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, ~~2016~~2017

¨☐ 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 333-199965

HO WAH GENTING GROUP LIMITED

(Exact name of registrant as specified in its charter)

Nevada		47-1662242
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Wisma Ho Wah Genting, No. 35, Jalan Maharajalela, 50150 Kuala Lumpur, Malaysia		N/A
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code		+ 603 – ~~2141~~2148 - ~~6422~~1089

Computron, Inc.

1 East Bedell Street Freeport, NY 11520

(Former name, former address and former fiscal year, if changed since last report)

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 Act. Yes ¨ ☐ No x ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

¨ ☒ Yes x ☐ No

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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

¨ ☐ Yes x ☒ No

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

Large accelerated filer ¨☐ Accelerated filer ¨☐ Non-accelerated filer ¨☐ (Do not check if a smaller reporting company) Smaller reporting company x☒ Emerging growth company ¨☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

~~Indicate~~As byof ~~check~~the ~~mark~~last ~~whether~~business day of the registrant’s most isrecently acompleted ~~shell~~second ~~company~~fiscal ~~(as~~quarter, ~~defined~~the inaggregate ~~Rule~~market ~~12b~~value of the registrant’s voting common stock held by non-2affiliates of the ~~Act~~registrant was approximately $112,693,849 (computed using the closing sales price of $1.02 per share of common stock on such date). ¨For ~~Yes~~the xpurposes Noof this calculation, shares owned by officers, directors and persons known to the registrant to own 10% or more of the outstanding voting power of the registrant have been deemed to be owned by affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

AsIndicate ofby ~~April~~check 6,mark ~~2017,~~whether the ~~Registrant~~registrant ~~has 1,000,055,532~~is ~~shares~~a ofshell ~~common~~company ~~stock~~(as ~~outstanding~~defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

As of April 13, 2018, the Registrant has 500,027,774 shares of common stock outstanding.

TABLE OF CONTENTS

PART I	2	2
ITEM 1. – Description of the Business	2	2
ITEM 1A – Risk Factors	5	6
ITEM 1B – Unresolved Staff Comments	14	7
ITEM 2 – Properties	14	7
ITEM 3 – Legal Proceedings	14	7
ITEM 4 – Mine Safety Disclosures	14	7
PART II	14	7
ITEM 5 – Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14	7
ITEM 6 – Selected Financial Data	15	8
ITEM 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	16	9
ITEM 7A – Quantitative and Qualitative Disclosures about Market Risk	19	12
ITEM 8 – Financial Statements and Supplementary Data	~~F-1~~	F-1
ITEM 9 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	20	13
ITEM 9A – Controls and Procedures	20	13
PART III	21	14
ITEM 10 – Directors, Executive Officers and Corporate Governance	21	14
ITEM 11 – Executive Compensation	23	16
ITEM 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	24	17
ITEM 13 – Certain Relationships and Related Transactions and Director Independence	24	17
ITEM 14 – Principal Accountant Fees and Services	25	19
PART IV	26	20
Item 15 – Exhibits, Financial Statement Schedules	26	20
SIGNATURES	27	21

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K ( this “Report”) contains forward-looking statements, including, without limitation, in the sections captioned “Description of the Business,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding (i) the plans and objectives of management for future operations, (ii) a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items, (iii) our future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), and (iv) the assumptions underlying or relating to any statement described in points (i), (ii), or (iii) above.

Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances or otherwise.

Readers should read this Report in conjunction with our financial statements and the related notes thereto in this Report, and other documents which we may file from time to time with the SEC.

The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, our inability to obtain adequate financing, the significant length of time and resources associated with the development of our products and services and related insufficient cash flows and resulting illiquidity, our inability to expand our business, significant government regulation of our industry, existing or increased competition, results of arbitration and litigation, stock volatility and illiquidity, and our failure to implement our business plans or strategies. When considering such forward-looking statements, you should keep in mind the factors described in Item 1A. “Risk Factors” and other cautionary statements contained in this Report. A description of some of the risks and uncertainties that could cause our actual results to differ materially from those described by the forward-looking statements in this Report includes the following:

•● our relationship with, and our ability to acquire members, and to influence the actions of, our members of our Exclusive Travel Membership (defined below);

•● improper action by our employees or members of our Exclusive Travel Membership in violation of applicable law;

•● adverse publicity associated with our products or services, including our ability to comfort the marketplace and regulators regarding our compliance with applicable laws;

•● changing consumer preferences and demands;

•● our reliance upon, or the loss or departure of any member of, our senior management team which could negatively impact our member relations and operating results;

•● the competitive nature of our businesses;

•● regulatory matters governing our products and services, including potential governmental or regulatory actions concerning our products and services, risks associated with operating internationally and the effect of economic factors, including foreign exchange, inflation, disruptions or conflicts with our partners, pricing and currency devaluation risks;

•● uncertainties relating to the application of transfer pricing, duties, value added taxes, and other tax regulations, and changes thereto;

•● adverse changes in the Malaysian economy;

•● our dependence on increased penetration of existing markets;

•● our reliance on our information technology infrastructure and outside service providers and strategic partners;

•● the sufficiency of trademarks and other intellectual property rights;

•● changes in tax laws, treaties or regulations, or their interpretation; and

•● share price volatility related to, among other things, speculative trading and certain traders shorting our common shares.

PART I.

ITEM 1. Description of the Business

Corporate History

We were incorporated in Nevada as Computron, Inc. on August 22, 2014. Our original business was to engage in computer support services.

On October 28, 2016, (i) we changed our name to Ho Wah Genting Group Limited and (ii) we increased our authorized capital stock from 75,000,000 shares of common stock, par value $0.0001, to 1,500,000,000 shares of common stock, par value $0.0001 (the “Common Stock”) by filing an Amended and Restated Articles of Incorporation (the “Restated Articles”) with the Nevada Secretary of State. The Company’s name change to “Ho Wah Genting Group Limited” became effective on FINRA’s Over-the-Counter Bulletin Board on November 8, 2016 under the new stock ticker symbol “HWGG”.

We consummated a transaction evidenced by a Share Exchange Agreement dated November 4, 2016, by and among us, Ho Wah Genting Group Sdn. Bhd, a Malaysian private company limited by shares formed in September 2, 1985 (“HWGG”), and the shareholders of HWGG (“HWGG Shareholders”) pursuant to which we acquired from the HWGG Shareholders all of the issued and outstanding equity interests of HWGG in exchange for 560,000 shares of our Common Stock (“Share Exchange”). As a result of the Share Exchange, the HWGG shareholders, as the former shareholders of HWGG, became our controlling shareholders and HWGG became a wholly owned subsidiary of ours. The Share Exchange was accounted for as a reverse takeover/recapitalization effected by a share exchange, wherein HWGG was considered the acquirer for accounting and financial reporting purposes. In accordance with “reverse acquisition” accounting treatment, our historical financial statements as of period ends, and for periods ended, prior to the acquisition, were replaced with the historical financial statements of HWGG prior to the Share Exchange.

