wholly-owned subsidiary, Green Forest Management Consulting Inc., a Taiwan (R.O.C.) company.~~ We ~~anticipate~~also ~~that~~had weplans ~~will be able~~ to ~~obtain~~develop ~~this~~joint ~~approval~~ventures ~~by the~~with ~~fourth~~partners ~~quarter of 2016. The challenges we anticipate~~ in ~~obtaining~~Asia ~~the~~to ~~necessary~~develop ~~approvals~~further topotential ~~operate a~~ travel ~~agency in Taiwan (as well as in other countries) primarily involves meeting the statutory requirements~~ related toservices capital requirements, statutory reserves and employing fit, proper and qualified management. These challenges have already been addressed by starting our business in Taiwan (as referenced in Risk Factors under government approval). We expect to ~~begin generating revenue in Taiwan in April 2016, after we obtain~~ the ~~relevant licenses and approval from Taiwan’s government~~market.

~~Our~~The significant transaction to enter the travel ~~services~~business ~~entity~~ultimately inoccurred ~~Taiwan~~on August ~~will~~14, ~~provide~~2015, ~~both~~when ~~outbound~~we ~~travel~~purchased ~~services~~XO ~~for~~Experience Inc. ("XO"), a ~~customers~~company based in ~~Taiwan~~Rosemead, California. We purchased XO for $1 and ~~inbound~~a cash infusion of $150,000 into the business. XO was incorporated at the end of fiscal year 2013, although it had carried nominal business until the time of the purchase. This was a related party transaction because the owner of the travel ~~services~~business ~~for~~was ~~customers~~also ~~based~~the Chairman of our Company at the time. He has ~~abroad~~resigned in January 2016. Our then chairman owned several other travel businesses at the time and ~~coming~~the purpose of this transaction was to ~~Taiwan~~enable our Company to enter the travel market. ~~Both~~In conjunction with the ~~outbound~~acquisition of XO, we had a series of various letter of intent with other travel agencies in both Canada and ~~inbound~~the ~~services~~US ~~will~~to beacquire their locations through our then Chairman's ~~conducted~~connections, including those travel agencies owned by him. We also explored setting up travel agencies in Taiwan and purchasing travel agencies in other countries in our ~~Taiwan~~quest ~~office,~~to ~~except~~enter the ~~inbound~~international ~~services~~travel ~~will~~business. ~~rely~~These ultimately did not complete once our former chairman resigned in ~~part~~January 2016, onand ~~advertising~~accordingly, ~~conducted~~our orsole ~~directed~~entrance ~~outside~~into the market included only the purchase of ~~Taiwan~~XO.

WeXO ~~will~~provided ~~not~~two ~~only~~types ~~book~~of ~~airplane~~services ~~tickets,~~- ~~hotels~~(1) ~~and~~Customers ~~tours,~~would ~~but~~purchase ~~design~~tour ~~specialized~~packages to ~~destination-related~~their travel ~~services~~destinations ~~for~~through ~~our~~XO, ~~customers~~including ~~based~~accommodation, ~~on their specific~~ground ~~needs~~transportation and ~~desires~~arranged ~~while~~tours, ~~they~~etc. ~~are~~We inwould ~~Taiwan.~~then Inpurchase ~~this~~the ~~way,~~actual ~~our~~tours from ~~market~~local ~~will consist~~tour ofoperators ~~both~~who ~~those~~provide ~~potential~~the ~~travelers~~services ~~based~~and inwe ~~Taiwan,~~would ~~but~~mark ~~also~~up ~~anyone~~our ~~from~~services ~~any~~accordingly. ~~other~~Effectively, ~~country~~we ~~who~~act ~~might~~as beagents ~~planning~~to aour ~~trip~~customer. to(2) ~~Taiwan~~We orretail travel ~~need~~products, ~~assistance with~~such ~~designing~~as aplane ~~travel~~tickets, ~~itinerary~~and ~~once~~earn ~~they~~commission ~~arrive~~from inour ~~Taiwan~~suppliers. After Wethe ~~will~~departure ~~market~~ of our ~~products~~former ~~and~~Chairman ~~services~~in January 2016, we continued to operate ~~the~~XO, ~~travel~~although ~~population~~experiencing challenges in ~~Taiwan~~operating ~~and~~the ~~abroad~~business ~~through~~without our ~~website,~~former ~~www.sanlotusholding.com~~Chairman, aswho ~~well~~was asalso ~~through~~the ~~services~~previous ~~such as~~owner ~~Twitter~~of ~~and~~XO. ~~other~~During ~~media~~the ~~outlets.~~fourth quarter weof ~~have~~2016, ~~purchased~~we ~~three~~ultimately ~~vehicles~~decided to ~~provide~~dissolve ~~transportation~~XO toand ~~our~~are ~~customers~~in ~~while~~the ~~they~~process ~~are~~of indissolving ~~California,~~the acompany. ~~common~~We have therefore ~~destination~~considered ~~for~~XO ~~Taiwan~~to ~~business~~be ~~travelers~~a ~~and~~discontinued ~~tourists~~operation.

1XO was a brick and mortar location in 9368 Valley Boulevard, Suite 2, Rosemead California. Up until our exit of that business, that location also served as our principal executive office. Since the end of 2016, the location of the principle office has been moved, by virtue of our executive team, to Taiwan under the address of 3F B302C, No. 185 Kewang Road, Longtan District, Taoyuan City, Taiwan.

We intend to use the cars, with hired drivers, to provide car service for our customers from the airport to their hotels or other desired destinations upon their arrival in California. Providing car service is an experimental project at this point as we only have ~~three~~currently ~~vehicles~~exited ~~available for use. We will charge our customers an amount that will cover our expenses in providing~~ the ~~car~~travel ~~and driver.~~business ~~In the event the service is popular~~ and ~~appears~~are tofocusing ~~benefit~~on our current ~~services~~assets, webeing ~~may~~the ~~add~~rights to ~~the~~land ~~service~~proceeds inas ~~the~~described ~~future, at which time we would reevaluate the amount we charge for the service~~below.

~~In addition to~~Development ~~developing~~of ~~our~~Destination ~~business~~Real inEstate ~~Taiwan,~~- inPrior to the ~~first~~acquisition ~~quarter~~ of ~~2013~~XO, we ~~entered~~also acquired ~~into~~several ~~non-binding~~parcels ~~letters~~ of ~~intent~~land toas ~~acquire~~described ~~existing travel services agencies~~ in ~~Taipei~~Item ~~City,~~2 ~~Taiwan, Hong Kong, Vietnam, Vancouver, British Columbia and California~~Properties. We ~~plan~~have tonot developed ~~proceed in negotiating terms for~~ these ~~acquisitions~~properties, ~~over the~~nor ~~course~~have ~~of the next several months while~~ we ~~simultaneously~~entered ~~gather~~into ~~operational data~~any ~~from~~contracts ~~our module operation in Taiwan. We expect to complete the~~with ~~acquisitions of such travel agencies by the end of 2016~~developers. AtUntil ~~the same time,~~ we ~~also~~ have ~~entered~~adequate ~~into~~cash ~~non-binding~~for ~~letters~~development ofwork ~~intent~~or toobtain additional ~~acquire land in Taiwan~~financing, ~~which~~ ~~land~~ we ~~intend~~will tohold ~~use to develop destination-related travel services. We expect to complete~~ the ~~acquisitions~~land ofuntil such ~~land and/or land holding companies by the end of 2016~~time.

~~Despite~~Although ofthere ~~entering~~have ~~the~~been ~~non-binding~~a ~~letters~~number of ~~intent~~attempts to acquire more land in the ~~travel~~past, ~~agencies~~our ~~and~~landmark ~~land~~event occurred on March 31, 2015 when we ~~remain~~purchased inMao ~~the~~Ren International ~~preliminary~~Inc. ~~discussion~~("Mao ~~with~~Ren"), a company incorporated under the ~~travel~~laws of ~~agencies~~Taiwan (R.O.C.). Mao Ren was set up as an entity, by and ~~the~~ ~~sellers~~on behalf of creditors, ~~the~~to ~~land~~recover ~~about~~ the ~~specific~~remaining ~~considerations~~assets to ~~acquire~~a ~~them.~~Taiwanese company out of ~~Thus,~~Taiwan. The Taiwanese company relates to ~~date~~funds raised by a Taiwanese company, approximately we$300 ~~are~~million ~~not~~(including ~~able~~all tointerest ~~estimate~~and ~~any~~penalties), ~~specific~~to ~~costs~~invest in ~~completing~~ ~~such~~real ~~acquisitions~~estate deals in Taiwan. ~~Acquiring~~This ~~the~~scheme ~~travel~~promised ~~agencies~~above-market ~~located~~monthly ~~both~~returns to ~~within~~close to 3,000 investors and ~~outside~~ after several years of ~~Taiwan~~rapid expansion, it became evident that the scheme was unsustainable and ~~land~~resulted in ~~Taiwan~~its iseventual collapse. anAfter ~~ongoing~~the ~~effort~~collapse, ~~that~~these ~~will~~investors/creditors ~~continue~~neither had the power ~~during~~nor the ~~life~~resources to recover their share of the ~~Company~~money owed. ToAfter ~~facilitate~~several attempts, ~~our~~Mao ~~acquisition~~Ren ~~efforts,~~was weultimately ~~will actively~~incorporated ~~seeking~~as ~~additional~~a ~~funding~~brand onnew ~~favorable~~entity ~~terms~~ to ~~continue~~seek ~~our acquisition.~~the Ifliquidation ~~additional~~to ~~funding~~the isproperties ~~not~~of ~~available~~debtor for and on ~~acceptable~~behalf ~~terms,~~of wethe investors/creditors. ~~may~~Accordingly, ~~not~~Mao beRen ~~able to~~owned ~~implement~~the ~~our~~liquidation ~~acquisitions~~rights ~~and~~to ~~continue~~the properties ~~our~~of ~~operations~~debtor. WeWhile ~~plan~~owning the liquidation rights to bethe ~~funded~~properties of bydebtor, ~~private~~Mao ~~placement~~Ren ofwas ~~our~~obligated ~~equity~~to ~~securities~~pay ~~and/or~~the ~~mortgage~~creditors NTD$913,401,823. After our acquisition ~~land.~~of ~~But~~Mao Ren, ~~there~~ ~~can~~we beassumed nothe ~~assurance~~obligation wepaying ~~will~~the becreditors ~~funded~~the asNTD$913,401,823 on ~~such~~June 12, 2015. ~~Thus~~The obligation was settled by issuing to them and their designees 29,464,575 shares of ~~there~~our ~~can~~common bestock noon June 12, 2015. While ~~assurance~~the weobligation ~~will~~was ~~successfully~~settled ~~complete~~by ~~our~~the ~~acquisitions~~issuance of ~~travel~~shares, ~~agencies~~we retain the liquidation ~~and/or~~rights ~~land~~aforementioned. IfMao weRen ~~fail~~had toinitially ~~complete~~assessed ~~our~~the ~~acquisitions~~value of ~~travel~~the liquidation ~~agencies~~rights ~~and/or~~as NTD$913,401,823 prior to ~~land~~acquisition. But, we ~~may~~have bereassessed ~~forced~~the value toof ~~cease~~the ~~our~~liquidation ~~operation~~rights ~~entirely~~as NTD$568,111,416 ~~and~~which ~~you~~incorporated ~~may~~the ~~lose all~~cash ~~your~~proceeds ~~investment~~received from the land sales that occurred in 2016.

~~Each~~Courts in Taiwan have recognized our liquidation rights to the properties of ~~these~~debtor, and ~~non-binding~~therefore ~~letters~~administer the actual liquidation of ~~intent~~the ~~above~~lands ~~was~~of ~~disclosed~~the debtor with Mao Ren that has the priority to receive the ~~SEC~~proceeds from insuch liquidation. During 2016, the courts liquidated a large plot of land ~~Current~~and ~~Report~~realized onproceeds ~~Form~~of ~~8-K~~NTD$304,792,503. ~~shortly~~The ~~after~~courts ~~our~~did ~~entry~~not ~~into~~set ~~each~~aside ~~such~~any amount ~~non-binding~~for the creditors that cannot be reached and have not come forward to ~~letter~~place the claim during the process, and therefore we believe Mao Ren does not have a resulting financial liability to such creditor as of ~~intent~~the date of this report.

~~Regarding~~Currently, the ~~development~~courts ofare ~~our~~in ~~travel~~the ~~services~~process ~~entity~~of inliquidating ~~Taiwan,~~the ~~our~~remaining ~~plan~~land isparcels toand ~~build~~we upexpect ato ~~successful~~realize ~~module~~cash ~~operation~~from inthose ~~Taiwan~~sales ~~and~~during tofiscal ~~gain~~year ~~meaningful~~2017 ~~operational~~and going ~~data~~forward. ~~for~~Once ~~one~~we ~~year~~realize ~~before~~the ~~using~~cash, itour asplans aare ~~model~~ to ~~replicate~~look ~~throughout~~at ~~Asia.~~other ~~It is~~plots ~~critically~~of ~~important~~land in ~~for~~Asia, uswith toa ~~obtain~~focus ~~credible~~on ~~data in terms of~~ the ~~following~~ ~~(per~~real ~~module~~property ~~main~~in ~~office, plus branch officers):~~Japan.

We have begun to acquire the ancillary assets and know-how to augment the two main segments to our main businesses. These ancillary assets and know-how include as follows: (1) intellectual property rights on media assets and media production capabilities and (2) proprietary research knowledge on tourism development in Japan and holding structure for future overseas development. These intellectual ~~Start~~property rights on media assets and media production capabilities were acquired as a result of the significant transaction to purchase AHI Film Inc. and AHI Records Inc. on August 31, 2016.These transactions subsequently were closed on January 1, 2017. The said media assets, which are held under these two companies and their subsidiaries, include, but are not limited to, a feature motion picture; professional-upgrade ~~Cost~~photographs; professional-grade video footages; two completed music albums; and one semi-completed music album as well as other miscellaneous items. Through these acquisitions, key personnel have been retained to ensure that crucial functions to media production are kept in house for future development. We have concluded that these transactions were asset acquisitions. Separately, due to significant projected capital investments into Japan, the substantial efforts, in both time and resources, are devoted to develop and acquire the knowledge on the Japanese economy as a whole. Through the significant transaction on August 31, 2016 and subsequently closed on January 1, 2017 to purchase San Lotus Holding Inc. registered in British Virgin Islands (the “San Lotus Holding Inc. (BVI)”), we have acquired proprietary research knowledge on tourism development in Japan. The said proprietary knowledge includes, but is not limited to, historical research; economic statistics report; geographic analysis; real estate investment analysis; and most notably tourism specific research with particular focus on destination real estate development. Additionally, San Lotus Holding Inc. (BVI) will be used as a holding structure for future overseas development.

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

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

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

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

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

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

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

2. Operating Expenses

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

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

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

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

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

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

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

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

3. Projected Sales

A. Dollar sales/commission per office

B. Breakdown of sales by product

4. Projected Cash Flow

5. Breakeven point and Projected Earnings

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

Products and Services Offered:

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

· Accommodation: hotels / resorts / cruises; and

· Packaged holidays / local tours.

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

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

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

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

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

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

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

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

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

Business Development

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

Marketing and Sales

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

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

Vendor Discussion and Supplier Agreements

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

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

Website Development

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

Affinity Groups

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

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

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

· Formally launch online operations (in or after 2015)

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

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

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

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

· Hire office staff (in or after 2015)

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

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

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

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

Competition

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

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

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

In Taiwan, there are four types of travel agencies:

1. Mega Agencies

A. Lion Travel

B. Cola Tour

C. EZ Travel

2. Intermediate-Small – locally or regionally owned agencies

A. Star Travel

B. SET Tour

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

A. Royal Jet Way

B. Perfect Travel

C. Life Tour

4. Airline & other types of travel consolidators

A. China Airlines

B. EVA Airlines

C. American Express

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

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

Elements Innovation Co. Ltd.

E United Group

Taiwan Land Development Inc.