As a result of the Share Exchange, and pursuant to our Split-Off Agreement dated November 4, 2016 with our former controlling shareholder prior to the Share Exchange, we discontinued our pre-exchange business, acquired the business of HWGG and continued the existing business operations of HWGG as a publicly traded company.

On July 12, 2017, our Board of Directors authorized and approved an amendment to our Amended and Restated Articles of Incorporation, which authorized a two-to-one reverse stock split of our outstanding common stock, par value $0.0001 per share, with a record date of July 14, 2017. In connection with the reverse stock split, the Board of Directors also authorized and approved a related increase in the par value of the HWGG common stock from $0.0001 per share to $0.0002 per share. On August 9, 2017 we received approval from the Financial Industry Regulatory Authority to effectuate the Reverse Split at the open of business on August 11, 2017. At such time, our trading symbol will temporarily change to “HWGGD.” The added “D” will remain for 20 business days after which our trading symbol will revert to “HWGG.” When the reverse stock split became effective, every two shares of our pre-split issued and outstanding common stock, par value 0.0001 per share, automatically converted into one post-split share of our common stock, par value 0.0002 per share, and with a corresponding reduction of the number of shares of common stock we are authorized to issue, and a related increase in par value. All fractional shares which would otherwise result from the reverse stock split was rounded up.

As used in this Report, references to the “Company,” the “Registrant,” “we,” “our” or “us” refer to Ho Wah Genting Group Limited and its wholly owned subsidiary, HWGG, unless the context otherwise indicates.

Our Current Business

We are ~~an investment holding company~~ currently engaged in promoting entertainment membership, junket operating and marketing of real estate property through our wholly owned subsidiary HWGG.

One of the main products we offer is an exclusive travel membership that focuses on travel and entertainment around the world (“Exclusive Travel Membership”). We strive to serve our member’s every travel need by offering our members discounted vacation packages, hotel and room accommodations, flight arrangements and various on ground transportation means. We are developing our website and mobile application so members can purchase our membership packages online via their computer and mobile device. Currently, a person can purchase a member package at our sales office in Kuala Lumpur, Malaysia. Member packages include products and points that carry a value that approximates the package price. Each member package is available in English and Chinese and typically includes booklets describing us, our compensation plan and rules of member conduct, various training and promotional materials, member applications and a product and services catalog. The price of a member package varies by package type and provides a low cost entry for incoming members. On June 19, 2015, we began offering the following four member packages:

•● Holiday Card Member

•● Classic Card Member

•● Gold Card Member

•● Black Card Member

The Holiday Card Member package was our entry based package, designed for members that wished to try or test our products and services for no annual fee. Holiday Card members had access to our Local and International Membership Subscription, value travel packages and accommodation booking services. This package was terminated in 2017.

The Classic Card Member package is our mid-level entry package and is designed for members that wish to earn extra benefits in addition to those available under our former Holiday Card Member package. It requires a yearly subscription payment of US$8,000 for our International Membership Subscription, or RM 20,000 for our Local Membership Subscription. It provides members up to 12% discount rewards per annum and access to our entertainment services, air ticket purchase services, value travel packages and accommodation booking services.

The Gold Card Member package is our advanced entry-level package. This package provides members up to 13.2% discount rewards per annum and access to our travel arrangement services, entertainment services, air ticket purchase services, value travel packages and accommodation booking services. It requires a yearly subscription payment of US$16,000 for our International Subscription or RM 50,000 for our Local Membership Subscription.

The Black Card Member package is our professional entry-level package. It requires a yearly subscription payment of US$32,000 for our International Membership Subscription or RM 100,000 for our Local Membership Subscription. It provides members up to 14.4% discount rewards per annum and access to our travel arrangement services, entertainment services, air ticket purchase services, value travel packages and accommodation booking services.

Members’ subscription amount will be converted into member redemption points (“MRP”) on an equivalent basis. MRPs can be utilized to purchase products and services offered by us and our partnering company Ho Wah Genting Holiday SDH BHD, a Malaysian corporation (“HWGH”), which pursuant to our Travel and Junket Service Contract dated April 1, 2016, provides travel agency services and prepares tour packages, hotel bookings, and transportation arrangements to offer HWGG’s members and customers. We will recognize revenue from our Exclusive Travel Membership once our members utilize their MRPs on such services and facilities. Discount rewards will be calculated based on month end point balance and rewarded based on month end MRP balance. Discount rewards can be exchanged for entertainment vouchers at selected destinations. All of our membership options terminate after twelve (12) months.

~~Since~~We ~~launching~~have ~~our~~launched ~~membership~~limited ~~program~~time inoffer ~~Malaysia~~(ended inon ~~2015~~December 31, 2017) of Resort Club Membership (“RCM”) exclusively designed to meet the demands of those seeking for a membership with ~~minimal~~great ~~promotion~~value, wewealth ~~have~~generation ~~generated~~and ~~252~~a ~~active~~wide ~~members~~selection asretreats. RCM is a premier exclusive club offering an elegant and welcoming ambience for all who seek for the perfect resort club membership. RCM is committed to the highest levels of ~~December~~comfort 31and cuisine, exceptional ~~2016~~venues ~~with~~and ~~the~~an ~~following~~unmatched ~~breakdown~~level of personal service. The RCM consist of three membership packages: (i) Platinum; (ii) World; & (iii) Prestige.

•	Holiday Card Members Card	:	22
•	Classic Card Members	:	110
•	Gold Card Members	:	76
•	Black Card Members	:	44

The Platinum Card Member package starting from subscription payment of US$1,500. It provides members up to 6 nights free stay with the Hotel Suite. Members can enjoy up to 10% discount on hotel booking at Ho Wah Genting Resort which located on the west coast of the Peninsula Malaysia. Members also can earn a yearly discount rewards of 6% per annum.

The World Card Member package starting from subscription payment of US$7,500. It provides members up to 12 nights free stay with the Hotel Suite or Cruise Hotel. Members can enjoy up to 20% discount on hotel booking at Ho Wah Genting Resort which located on the west coast of the Peninsula Malaysia. Members also can earn a yearly discount rewards of 9% per annum.

The Prestige Card Member package starting from subscription payment of US$15,000. It provides members up to 18 nights free stay with the Hotel Suite or Cruise Hotel or Water Chalets. Members can enjoy up to 30% discount on hotel booking at Ho Wah Genting Resort which located on the west coast of the Peninsula Malaysia. Members also can earn a yearly discount rewards of 12% per annum.

We have generated 223 active members as of December 31, 2017 with the following breakdown:

●	Classic Card Members	:	77

●	Gold Card Members	:	44

●	Black Card Members	:	79

●	Platinum Card Members	:	15

●	World Card Members	:	3

●	Prestige Card Members	:	5

With our group’s foresight of the rising competition in the leisure and gaming industry, our main priority is to develop and acquire a unique premium market database via online subscription to our membership program. With the Asian market in sight, we believe a huge database of users will result in better negotiation leverage to secure the best deals for our members, thereby fortifying our unique selling propositions.