ITEM 1A. RISK FACTORS

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

Risks Related to Our Business

WE MAY NOT REALIZE FULL VALUE ON OUR OWNED PROPERTIES AND/OR RIGHTS ON PROPERTIES WHEN SUCH OWNERSHIP AND/OR RIGHTS ARE SOLD

Realization of value on our owned properties and rights on the properties of our debtor may require private sale, public sale or court auction. Timing of such sales, which can be a result of forced action by certain parties (other rights owner and/or creditors), may not correspond to the most ideal market conditions for realizing full value of our assets. Particularly in the case of court auction, credits (both private and public) have the rights to petition for public auction at any time - including periods of even the worst of market conditions. Additionally, since we may only have qualified ownership over certain pieces of our owned properties, we may not always have market conditions lined up for realizing full value of our assets.

WE MAY EXPERIENCE PROLONGED DELAYS BETWEEN SALE OF OUR OWNED PROPERTIES OR THE PROPERTIES OF OUR DEBTOR AND RECEIVING THE CASH PROCEEDS.

In case of courts’ auction of the properties of our debtor, courts and enforcements agencies are required by law to follow regulatory procedures in an attempt to ensure all creditors receive their due share of the auction proceeds. As such, procedural correspondence, both preceding and following the auction, often can delay the timing of proceed distribution for months. It is common to see such delays amount to years. There may also be instances where we do not collect the full allocated amount due to pending disputes. In such cases, the courts typically distribute the portion of proceeds without dispute and hold on to the disputed portion until such disputes have been resolved.

WE MAY NEED ADDITIONAL CAPITAL TO DEVELOP OUR BUSINESS.

The development of our services will require the commitment of substantial resources of approximately $~~210~~600,000 over the next 12 months to implement the next stages of our business plan. Currently, we have no established bank-financing arrangements. Therefore, it is likely we would need to seek additional financing through subsequent future private offerings of our equity securities. We have no current plans for additional financing. As of ~~March~~May 712, ~~2016~~2017, we had $~~6180~~123,721 cash in the bank,; $~~110~~526,959 cash held by our wholly-owned Taiwan (R.O.C.) subsidiary, Green Forest Management Consulting Inc.,; $0327 cash held by our wholly-owned Taiwan (R.O.C.) subsidiary, Da Ren International Development Inc.~~, and~~; $293,~~500~~995 cash held by our wholly-owned Taiwan (R.O.C.) subsidiary Mao Ren International Inc.; ~~for purposes~~$0 ofcash ~~building~~held by our ~~travel~~wholly-owned ~~services~~California ~~business~~subsidiary, inXO ~~Taiwan~~Experience Inc.; We$34,384 cash ~~expect~~held ~~the~~by our wholly-owned California subsidiary, AHI Film Inc.; $2,831 cash ~~remainder~~held ofby ~~the~~our ~~needed~~wholly-owned ~~funds~~California tosubsidiary, ~~come~~AHI inRecords ~~the~~Inc.; ~~form~~and of$386 ~~loans~~cash held ~~from~~by our ~~former Chairman,~~wholly-owned ~~Chen~~British Virgin Islands subsidiary,Li ~~Hsing~~San Lotus Holding Inc.

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

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

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

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

1. formation of the Company;

2. development of our business plan;

3. evaluating various travel destinations;

4. researching marketing channels and strategies;

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

6. acquiring land for potential destination real estate development.

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

GOVERNMENT REGULATIONS MAY NEGATIVELY AFFECT OUR BUSINESS AND DEVELOPMENT OPPORTUNITIES.

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

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

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

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

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

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

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

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

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

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

The travel industry in general is ruled by those who can provide service at the lowest price. The Company aims to reach travelers who are willing and able to pay for travel design services and it may be difficult to find these travelers in numbers large enough to make our business model work well enough to attain profitability. If we are unable to locate travelers willing to pay for our travel services we may not be able to continue our business operations.

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

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

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

OUR OFFICERS AND DIRECTORS CONTROL ~~42.65~~82 PERCENT OF THE COMPANY GIVING THEM SIGNIFICANT VOTING POWER AND MAY TAKE ACTIONS THAT MAY NOT BE IN THE BEST INTEREST OF ALL OTHER STOCKHOLDERS.

Because our officers and directors together hold ~~36.61~~82 percent of our common stock, ~~they~~ they may be able to exert significant control over our management and affairs requiring stockholder approval, including approval of significant corporate transactions. They may also be able to determine their compensation.

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

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

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

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

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

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

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

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

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

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

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

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

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

· to sell transportation tickets on behalf of vendors;

· to purchase transportation tickets on behalf of customers;

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

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

· to design domestic travel plans;

· to provide travel related consulting services; and

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

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

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

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

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

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

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

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

Risk Related To Our Capital Stock

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

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

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

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

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

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

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

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

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

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

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

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

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

(the “Exchange Act”), which require additional disclosure by broker-dealers in connection with any trades involving a stock defined as a penny stock (generally, any non-FINRA equity security that has a market share of less than $5.00 per share, subject to certain exceptions). Such rules require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally defined as an investor with a net worth in excess of $1,000,000 or annual income exceeding $200,000 individually or $300,000 together with a spouse). For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. The broker-dealer must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market.

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

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

WE MAY NEVER PAY ANY DIVIDENDS TO STOCKHOLDERS.

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

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

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

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

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

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933, as amended (the “Securities Act”), and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.

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

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

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

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

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

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

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

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

contemplated.

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

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

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

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

ITEM 2. PROPERTIES

OFFICE

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

San Lotus Holding Inc.

3F B302C, No. 185 Kewang Road

Longtan Township, Taoyuan County 325

Taiwan (R.O.C.)

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

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

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

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

Qualified Ownership to the Land

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

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

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

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

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

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

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

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

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

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

Land Description

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

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

We own 35,251 square meters of land in Dataoping Section of Zaoqiao Township, Miaoli County, Taiwan (R.O.C.) and 41,184 square meters of land in Laotianliao Section of Touwu Township, Miaoli County, Taiwan (R.O.C.), all of which is 76,435 square meters (the "Land"). The transaction and all pertinent contracts in the transaction were disclosed in the Form 8-K filed on April 3, 2015.

Land Description

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

C. LIQUIDATION RIGHTS HELD BY MAO REN INTERNATIONAL INC. TO THE PROPERTIES OF DEBTOR

On March 31, 2015, our wholly-owned subsidiary, Green Forest Management Consulting Inc., a Taiwan (R.O.C.) corporation, acquired 100 percent of the outstanding shares of common stock in Mao Ren International Inc. (“Mao Ren”) in exchange for US$1. The transaction and all pertinent contracts in the transaction were disclosed in the Form 8-K filed on April 2, 2015. By closing the aforementioned transaction, we have the liquidation rights to the properties of debtor. The liquidation rights originally was assessed as NTD$913,401,823. However, instead of NTD$913,401,823, we have reassessed the value of the liquidation rights as NTD$568,111,416 further to the realization of some of the liquidation rights during fiscal 2016. During 2016, by enforcing the liquidation rights to some of properties of the debtor, we have obtained a cash repayment of NTD$304,792,503 from an actual liquidation of part of the lands of the debtor. There is no assurance, however, that our remaining debt of NTD$263,318,913 will be continuously repaid through similar liquidations.

ITEM 3. LEGAL PROCEEDINGS

Our management knows of no material existing or pending legal proceeding, litigation or claim against us, nor are we involved as a plaintiff in any material existing legal proceeding or pending legal proceeding, litigation or claim. In November 2015, after an auction administered by the court in Taiwan, our debtor’s land in Yilan County, Taiwan was sold for NTD$546,656,000 (“Auction Price”). The portion of Auction Price to which Mao Ren International Inc. (“Mao Ren”) is entitled is NTD$301,252,556. But, in fact, in December 2016, NTD$ 259,000,000 was paid to Mao Ren and the remainder amount of NTD$42,252,556 is still subject to an objection. Collectability of the NTD$42,252,556 is uncertain; accordingly we have not recorded this amount as a receivable.

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

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

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

Our common stock, par value $1, has traded on the over-the-counter bulletin board (“OTCBB”) under the ticker symbol “SLOT” since January 9, 2013.Since quoted on the OTCBB, our stock has yet to begin actively trading. We have ~~165~~175 shareholders of record as of December 31, ~~2015~~2016.

ITEM 6. SELECTED FINANCIAL DATA

SAN LOTUS HOLDING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, ~~2015~~2016 AND ~~2014~~2015

	2015	2014
	2016	2015
Revenue	1,046,380	0
		(restated)
Cost of sales	496,071	0
Revenue	0	0
Gross profit	550,309	0
Cost of sales	0	0
General and administrative expenses	596,324	186,525
Gross profit	0	0
Profit (Loss) from Operations	(46,015)	(186,525)
General and administrative expenses	586,784	312,340
Profit (Loss) from Operations	-586,784	-312,340
Other income (expenses)
Interest income	~~101~~87	8101
Gain on sale of property and investment securities	39,121	0
Gain on Sale of Property	9,785	39,121
Other income	13,453	0
Impairment of goodwill	0	-121,793
Total other income (expense)	52,675	8
Other Income (Loss) (Note 13)	-923,337	0
Net loss before income taxes	6,660	(186,517)
Foreign exchange loss	-1,072	0
Provision for income taxes	800	0
Total other income (expense)	-914,537	-82,571
Net loss	5,860	(186,517)
Loss before income taxes	-1,501,321	-394,911
Net loss attributable to noncontrolling interest	0	(5,737)
Income taxes expense	0	0
Net loss attributable to San Lotus Holding Inc.	5,860	(180,780)
Net Income (Loss)	-1,501,321	-394,911
Loss from continuing operations	-1,501,321	-394,911
Income from discontinued operations	12,580	-35,928
Net income (loss) for the year	-1,488,741	-430,839
Net Loss Per Share
Basic and Diluted	-0.04	(-0).01
Weighted Average Shares Outstanding:
Basic and Diluted	939,~~161~~725,~~741~~556	271,~~235~~579,~~693~~788
Other comprehensive income, net of tax:
Net Loss	-1,488,741	-430,839
Net loss	5,860	(186,517)
Foreign exchange translation	557,943	-1,477,848
Foreign currency translation adjustment, net of tax	(2,343,270)	(168,278)
Total comprehensive loss	-930,798	-1,908,687
Total comprehensive income (loss)	(2,337,410)	(354,795)
Comprehensive income (loss) attributable to the noncontrolling interest	0	(5,737)
Comprehensive income (loss) attributable to San Lotus Holding Inc.	(2,337,410)	(349,058)
The accompanying notes are an integral part of these consolidated financial statements.

18The accompanying notes are an integral part of these consolidated financial statements.

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

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

PLAN OF OPERATIONS

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

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

Our plan of developing our travel agency in Taiwan includes: seeking to be (1) approved by Taiwan government to operate travel agency in Taiwan and (2) meeting the statutory requirements related to capital requirements, statutory reserves and employing fit, proper and qualified management. We anticipate that we may obtain the approval from Taiwan government by the end of ~~2016~~2017.~~The total~~ ~~cost we have incurred and/or anticipated to engage such development is listed as “set-up cost” and “operating expenses” in page 2.~~ Developing travel agency in Taiwan is an ongoing effort that will continue during the life of the Company. To facilitate our developing efforts, we are actively seeking additional funding on favorable terms to continue our development in Taiwan.

If additional funding is not available on acceptable terms, we may not be able to implement our development in Taiwan and continue our operations. We plan to be funded by private placement of our equity securities and/or mortgage our land. But, there can be no assurance we will be funded as such. Thus, there can be no assurance we will successfully develop travel agency in Taiwan. Our sole entrance to the travel services market only included the purchase of XO. As of the date of this report, we have currently exited the travel business and are focusing on our rights to land proceeds and development of destination real estate.

2. Acquisition of additional ~~Travel~~land ~~Agencies~~or land holding companies-~~January~~Third quarter ~~18,~~of 2013- throughout the life of Company

WeSan ~~have~~Lotus ~~entered~~was ~~into~~a ~~non~~shell corporation until our wholly-~~binding~~owned ~~letters~~subsidiary, Green Forest Management Consulting Inc. (“Green Forest”) acquired Da Ren International Development Inc., a Taiwan (R.O.C.) land holding corporation (“Da Ren”), on September 17, 2013. Da Ren’s sole asset is 32,273.68 square meters of ~~intent~~land located toin ~~acquire~~Taichung ~~the~~City, ~~following~~Beitun ~~travel~~District, Taiwan (R.O.C.). We acquired Da Ren ~~agencies~~for $3,070,645. The transaction and ~~expect~~all topertinent ~~complete~~contracts in the ~~acquisitions~~transaction were bydisclosed in the ~~end~~current report on Form-8-K filed on September 20, 2013. With the acquisition of ~~2016:~~Da Ren, we commenced to acquire land and land holding companies, as well as acquiring travel agencies located both within and outside of Taiwan.

Company Location USA XO Tours Inc. Rosemead, CA XO Tours Canada Ltd. Vancouver, BC, Canada See World Holiday Ltd. Vancouver, BC, Canada Grandfair Travel Ltd. Vancouver, BC, Canada Lok Yee Holiday Limited Hong Kong Sian Lian Hua International Travel Inc. Taipei, Taiwan SmileViet, JSC Hanoi, Vietnam Tourmaster Travel Service Inc. Taipei, Taiwan Vietlink International Travel (HK) Ltd. Hong Kong

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

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

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

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

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

InCurrently, ~~addition~~the tocourts ~~our~~are ~~acquisition~~in the process of Daliquidating ~~Ren~~the ~~and~~remaining land parcels from Mao Ren, and we ~~have~~expect ~~entered~~to ~~into~~realize ~~letters of~~cash ~~intent~~from tothose ~~acquire~~sales ~~the~~during ~~following~~fiscal ~~land~~year 2017 and ~~land~~going ~~holding~~forward. ~~companies~~Once inwe ~~Taiwan and~~realize ~~China.~~the Wecash, ~~expect~~our plans are to ~~complete~~look ~~these~~at ~~acquisitions~~other plots byof ~~the~~land ~~end~~in ofAsia, ~~2016~~with a focus on property in Japan.

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

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

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

Results of Operations

For the period ended December 31, ~~2015~~2016, we had no no revenue. Operating Expenses for the period ended December 31, ~~2015~~2016, totaled $~~596~~586,~~324~~784.

Capital Resources and Liquidity

Excluding our planned acquisitions, we expect the running of San Lotus Holding Inc.,; Green Forest Management Consulting Inc.,; Da Ren International Development Inc.,; ~~and~~ Mao Ren International Inc.; XO Experience Inc.; AHI Film Inc.; AHI Records Inc.; and San Lotus Holding Inc. in British Virgin Islands to require approximately $~~210~~ 600,000 to carry out planned ~~operations~~ operations for the next 12 months. This includes as follows:

We expect our monthly expenses to continue at the rate of $1750,~~500~~ 000 after December 31, ~~2015~~ 2016, not including the costs we will incur in running any of our planned acquisitions or embarking on any real estate development activities. To meet our needs for cash required for sustain our businesses and completing our planned acquisitions, we will need to generate sufficient revenues or require additional funding.

As of December 31, ~~2015~~2016, we had $~~136~~7,~~125~~805,660 cash in the bank,; $~~406~~4,393,443 cash held by our wholly-owned Taiwan (R.O.C.) subsidiary, Green Forest Management ~~Consulting~~ Consulting Inc.,; $28307 cash held by our wholly-owned Taiwan (R.O.C.) subsidiary, Da Ren International Development Inc.,; $3,~~676~~346,616 cash held by our wholly-owned ~~Taiwan~~ Taiwan (R.O.C.) subsidiary, Mao Ren International Inc.,; and $0 cash held by our wholly-owned California subsidiary, XO Experience Inc. We will likely have to borrow funds from our President and Chairman, Chen Li-Hsing, to sustain our operations until we are able to complete a private placement of our equity securities and/or mortgage our land.

AsIf towe ~~our~~require ~~planned~~additional ~~acquisitions,~~funding ~~although the non-binding letters of intent~~ to ~~acquire~~ ~~the~~complete ~~travel~~our ~~agencies~~planned ~~were entered~~acquisitions, we ~~remain~~will actively inseeking ~~the~~additional ~~preliminary discussion~~funding ~~with~~by ~~them~~completing ~~about~~a ~~the~~private ~~specific~~placement ~~considerations~~of toour equity ~~acquire~~securities ~~each~~and/or ofmortgage ~~them~~our land. ~~Thus,~~ ~~to date~~But, wethere ~~are~~can ~~not~~be ~~able~~no toassurance ~~estimate~~we will ~~any~~be ~~specific~~funded ~~costs~~as ~~in completing~~ such ~~acquisitions~~. ~~Additionally~~And, ~~except~~there ~~for~~can ~~the~~be ~~completed~~no ~~acquisitions~~assurance ofthat Daour existing ~~Ren~~shareholders ~~International~~will ~~Development~~provide ~~Inc.,~~us ~~Mao~~with ~~Ren~~additional ~~International Inc~~capital., ~~and the land in Miaoli County~~Finally, ~~Taiwan~~if ~~(R.O.C.),~~ we ~~remain~~are inunable to ~~the~~generate ~~preliminary~~sufficient ~~discussion about~~revenue ~~the~~and/or ~~specific~~obtain ~~consideration~~additional infunding, ~~acquiring~~we ~~other~~may ~~land~~have orto cease ~~land~~operations ~~holding companies~~entirely. ~~Thus,~~We tocannot ~~date,~~guarantee wethat ~~are~~our ~~not~~operations ~~able~~and toproceeds from ~~estimate~~ any ~~specific~~funding ~~costs~~will ~~in completing~~be ~~the~~sufficient ~~acquisitions~~for ~~other~~us ~~than~~to ~~the~~continue ~~completed~~as ~~acquisitions~~going concern.

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

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

Revenue targets

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

Core services

The Company is incorporated to market ~~its~~ travel products ~~and services~~ to the growing “"retired baby boomer”" market, ~~with~~and anto ~~initial~~develop ~~focus on~~ the Destination ~~Asian~~Real ~~market~~Estate, which is herein incorporated by reference to Item 1 of this ~~annual~~ annual report on Form 10K.

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

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

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

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Going Concern

~~At present,~~The weaccompanying ~~have~~consolidated nofinancial ~~enough~~statements ~~cash~~were prepared toon ~~pay~~a ~~for~~going ~~our~~concern ~~selling~~basis, ~~general~~which ~~and~~assumes ~~administrative expenses.~~the Asrealization ~~such,~~of inassets ~~order to continue developing our operations as planned,~~and wedischarge ~~may~~of beliabilities ~~reliant~~in onthe ~~obtaining~~normal ~~additional~~course ~~funding by private placement~~ of ~~our equity~~business. ~~securities~~As ~~and/or~~shown ~~obtaining~~in the ~~loan by mortgage our land. But, there~~ ~~can~~accompanying beconsolidated nofinancial ~~assurance we will be funded as such. Thus~~statements, ~~there can be no assurance~~ we ~~will~~had ~~successfully~~an ~~continue~~accumulated ~~our operation and/or complete our plan~~ deficit of ~~operations. Based on these assumptions~~$16, ~~our auditor has expressed doubt about our ability to continue~~ 482,355 as aof December ~~going~~31, ~~concern~~2016.

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

In addition, we advanced an additional $6,047,831 to AHI Hilm Inc. (“AHI Film”), a company that was acquired subsequent to December 31, 2016 (Note 13). As outlined in Notes 5 and 8, we could not locate the third group of creditors and could not settle any of their debts. Should these creditors come forward to claim their debt, there is a risk that we would be obligated to settle with these creditors and the potential obligation could result in a liability to us. As at the date of these financial statements, we cannot reasonably estimate the amount of any contingent payments to these creditors. These factors further rasied substantial doubt about our ability to continue as a going concern.

We are currently addressing its liquidity issue by continually seeking investment capital through private placements of common stock and debt. Our expected cash receipts to fund its liabilities is through the realization of its long term receivable (note 5).We believe our current and future plans enable it to continue as a going concern. Our ability to achieve these objectives cannot be determined at this time. These consolidated financial statements do not give effect to any adjustments which would be necessary should we are unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities other than the normal course of business and at amounts which may differ from those in the accompanying consolidated financial statements.

OUTLOOK

By Throughout the ~~end~~life of ~~2015~~Company, ~~in addition to the planned acquisitions listed in this Item,~~ we intend to complete ~~more~~the acquisitions of lands; and/or land holding companies~~; and/or travel agencies~~. We remain in the preliminary discussion with the acquired parties about the specific considerations in such acquisitions. Thus, to date, we are not able to estimate any specific costs in completing such acquisitions. Once we have completed such acquisitions, we will evaluate our land holdings as a group and develop an overall plan for how to proceed going forward. At that time, and once we determine more definitively how the land will be utilized, we will develop cost projections, milestones and plans for financing the land’s development. At present, we anticipate that we will have the following four development objectives for the properties: (1) dispose of the land for cash; (2) mortgage the land to develop ourselves; (3) use the land to enter into a joint venture with another developer; or (4) use the land to capitalize other companies.

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

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

Critical Accounting Policies

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

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

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

Impact of Accounting Pronouncements

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

Recently Issued Accounting Policies

We have implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

None.

ITEM 9A. CONTROLS AND PROCEDURES

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

~~Management~~The ~~conducted~~Company's ~~its~~management, ~~evaluation~~including ofthe Chairman and Chief Financial Officer, evaluated the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the ~~supervision~~ ofExchange ~~our~~Act), ~~chief~~as ~~executive~~of ~~officer~~December 31, 2016. Based on ~~that~~ this evaluation, ~~our chief~~the ~~executive~~Chairman ~~officer~~ and ~~chief~~Chief ~~financial~~Financial ~~officer~~Officer concluded that ~~our~~the Company's disclosure controls and procedures ~~were~~are ~~not~~ effective asto ofensure ~~December~~that 31the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, ~~2013~~processed, summarized, and ~~due~~reported towithin ~~material~~the ~~weaknesses~~time periods specified in SEC rules and forms. There were no changes in our internal ~~control~~controls over financial reporting during the period ~~which~~covered isby ~~described~~this ~~below~~report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

~~Changes~~Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal ~~Controls~~control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company's receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

~~There~~Because of ~~were~~its noinherent ~~changes~~limitations, ~~in our~~ internal ~~controls~~control over financial reporting ~~during~~may ~~the~~not prevent ~~period~~or ~~covered~~detect bymisstatements. ~~this~~Also, ~~report~~projections ~~that~~of ~~have~~any ~~materially~~evaluation of ~~affected,~~effectiveness orto ~~are~~future ~~reasonably~~periods ~~likely~~are subject to ~~materially~~the ~~affect~~risk that controls may become inadequate because of changes in conditions, ~~our~~or ~~internal~~that ~~control~~the degree of ~~over~~compliance ~~financial~~with ~~reporting~~the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting and organizational governance as of December 31, 2016. In making this assessment, Management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Management's assessment included an evaluation of the design of the Company's internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting. Management reviewed the results of its assessment with the Audit Committee of the Board of Directors. Based on our assessment, we believe that our internal controls over financial reporting and organizational governance were not effective because of following deficiencies as of December 31, 2016: (i) the lack of U.S. GAAP expertise of our chief financial officer, (ii) the lack of U.S. GAAP expertise of our internal accounting staff, and (iii) the company’s failure to have a board of directors consisting of a majority of independent directors and our lack of a director who qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Because of these deficiencies, it is reasonably possible that our internal controls over financial reporting may not have prevented or detected errors from occurring that could have been material, either individually or in the aggregate. We will be addressing these deficiencies in the near term as the Company develops.

The Company's independent registered public accounting firm, Davidson & Company LLP, has not audited the Company's internal control over financial reporting as of December 31, 2016. Davidson & Company LLP audited the Company's consolidated financial statements as of and for the year ended December 31, 2016.

ITEM 9B. OTHER INFORMATION

None.

24PART II

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the name and age of each of our officers and directors as of December 31, ~~2015~~2016. Our executive officers are elected annually by our board of directors. Our executive officers hold office until they resign, are removed by the board of directors, or a successor is duly elected and qualified.

Name	Position	Age
Chen, Li-Hsing	Chairman and Director until March 2, 2016	68
Chen, Kuan-Yu	Chairman, Secretary, and Director	40
ChenTseng, Chih-Ying	Chief Executive Officer until March 2, 2016	57
Lin, Mu Chen	Chief Financial Officer	38
Lin, Mu Chen	Chief Financial Officer	36
Kwong, Edwin	Director	57
Yu, Chien-Yang	Vice President and Director	46
Chen, Chuan-Chung	Director	49
Chen, Kuan-Yu	Current Chairman, Secretary, and Director	39
Kwong, Edwin	Director	55
Chen, Chuan-Chung	Director	47
Chang, Fong-Bing	Director	67
Lai, Chia Ling	Director until March 2, 2016	29

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

Chen, LiKuan-~~Hsing~~Yu, Chairman, Secretary, and Director ~~until March 2~~, ~~2016,~~ Age 6840

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

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

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

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

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

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

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

Chen, Kuan-Yu, Secretary, Age 39

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

~~Kwong~~Lin, ~~Edwin~~ Mu-Chen, ~~Director~~Chief Financial Officer, Age 5538

Lin Mu-Chen has served as our Chief Financial Officer since 2011. From 2006 to 2009, Ms. Lin was an auditor at Price Waterhouse Coopers in Taiwan. From 2003 to 2005, Ms. Lin served as an auditor at Earnest & Co., CPAs. Ms. Lin obtained a Bachelor of Commerce at Soochow University, Taiwan, in 2003 and was certified as a public accountant in Taiwan in 2008. Ms. Lin serves on the boards of several private companies and acts as internal accountant for several private companies. Ms. Lin resides in Taiwan.

Kwong, Edwin, Director, Age 57

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

Chen, Chuan-Chung, Director, Age 4749

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

Chang, Fong-Bing, Director, Age 67

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

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

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

Term of Office

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

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

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

Option Grants Table

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

Aggregated Option Exercises and Fiscal Year-End Option Value Table

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

Long-Term Incentive Plan Awards Table

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

Compensation of Directors

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

Employment Agreements

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

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

The following table provides the names and addresses of each person known to us to own more than 5 percent of our outstanding shares of common stock as of December 31, ~~2015~~2016 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and the stockholders listed possesses sole voting and investment power with respect to the shares shown.

Title of Class	Name & Address of Beneficial Owners	Number of Shares Beneficial Owned	Percentage
Common	Yu, Chien-Yang(1) Office B302C, 185 Kewang Road, Longtan Township,Taoyuan County 325, Taiwan(R.O.C)	1514,~~067~~868,~~096~~768	35.8740%
Common	Chen, Kuan-Yu(2) Office B302C, 185 Kewang Road, Longtan Township,Taoyuan County 325, Taiwan(R.O.C)	2219,~~547~~372,~~437~~022	5346.6812%
Common	Lin, Mu-Chen Office B302C, 185 Kewang Road, Longtan Township, Taoyuan County 325, Taiwan(R.O.C)	120,~~200~~224	*
Common	~~Chen Tseng~~Kwong, ~~Chih-Ying~~Edwin ~~9971~~1535 ~~Deagle~~Ruby ~~Road Richmond~~Ct, ~~British~~Diamond ~~Columbia~~Bar, ~~Canada~~CA ~~V7A 1P9~~91765	~~78,213~~0	*
Common	Chen,~~Li-Hsing~~ ~~9971 Deagle Road Richmond, British Columbia Canada V7A 1P9~~Chuan-Chung	729,~~690~~057	*
Common	Kwong, Edwin 1535 Ruby Ct, Diamond Bar, CA 91765	-	-
Common	Lai, Chia Ling Office B302C, 185 Kewang Road, Longtan Township,Taoyuan County 325, Taiwan(R.O.C)	1,200	*

(1)

(i) Yu, Chien-Yang iswas our vice president and director. (ii) Consists of 14,~~051~~689,~~192~~719 shares of common stock beneficially owned by Yu Chien-Yang; (iii) 15,159 shares of common stock beneficially owned by Songhai Mgt. Consulting Co. Ltd., a Taiwan (R.O.C.) limited company, over which Mr. Yu exercises voting and investment control; (iv) ~~260~~163,~~000~~890 shares of common stock beneficially owned by Big Head Fish Ltd., a Seychelles limited company, over which Mr. Yu exercises voting and investment control. (v) ~~600,801~~0 shares of common stock beneficially owned by Darkin Ltd., a Seychelles limited company, over which Mr. Yu exercises voting and investment control;(vi) ~~66,756~~0 shares of common stock beneficially owned by Ocean Reserve Ltd., a Seychelles limited company, over which Mr. Yu exercises voting and investment control;(vii) ~~73,188~~0 shares of common stock beneficially owned by Ping East Ltd., a Seychelles limited company, over which Mr. Yu exercises voting and investment control.

(2)

(i) 16,~~416~~281,~~563~~525 shares of common stock beneficially owned by Chen, Kuan-Yu, our current chairman. (ii) ~~680~~1,~~000~~131,265 shares of common stock beneficially owned by ~~Allegro~~Bellini Equity Ltd., a Seychelles limited company, over which Lia Wang, Mr. Chen’s wife, exercises voting and investment control;(iii) 51,~~450~~959,~~874~~232 shares of common stock beneficially owned by Gold Piven Ltd., a BVI limited company, over which Mr. Chen, Kuan-Yu exercises voting and investment control.

(3) Based on 4239,~~003~~725,~~333~~558 shares of common stock outstanding as of December 31, ~~2015~~2016.

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

Positions Held in Affiliated Entities

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

Name	San Lotus Holding Inc.	Green Forest Management Consulting Inc.	Da Ren International Development Inc.	Mao Ren International Inc.	XO Experience Inc.
Chen, Kuan-Yu	Chairman/Secretary /Director	Director	Director	President	-
Lin, Mu Chen	Chief Financial Officer	-	Director	-	-
Kwong, Edwin	Director	-	-	-	-
Chen, Chuan-Chung	Director	-	-	-	-

~~Related~~Positions ~~transaction~~Held ~~on March 31, 2015, which was disclosed~~ in ~~our~~ ~~current~~Affiliated ~~report on Form-8K filed April 2, 2015.~~Entities

OnName ~~March~~San ~~31,~~Lotus ~~2015,~~Holding ~~our~~Inc. ~~wholly-owned~~AHI ~~subsidiary,~~Film ~~Green Forest Management Consulting~~ Inc., aAHI ~~Taiwan~~Records (RInc.~~O.C.)~~ ~~corporation~~San ~~(“Green~~Lotus ~~Forest”), entered~~Holding ~~into a stock purchase agreement (the “Stock Purchase Agreement”) to purchase Mao Ren International~~ Inc. (~~“Mao Ren”~~BVI) ~~from its shareholders~~Chen, ~~Chiu,~~ ~~Pao~~Kuan-~~Chi, Chiun~~Yu ~~Jing~~Chairman/Secretary ~~Inc., Haug~~/Director ~~Inc., Jiu~~- ~~Bang~~Director ~~Inc.,~~President ~~and Wan Fu Inc.~~Lin, ~~(together,~~Mu ~~the~~Chen ~~“Mao~~Chief ~~Ren Sellers”)~~Financial toOfficer ~~acquire~~- ~~100~~Director ~~percent~~- ofKwong, ~~the~~Edwin ~~outstanding~~Director ~~share~~- of- ~~common~~- ~~stock~~Chen, ~~in Mao~~Chuan-Chung ~~Ren~~Director in- ~~exchange~~- ~~for US$1 (the “Purchase Price”).~~-

Related transaction on ~~March~~August 31, ~~2015,~~2016 which was disclosed in our ~~current~~ current report on Form-8K filed ~~April~~September 31, ~~2015.~~2016

On ~~March~~ August 31, ~~2015~~2016, ~~our~~we ~~wholly-owned subsidiary, Green Forest Management Consulting~~respectively ~~Inc., a Taiwan (R.O.C.) corporation (“Green Forest”),~~ entered into aan ~~land purchase~~ agreement ~~with~~to ~~Yu,~~purchase ~~Chien-Yang~~stock & (creditor’s ~~the~~right ~~“Seller”)~~with ~~to acquire 35~~Chang,~~251~~ ~~square meters~~Hsin-Yu ofwho ~~land~~is inthe ~~Dataoping~~sole ~~Section~~shareholder of AHI ~~Zaoqiao~~Film ~~Township,~~Inc.; ~~Miaoli~~AHI ~~County,~~Records ~~Taiwan (R~~Inc.~~O.C.)~~; and ~~41,184~~San Lotus ~~square~~Holding ~~meters~~Inc. ofregistered ~~land~~ in ~~Laotianliao Section of Touwu Township,~~ British ~~Miaoli~~Virgin ~~County,~~Islands. ~~Taiwan~~ (~~R.O.C.),~~ ~~all of which is 76~~collectively,~~435~~ ~~square meters (~~the ~~“Land”~~Companies). ~~The~~to ~~following~~acquire ~~table~~100 ~~details~~percent ~~how~~of the ~~Shares~~outstanding ~~were~~shares of common ~~distributed~~stock toin the ~~above~~Companies. ~~officers,~~The ~~directors~~purchase price ~~and~~for ~~affiliates~~each intransaction ~~the~~above ~~Transaction between~~is ~~Green~~US$1. ~~Forest~~These ~~Management~~transactions ~~Consulting~~were ~~Inc.~~closed ~~and~~on YuJanuary 1, ~~Chien-Yang~~ 2017.