In connection to our Exclusive Travel Membership, we also provide junket operating services by promoting premium market players to our partner’s resorts and cruise lines. We currently have an agreement to operate as a licensed junket operator for Genting Malaysia Berhad, a Malaysian public company involved in the leisure and hospitality business covering theme parks, gaming, hotels, seaside resorts and entertainment for over fifty years throughout Asia, and Genting Hong Kong Limited, a Hong-Kong based investment holding company principally engaged in cruise businesses. To date, HWGG is an approved junket operator and local group casino rebate programme for Genting Malaysia Berhad’s casino in Peninsular Malaysia and Genting Hong Kong Limited’s entire Star Cruises Fleet and Resorts World Manila. Pursuant to the Travel and Junket Service Contract, we shared 50% of the commission earned through certain junket operations with HWGH. Starting 2017, HWGG takes 100% of the junket commission from its operations with HWGH. Our Exclusive Travel Membership members may exchange their MRPs for junket services at various leisure entities such as resorts and cruises offered by our strategic partners. HWGG earns an average of 1.0% - 1.5% for the rolling activities of our players.

With such an attractive line-up of privileges and benefits exclusively available to our members, we believe our membership program will stand out as a popular product in Asia’s premium entertainment market. Our Exclusive Travel Membership will further add value to the company as we progress into a future that is increasingly dominated by big data technologies.

Marketing Plan, Overview and Business Strategy

According to the World Travel and Tourism Council, travel and tourism total contribution which include direct, indirect and induced generated $78.63 trillion (USD) and ~~277~~313 million jobs for the global economy in ~~2014~~2017. In ~~that same year~~2018, the World Travel and Tourism Council ~~also~~is ~~noted~~expected ~~that~~to attract 1.4 billion international tourist arrivals. ~~also~~By ~~surged~~2028, ~~reaching~~international ~~nearly~~tourist 1arrivals are forecast to total 2.141 billion, ~~46%~~generating expenditure of ~~which~~$2,311.4 ~~were~~(USD) ~~visitors~~billion, ~~from~~an ~~emerging~~increase ~~economies~~of ~~(up from 38~~4.1% inper ~~2000)~~annum.

Through our Exclusive Travel Membership, we intend to tap the travel and tourism industry, particularly through Asia’s emerging markets. We currently provide service arrangements to our partners’ exclusive entertainment lounges located in Malaysia, Singapore, Philippines, and China. Through the growth of our membership, we believe we will gain better negotiation power for the best travel deals for our members, enhancing our unique selling points, products and services that we offer our customers.

As China reigns supreme as Asia’s biggest superpower, it is the biggest market when it comes to membership acquisition due to its large population and huge spending power. We believe China will be one of the biggest contributors to our Company’s revenue due to our strategic partner’s fleet of cruises launched in the China region.

We also believe our junket operation business will be a huge contributor to our future revenue. According to the ~~Statistic~~Research ~~Portal~~And Markets, ~~in 2012~~ the ~~global~~Casino ~~casino~~games ~~gaming~~ market was ~~projected~~US to129 billion in 2016 and ~~have~~is estimated to reach USD 191 billion by 2022 at a ~~volume~~compound annual growth rate of ~~$131~~6.358% ~~billion~~during ~~(USD)~~the period.. Based on Business Wire News, Asia comprises sixty percent of the world population and is home to many of the world’s top ten biggest casinos by gambling revenue, which are located in Macau and Singapore.

We believe in our strategic partner’s vision of not only promoting the gaming industry but also marketing family focused entertainment, such as entertainment parks, shopping malls and concerts. This diverse marketing approach of our partners will help attract not only the premium market but also satisfy the mass market as well. Since the Company promotes our strategic partners’ resorts and cruises, any promotion of these entertainment and travel destinations will indirectly benefit the Company. This is a distinct advantage for the Company as it builds our market exposure for our products.

To ensure that our Exclusive Travel Membership and junket operation services become known throughout Asia, we plan to release and promote information through word of mouth, promotion and organizing events to further increase our brand recognition.

Competition and Competitive Strengths

Our competition, which is strong and increasing, includes online and offline travel companies that target leisure and corporate travelers, including travel agencies, tour operators, travel supplier direct websites and their call centers, consolidators and wholesalers of travel products and services, large online portals and search websites, certain travel metasearch websites, mobile travel applications and social media websites, as well as traditional consumer eCommerce and group buying websites. We face these competitors in local, regional, national and/or international markets. Many of our competitors are well established, substantially larger and have substantially greater market recognition, greater resources and broader capabilities than we have. There can be no assurance that we will be able to compete successfully against current and future competitors. The competitive pressures that we face may have a material adverse effect on our business, prospects, financial condition and results of operations.

We believe that while we currently may have disadvantages in the travel and entertainment market, the growth of this market will allow us to earn additional market share if we can expand our membership database and maintain reliable, responsive, and quality service to our Exclusive Travel Membership members and partners.

We intend to use our expertise in the Asian markets and a user-friendly website to compete with the major competitors in this field. We plan to compete on the basis of ease of use, pricing and customer preference.

Junket operation is a niche market, competition is not high, however, it requires a substantial network of high-roller tourists in order to attract VIP players. By providing discount rewards, high quality services and with the continuously growing network that our senior management has, we believe that we are able to pull the necessary VIP players to be successful.

Real Estate Investment Business

Prior to entering the entertainment and travel industry, HWGG was primary engaged in residential and commercial property investment and development in Kuala Lumpur, Malaysia. Throughout the years, we have been approached by property developers and investors requesting that we study property projects in Malaysia. Our portfolio currently consists of a condominium in Kuala Lumpur, Malaysia which generates rental income for us. We may sell or purchase further properties, if opportunities arise that we believe will maximize our overall asset values.