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

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

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

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

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

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

Director Independence

At present, ~~Lai, Chia Ling;~~ Kwong, Edwin; and Chen, Chuan-Chung; ~~and Chang, Fong-Bing~~ are considered independent.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

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

Financial Statements for the Year Ended December 31	Audit Services	Audit Related Fees	Tax Fees	Other Fees
2011	$ 5,000	$0	$0	$0
2012	$16,000	$0	$0	$0
2013	$50,300	$0	$0	$0
2014	$ 20,000	$0	$0	$0
2015	$60,000	$0	$0	$0
2016	$230,000	$0	$0	$0

ITEM 15. EXHIBITS, FINANCIAL STATEMNET SCHEDULES.

(a)	Documents filed as part of this report:
	Reports of Independent Registered Public Accounting Firm
	Financial Statements covered by the Report of Independent Registered Public Accounting Firm
	Consolidated Balance Sheets as of December 31, 2015 and 2014
	Consolidated Balance Sheets as of December 31, 2016 and 2015
	Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2015 and 2014; and period from June 21, 2011 through December 31, 2015
	Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2016 and 2015; and period from June 21, 2011 through December 31, 2016
	Consolidated Statements of Changes in Shareholders Equity for the period from June 21, 2011 through December 31, 2015
	Consolidated Statements of Changes in Shareholders Equity for the period from June 21, 2011 through December 31, 2016
	Consolidated Statements of Cash Flows for the years ended December 31, 2015 and 2014, and period from June 21, 2011 through December 31, 2015
	Consolidated Statements of Cash Flows for the years ended December 31, 2016 and 2015, and period from June 21, 2011 through December 31, 2016
	Notes to Consolidated Financial Statements ended December 31, 2015
	Notes to Consolidated Financial Statements ended December 31, 2016
(b)	Exhibits:
3.1	Articles of Incorporation of San Lotus Holding Inc., effective June 21, 2011, (incorporated herein by reference to Exhibit 3.1 to Form S-1(File No. 333-176694) filed September 6, 2011).
3.2	Certificate of Amendment to Articles of Incorporation of San Lotus Holding Inc., dated May 15, 2012, (incorporated herein by reference to Form S-1 (File No. 333-176694) filed June 29, 2012).
3.3	By-laws of San Lotus Holding Inc. (incorporated herein by reference to Exhibit 3.2 to Form S-1 (File No. 333-176694) filed September 6, 2011).
3.4	Amended and Restated By-laws of San Lotus Holding Inc. (incorporated herein by reference to Exhibit 3.1 to Form 8-K filed January 17, 2013).
3.5	Amended and Restated By-laws of San Lotus Holding Inc. (incorporated herein by reference to Exhibit 5.3 to Form 8-K filed October 8, 2014).
3.6	Amended and Restated By-laws of San Lotus Holding Inc. (incorporated herein by reference to Exhibit 5.3 to Form 8-K filed May 6, 2015).
3.7	Amended and Restated By-laws of San Lotus Holding Inc. (incorporated herein by reference to Exhibit 5.3 to Form 8-K filed September 23, 2015).
4.1	Form of Subscription Agreement of San Lotus Holding Inc. (incorporated herein by reference to Exhibit 4.1 to Form S-1 (File No. 333-176694) filed June 29, 2012).
10.1	Non-binding Letter of Intent, dated February 2, 2013, by and between San Lotus Holding Inc. and Yao De International Recreation Inc. (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed February 4, 2013).
10.2	Non-binding Letter of Intent, dated February 3, 2013, by and between San Lotus Holding Inc. and Da Chuang Business Management Consultant Co., Ltd. (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed February 7, 2013).
10.3	Non-binding Letter of Intent, dated January 18, 2013, by and between San Lotus Holding Inc. and USA XO Tours Inc. (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed January 22, 2013).
10.4	Non-binding Letter of Intent, dated January 20, 2013, by and between San Lotus Holding Inc. and Lok Yee Holiday Ltd. (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed January 25, 2012).
10.5	Non-binding Letter of Intent, dated January 27, 2013, by and between San Lotus Holding Inc. and Sin Lian Hua International Travel Inc. (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed January 31, 2013).
10.6	Non-binding Letter of Intent, dated February 4, 2013, by and between Green Forest Management Consulting Inc. and Deng Wei Yuan (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed February 8, 2013).
10.7	Non-binding Letter of Intent, dated April 15, 2015, by and between San Lotus Holding Inc. and He Ping Zhen Development Ltd. (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed April 21, 2015).
10.8	Convertible Loan Agreement, dated February 25, 2013, by and between San Lotus Holding Inc. and USA XO Tours Inc. (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed February 28, 2013).
10.9	Stock Purchase Agreement, dated September 13, 2012, by and between San Lotus Holding Inc. and Yu Chien Yang (incorporated herein by reference to Exhibit 10.9 to Form S-1 (File No. 333-176694) filed September 19, 2012).
10.10	Non-binding Letter of Intent, dated January 18, 2013, by and between San Lotus Holding Inc. and USA XO Tours Canada Ltd. (incorporated herein by reference to Exhibit 10.2 to Form 8-K filed January 22, 2013).
10.11	Non-binding Letter of Intent, dated January 27, 2013, by and between San Lotus Holding Inc. and Mao Ren International Inc. (incorporated herein by reference to Exhibit 10.2 to Form 8-K filed January 31, 2013).
10.12	Letter from Investment Commission, Ministry of Economic Affairs, Taiwan (R.O.C.), approving San Lotus Holding Inc.’s Investment In Green Forest Management Consulting Inc., a Taiwan corporation, dated May 21, 2012, (incorporated herein by reference to Exhibit 10.3 to Form S-1 (File No. 333-176694) filed June 29, 2012).
10.13	Stock Purchase Agreement of San Lotus Holding Inc., dated March 31, 2012, by and between TBWTV Inc. and San Lotus Holding Inc. (incorporated herein by reference to Exhibit 10.4 to Form S-1 (File No. 333-176694) filed June 29, 2012).
10.14	Asset Purchase Agreement, dated as of June 5, 2012, by and between San Lotus Holding Inc. and USA XO Tours Inc. (incorporated herein by reference to Exhibit 10.5 of Form S-1 (File No. 333-176694) filed June 29, 2012).
10.15	Share Repurchase Agreement, dated July 10, 2012, by and between San Lotus Holding Inc. and Yu Chang Chiang (incorporated herein by reference to Exhibit 10.6 of Form S-1 (File No. 333-176694) filed July 25, 2012).
10.16	Share Repurchase Agreement, dated July 10, 2012, by and between San Lotus Holding Inc. and Yu Chien Yang (incorporated herein by reference to Exhibit 10.7 to Form S-1 (File No. 333-176694) filed August 29, 2012).
10.17	Stock Purchase Agreement, dated September 13, 2012, by and between San Lotus Holding Inc. and Chen Kuan Yu (incorporated herein by reference to Exhibit 10.8 to Form S-1(File No. 333-176694) filed September 19, 2012).
10.18	Subscription Agreement of San Lotus Holding Inc., dated January 20, 2012, by and between A Peace World Holding Inc. and San Lotus Holding Inc. (incorporated herein by reference to Exhibit 10.2 to Form S-1 (File No. 333-176694) filed June 29, 2012).
10.19	Non-binding Letter of Intent, dated March 16, 2013, to Acquire Smileviet, JSC (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed March 18, 2013).
10.20	Non-binding Letter of Intent, dated March 16, 2013, to Acquire Tourmaster Travel Service Inc. (incorporated herein by reference to Exhibit 10.2 to Form 8-K filed March 18, 2013).
10.21	Non-binding Letter of Intent, dated March 16, 2013, to Acquire Vietlink International Travel (HK) Ltd. (incorporated herein by reference to Exhibit 10.3 to Form 8-K filed March 18, 2013).
10.22	Stock Purchase Agreement, dated as of September 17, 2013, by and among Green Forest Management Consulting Inc., Chang Cheng-Sung, Liao Chi-Sheng, Yu Chien-Yang, and Da Chuang Business Management Consulting C., Ltd(incorporated herein by reference to Exhibit 10.1 to Form 8-K filed September 20, 2013).
10.23	Agreement of Assignment, Assumption and Release, dated as of September 17, 2013 by and among San Lotus Holding Inc., Green Forest Management Consulting Inc., Chang Cheng-Sung, Liao Chi-Sheng, Yu Chien-Yang and Da Chuang Business Management Consulting C., Ltd. (incorporated herein by reference to Exhibit 10.3 to Form 8-K filed September 20, 2013).
10.24	Cancellation of Promissory Note, dated as of September 17, 2013, by and between San Lotus Holding Inc., Green Forest Management Consulting Inc., Chang Cheng-Sung, Liao Chi-Sheng, Yu Chien-Yang and Da Chuang Business Management Consulting Co., Ltd. (incorporated herein by reference to Exhibit 10.4 to Form 8-K filed September 20, 2013).
10.25	Regulation S Stock Purchase Agreement, dated of September 17, 2013, between San Lotus Holding Inc. and the Purchasers named therein (incorporated herein by reference to Exhibit 10.5 to Form 8-K filed September 20, 2013).
10.26	Land Purchase Agreement, dated October 29, 2013, by and among Green Forest Management Consulting Inc., Yu Chien-Yang and Da Chuang Business Management Consulting Co., Ltd. (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed November 4, 2013).
10.27	Agreement of Assignment, Assumption and Release, dated as of October 29, 2013, by and among San Lotus Holding Inc., Green Forest Management Consulting Inc., Yu Chien-Yang and Da Chuang Business Management Consulting Co., Ltd. (incorporated herein by reference to Exhibit 10.3 to Form 8-K filed November 4, 2013).
10.28	Cancellation of Promissory Note, dated as of October 29, 2013, by and between San Lotus Holding Inc., Green Forest Management Consulting Inc., Yu Chien-Yang and Da Chuang Business Management Consulting Co., Ltd.(incorporated herein by reference to Exhibit 10.4 to Form 8-K filed November 4, 2013).
10.29	Regulation S Stock Purchase Agreement, dated as of October 29, 2013, between San Lotus Holding Inc. and the Purchasers named therein. (incorporated herein by reference to Exhibit 10.5 to Form 8-K filed November 4, 2013).
10.30	Regulation D Stock Purchase Agreement, dated as of October 29, 2013, between San Lotus Holding Inc. and the Purchasers named therein. (incorporated herein by reference to Exhibit 10.6 to Form 8-K filed November 4, 2013).
10.31	Regulation D Stock Purchase Agreement, dated as of October 29, 2013, between San Lotus Holding Inc. and Megan J. Penick. (incorporated herein by reference to Exhibit 10.7 to Form 8-K filed November 4, 2013).
10.32	Appraisal Report of Zhanmao Real Estate Appraisers Firm. (incorporated herein by reference to Exhibit 10.8 to Form 8-K filed November 4, 2013).
10.33	Land Purchase Agreement, dated December 27, 2013, by and among Green Forest Consulting Inc and Yu, Chien-yang (incorporated herein by reerence to Exhibit 10.1 to Form 8-K filed December 30, 2013)
10.34	Agreement of Assignment, Assumption and Release, dated as of December 27, 2013, by and among San Lotus Holding Inc.; Green Forest Management Consulting Inc.; and Yu, Chien-Yang (incorporated herein by reference to Exhibit 10.3 to Form 8-K filed December 30, 2013).
10.35	Cancellation of Promissory Note, dated as of December 27, 2013, by and between San Lotus Holding Inc.; Green Forest Management Consulting Inc.; and Yu, Chien-Yang (incorporated herein by reference to Exhibit 10.4 to Form 8-K filed December 30, 2013).
10.36	Regulation S Stock Purchase Agreement, dated as of December 27, 2013, between San Lotus Holding Inc. and the Purchasers named therein. (incorporated herein by reference to Exhibit 10.5 to Form 8-K filed December 30, 2013).
10.37	Regulation D Stock Purchase Agreement, dated as of December 27, 2013, between San Lotus Holding Inc. and the Purchasers named therein. (incorporated herein by reference to Exhibit 10.6 to Form 8-K filed December 30, 2013).
10.38	Appraisal Report of Zhanmao Real Estate Appraisers Firm. (incorporated herein by reference to Exhibit 10.8 to Form 8-K filed December 30, 2013).
10.39	Land Purchase Agreement, dated March 13, 2014, by and among Green Forest Management Consulting Inc. and Lo, Fun-Ming (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed March 13, 2014)
10.40	Agreement of Assignment, Assumption and Release, dated as of March 13, 2014, by and among San Lotus Holding Inc.; Green Forest Management Consulting Inc.; and Lo, Fun-Ming (incorporated herein by reference to Exhibit 10.3 to Form 8-K filed March 13, 2014).
10.41	Cancellation of Promissory Note, dated as of March 13, 2014, by and between San Lotus Holding Inc.; Green Forest Management Consulting Inc.; and Lo, Fun-Ming (incorporated herein by reference to Exhibit 10.4 to Form 8-K filed March 13, 2014).
10.42	Regulation S Stock Purchase Agreement, dated as of March 13, 2014, between San Lotus Holding Inc. and the Purchasers named therein. (incorporated herein by reference to Exhibit 10.5 to Form 8-K filed March 13, 2014).
10.43	Regulation D Stock Purchase Agreement, dated as of March 13, 2014, between San Lotus Holding Inc. and the Purchasers named therein. (incorporated herein by reference to Exhibit 10.6 to Form 8-K filed March 13, 2014).
10.44	Land Purchase Agreement, dated August 11, 2014, by and among Green Forest Management Consulting Inc.; Lo, Fun-Ming; Yu, Chien-Yang; and Mao Ren International Inc. (Incorporated herein by reference to Exhibit 10.1 to Form 8-K filed August 13, 2014).
10.45	Agreement of Assignment, Assumption and Release, dated as of August 11, 2014, by and among San Lotus Holding Inc.; Green Forest Management Consulting Inc.; Lo, Fun-Ming; Yu, Chien-Yang; and Mao Ren International Inc. (incorporated herein by reference to Exhibit 10.5 to Form 8-K filed August 13, 2014).
10.46	Cancellation of Promissory Note, dated as of August 11, 2014, by and between San Lotus Holding Inc.; Green Forest Management Consulting Inc.; Lo, Fun-Ming; Yu, Chien-Yang; and Mao Ren International Inc. (incorporated herein by reference to Exhibit 10.7 to Form 8-K filed August 13, 2014).
10.47	Regulation S Stock Purchase Agreement, dated as of August 11, 2014, between San Lotus Holding Inc. and the Purchasers named therein. (incorporated herein by reference to Exhibit 10.9 to Form 8-K filed August 13, 2014).
10.48	Regulation D Stock Purchase Agreement, dated as of August 11, 2014, between San Lotus Holding Inc. and the Purchasers named therein. (incorporated herein by reference to Exhibit 10.11 to Form 8-K filed August 13, 2014).
10.49	Land Purchase Agreement, dated August 11, 2014, by and among Freen Forest Management Consulting Inc. and Chen, Kuan Yu (incorporated herein by reference to Exhibit 10.2 to Form 8-K filed August 13, 2014)
10.50	Agreement of Assignment, Assumption and Release, dated as of August 11, 2014, by and among San Lotus Holding Inc.; Green Forest Management Consulting Inc.; and Chen, Kuan Yu (incorporated herein by reference to Exhibit 10.6 to Form 8-K filed August 13, 2014).
10.51	Cancellation of Promissory Note, dated as of August 11, 2014, by and between San Lotus Holding Inc.; Green Forest Management Consulting Inc.; and Chen, Kuan Yu (incorporated herein by reference to Exhibit 10.8 to Form 8-K filed August 13, 2014).
10.52	Regulation S Stock Purchase Agreement, dated as of August 11, 2014, between San Lotus Holding Inc. and the Purchasers named therein (incorporated herein by reference to Exhibit 10.10 to Form 8-K filed August 13, 2014).
10.53	Regulation D Stock Purchase Agreement, dated as of August 11, 2014, between San Lotus Holding Inc. and the Purchasers named therein (incorporated herein by reference to Exhibit 10.12 to Form 8-K filed August 13, 2014).
10.54	Land Selling Agreement, dated as of December 4, 2014, between Green Forest Management Consulting Inc. and Yu, Chien-Yang (incorporated herein by reference to Exhibit 10.53 to Form 10-K filed March 30, 2015)
10.55	Stock Purchase Agreement, dated as of March 31, 2015, between Green Forest Management Consulting Inc. and the Purchasers named therein (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed April 2, 2015)
10.56	Land Purchase Agreement, dated as of March 31, 2015, between Green Forest Management Consulting Inc. and Yu, Chien-Yang (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed April 3, 2015)
10.57	Promissory Note, dated as of March 31, 2015, between Green Forest Management Consulting Inc. and Yu Chien-Yang (incorporated herein by reference to Exhibit 10.2 to Form 8-K filed April 3, 2015)
10.58	Agreement of Assignment, Assumption and Release, dated as of March 31, 2015, by and among San Lotus Holding Inc.; Green Forest Management Consulting Inc.; and Yu, Chien-Yang (incorporated herein by reference to Exhibit 10.3 to Form 8-K filed April 3, 2015)
10.59	Cancellation of Promissory Note, dated as of March 31, 2015, by and between San Lotus Holding Inc.; Green Forest Management Consulting Inc.; and Yu, Chien-Yang (incorporated herein by reference to Exhibit 10.4 to Form 8-K filed April 3, 2015)
10.60	Regulation S Stock Purchase Agreement, dated as of March 31, 2015, between San Lotus Holding Inc. and the Purchaser Named Therein (incorporated herein by reference to Exhibit 10.5 to Form 8-K filed April 3, 2015)
10.61	Agreement of Assignment, Assumption and Release, dated as of June 12, 2015, by and among San Lotus Holding Inc.; Mao Ren International Inc.; Maoren LAF Inc.; MR Apportion Inc.; and Maoren Investment Inc. (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed June 16, 2015)
10.62	Cancellation Agreement, dated as of June 12, 2015, by and between San Lotus Holding Inc.; Mao Ren International Inc.; Maoren LAF Inc.; MR Apportion Inc.; and Maoren Investment Inc. (incorporated herein by reference to Exhibit 10.2 to Form 8-K filed June 16, 2015)
10.63	Regulation S Stock Purchase Agreement, dated as of June 12, 2015, between San Lotus Holding Inc. and the Purchaser Named Therein (incorporated herein by reference to Exhibit 10.3 and 10.4 to Form 8-K filed June 16, 2015)
10.64	Stock Purchase Agreement, dated as of August 14, 2015, between San Lotus Holding Inc. and the Sellers named therein (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed August 17, 2015)
10. 65	Agreements to purchase stock & creditor’s right, dated as of August 31, 2016 between San Lotus Holding Inc. and the Sellers named therein (respectively incorporated herein by reference to Exhibit 10.1; 10.2; and 10.3 to Form 8-K filed September 1, 2016)
10.66	Agreements to purchase stock & creditor’s right, dated as of December 31, 2016 between Green Forest Management Consulting Inc. and the Sellers named therein (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed January 3, 2017)
21.1	List of Subsidiaries of Registrant .
31.1	Certification of our Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of our Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of our Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	XBRL Taxonomy Extension Definition Linkbase
101.LAB*	XBRL Taxonomy Extension Label Linkbase

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

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

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

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

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

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

SIGNATURES

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

Dated: March 8, 2016.

Dated: May 12, 2017		SAN LOTUS HOLDING INC.
		By: /s/Chen, Kuan-Yu
		Chen, Kuan-Yu
		Chairman

		By: /s/Lin, Mu Chen
		Lin, Mu Chen
		Principal Financial Officer

SAN LOTUS HOLDING INC.

By: /s/ Chen,Kuan-Yu

Chen, Kuan-Yu

Chairman

By:/s/ Lin, Mu Chen

Lin, Mu Chen

Principal Financial Officer

POWER OF ATTORNEY

KNOW ALL ~~MEN~~PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Chen, ~~Tseng~~Kuan-Yu ~~Chih Ying~~ and Lin Mu Chen , and each ofor ~~them,~~any ~~his~~one ~~true~~of ~~and lawful attorneys-in-fact and agents~~them, each with ~~full~~the power of substitution ~~and resubstitution~~, ~~for~~his ~~him~~or ~~and~~ her attorney-in ~~his name~~-fact, ~~place and stead, in any and all capacities~~ to sign any ~~and all~~ amendments to ~~the~~this ~~Annual Report on Form 10-K for the Company’s 2013 fiscal year~~report, ~~and to file the same,~~ with ~~all~~ exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that ~~said~~ each of said attorneys-in-fact, ~~and agents~~ or ~~either~~his ofsubstitute ~~them,~~ or ~~their or his~~ substitutes, may ~~lawfully~~ do or cause to be done by virtue ~~thereof~~hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the ~~registrant~~Registrant and in the capacities ~~and~~indicated on ~~the~~May ~~date~~12, ~~indicated above~~2017.

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

CONTENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-1

FINANCIAL STATEMENTS

	Consolidated Balance Sheets	F2

	Consolidated Statements of Operations and Comprehensive Income (Loss)	F3

	Consolidated Statements of Changes in Shareholders' Equity	F4

	Consolidated Statements of Cash Flows	F5

	Notes to Financial Statements	F6-F10

CONTENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (incorporated herein by reference to Exhibit 99.1 in this Form 10-K)
FINANCIAL STATEMENTS
	Consolidated Balance Sheets	F1
	Consolidated Statements of Operations and Comprehensive Income (Loss)	F2
	Consolidated Statements of Changes in Shareholders' Equity	F3
	Consolidated Statements of Cash Flows	F4
	Notes to Financial Statements	F5-F12

Report of Independent Registered Public Accounting Firm

37To the Shareholders and Directors of

~~SAN~~San ~~LOTUS~~Lotus ~~HOLDING~~Holding ~~INC~~Inc. ~~AND SUBSIDIARIES~~

~~CONSOLIDATED~~We have ~~BALABNCE~~audited ~~SHEETS~~the accompanying consolidated financial statements of San Lotus Holding Inc. (the “Company”), which comprise the consolidated balance sheets as of December 31, 2016 and 2015, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity, and cash flows for the years ended December 31, 2016 and 2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of San Lotus Holding Inc. as of December 31, 2016 and 2015, and the results of its operations and its cash flows for the years ended December 31, 2016 and 2015 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that San Lotus Holding Inc. will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, San Lotus Holding Inc. has suffered recurring losses from operations. These matters, along with the other matters set forth in Notes 1, 8 b) and 13 indicate the existence of material uncertainties that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

“DAVIDSON & COMPANY LLP”

Vancouver, Canada	Chartered Professional Accountants

May 11, 2017

F-1

SAN LOTUS HOLDING INC. AND SUBSIDIARIES

CONSOLIDATED ~~STATEMENTS~~BALANCE ~~OF OPERATIONS~~SHEETS

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

	December 31, 2016	December 31, 2015
		(restated)
ASSETS
Current Assets
Cash and cash equivalents	7,805,660	7,681
Accounts receivable	0	824
Prepaid expense and other current assets	149,925	31,813
Current assets held for divesture	0	346,543
Total Current Assets	7,955,585	386,861
Due from related parties	156,000	172,409
Property and equipment, net	5,956,385	5,891,504
Long term receivable	8,148,290	17,190,372
Other assets	7,844	6,882
Total Assets	22,224,104	23,648,028

LIABILITIES AND EQUITY
Current Liabilities
Accounts payable and Accrued liabilities	38,061	40,802
Due to related party	7,023	153,284
Current liabilities held for divesture	0	344,124
Total Current Liabilities	45,084	538,210

Stockholders' Equity
Common stock, shares issued	42,003,333	42,003,333
Additional paid-in capital	24,000	24,000
Treasury Stock	-2,277,775	-2,277,775
Common stock, outstanding	39,749,558	39,749,558
Accumulated deficit	-16,482,355	-14,993,614
Accumulated other comprehensive loss	-1,088,183	-1,646,126
Total San Lotus Holding Inc. stockholders' equity	22,179,020	23,109,818
Noncontrolling interest	0	0
Total Equity	22,179,020	23,109,818
Total Liabilities and Equity	22,224,104	23,648,028
Stockholders' Equity
Common stock, shares authorized	150,000,000	150,000,000
Common stock, par value	1.00	1.00
Treasury Stock, shares	-2,277,775	-2,277,775
Common stock, outstanding shares	39,725,558	39,725,558

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

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

F-2

SAN LOTUS HOLDING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~STOCKHOLDERS' EQUITY~~OPERATIONS

~~PERIOD~~FOR ~~FROM~~THE ~~JANUARY~~YEARS 1,ENDED ~~2014 THROUGH~~ DECEMBER 31, 2016 AND 2015

	Common Stock (Shares)	Common Stock (Amount)	Additional Paid-in Capital	Accumulated Deficit	Other Comprehensive Income	Noncontrolling Interest	Contra Equity Other Receivable	Treasury Stock	Total
	2016	2015
Balance, December 31, 2013	9,685,948	9,685,948	3,436,872	(759,657)	(102,733)	(6,941)	0	(8,570,963)	3,682,526
		(restated)
Issuance of common stock	73,996,106	73,996,106	106,708,377	0	0	0	0	0	180,704,483
Revenue	0	0
Treasury Stock	0	0	0	0	0	0	0	(180,704,483)	(180,704,483)
Cost of sales	0	0
Translation adjustment	0	0	0	0	(65,545)	0	0	0	(65,545)
Gross profit	0	0
Net loss	0	0	0	(180,780)	0	(5,738)	0	0	(186,518)
General and administrative expenses	586,784	312,340
Balance, December 31, 2014	83,682,054	83,682,054	110,145,249	(940,437)	(168,278)	(12,679)	0	(189,275,446)	3,430,463
Profit (Loss) from Operations	-586,784	-312,340
Issuance of common stock	35,660,060	35,660,060	0	0	0	0	0	0	35,660,060
Other income (expenses)
Cancellation of treasury shares	(77,338,782)	(77,338,782)	(110,121,249)	0	0	0	0	187,460,031	0
Interest income	87	101
Subscription receivable	0	0	0	0	0	0	(2,811,034)	0	(2,811,034)
Gain on Sale of Property	9,785	39,121
Translation adjustment	0	0	0	0	(2,343,270)	12,679	0	0	(2,330,591)
Impairment of goodwill	0	-121,793
Net loss	0	0	0	5,859	0	0	0	0	5,859
Other Income (Loss) (Note 13)	-923,337	0
Balance, December 31, 2015	42,003,332	42,003,332	24,000	(934,578)	(2,511,548)	0	(2,811,034)	(1,815,415)	33,954,757
Foreign exchange loss	-1,072	0
The accompanying notes are an integral part of these consolidated financial statements.
Total other income (expense)	-914,537	-82,571
Loss before income taxes	-1,501,321	-394,911
Income taxes expense	0	0
Net Income (Loss)	-1,501,321	-394,911
Loss from continuing operations	-1,501,321	-394,911
Income from discontinued operations	12,580	-35,928
Net income (loss) for the year	-1,488,741	-430,839
Net Loss Per Share
Basic and Diluted	-0.04	-0.01
Weighted Average Shares Outstanding:
Basic and Diluted	39,725,556	71,579,788
Net Loss	-1,488,741	-430,839
Foreign exchange translation	557,943	-1,477,848
Total comprehensive loss	-930,798	-1,908,687

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

F-3

40SAN LOTUS HOLDING INC. AND SUBSIDIARIES

~~SAN LOTUS HOLDING INC.~~CONSOLIDATED STATEMENTS OF ~~CASH~~STOCKHOLDERS' ~~FLOW~~EQUITY

~~FOR~~PERIOD ~~THE~~FROM ~~YEARS~~JANUARY ~~ENDED~~1, 2015 THROUGH DECEMBER 31, ~~2015 and 2014~~2016

	2015	2014		2013
	Common Stock (Shares)	Common Stock (Amount)	Additional Paid-in Capital	Accumulated Deficit	Other Comprehensive Income	Noncontrolling Interest	Treasury Stock	Total
Cash Flows from Operating Activities
Balance, January 1, 2015	83,682,054	83,682,054	110,145,249	-940,437	-168,278	-12,679	-189,275,445	3,430,464
Net loss	5,860	(186,517)		(289,967)
Issuance of common stock (restated)	35,660,060	35,660,060	0	-13,622,338	0	0	-462,360	21,575,362
Adjustments to reconcile net loss to net cash used in operating activities:
Treasury Stock (restated)	-77,338,781	-77,338,781	-110,121,249	0	0	0	187,460,030	0
Depreciation	27,098	53,928		50,760
Translation adjustment (restated)	0	0	0	0	-1,477,848	12,679	0	-1,465,169
Loss from long-term investments	0	0		0
Net loss (restated)	0	0	0	-430,839	0	0	0	-430,839
Gain from disposal of property and investments	(39,120)	0		0
Balance, December 31, 2015	42,003,333	42,003,333	24,000	-14,993,614	-1,646,126	0	-2,277,775	23,109,818
Changes in operating assets and liabilities:
Translation adjustment	0	0	0	0	557,943	0	0	557,943
Accounts receivable	33,539	0		0
Net income	0	0	0	-1,488,741	0	0	0	-1,488,741
Other receivable	(6,050)	0		0
Balance, December 31, 2016	42,003,333	42,003,333	24,000	-16,482,355	-1,088,183	0	-2,277,775	22,179,020
Prepaid and other current assets	(278,242)	(146,248)		45,255
Other Assets	(51,891)	3,934		(8,025)
Accountants payable	(156,612)	0		0
Accrued expenses	1,903	63,405		496
Unearned Revenue	(205,039)	0		0
Other payable	65,050	23,150		4,673
Net cash used in operating activities	(603,504)	(188,348)		(196,808)
Cash Flows from Investing Activities
Acquistion of Mao Ren, net of cash acquired	36,806	0		0
Acquistion of XO Experience, net of cash acquired	216,402	0		0
Refundable deposits	(1,778)	0		0
Purchase of property and equipment	487,355	0		22,237
Net cash used in investing activities	738,785	0		22,237
Cash Flows from Financing Activities
Issuance of common stock	0	0		0
Capital contribution	0	0		0
Net cash provided by financing activities	0	0		0
Effect of exchange rate changes on cash and cash equivalents	(12,315)	146,891		(3,549)
Net increase (decrease) in cash and cash equivalents	122,966	(41,457)		(222,594)
Cash and cash equivalents, beginning of the period	13,159	54,616		277,210
Cash and cash equivalents, ending of the period	136,125	13,159		54,616
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest expense	0	0		0
Income tax	800	0		0
Supplemental disclosure of noncash financing activities
Issuance of note payable to acquire land	6,195,484	0		4,886,060
Issuance of note payable to acquire receivables	29,464,575	0		4,886,060
Issuance of common stock in settlement of note payable	6,195,484	0		4,886,060
Treasury shares acquired through land sale	1,815,415	1,815,415		0
The accompanying notes are an integral part of these consolidated financial statements.