According to ~~local~~Knight ~~news~~Frank ~~sources in~~ Malaysia, ~~Malaysia’s property~~a ~~market~~unit ~~has~~of ~~softened considerably in 2015 due to cooling measures implemented by its government including stricter and~~London-based ~~more~~Knight ~~stringent~~Frank ~~loan~~LLP, ~~requirements. According to a report published by~~ Malaysia’s ~~Real~~property ~~Estate~~market ~~and~~is ~~Housing~~expected ~~Developers Association, loan rejection rates have been reported~~ to beremain assluggish ~~high~~in asthe ~~70%,~~first ~~negatively~~six ~~impacting~~months ~~the~~of ~~country’s property market~~2018. AThe ~~Goods~~market ~~and~~continued ~~Services~~to ~~Tax~~be ~~(“GST”)~~weak ~~was~~in ~~implemented across~~ the ~~board~~second onhalf ~~April~~of 1,2017 ~~2015,~~with ~~and~~oversupplied ~~property~~position ~~transactions~~ in the ~~first quarter~~main ofsub-sectors ~~the~~such ~~year~~as ~~fell~~high-end ~~by 4.6%~~residential, ~~from 92,900 for the same period in 2014. New property prices are estimated to have increased~~ byoffice ~~3.97%~~and ~~due to higher material costs~~retail. ~~While~~During ~~Malaysia’s property market has achieved relative stability compared with~~ the ~~bull~~ ~~run~~second half of ~~recent years~~2017, itthe isdevelopers ~~perceived~~continued ~~that~~shifting ~~this~~their isfocus ~~largely due~~ to the ~~economic~~middle-income ~~situation in the country~~ and ~~not~~affordable housing ~~due~~segments to ~~the implementation~~cater ofto ~~GST.~~a ~~Domestic~~wider ~~buyers~~target ~~are~~catchment ~~increasingly~~amid ~~unable~~challenges toin ~~enter~~ the ~~property~~high-end market. atDespite ~~affordable~~the ~~levels~~current ~~which~~challenges ~~has resulted~~ in the ~~market~~retail ~~stagnation~~industry, inKnight ~~certain~~Frank ~~regions~~Malaysia offoreseen ~~Malaysia.~~the ~~The~~mid ~~Ringgit~~to ~~Malaysia~~longer ~~fell~~term atprospect aremains ~~16-year~~positive ~~low~~as ~~has~~more ~~caused~~retailers embrace the ~~property~~concept ~~investment market~~of to“clicks ~~subdue~~and ~~due~~mortar” toamid ~~market~~the ~~uncertainties~~e-commerce boom.

Notwithstanding these measures, we expect the housing market to remain resilient and sustainable in the near future. According to an article published by Asean Today, properties in Malaysia will hit a peak by year 2020. Surveys conducted by local reputable firms specializing in analyzing Malaysian investment behavior, noted that Malaysians prefer to invest in property due to higher yields on rental, good appreciation, retirement plan, for better environment and for affordable pricing. Our management believes that foreign investors actually favor Malaysian property due to Malaysia’s modern and sophisticated infrastructure that is being further enhanced by government initiatives to facilitate foreign investment in Malaysia, including tax incentives and easing of laws governing foreign ownership of property. We believe that the property cycle has or will be reaching its bottom line soon and the cycle will turn within these few years. Even with a slowdown in property transaction, our management believes the price of the properties does not drop much (most of the properties either go up in price or remain unchanged) and that real estate investment remains attractive to foreign buyers due to Malaysian’s weaker ringgit (which mean the properties in Malaysia are relatively cheap to foreign investors). All this information provides assurance to us that the property sector in Malaysia remains solid and that now is the best time to invest in this industry. We also believe that by remaining in the property investment industry, we will capture this market by building our brand name.

We may not be able to compete with the big companies at our current stage. Our competitors may have larger financial capacities, greater resource availability, and more diversification in terms of their property portfolios and experience. Our competitive strategies will focus on the following key areas: lease and sales strategy, target local market (mostly mid income earner), target foreign market (partly mid income earner and partly high income earner) and strategize location with a reasonable pricing.

We have engaged project managers to look into enhancing this sector of our business and are in the early state of exploring and planning our next property investment project. On November 23, 2016, we acquired rights to purchase 202 units in a condominium development scheduled to be completed no later than December 31, 2017 in Negeri Johor, Malaysia, at 40% below market price. Pursuant to such agreement, we are able to resale the units to ~~customers~~ customers at market price. We ~~will~~expected to earn approximately 40% of the gross revenue for each unit that we are able to sell by December 31, 2017 and would not have noany further obligations to purchase any units that we are unable to find customers for. However, this expired on December 31, 2017, and we did not acquire the property.

Information Technology Business

On June 25, 2015, HWGG acquired 65% of the equity interests of Beedo SDN BHD, a Malaysian corporation that specializes in information technology services (“Beedo”). On July 7, 2015, Beedo increased its issued and paid-up shares from 2,500 to 1,000,000. HWGG acquired an additional 508,375 shares on that date, making its balance of shares 510,000 and effectively diluting its ownership in Beedo from 65% to 51%. On August 12, 2016, HWGG completed the disposal of its subsidiary, Beedo, by wholly transferring the shares it owns to a related party, Dato’ Lim Hui Boon, for the consideration of $118,881 (RM 510,000). Since selling its interest of Beedo, we no longer participate in the information technology services industry.

Long Term Plans

Our long term plan is to expand our travel and entertainment and junket operation business throughout Asia and to the United States, particularly in Las Vegas, Nevada. To achieve this, we will continue to make improvements on our Exclusive Travel Membership and network of VIP players and receive feedback from our members and strategic partners. We will also need to conduct further research and studies to better understand the travel and tourism business and junket operator requirements in those markets.

Additionally, we plan to create an online gaming platform to enhance our membership services. The global online gambling market is expected to grow at a rate of up to 11% from 2016 to 2020, according to Technavio’s report as released in late 2015. The American Gaming Association says the online gambling market is currently valued at approximately US $37 billion annually, and 85 countries have chosen to legalize Internet gambling. With regard to the United States, only a few states have permitted online casino gambling to date, including Nevada, New Jersey and Delaware. A significant share of global online gambling revenue comes from Europe. According to the European Commission, the online gambling market is about $15 billion per year, and it is growing at a rate of approximately 15% on an annual basis. We believe that the online gambling sector is an industry that can contribute significantly to our revenue and further enhance our shareholder value.

Another long term plan is to set up an investment fund. Our management team is currently working with a few investment firms to form connections in order to further contribute to our revenue.

Our management has experience in the Hong Kong, Malaysia and US markets. Our management has helped raise funds for various companies to be used as working capital and other corporate exercise matters, including mergers and acquisitions. Our management has also conducted due diligence for more than 10 different types of industries (mining, construction, properties, manufacturing, food and beverage, trading, beauty products, furniture products and others) for potential investment purposes. With the experience of our management team, we believe that opening an investment fund will be a viable and profitable option to enhance the value of our Company overtime. We intend to work with reputable partners to invest in securities and other permitted assets to generate an additional revenue stream and increase profit for our shareholders.

Patents and Trademarks

At the present we do not have any patents or trademarks.

Need for any Government Approval of Services

We do not require any government approval for our services.

In the event any of our operations or services requires government approval, we will comply with any and all local, state and federal requirements.

Government and Industry Regulation

We are committed to complying with all federal, state and international laws governing our business operations.

We believe that we comply with the requirements in Malaysia for any licenses or approvals to pursue our proposed business plan. In locations where we operate, the applicable laws and regulations are subject to amendment or interpretation by regulatory authorities. Generally, such authorities are vested with relatively broad discretion to grant, renew and revoke licensee and approvals, and to implement regulations. Possible sanctions which may be imposed include the suspension of individual employees, limitations on engaging in a particular business for specific periods of time, revocation of licenses, censures, redress to customers and fines. We may be prevented from operating if our activities are not in compliance with domestic Malaysian regulations.