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

F-4

SAN LOTUS HOLDING INC.

CONSOLIDATED STATEMENTS OF CASH FLOW

FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015

	2016	2015
		(restated)
Cash Flows from Operating Activities
Net income (loss)	-1,488,741	-430,839
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	43,651	27,098
Gain on Sale of Property	-9,786	-26,441
Provision on advances to AHI Film	904,869	0
Impairment of goodwill	0	121,793
Changes in operating assets and liabilities:
Accounts receivable	6,882	-2,791
Prepaid and other current assets	-125,956	23,983
Assets held for divesture	346,543	-73,889
Accounts payable	-2,741	-72,487
Liabilities held for divesture	-344,124	-266,725
Net cash used in operating activities	-669,403	-700,298
Cash Flows from Investing Activities
Acquistion of Mao Ren	0	37,104
Acquisition of XO	0	216,402
Purchase of property and equipment	-39,600	0
Disposal of property and equipment	44,000	487,355
Advances to AHI Film	-904,869	0
Proceeds from sale of collateralized land	9,551,330	0
Net cash provided by (used in) investing activities	8,650,861	740,861
Cash Flows from Financing Activities
Due from/to related party	-129,852	24,091
Net cash provided by financing activities	-129,852	24,091
Effect of exchange rate changes on cash and cash equivalents	-53,627	-70,132
Net increase (decrease) in cash and cash equivalents	7,797,979	-5,478
Cash and cash equivalents, beginning of the year	7,681	13,159
Cash and cash equivalents, ending of the year	7,805,660	7,681
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest expense	0	0
Income tax	0	0
Supplemental disclosure of noncash financing activities
Issuance of note payable to acquire land	0	6,195,484
Issuance of Common stock in settlement of note payable	0	3,384,450
Issuance of note payable to acquire receivables	0	29,464,575
Issuance of common stock in settlement of note payable	0	18,191,557

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

F-5

<SAN LOTUS HOLDING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015

NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

Nature of Operations

San Lotus Holding Inc.(the “Company” or “San Lotus” or “we”), was incorporated on June 21, 2011 in the State of Nevada and changed our state of incorporation from the State of Nevada to the State of California (the "Conversion") on July 21, 2015. The Company’s principal address of business is in Taiwan.

The Company isacquired inseveral ~~the~~parcels ~~initial~~of ~~stages~~undeveloped ofland ~~opening~~and ais ~~travel~~holding ~~agency~~these inparcels ~~Taiwan~~of ~~through~~land ~~its~~for ~~wholly~~future ~~owned~~development ~~subsidiary,~~of ~~Green~~destination ~~Forest~~real ~~Management~~estate. ~~Consulting~~Through the acquisition of Mao Ren International Inc., a(“Mao ~~Taiwan~~Ren”) ~~company.~~in ~~The~~fiscal 2015, the Company ~~has~~acquired ~~not~~the ~~conducted~~liquidation ~~business operations~~rights ~~nor~~to ~~had~~certain ~~revenues~~properties collateralized ~~from~~by ~~operations~~a ~~since~~Taiwanese ~~its inception~~company. The Company~~’s business~~ ~~plan~~ is tobeing ~~desig~~compensated ~~and~~by ~~market~~the creditors ~~global~~of ~~travel~~this ~~packages~~Taiwanese ~~and~~company ~~affinity~~to ~~travel excursions~~use ~~through~~the ~~out~~proceeds from the ~~world,~~sale ~~and~~of the collateralized land to re-invest or develop athe ~~global~~collateralized ~~travel~~land to construct and ~~leisure agency~~then ~~business~~re-sell the real estate.

~~The~~In fiscal 2015 and part of fiscal 2016, the Company, through ~~its~~the acquisition ~~recent~~of ~~acquisition~~XO Experience Inc. (“XO”) from the former Chairman, iswas engaged in the provision of travel services, including hotel reservation services, airline ticketing, and travel package in the United States. In December 2016, the Company decided to dissolve XO.

The Company has not conducted business operations nor had significant revenues from operations since its inception.

The Company’s year-end is December 31.

Basis of ~~presentation~~Presentation and Measurement

The accompanying consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s consolidated financial statements have been prepared on a historical basis except for certain financial assets and liabilities measured at fair value.

Consolidation Policy

The consolidated financial statements of the Company include the accounts of San Lotus Holding, Inc. and its subsidiaries, Green Forest Management Consulting Inc. ~~Intercompany~~(“Green Forest”), Da Ren International Development Inc. (“Da Ren”), Mao Ren International Inc. and XO Experience Inc. Intercompany accounts and transactions have been eliminated inupon consolidation. The following companies have been consolidated as at December 31, 2016 and 2015:

Consolidated companies

Company name	Registered	Purpose of entity
Green Forest	Taiwan	Land holding company
Da Ren	Taiwan	Land holding company
Mao Ren	Taiwan	Liquidation rights to collateralized land
XO	U.S.A.	Travel services

Going Concern

The accompanying consolidated financial statements were prepared on a going concern basis, which assumes the realization of assets and discharge of liabilities in the normal course of business. As shown in the ~~accompanying~~ accompanying consolidated financial statements, the Company had an accumulated deficit of $~~934~~16,~~578~~482,355 as of December 31, ~~2015~~2016.

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

~~The~~In addition, the Company isadvanced ~~currently~~an ~~addressing~~additional ~~its~~$6,047,831 ~~liquidity~~to ~~issue by~~AHI ~~continually~~Film ~~seeking~~Inc. ~~investment~~(“AHI ~~capital~~Film”), ~~through~~a ~~private~~company ~~placements~~that ofwas ~~common~~acquired ~~stock~~subsequent ~~and~~to ~~debt.~~December ~~The~~31, ~~Company~~2016 ~~believes~~(Note ~~its~~13). As ~~current~~outlined ~~and~~in ~~future~~Notes ~~plans~~5 ~~enable~~and it8, tothe ~~continue~~Company ascould anot ~~going~~locate ~~concern.~~the ~~The~~third ~~Company's~~group ~~ability~~of tocreditors ~~achieve~~and ~~these~~could ~~objectives cannot~~not besettle ~~determined~~any of attheir ~~this time~~debts. Should ~~These~~these ~~consolidated~~creditors ~~financial~~come ~~statements~~forward ~~do not give effect~~ to ~~any~~claim ~~adjustments~~their ~~which~~debt, ~~would~~there is bea ~~necessary~~risk ~~should~~that the Company would be ~~unable~~obligated to ~~continue~~settle aswith athese ~~going~~creditors and ~~concern~~the ~~and~~potential ~~therefore~~obligation becould ~~required~~result in a liability to ~~realize its~~the ~~assets~~Company. As ~~and~~at the ~~discharge~~date ~~its~~of ~~liabilities~~these ~~other~~financial ~~than~~statements, the ~~normal~~Company ~~course~~cannot ofreasonably estimate ~~business~~the ~~and~~amount atof ~~amounts~~any ~~which~~contingent ~~may~~payments ~~differ~~to ~~from~~these ~~those~~creditors. inThese factors further raised substantial doubt about the ~~accompanying~~Company’s ability to ~~consolidated~~continue ~~financial~~as ~~statements~~a going concern.

The Company is currently addressing its liquidity issue by continually seeking investment capital through private placements of common stock and debt. The Company’s expected cash receipts to fund its liabilities is through the realization of its long term receivable (note 5).The Company believes its current and future plans enable it to continue as a going concern. The Company's ability to achieve these objectives cannot be determined at this time. These consolidated financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities other than the normal course of business and at amounts which may differ from those in the accompanying consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates incorporated into the Company’s consolidated financial statements include the estimated recoverable amount of the long term receivable, the estimated useful lives for depreciable and amortizable assets and litigation contingencies and claims. Actual results could differ from those estimates.

F-5

Revenue recognition

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

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

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

Air ticketing services: Commissions from air ticketing services rendered are recognized upon the issuance of air tickets, net of estimated cancellations. Customers purchase the air tickets, and the Company remits the net amount less base commission to the airlines. Estimated cancellations were insignificant for the years ended December 31, 2016 and 2015. The Company presents revenues from such transactions on a net basis in the consolidated statements of ~~comprehensive income (loss)~~operations, as the Company acts as an agent, does not assume any inventory risk, and has no obligations for cancelled airline ticket reservations. The Company sometimes also receives additional discretionary commissions from certain airlines when performance targets are met. Such discretionary commissions are recognized on a cash basis because the Company cannot reasonably estimate the amount, or timing of receipt, of such commissions in advance.

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

Cash and Cash Equivalents

Cash and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less.

Property and Equipment

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

Estimated useful life

Property plant equipment	Estimated Useful Life
Property and equipment	Estimated Useful Life
Building	40 years
Vehicles	5 years
Equipments	3~5 years
Equipment	3~5 years

Depreciation

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

F-6

Net Income (Loss) Per Share

The Company has adopted Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”), which specifies the computation, presentation and disclosure requirements of earnings per share information. Basic earnings per share have been calculated based upon the weighted average number of common shares outstanding. Common equivalent shares are excluded from the computation of the diluted loss per share if their effect would be anti-dilutive. For the ~~year~~years ended December 31, 2016 and 2015, the Company did not have any common equivalent shares.

Impairment of Long-Lived Assets

The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. Management has determined that no impairments of long-lived assets currently exist.

Business Combinations

The Company accounts for business combinations under the acquisition method of accounting, which requires the Company to record assets acquired, liabilities assumed and any non-controlling interest in the acquiree at their respective fair values as of the acquisition date in the Company's consolidated financial statements.

Goodwill and intangible assets

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

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

Discontinued Operations

The Company follows the policy of segregating the assets and liabilities of subsidiaries or lines of business on its balance sheet from the assets and liabilities of continuing subsidiaries or lines of business when it is decided to close or dispose of a subsidiary or line of business. The Company also follows the policy of separately disclosing the assets and liabilities and the net operations of a subsidiary or line of business in its financial statements when it is decided to close or dispose of a subsidiary or line of business.

Income Taxes

The ~~company~~Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.

AFinancial ~~valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.~~Instruments

~~Concentration~~The Company uses the following methods and assumptions to estimate the fair value of ~~Credit~~each ~~Risk~~class of financial instruments for which it is practicable to estimate such values:

~~Financial instruments~~Cash ~~that potentially subject the Company to concentrations of credit risk are cash~~ and cash ~~equivalents,~~equivalent ~~accounts~~– ~~receivables,~~the ~~prepaid~~carrying ~~expenses, accounts~~amount ~~payable~~approximates ~~and~~fair ~~accruals,~~valule because ~~due~~the ~~to/from~~amounts ~~related~~consist ~~party~~of ~~and~~cash ~~shareholder accounts~~held ~~arising~~at ~~from its normal business activities~~banks.

~~The Company~~Accounts ~~maintains~~payable ~~cash~~ and ~~cash~~accrued ~~equivalents~~liabilities ~~with~~– ~~major~~the ~~financial~~carrying ~~institutions.~~ amounts Inapproximate ~~addition,~~fair ~~the~~value due to~~/from~~ ~~affiliated companies is under common control. Management considers~~ the ~~risk of non~~short-~~performance~~term nature of ~~these~~the ~~instruments to be remote~~obligations.

~~F-7~~Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

44Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

~~The~~Level ~~Company~~2 ~~has a diversified customer~~-~~base.~~ ~~The~~Inputs ~~Company~~other ~~controls~~than ~~credit~~quoted ~~risk related~~prices tothat ~~accounts~~are ~~receivables~~observable through merchant credit card approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for ~~uncollectible accounts and, believes that its accounts receivable related credit risk exposure beyond such allowance is limited. Based on~~ the ~~historical~~asset ~~experience, Management considers the that~~or itliability iseither ~~low~~directly ~~risk~~or ofindirectly; ~~non-performance of this instruments.~~and

~~The Company’s business is subject~~Level to3 ~~certain risks and concentrations including risks relating to the condition of the economy, outbreak of disease or the occurrence of natural or man~~-~~made disasters,~~ ~~dependence~~Inputs onthat ~~relationships~~are ~~with~~not ~~travel~~based ~~suppliers, primarily hotels and airlines, dependence~~ on ~~third-party~~observable ~~technology,~~market ~~internet service, utility services and telecommunications providers, exposure to risks associated with online commerce security,~~ data ~~privacy, online payment and credit card fraud~~.

Cash and cash equivalent is measured at level 1 inputs.

Foreign Currency Translation Adjustment

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

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

Foreign currency exchange rates

	Dec. 31, 2015	Dec. 31, 2014
	Dec. 31, 2016	Dec. 31, 2015
Average Exchange Rate, TWD	31.~~927~~911	3031.~~382~~927
Instant Exchange Rate, TWD	3332.~~066~~279	3133.~~718~~066
Average Exchange Rate, USD	1.000	1.000
Instant Exchange Rate, USD	1.000	1.000

Statement of Cash Flows

Cash flows from the Company's operations are based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet.

Advertising expense

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

Recently Issued Accounting Pronouncements

In ~~September~~ ~~2015~~May 2014, the ~~Financial Accounting Standards Board ("FASB")~~ FASB issued Accounting Standards Update, ("“ASU"”) No. ~~2015~~2014-1609, ~~“Business~~ ~~Combinations~~Revenue ~~(Topic~~from ~~805):~~Contracts ~~Simplifying~~with ~~the~~Customers ~~Accounting for Measurement-Period Adjustments”~~ (“ASU ~~2015~~2014-~~16”~~09), which supersedes ~~requires~~nearly all existing revenue recognition guidance under U.S. GAAP. The core principle is that ana ~~acquirer~~company should recognize revenue when promised ~~adjustments~~goods or services are transferred to ~~provisional~~customers ~~amounts~~in ~~that~~an ~~are~~amount ~~identified~~that ~~during~~reflects the consideration ~~measurement~~to which an entity expects to be entitled for those goods or ~~period~~services. inASU ~~the~~2014-09 ~~reporting~~defines ~~period~~a five-step process to achieve this core principle and, in ~~which~~doing so, more judgment and estimates may be required within the ~~adjustment~~revenue ~~amounts~~recognition process than are ~~determined~~required under existing U. ~~ASU~~S. ~~2015-16~~GAAP. The standard is effective for ~~fiscal~~annual ~~years~~periods beginning after December 15, ~~and~~2017, and interim ~~reporting~~ periods ~~within~~therein, and shall be applied either retrospectively to each ~~those~~period ~~fiscal~~presented ~~years~~or as a cumulative-effect adjustment as of the date of adoption. In May 2016, ~~beginning~~the ~~after~~FASB ~~December~~issued 15Accounting Standards Update No. 2016-12, Revenue ~~2015~~from Contracts with Customers. This update provides further guidance on applying collectability criterion to assess whether the contract is valid and represents a substantive transaction on the basis whether a customer has the ability and intention to pay the promised consideration. The ~~Company~~requirements of this standard include an increase in required disclosures. Management has not yet selected a transition method and is currently ~~evaluating~~ analyzing the impact of the adoption of this guidance on the ~~Consolidated~~Company’s consolidated financial statements, ~~Financial~~including ~~Statements~~assessing changes that might be necessary to information technology systems, processes and internal controls to capture new data and address changes in financial reporting. The Company believes that the adoption of the standard will not have a significant impact on its consolidated financial statements.

FIn August 2014, the FASB issued ASU No. 2014-815, “Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern.” This ASU establishes specific guidance to an organization's management on their responsibility to evaluate whether there is substantial doubt about the organization's ability to continue as a going concern. The provisions of this ASU are effective for interim and annual periods ending after December 15, 2016. The Company believes that the adoption of the standard will not have a significant impact on its consolidated financial statements.

45In March 2016, the FASB issued Accounting Standards Update No. 2016-09, “Stock Compensation”. The new guidance is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The Accounting Standard Update allows the entity to make an accounting policy election to account for forfeitures when they occur. The standard is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. The Company believes there will be no impact on the consolidated financial statements as a result of the adoption of the new accounting standard.

In ~~May~~ ~~2014~~August 2016, the FASB issued ~~ASU~~Accounting ~~2014-09,~~Standards ~~Revenue~~Update ~~from~~No. ~~Contracts~~2016-15, ~~with~~“Statement ~~Customers.~~of ~~The~~Cash ~~standard~~Flows ~~provides~~(Topic ~~companies~~230) ~~with~~- aClassification ~~single~~of ~~model~~Certain ~~for~~Cash ~~use~~Receipts inand ~~accounting for~~Cash ~~revenue~~Payments.” ~~arising~~The ~~from~~new ~~contracts~~guidance is ~~with~~intended ~~customers~~to ~~and~~provide ~~supersedes~~specific ~~current revenue recognition~~ guidance, ~~including~~on ~~industry-specific~~cash ~~revenue~~flow ~~guidance.~~classification ~~The core~~issues ~~principle~~such ofas ~~the~~debt ~~model~~prepayment isor todebt ~~recognize~~extinguishment ~~revenue~~costs, ~~when~~settlement ~~control~~ of ~~the~~zero ~~goods~~coupon debt instruments or ~~services~~ ~~transfers~~cases towhere the ~~customer,~~coupon asinterest ~~opposed~~rate tois ~~recognizing~~insignificant compared ~~revenue~~to ~~when~~ the ~~risks~~ ~~and~~effective ~~rewards~~interest ~~transfer~~rate toof the ~~customer~~borrowing, ~~under~~contingent ~~the~~consideration payments ~~existing~~in ~~revenue~~a ~~guidance. On~~business ~~July 9~~combination, ~~2015,~~proceeds ~~FASB~~from ~~voted~~insurance toclaim ~~defer~~settlements and ~~the~~distributions ~~effective~~received ~~date~~by ofequity ~~ASU~~method ~~2014-09 by one year~~investees. The ~~guidance~~standard ~~would be~~ is effective for annual ~~and interim reporting~~ periods beginning after December 15, ~~2018~~2017 and ~~early~~interim periods ~~adoption~~within isthose ~~permitted~~annual periods. WeThe ~~are~~amendments should be applied using a ~~currently~~retrospective ~~assessing~~transition ~~the~~method ~~impact~~to ~~that~~each ~~adoption~~period ofpresented. ~~ASU~~The ~~2014-09~~Company believes there will ~~have~~be no impact on ~~our~~ the consolidated financial ~~position,~~statements ~~results~~as a result of the ~~operations~~adoption orof ~~cash~~the ~~flows~~new accounting standard.

~~NOTE~~In January 2017, 2the FASB issued Accounting Standards Update No. 2017-01, “Business Combinations ~~INCOME~~(Topic 805).” The amendments in this Update are intended to clarify the ~~TAXES~~definition of business. The current guidance specifies three elements of a business – inputs, processes, and outputs. The new guidance provides a screen to determine when a set is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that needs to be further evaluated. The standard is effective to annual periods beginning after December 15, 2017, including interim periods within those periods. The Company believes that the adoption of the standard will not have a significant impact on its consolidated financial statements.

~~The Company and its subsidiaries file separate income tax returns.~~F-6

~~The subsidiaries~~Note ~~were~~2 ~~incorporated in Taiwan and are subject to Taiwan’s Income Tax~~PROPERTY ~~Law.~~AND ~~For the years ended December 31, 2015 and 2014, the Company recorded income tax expense of $0.~~EQUIPMENT

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

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

	Dec. 31, 2016 (USD)	Dec. 31, 2015 (USD)
Land	5,902,201	5,761,724
Vehicles	67,960	164,984
Equipment	55,069	91,561
Property and equipment - gross	6,025,230	6,018,269
Accumulated depreciation	(68,845)	(126,765)
Property and equipment - net	5,956,385	5,891,504

~~NOTE 3 RELATED PARTY TRANSACTIONS~~Depreciation Expense

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

	Year Ended Dec. 31, 2016 (USD)	Year Ended Dec. 31, 2015 (USD)
Depreciation Expense	43,651	27,098

~~Xinpi~~In June 2016, The Company has sold vehicles, details of which are listed ~~Land~~below.

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

Miaoli Land

	June 30, 2016 (USD)
Sale proceeds	44,000
Net book value	34,215
Realized gain on disposal	9,785

~~As the titles~~NOTE to Land in Miaoli County, Taiwan have not been transferred to Green Forest by the end of 2014 as stipulated in sales agreement, Green Forest cancelled the December 2013, March 2014 and August 2014 land purchase transactions in accordance with terms of the sales agreement whereby the Company is not obligated to pay any termination costs3. ACQUISITION ~~The~~AND ~~shares~~DIVESTURE ~~issued~~OF inXO ~~connection with these cancelled~~EXPERIENCE ~~deals were retired as treasury stock~~INC. (“XO”)

~~Dataoping~~On August 14, ~~Land~~2015, the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Chen-Tseng, Chih-Ying and Chen, Li Hsing, our former CEO and former Chairman respectively, for the acquisition of XO EXPERIENCE INC. (“XO”) to acquire all of the issued and outstanding common stock of XO in exchange for $1.

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

Glendale Condominium

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

XO Experience

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

F-9

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

Fair value of XO Experience acquisition

XO EXPERIENCE	Aug. 14, 2015
	Aug. 14, 2015 (USD)
	USD ($)
Cash	216,402
Accounts receivable	40250,~~822~~740
Prepaid expenses and other current assets	~~226~~21,~~973~~915
Goodwill	~~249~~121,~~987~~793
Accounts payable	(~~220~~583,~~048~~257)
Other current liabilities	(13,~~293~~154)
Unearned revenue	(~~500~~14,~~842~~438)
Net assets acquired	1
Consideration paid	1

~~NOTE~~The acquisition 4of ~~COMMON~~XO ~~STOCK~~is considered to be a business acquisition; accordingly goodwill (refer to above table) was recognized on the acquisition date. As at December 31, 2015, the Company performed an impairment test on its goodwill and determined that an impairment existed due to negative expected cash flows that will be generated in the business. Accordingly, the Company recorded an impairment charge equal to the full amount of its goodwill (refer to above table).

On December ~~March 9~~31, ~~2015~~2016, we ~~The~~decided ~~Company~~to dissolve ‘sXO ~~wholly-owned subsidiary,~~EXPERIENCE ~~Green~~INC. ~~Forest,~~pursuant to Section 1900 (a) of ~~Taiwanese~~California Corporations ~~corporation,~~Code. The ~~has~~Company ~~terminated~~follows the ~~land~~policy ~~purchase~~of ~~agreement~~segregating ~~dated December~~the assets ~~27,~~and ~~2013,~~liabilities ~~March~~of ~~13,~~subsidiaries ~~2014~~or ~~and~~lines ~~August~~of ~~11,~~business ~~2014~~on ~~because~~its balance sheet from the ~~Land~~assets ~~Seller~~and ~~has~~liabilities ~~not~~of continuing subsidiaries or lines of business when ~~conveyed~~it decided to ~~Green~~close ~~Forest~~or ~~the~~dispose ~~entire~~of ~~titles~~a tosubsidiary ~~the~~or ~~Land.~~line ~~Concurrently~~of ~~with~~business. As ~~the~~a ~~termination~~result of the ~~land~~decision ~~purchase~~to ~~agreement~~dissolve XO, weXO’s ~~have~~assets, ~~discharged~~liabilities, ~~all~~revenues ~~our~~and ~~obligations~~expenses wehave ~~assumed~~been ~~from~~classified ~~the~~as ~~promissory~~discontinued operations ~~note,~~on ~~and~~ the ~~Shares~~consolidated ~~issued under~~balance ~~the~~sheets ~~stock~~and ~~purchase~~statement ~~agreements~~of ~~shall~~operations. The becomponents ~~cancelled~~of ~~from~~discontinued operations summarized on the ~~record~~statement of inoperations ~~our~~arising ~~transfer agent,~~from ~~Computershare~~the ~~Inc.~~decision ~~and~~to ~~Computershare~~dissolve ~~Trust~~XO ~~Company,~~are ~~N.A.~~as follows:

~~Common stock shares issued~~Discontinued Operations

COMMON STOCK - USD ($)	Jul. 02, 2015	Aug. 11, 2014	Aug. 11, 2014	Mar. 13, 2014	Dec. 27, 2013	Oct. 29, 2013	Sep. 17, 2013
	Year Ended Dec. 31, 2016 (USD)	Year Ended Dec. 31, 2015 (USD)
Stock Issued During Period, in Shares	29,464,575	202,660,931	397,935,544	139,364,582	33,426,757	18,154,146	30,706,452
Revenue	156,276	235,403
Stock Issued During Period, Value	$29,464,575	$40,957,774	$111,581,127	$28,165,582	$6,755,547	$1,815,415	$3,070,645
General and administrative expenses	(143,696)	(270,531)
Price Per Share (in dollars per share)	$1.0000	$0.2021	$0.2804	$0.2021	$0.2021	$0.1000	$0.1000
Income tax	0	(800)
Counterparty	Noteholders	Noteholders	Noteholders	Noteholders	Noteholders	Noteholders	Noteholders
Net income (loss) from discontinued operations	12,580	(35,928)

~~NOTE~~The 5components ~~ACQUISITIONS~~of discontinued operations summarized on the balance sheets arising from the decision to dissolve XO are as follows:

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

F-10

	Dec. 31, 2016 (USD)	Dec. 31, 2015 (USD)
Current assets
Cash	0	128,444
Accounts receivable and other current assets	0	13,441
Due from former related parties	0	204,658
Total assets held for divesture	0	346,543
Current liabilities
Accounts payable and accrued liabilities	0	283,180
Unearned revenue	0	60,944
Total liabilities held for divesture	0	344,124

47As at December 31, 2016, the Company wrote off the residual net receivable due from companies owned by our former CEO and Chairman totaling $27,836.

~~The~~NOTE ~~following table summarizes the~~4. ACQUISITION ~~estimated~~OF ~~fair~~MAO ~~values~~REN ofINTERNATIONAL ~~the~~INC. ~~assets acquired and liabilities assumed at the acquisition date of the acquisition:~~

~~Fair~~On ~~value~~March of31, 2015 (the acquisition date), Green Forest Management Consulting Inc. ("Green Forest"), our wholly-owned subsidiary, entered into a stock purchase agreement with Chiu, Pao-Chi, Chiun Jing Inc., Haug Inc., Jiu Bang Inc., and Wan Fu Inc., (collectively the "Mao Ren Sellers") for the acquisition of Mao Ren International Inc., a Taiwan (R.O.C.) company ("Mao Ren"). Green Forest acquired all of the issued and outstanding common stock of Mao Ren from the Mao Ren Sellers in exchange for $1.

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

The main assets and liabilities acquired from Mao Ren included the liquidation rights to proceeds from collateralized land totaling US$18,190,911 and the related promissory notes payable totaling US$18,190,911 respectively. See Note 5.

~~Note~~NOTE 6 5. LONG-TERM RECEIVABLES

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

The ~~Company~~above ~~has~~mentioned creditors of the Taiwanese company ~~hired~~are segregated into three groups. In response to the ~~independent~~three ~~appraiser~~groups of creditors, three private companies were incorporated by Chen, Kuan Yu, our Chairman, and Yu, Chien Yang, our former Director to ~~evaluate~~facilitate further development. Prior to the ~~fair~~acquisition ~~value~~date of ~~collateralized~~March 31, ~~land~~2015, these three private companies assumed the debt which Mao Ren owed to the three groups of creditors respectively and in turn accepted promissory notes from Mao Ren as consideration. On June 12, 2015, the first group of creditors, represented by the first of the three private companies, agreed to take common stock of the Company as settlement for cancellation of the promissory notes from Mao Ren. The common stock issued was recorded at the par ~~long-term~~value ~~receivable~~of ~~based~~$1/common onshare. The difference between the ~~net~~carrying ~~realized~~amount (that being the cost of the seller) and the par value was recorded in deficit. The Company issued those shares to our Chairman in trust for those individual creditors. The second group of creditors, who wish to collect cash proceeds from the sale of collateralized land, settled with the second private company (owned by our former Director) whereby the ~~collaterals~~former director would be personally liable to settle the amounts with the creditors. The Company could not locate the remaining third group creditors and could not settle any of their debts.

AsThe ofCompany ~~December~~has ~~31,~~hired an independent appraiser to ~~2015~~appraise the collateralized land and ~~2014~~recorded the long-term receivable based on the potentially realizable value NT$913,401,823 of the ~~Company~~collaterals ~~has~~at initial recognition. The realizable value constitutes the ~~other~~carrying ~~receivable~~amount inof the seller because the agreements with the creditors stipulated that the maximum amount the creditors could recover is limited to the proceeds received from the sale of the collateralized land ~~$26,300,509~~relative ~~and~~to ~~$27,382,074,~~their ~~respectively~~proportionate investment. Further to realization of some of the liquidation rights to the debtor’s remaining assets during fiscal 2016, the Company has re-assessed our remaining rights to the debtor’s remaining assets as follow:

Land Fair ~~value of land~~Value

	As of December 31, 2015
	Dec. 31, 2016	Dec. 31, 2015
Fair Value (NT$)	~~868~~263,~~504~~018,~~495~~668	568,111,416
Land Area (square meter)	~~451~~532,~~839~~228	758,017

~~NOTE~~As 7of ~~COMMITMENTS~~December 31, 2016 and 2015, the Company’s receivable amounts are shown below.

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

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

	Dec. 31, 2016 (USD)	Dec. 31, 2015 (USD)
Loan receivable	8,148,290	17,190,372

During fiscal 2016, three parcels of the debtor’s land were sold for the following amounts:

Land Sales Proceeds

	Year Ended Dec. 31, 2016
	Yilan	Tainan	Pingtung	Total
Cash Proceeds (NT$)	258,999,970	15,681,799	30,110,734	304,792,503

No gain or loss was recognized upon sale of the debtor’s land because the initial carrying value was adjusted to its fair value as agreements with the first group of the creditors stipulated that the cost of the seller to equal to the estimated expected proceeds from the sales.

F-7

NOTE 6. RELATED PARTY TRANSACTIONS

The principal related party transactions for the years ended December 31, 2016, and 2015 were as follows:

a) Miaoli Land

In fiscal 2013 and 2014, the Company, through Green Forest, entered into several land purchase agreements with Chen, Kuan-Yu, our Chairman and Yu, Chien-Yang, and a former director and issued 77,338,781common shares to settle the promissory notes in exchange for certain parcels of land in Miaoli County, Taiwan. Since title to the properties had not been transferred to Green Forest by the end of 2014 as stipulated in the sales agreement, Green Forest cancelled the land purchase transactions in accordance with terms of the sales agreement whereby the Company is not obligated to pay any termination costs. The shares issued in connection with these cancelled transactions were retired as treasury stock in fiscal 2015.

b) Dataoping Land

On March 31, 2015, our wholly-owned subsidiary, Green Forest, a Taiwanese corporation, entered into a land purchase agreement with Yu, Chien-Yang , our former Director to acquire land in Dataoping Section of Zaoqiao Township, Miaoli County, and land in Laotianliao Section of Touwu Township, Miaoli County, Taiwan, all of which is 76,435 square meters for the below Purchase Price. All pertinent figures are disclosed in the below table. The Purchase Price was paid for through Green Forest's issuance of a promissory note payable to the Seller. On the same date, to settle the promissory note, the Company entered into a stock purchase agreement for the issuance of its common stock at par to the Seller pursuant to stock purchase agreement. This transaction was measured at the carrying amount of the seller pursuant to Staff Accounting Bulletin 5 Topic G.