In addition, we may be subject to various laws and regulations globally, particularly with respect to our travel and entertainment segment of our business. Many countries have either implemented new laws or made revisions to existing laws on travel and entertainment, particularly in the gaming industry, in the last decade. We may be prevented from operating if our activities are not in compliance with certain foreign regulations and must take action to comply with such relevant laws and regulations.

As a junket operator, we may deal with significant amounts of cash in our operations and may be subject to various reporting and anti-money laundering regulations. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted which could adversely affect our operating results.

Furthermore, our real estate investments are subject to extensive local, city, county and state rules and regulations regarding permitting, zoning, subdivision, utilities and water quality as well as federal rules and regulations regarding air and water quality and protection of endangered species and their habitats. Such regulation may delay future plans of development of our current and future properties and result in higher than anticipated developmental and administrative costs.

Research and Development Activities

Other than time spent researching our business and proposed markets and segmentation, the Company has not spent any funds on research and development activities to date. In the event opportunities arise from our operations, the Company may elect to initiate research and development activities, but the Company has no plans for any activities to date.

Environmental Laws

Our operations are not subject to any Environmental Laws.

Employees

We currently have 711 full time employees, all of which are ~~located~~ located in Malaysia. None of our employees are members of any labor union, and we have never experienced any business interruption as a result of any labor disputes.

Internet Access to Other Information

Information included on our website does not constitute part of this Report.

ITEM 1A. Risk Factors

~~RISK~~Not ~~FACTORS~~applicable for smaller reporting companies.

AN INVESTMENT IN OUR SECURITIES IS HIGHLY SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. WE FACE A VARIETY OF RISKS THAT MAY AFFECT OUR OPERATIONS OR FINANCIAL RESULTS AND MANY OF THOSE RISKS ARE DRIVEN BY FACTORS THAT WE CANNOT CONTROL OR PREDICT. BEFORE INVESTING IN THE SECURITIES YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISKS, TOGETHER WITH THE FINANCIAL AND OTHER INFORMATION CONTAINED IN THIS REPORT. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCURS, OUR BUSINESS, PROSPECTS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS COULD BE MATERIALLY ADVERSELY AFFECTED. IN THAT CASE, THE TRADING PRICE OF OUR COMMON STOCK WOULD LIKELY DECLINE AND YOU MAY LOSE ALL OR A PART OF YOUR INVESTMENT. ONLY THOSE INVESTORS WHO CAN BEAR THE RISK OF LOSS OF THEIR ENTIRE INVESTMENT SHOULD CONSIDER AN INVESTMENT IN OUR SECURITIES.

THIS REPORT CONTAINS CERTAIN STATEMENTS RELATING TO FUTURE EVENTS OR THE FUTURE FINANCIAL PERFORMANCE OF OUR COMPANY. PROSPECTIVE INVESTORS ARE CAUTIONED THAT SUCH STATEMENTS ARE ONLY PREDICTIONS AND INVOLVE RISKS AND UNCERTAINTIES, AND THAT ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY. IN EVALUATING SUCH STATEMENTS, PROSPECTIVE INVESTORS SHOULD SPECIFICALLY CONSIDER THE VARIOUS FACTORS IDENTIFIED IN THIS REPORT, INCLUDING THE MATTERS SET FORTH BELOW, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING STATEMENTS.

If any of the following or other risks materialize, the Company’s business, financial condition, and results of operations could be materially adversely affected which, in turn, could adversely impact the value of our Common Stock. In such a case, investors in our Common Stock could lose all or part of their investment.

Prospective investors should consider carefully whether an investment in the Company is suitable for them in light of the information contained in this Report and the financial resources available to them. The risks described below do not purport to be all the risks to which the Company or the Company could be exposed. This section is a summary of certain risks and is not set out in any particular order of priority. They are the risks that we presently believe are material to the operations of the Company. Additional risks of which we are not presently aware or which we presently deem immaterial may also impair the Company’s business, financial condition or results of operations.

Risks Related to our Business and the Industry in Which We Operate

We cannot assure you that we will be profitable.

There is no assurance that we will be profitable, now or in the future. We forecast our future expense levels based on our operating plans and our estimates of future revenues. We may find it necessary to significantly accelerate expenditures relating to our sales and marketing efforts or otherwise increase our financial commitment to creating and maintaining brand awareness among Internet users and advertisers. We may also make investments in our products, discontinue underperforming products, as well as develop new products that may impact our profitability. If our revenues grow at a slower rate than we anticipate or decline, or if our spending levels exceed our expectations or cannot be adjusted to reflect slower revenue growth, we may not generate sufficient revenues to be profitable. Any of these developments could result in a significant decrease in the trading price of our common stock.

We have a limited operating history upon which investors can evaluate our future prospects.

HWGG did not enter the travel planning, junket operations and information technology services industry until 2015. As an early stage company, it is difficult for our management and our investors to accurately forecast and evaluate our future prospects and our financial results. Our operations are therefore subject to all of the risks inherent in light of the expenses, difficulties, complications and delays frequently encountered in connection with the formation of any new business, as well as those risks that are specific to our business in particular. An investment in an early stage company such as ours involves a degree of risk, including the possibility that entire investments may be lost. The risks include, but are not limited to, the possibility that we will not be able to develop expected marketing and distribution channels, attract sufficient numbers of members, or products and/or services which will be accepted in the market. To successfully introduce and market our products and services, we must establish brand name recognition and competitive advantages for our products and services. There are no assurances that we can successfully address these challenges. If we are unsuccessful, we and our business, financial condition and operating results will be materially and adversely affected.

Our business is sensitive to the willingness of our customers to travel. Acts of terrorism, regional political events and developments in the conflicts in certain countries could cause severe disruptions in travel that reduce the number of our active members, resulting in a material adverse effect on our financial condition, results of operations or cash flows.

We are dependent on the willingness of our customers and members to travel. Acts of terrorism may severely disrupt domestic and international travel, which would result in a decrease in customers desire to travel. Regional conflicts could have a similar effect on domestic and international travel. Management cannot predict the extent to which disruptions in air or other forms of travel as a result of any further terrorist act, outbreak of hostilities or escalation of war would have an adverse effect on our financial condition, results of operations or cash flows.

Natural or man-made disasters, an outbreak of highly infectious disease, terrorist activity or war could adversely affect customers’ willingness to travel and disrupt our operations, resulting in a material adverse effect on our financial condition, results of operations or cash flows.

So called “Acts of God,” such as typhoons, particularly in Macao, and other natural disasters, man-made disasters, outbreaks of highly infectious diseases, such as avian flu, SARS and H1N1 flu, terrorist activity or war may result in decreases in travel to and from, and economic activity in, areas in which we offer travel discounts, packages and awards and may adversely affect the number of our active members. Any of these events also may disrupt our ability to adequately staff our business, could generally disrupt our operations and could have a material adverse effect on our financial condition, results of operations or cash flows.

We will rely on third parties to develop the products and services which we offer and sell.

We will not develop the travel products, packages and services which we offer and sell. Therefore, our success will substantially depend upon our ability to develop, maintain and expand our strategic relationships with our partners. Any impairment in our relationship with these partners could have a material adverse effect on our business, results of operations, cash flow and financial condition. There can be no assurance that we will be able to retain these relationships on commercially reasonable terms, if at all.

Our products and services may not be accepted in the market.

We cannot be certain that the products and services which we may determine to market and sell will achieve or maintain market acceptance. Market acceptance of our products and services depends on many factors, including our ability to convince individuals to join our Exclusive Travel Membership, present our products and services as more attractive than competing products and services and price products and services competitively.

If we are unable to retain our existing members and recruit additional members, our revenue will not increase and may even decline.

Our members may terminate their services at any time and we will experience relatively high turnover among our members from year to year. People who join us to purchase our products and services for personal consumption frequently will only stay with us for a short time. To increase our revenue, we must increase the number of our members.

If our initiatives do not drive growth in the number of our members our operating results could be harmed. Our operating results could be harmed if we do not generate sufficient interest in our business and or products and services to retain and motivate our existing members and attract new members to join us.

The number and productivity of our members could be harmed by several additional factors, including:

• any adverse publicity regarding us, our products and services, our distribution channels, or our competitors;

• lack of interest in, dissatisfaction with, or the technical failure of, existing or new products and services;

• lack of compelling products or services or income opportunities that generate interest;

• any negative public perception of our products and services;

• our actions to enforce our policies and procedures;

• any regulatory actions or charges against us or others in our industry;

• general economic and business conditions; and

• potential saturation or maturity levels in a given country or market which could negatively impact our ability to attract and retain members in such market.

Laws and regulations may prohibit or severely restrict the business that we are involved in and cause our revenue and profitability to decline, and regulators could adopt new regulations that harm our business.

Various government agencies throughout the world regulate travelling and entertainment practices. Different country has different laws and regulations, in certain of the jurisdictions in which we operate and expect to operate are stringent than others and subject to broad discretion in enforcement by regulators.

Complying with these widely varying and sometimes inconsistent rules and regulations can be difficult, time-consuming and expensive, and may require significant resources. The laws and regulations may modify from time to time. This can require us to make changes to our business model and aspects of our sales plan in the markets impacted by such changes. If we are unable to continue business in existing markets or commence operations in new markets because of these laws, our revenue and profitability may decline.

Adverse publicity concerning our business, marketing plan, products and services or people could harm our business and reputation.

Expected growth in our member base and consumers and our results of operations can be particularly impacted by adverse publicity regarding us, the nature business model, our products and services or the actions of our members and employees. Given the nature of our operations and our continuous need to recruit and retain consumers and members, we are particularly vulnerable to adverse publicity.

Critics of our industry and individuals who want to pursue an agenda may, in the future, utilize the Internet, the press and other means to publish criticisms of the industry, our company and our competitors, or make allegations regarding our business and operations, or the business and operations of our competitors. We or others in our industry may receive similar negative publicity or allegations in the future, and it may harm our business and reputation.

Our ability to conduct business in international markets may be affected by political, legal, tax and regulatory risks.

Our ability to capitalize on growth in international markets is exposed to risks associated with our international operations, including:

• the possibility that a foreign government might ban or severely restrict our business method (especially our junket business), or that local civil unrest, political instability or changes in diplomatic or trade relationships might disrupt our operations in an international market;

• the lack of well-established or reliable legal systems in certain areas where we operate or expect to operate;

• the presence of high inflation in the economies of international markets in which we operate or expect to operate;

• the possibility that a government authority might impose legal, tax or other financial burdens on us or our sales force, due, for example, to the structure of our operations in various markets; and

• the possibility that governments may impose currency remittance restrictions limiting our ability to repatriate cash.

Government authorities may question our tax or customs positions or change their laws in a manner that could increase our effective tax rate or otherwise harm our business.

As a U.S. company doing business globally, we are subject to all applicable tax and customs laws, including those relating to intercompany pricing regulations and transactions between our corporate entities in the jurisdictions in which we do business. We expect that periodically we will be audited by tax and customs authorities around the world. If authorities challenge our tax or customs positions, including those regarding transfer pricing and customs valuation and classification, we may be subject to penalties, interest and payment of back taxes or customs duties. Since tax rates vary from country to country, any tax assessments might also impact our ability to fully utilize foreign tax credits on our U.S. consolidated tax return. The tax and customs laws in each jurisdiction are continually changing and are further subject to interpretation by the local government agencies. Despite our best efforts to be aware of and comply with tax and customs laws, including changes to and interpretations thereof, there is a potential risk that the local authorities may argue that we are out of compliance. Such situations may require that we defend our positions and/or adjust our operating procedures in response to such changes. Any or all of these potential risks may increase our effective tax rate or otherwise harm our business.

We do not carry any business interruption insurance, product liability or recall insurance or third-party liability insurance.

Our business operations may involve many risks, including natural disasters, labor disturbances, business interruptions, property damage, personal injury and death. We do not carry any business interruption insurance or third-party liability insurance for our business to cover claims in respect of personal injury or property or environmental damage arising from accidents on our property or relating to our operations. Therefore, we may not have insurance coverage sufficient to cover all risks associated with our business. As a result, we may be required to pay for financial and other losses, damages and liabilities, including those caused by natural disasters and other events beyond our control, out of our own funds, which could have a material adverse effect on our business, financial condition and results of operations.

We depend on our key personnel, and the loss of the services provided by any of our executive officers or other key employees could harm our business and results of operations.

Our success depends to a significant degree upon the continued contributions of our senior management and other key employees, many of whom would be difficult to replace. Our senior management and key employees may voluntarily terminate their employment with us at any time. In addition, we need to continue to attract and develop qualified management personnel to sustain growth in our markets. If we are not able to successfully retain existing personnel and identify, hire and integrate new personnel, our business and growth prospects could be harmed.

The inability of our products and services and other initiatives to gain or maintain market acceptance could harm our business.

Our operating results could be adversely affected if our products and services, business opportunities, and other initiatives do not generate sufficient enthusiasm and economic benefit to attract new consumers and people interested in joining our Exclusive Travel Membership. Potential factors affecting the attractiveness of our products and services, business opportunities, and other initiatives include, among other items, perceived product and service quality, product and service exclusivity or effectiveness, economic success in our business opportunity, adverse media attention or regulatory restrictions on claims.