Dataoping Land

	Mar. 31, 2015
Dataoping section land (square meter)	35,251
Laotianliao section land (square meter)	41,184
Total land (square meter)	76,435
Purchase price (NTD)	99,110,334
Purchase price ($)	3,384,450
Common stock issuance (number of shares)	6,195,484
Issuance share price ($)	1

c) Glendale Condominium

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

d) Purchase of vehicle

During fiscal 2016, the Company purchased two vehicles from a private company controlled by Yu, Chien-Yang , our former Director for total purchase price of $39,600

e) Amounts due from/to related parties

Amounts Due From or To Related Parties

	Dec. 31, 2016 (USD)	Dec. 31, 2015 (USD)
Amount due from Chen, Kuan Yu, Chairman	78,000	78,000
Amount due from Yu, Chien Yang, former Director	78,000	94,409
Amount due to Yu, Chien Yang, former Director	7,023	153,284

The amounts due from/to related parties are non-interest bearing, unsecured and have no fixed terms of repayment.

f) Acquisitions

The acquisitions of XO and Mao Ren as outlined in notes 3 and 4 are considered to be transactions with related parties. The acquisitions of AHI Film Inc., AHI Records Inc. and San Lotus Holding Inc. (BVI) in note 13 are also considered to be transactions with related parties.

NOTE 7. CAPITAL STOCK

Common Stock

Holders of common stock are entitled to one vote for each share held. There are no restrictions that limit the Company’s ability to pay dividend on its common stock. The Company has not declared any dividend since incorporation.

Capital Stock

	Apr. 21, 2015	Jun. 25, 2015	Aug. 19, 2015
Common Shares Issued	6,195,484	29,464,575
Value of Common Shares Issued	3,384,450	18,191,790
Common Shares Canceled			77,338,782
Reason	See a	See b	See c

a) To a former director to settle the note payable as outlined in Note 6 (b).

b) To settle promissory note payable to Mao Ren Sellers as outlined in Note 5.

c) As outlined in Note 6(a).

There are no capital transactions during fiscal 2016.

NOTE 8. COMMITMENTS AND CONTINGENCIES

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

Future minimum lease payments under non-cancellable operating leases as of December 31, 2016 are as follows:

Minimum lease payments

	As of December 31, 2015
	Year Ended Dec. 31, 2017 (USD)	Year Ended Dec. 31, 2018 (USD)	Total
	2016	2017	2018	Total
Minimum lease payments	29,701	31,168	60,869
Minimum lease payments (USD)	88,815	90,015	59,846	238,676

F-11

Rental expenses

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

	Year Ended Dec. 31, 2016 (USD)	Year Ended Dec. 31, 2015 (USD)
Rental expenses	35,012	31,669

~~NOTE~~b) As 8outlined ~~SUBSEQUENT~~in ~~EVENTS~~Note 5, the Company could not locate the third group of creditors and could not settle any of their debts. Should these creditors come forward to claim their debt, there is a risk that the Company would be obligated to settle with these creditors and the potential obligation could result in a liability to the Company. As at the date of these financial statements, the Company cannot reasonably estimate the amount of any contingent payments to these creditors.

On November 27, 2015, the court has enforced and executed the land located in Yilan with the auction price of NTD$ 540,256,000. The court has not decided how to distribute the proceeds to the Company. The Company is unable to require further information to determine the amount at this point. F-8

~~F-12~~NOTE 9. SEGMENTED INFORMATION

49The Company has two principal reportable segments, one of which is considered to be discontinued operations as at December 31, 2016. These reportable segments were determined based on the nature of products and services offered. Reportable segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

Subsequent to December 31, 2016, the Company acquired media assets by way of acquiring AHI Film. During fiscal 2016, the Company advanced $904,869 to AHI Film. As at December 31, 2016, the Company performed an impairment test on these advances and decided to record an allowance for doubtful balance on this account due to uncertainty on the ultimate benefit of these advances to the Company.

Business Segments

	Year Ended Dec. 31, 2016 (USD)	Year Ended Dec. 31, 2015 (USD)
Travel Services	12,580	(35,928)
Real Estate	(596,452)	(394,911)
Impairment of advances to AHI Film	(904,869)	0
Net income (loss)	(1,488,741)	(430,839)

The following table lists the Company’s capital assets by geographical area:

Geographical Areas

	Dec. 31, 2016 (USD)	Dec. 31, 2015 (USD)
U.S.A.	0	61,663
Taiwan	5,956,385	5,829,841
Capital assets	5,956,385	5,891,504

NOTE 10. CONCENTRATIONS

Credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents. The Company places its cash with high quality financial institutions. The majority of the Company’s cash is deposited with banks in Taiwan. The government-owned Central Deposit Insurance Corporation in Taiwan provides deposit insurance coverage limit of up to NTD3,000,000 per depositor.

NOTE 11. INCOME TAXES

The Company's Loss before income tax consisted of:

Loss before income tax

	Year Ended Dec. 31, 2016 (USD)	Year Ended Dec. 31, 2015 (USD)
U.S.	(541,786)	(148,765)
Taiwan	(946,952)	(246,146)
Loss before income tax	(1,488,741)	(394,911)

A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

Income Tax Reconciliation

	Year Ended Dec. 31, 2016 (USD)	Year Ended Dec. 31, 2015 (USD)
Earnings (loss) for the year	(1,488,741)	(394,911)
Expected income tax (recovery)	(593,000)	(157,000)
Change in statutory, foreign tax, foreign exchange rates and other	217,000	104,000
Permanent Difference	0	48,000
Change in unrecognized deductible temporary differences	376,000	5,000
Total income tax expense (recovery)	0	0

The significant components of the Company’s deferred tax assets that have not been included on the consolidated statement of financial position are as follows:

Deferred Tax Components

	Dec. 31, 2016 (USD)	Dec. 31, 2015 (USD)
Property and equipment	0	30,000
Long term receivables	1,994,000	1,810,000
Non-capital losses available for future period	630,000	391,000
Deferred Tax Assets (liabilities)	2,624,000	2,231,000
Valuation allowance	(2,624,000)	(2,231,000)
Net deferred tax assets	0	0

Non-capital losses available

	Jan. 1, 2016 to Dec. 31, 2025	Jan. 1, 2017 to Dec. 31, 2026	Jan. 1, 2021 to Dec. 31, 2025	Jan. 1, 2021 to Dec. 31, 2026
	Taiwan	Taiwan	USA	USA
Non-capital losses available for future period	719,000	853,000	675,000	1,217,000

F-9

NOTE 12. RESTATEMENT AND CORRECTION OF ERRORS

Subsequent to the issuance of the Company’s 2015 consolidated financial statements on March 31, 2016, the Company became aware of errors in its determination of certain previously reported amounts in its 2015 consolidated financial statements related to the acquistion of XO and Mao Ren and the application of its revenue recognition policy. These errors were related to the measurement of the purchase price allocation on acquistion dates and the subsequent measurement of these amounts as well as the recognition policy of the revenue from the travel services business. The Company has also identified other adjustments that have been corrected as part of this restatement, including classification of related party balances, and adjustments to accounts receivable and unearned revenue related to errors in revenue recognition. The errors in revenue recognition are related to the fact that the Company booked revenue on a gross basis instead of net basis in accordance with ASC 605-45 Revenue Recognition: Principal Agent Considerations. The purchase price allocation has been adjusted to reflect the carrying amounts to the seller of Mao Ren. The Company determined its previously issued consolidated financial statements should be restated to correct these errors. The following tables summarize the impact of the restatement on our previously reported consolidated balance sheets, consolidated statementof comprehensive loss, consolidated statementof stockholders’ equity and consolidated statementof cash flows for the year ended December 31, 2015.

Consolidated balance sheets

	Dec. 31, 2015
	As previously reported	Adjustments	As currently reported (Restated)
	(USD)	(USD)	(USD)
Current assets
Cash	136,125	0	136,125
Accounts receivable	469,008	(250,652)	218,356
Prepaid expenses and other current assets	0	32,380	32,380
Current assets	605,133	(218,272)	386,861

Goodwill	1,145,848	(1,145,848)	0
Due from related parties	0	172,409	172,409
Long term receivables	26,967,654	(9,777,282)	17,190,372
Fixed assets	5,891,504	0	5,891,504
Other assets	6,882	0	6,882
Total assets	34,617,021	(10,968,993)	23,648,028
Current liabilities
Accounts payable and accrued liabilities	366,462	(42,480)	323,982
Due to related party	0	153,284	153,284
Unearned revenue	295,803	(234,859)	60,944
Current liabilities	662,265	(124,055)	538,210

Share capital	42,003,333	0	42,003,333
Additional paid-in capital	24,000	0	24,000
Treasury stock	(1,815,415)	(462,360)	(2,277,775)
Deficit	(3,745,612)	(11,248,002)	(14,993,614)
Accumulated other comprehensive loss	(2,511,550)	865,424	-,1646126
Liabilities and Equity	34,617,021	(10,968,993)	23,648,028

Consolidated statements of loss and comprehensive loss

	Year Ended Dec. 31, 2015
	As previously reported	Adjustments	As currently reported (Restated)
	(USD)	(USD)	(USD)
Revenue	1,046,380	-810,977	235,403
Cost of sales	496,071	-496,071	0
Gross profit	550,309	-314,906	235,403
General and administrative expenses	596,324	-	596,324
Loss from operations	-46,015	-314,906	-360,912

Interest income	101	0	101
Gain on sale of fixed assets and investment	39,121	0	39,121
Other income	13,453	0	13,453
Impairment of goodwill	0	-121,793	-121,793
Loss before income taxes	6,660	-436,699	-430,039
Income tax expense	-800	0	-800
Net income (loss) for the year	5,860	-436,699	-430,839
Basic and diluted loss per share	0	-0.01	-0.01
Weighted average number of common shares outstanding	9,161,741	62,418,047	71,579,788
Net income (loss)	5,860	-436,699	-430,839
Foreign exchange translation	-2,343,270	865,422	-1,477,848
Total comprehensive loss	-2,337,410	428,723	-1,908,687

Consolidated statement of stockholders’ equity

	Dec. 31, 2015
	As previously reported	Adjustments	As currently reported (Restated)
	(USD)	(USD)	(USD)
Share capital	42,003,333	0	42,003,333
Additional paid-in capital	24,000	0	24,000
Treasury stock	(1,815,415)	(462,360)	(2,277,775)
Deficit	(3,745,612)	(11,248,002)	(14,993,614)
Accumulated other comprehensive loss	(2,511,550)	865,424	(1,646,126)
Total Equity	33,954,756	(10,844,938)	23,109,818

Consolidated statements of cash flows

	Year Ended Dec. 31, 2015
	As previously reported	Adjustments	As currently reported (Restated)
	(USD)	(USD)	(USD)
Net cash used in operating activities	(603,504)	31,728	(571,776)
Net cash from investing activities	738,785	2,076	740,861
Net cash from financing activities	0	24,091	24,091
Effect of exchange rate on cash	(12,315)	(57,817)	(70,210)
Change in cash during the year	122,966	0	122,966
Cash, beginning of the year	13,159	0	13,159
Cash, end of the year	136,125	0	136,125

NOTE 13. SUBSEQUENT EVENTS

On August 31, 2016, we entered into an agreement (Agreement I) to purchase all outstanding shares of AHI Film Inc. from Chang, Hsin-Yu (the “Seller”), the sole shareholder of AHI Film and AHI Film’s creditor’s right from Yu, Chien-Yang, a former director and major shareholder. During fiscal 2016, the Company advanced funds to AHI Film totaling amount as shown below. Due to uncertainty in the recoverability of the advances and the ultimate benefit of the assets to the Company acquired from AHI Film, an allowance was recorded for the full amount of funds advanced. The Company determined that the acquisition of AHI Film will be an asset acquisition upon closing of the transaction. Details of the AHI Film Inc. transaction are as follow:

AHI Film Inc.

Closing date	January 1, 2017
Number of shares acquired	10,000
Consideration paid for shares (USD)	$1
Advance to settle creditor’s right in 2016 (USD)	$904,869

On August 31, 2016, we entered into an agreement (Agreement II) to purchase all outstanding shares of AHI Records Inc. from Chang, Hsin-Yu (the “Seller”), the sole shareholder of AHI Records Inc. (“AHI Records”) and AHI Records’ creditor’s right from Yu, Chien-Yang, a former director and major shareholder. The Company determined that the acquisition of AHI Records will be an asset acquisition upon closing of the transaction. Details of the AHI Records Inc. transaction are as follow:

AHI Records Inc.

Closing date	January 1, 2017
Number of shares acquired	10,000
Consideration paid for shares (USD)	$1

On August 31, 2016, we entered into an agreement (Agreement III) to purchase all outstanding shares of San Lotus Holding Inc. registered in British Virgin Islands (the “BVI Company”) from Chang, Hsin-Yu (the “Seller”), the sole shareholder of the BVI Company and the BVI Company’s creditor’s right from Yu, Chien-Yang, a former director and major shareholder. The Company determined that the acquisition of the BVI Company will be an asset acquisition upon closing of the transaction. Details of the the BVI Company transaction are as follow:

BVI Company

Closing date	January 1, 2017
Number of shares acquired	50,000
Consideration paid for shares (USD)	$1

In connection with the transactions outlined above, the Company effectively acquired ancillary assets and know-how to augment the two main operating segments to the Company’s main businesses. These ancillary assets and know-how included the following:

a) Media assets including a feature motion-picture, video footages and albums – these were acquired via the transaction with AHI Film and AHI Records. The motion picture produced by AHI Film is currently in post-production stage. During fiscal 2015, AHI Film acquired 15 subsidiaries which were all involved in TV and film production. In connection with the acquisition of these 15 subsidiaries, the Company also assumed the debt that these companies had incurred.

b) Proprietary research knowledge – the proprietary knowledge was acquired via the transaction with the BVI Company. The BVI Company engaged two consulting firms which provided research on tourism development in Japan.

Subsequent to December 31, 2016, the Company advanced an additional $6,047,831 to AHI Film to pay off the creditors of AHI Film, AHI Records and the BVI Company. These creditors are mainly Yu, Chien-Yang and Chen, Kuan-Yu who are considered to be related parties.

The Company performed an impairment test on the assets acquired after acquisition and determined that the full balance of the assets are to be impaired due to the uncertainty in the ultimate benefit to the Company. The Company decided to purchase these assets to reimburse the original creditors for their advances and expenses paid on behalf of these companies.

On December 31, 2016, we entered into a stock purchase agreement (“Agreement IV”) with Wu, Ting-Kuang (the “Seller”), the sole shareholder of Da Ren International Insurance Brokers Co. Ltd. (the “Da Ren Insurance”), to purchase the outstanding 300,000 shares of Da Ren Insurance (the “Da Ren Insurance Shares”) in exchange for NTD$10,500,000, and the transaction under Agreement IV has not been closed to date. The Company determined that the acquisition of Da Ren Insurance will be an asset acquisition upon closing of the transaction.

F-10

ITEM 1. BUSINESS

ITEM 1A. RISK FACTORS

ITEM 1B. UNRESOLVED STAFF COMMENTS

ITEM 2. PROPERTIES

ITEM 3. LEGAL PROCEEDINGS

ITEM 4. MINE SAFETY DISCLOSURES

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 6. SELECTED FINANCIAL DATA

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

ITEM 9A. CONTROLS AND PROCEDURES

ITEM 9B. OTHER INFORMATION

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 11. EXECUTIVE COMPENSATION

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

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

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

ITEM 15. EXHIBITS, FINANCIAL STATEMNET SCHEDULES.

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