In addition, our ability to develop and introduce new products and services could be impacted by, among other items, government regulations, the inability to attract and retain qualified development staff, the termination of third-party collaborative arrangements, intellectual property of competitors that may limit our ability to offer innovative products and services or that challenge our own intellectual property, and difficulties in anticipating changes in consumer tastes and buying preferences.

Our markets are intensely competitive and market conditions and the strengths of competitors may harm our business.

The markets for our products and services are intensely competitive. Our results of operations may be harmed by market conditions and competition in the future. Many competitors have much greater name recognition and financial resources than we have, which may give them a competitive advantage.

Any failure of our internal controls over financial reporting or our compliance efforts could harm our stock price and our financial and operating results or could result in fines or penalties.

We have implemented internal controls to help ensure the accuracy of our financial reporting and have implemented compliance policies and programs to help ensure that our employees comply with applicable laws and regulations. We regularly assess the effectiveness of our internal controls. There can be no assurance, however, that our internal or external assessments and audits will identify all significant or material weaknesses in our internal controls. Any failure to correct a weakness in internal controls could result in the disclosure of a material weakness. If a material weakness results in a material misstatement in our financial results, we may also have to restate our financial statements.

From time to time, we may initiate further investigations into our business operations based on the results of our internal and external audits or on complaints, questions or allegations made by employees or other parties regarding our business practices and operations. In addition, our business and operations may be investigated by applicable government authorities. In the event any of these investigations identify material violations of applicable laws by our employees, we could be subject to adverse publicity, fines, penalties or loss of licenses or permits.

Cyber security risks and the failure to maintain the integrity of our member data could expose us to data loss, litigation and liability, and our reputation could be significantly harmed.

We will collect and retain large volumes of member data, including credit card numbers and other personally identifiable information, for business purposes, including for transactional and promotional purposes, and our various information technology systems enter, process, summarize and report such data. The integrity and protection of this data is critical to our business. We are subject to significant security and privacy regulations, as well as requirements imposed by the credit card industry. Maintaining compliance with these evolving regulations and requirements could be difficult and may increase our expenses. In addition, a penetrated or compromised data system or the intentional, inadvertent or negligent release or disclosure of data could result in theft, loss or fraudulent or unlawful use of company, employee, or member data which could harm our reputation, disrupt our operations, or result in remedial and other costs, fines or lawsuits.

Some of the markets in which we operate may become highly inflationary, which could negatively impact our financial position, results of operations or cash flows.

In some of our markets, we face risks associated with high levels of inflation. High levels of inflation and currency devaluations in any of our markets could negatively impact our balance sheet and results of operations.

Some of the markets in which we operate have currency controls in place, which may restrict our repatriation of cash.

If foreign governments restrict transfers of cash out of their country and control exchange rates, we may be limited as to the timing and amount of cash we can repatriate and may not be able to repatriate cash at beneficial exchange rates, which could have a material adverse effect on our financial position, results of operations or cash flows.

Our business could be severely harmed if the Malaysian government changes its policies, laws, regulations, tax structure or its current interpretations of its laws, rules and regulations relating to our operations in Malaysia.

Our business is located in Kuala Lumpur, Malaysia and virtually all of our assets are located in Malaysia. Majority of our members and customers are located in Malaysia. Our results of operations, financial state of affairs and future growth are, to a significant degree, subject to Malaysia’s economic, political and legal development and related uncertainties. Our operations and results could be materially affected by a number of factors, including, but not limited to

• Changes in policies by the Malaysian government resulting in changes in laws or regulations or the interpretation of laws or regulations,

• changes in taxation,

• changes in employment restrictions,

• import duties, and

• currency revaluation.

Failure to comply with the U.S. foreign corrupt practices act and Chinese anti-corruption laws could subject us to penalties and other adverse consequences.

Our executive officers, employees and other agents may violate applicable law in connection with the marketing or sale of our products and services, including China’s anti-corruption laws and the U.S. Foreign Corrupt Practices Act, or the FCPA, which generally prohibits United States companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. In addition, we are required to maintain records that accurately and fairly represent our transactions and have an adequate system of internal accounting controls. The PRC also strictly prohibits bribery of government officials. However, corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in the PRC.

While we intend to implement measures to ensure compliance with the FCPA and Chinese anti-corruption laws by all individuals involved with our company, our employees or other agents may engage in such conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations. In addition, our brand and reputation, our sales activities or the price of our ordinary shares could be adversely affected if we become the target of any negative publicity as a result of actions taken by our employees or other agents.

We have not had, and do not intend to have, any current or historic experience with non-compliance with FCPA or Chinese anti-corruption laws.

Our current management team has very limited experience in operating a public company and complying with public company obligations.

Our current management team has limited experience in operating a publicly traded company in the United States. As a public company, we are subject to a number of requirements, including the reporting requirements of the Securities Exchange Act of 1934, as amended, and the Sarbanes-Oxley Act of 2002. These requirements might place a strain on our systems, resources and management, and as a result, our management’s attention might be diverted from other business concerns, which could have a material adverse effect on our business, financial condition and operating results.

Risk Factors to our Real Estate Property Investment Business

If we are unable to find suitable real estate property investments, we may not be able to achieve our investment objectives.

Our ability to achieve our investment objectives depends upon the performance of our management, in the acquisition of our real estate property investments, including the determination of any financing arrangements, and upon the performance of our property managers in the selection of tenants and negotiation of leasing arrangements. The current market for properties meeting our investment objectives is highly competitive as is the leasing market for such properties. We are also subject to competition in seeking to acquire real estate-related investments. We can give no assurance that we will be successful in obtaining suitable investments on financially attractive terms or that, our investment objectives will be achieved.

Our inability to sell or lease a property when we desire could adversely affect our business.

Many factors that are beyond our control affect the real estate market and could affect our ability to sell or lease properties for the price, on the terms or within the time frame that we desire. These factors include general economic conditions, the availability of financing, interest rates and other factors, including supply and demand. Because real estate investments are relatively illiquid, we will have a limited ability to vary our portfolio in response to changes in economic or other conditions. Further, before we can sell or lease a property on the terms we want, it may be necessary to expend funds to correct defects or to make improvements. We, however, can give no assurance that we will have the funds available to correct such defects or to make such improvements. We may be unable to sell or lease our properties at a profit. Our inability to sell or lease properties at the time and on the terms we want could reduce our cash flow and future earnings.

Potential development and construction delays and resultant increased costs and risks may hinder our operating results and decrease our net income.

From time to time we may acquire unimproved real property or properties that are under development or construction. Investments in such properties will be subject to the uncertainties associated with the development and construction of real property, including those related to re-zoning land for development, environmental concerns of governmental entities and/or community groups and our builders’ ability to build in conformity with plans, specifications, budgeted costs and timetables. If a builder fails to perform, we may resort to legal action to rescind the purchase or the construction contract or to compel performance. A builder’s performance may also be affected or delayed by conditions beyond the builder’s control. Delays in completing construction could also give tenants the right to terminate preconstruction leases. We may incur additional risks when we make periodic progress payments or other advances to builders before they complete construction. These and other factors can result in increased costs of a project or loss of our investment. In addition, we will be subject to normal lease-up risks relating to newly constructed projects. We also must rely on rental income and expense projections and estimates of the fair market value of property upon completion of construction when agreeing upon a purchase price at the time we acquire the property. If our projections are inaccurate, we may pay too much for a property, and the return on our investment could suffer.

Competition with third parties in acquiring properties and other investments may reduce our profitability and the return on our stockholders’ investment.

We believe that the current market for properties that meet our investment objectives is extremely competitive and many of our competitors have greater resources than we do. We compete with many other entities engaged in real estate investment activities, including individuals, corporations, bank and insurance company investment accounts, real estate limited partnerships and trusts and other entities engaged in real estate investment activities. Larger real estate investment companies may enjoy significant competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies. In addition, the number of entities and the amount of funds competing for suitable investments may increase. If we pay higher prices for properties and other investments, our returns will be lower and the value of our assets may not appreciate or may decrease significantly below the amount we paid for such assets. If such events occur, our stockholders may experience a lower return on their investment.

Risks Related to our Financial Condition

We have a history of losses and we may not achieve or sustain profitability in the future.

We have incurred losses since our inception. We anticipate that our operating expenses will increase in the foreseeable future as we continue to invest to grow our business, engage new members to our Exclusive Travel Membership, and invest in real estate property. These efforts may prove more expensive than we currently anticipate, and we may not succeed in generating sufficient revenues to offset these higher expenses. If we are unable to do so, the Company and its business, financial condition and operating results could be materially and adversely affected.

Our operating losses raise substantial doubt about our ability to continue as a going concern. If we do not continue as a going concern, investors could lose their entire investment.

Our historical operating losses and lack of revenues to support our cost structure raise substantial doubt about our ability to continue as a going concern. If we do not generate revenues, do not achieve profitability and do not have other sources of financing for our business, we may have to curtail or cease our development plans and operations, which could cause investors to lose the entire amount of their investment.

Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.

Generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants, the Securities and Exchange Commission and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the announcement of a change.

We may incur significant costs to ensure compliance with United States corporate governance and accounting requirements.

We may incur 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. 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. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. HWGG, our operating company, is newly reporting and we are adjusting to the increased disclosure requirements for us to comply with corporate governance and accounting requirements.

Investment Risks

You could lose all of your investment.

An investment in our securities is speculative and involves a high degree of risk. Potential investors should be aware that the value of an investment in the Company may go down as well as up. In addition, there can be no certainty that the market value of an investment in the Company will fully reflect its underlying value. You could lose your entire investment.

You may experience dilution of your ownership interests because of the future issuance of additional shares of our common or preferred stock or other securities that are convertible into or exercisable for our common or preferred stock.

In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders and the purchasers of our shares offered hereby. The Company will be authorized to issue an aggregate of 1,500,000,000 shares of Common Stock. We may issue additional shares of our Common Stock or other securities that are convertible into or exercisable for our Common Stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our Common Stock may create downward pressure on the trading price of the Common Stock. We will need to raise additional capital in the near future to meet our working capital needs, and there can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with these capital raising efforts, including at a price (or exercise prices) below the price you paid for your stock.

There currently is no public market for our Common Stock and there can be no assurance that a public market will ever develop. Failure to develop or maintain a trading market could negatively affect the value of our Common Stock and make it difficult or impossible for you to sell your shares.

There is currently no public market for shares of our Common Stock and one may never develop. Our Common Stock is quoted on the OTC Markets. The OTC Markets is a thinly traded market and lacks the liquidity of certain other public markets with which some investors may have more experience. We may not ever be able to satisfy the listing requirements for our Common Stock to be listed on a national securities exchange, which is often a more widely-traded and liquid market. Some, but not all, of the factors which may delay or prevent the listing of our Common Stock on a more widely-traded and liquid market include the following: our stockholders’ equity may be insufficient; the market value of our outstanding securities may be too low; our net income from operations may be too low; our Common Stock may not be sufficiently widely held; we may not be able to secure market makers for our Common Stock; and we may fail to meet the rules and requirements mandated by the several exchanges and markets to have our Common Stock listed. Should we fail to satisfy the initial listing standards of the national exchanges, or our Common Stock is otherwise rejected for listing, and remains listed on the OTC Markets or is suspended from the OTC Markets, the trading price of our Common Stock could suffer and the trading market for our Common Stock may be less liquid and our Common Stock price may be subject to increased volatility.

Our Common Stock is subject to the “penny stock” rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.

Rule 15g-9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our Common Stock and cause a decline in the market value of our Common Stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Our stock may be traded infrequently and in low volumes, so you may be unable to sell your shares at or near the quoted bid prices if you need to sell your shares.

Until our Common Stock is listed on a national securities exchange such as the New York Stock Exchange or the Nasdaq Stock Market, we expect our Common Stock to remain eligible for quotation on the OTC Markets, or on another over-the-counter quotation system, or in the “pink sheets.” In those venues, however, the shares of our Common Stock may trade infrequently and in low volumes, meaning that the number of persons interested in purchasing our common shares at or near bid prices at any given time may be relatively small or non-existent. An investor may find it difficult to obtain accurate quotations as to the market value of our Common Stock or to sell his or her shares at or near bid prices or at all. In addition, if we fail to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling our Common Stock, which may further affect the liquidity of our Common Stock. This would also make it more difficult for us to raise capital.

We do not anticipate paying dividends on our Common Stock, and investors may lose the entire amount of their investment.

Cash dividends have never been declared or paid on our Common Stock, and we do not anticipate such a declaration or payment for the foreseeable future. We expect to use future earnings, if any, to fund business growth. Therefore, stockholders will not receive any funds absent a sale of their shares of Common Stock. If we do not pay dividends, our Common Stock may be less valuable because a return on your investment will only occur if our stock price appreciates. We cannot assure stockholders of a positive return on their investment when they sell their shares, nor can we assure that stockholders will not lose the entire amount of their investment.

Being a public company is expensive and administratively burdensome.

As a public reporting company, we are subject to the information and reporting requirements of the Securities Act, the Exchange Act and other federal securities laws, rules and regulations related thereto, including compliance with the Sarbanes-Oxley Act. Complying with these laws and regulations requires the time and attention of our Board of Directors and management, and increases our expenses. Among other things, we are required to:

• maintain and evaluate a system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board;

• maintain policies relating to disclosure controls and procedures;

• prepare and distribute periodic reports in compliance with our obligations under federal securities laws;

• institute a more comprehensive compliance function, including with respect to corporate governance; and

• involve, to a greater degree, our outside legal counsel and accountants in the above activities.

The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC and furnishing audited reports to stockholders is expensive and much greater than that of a privately-held company, and compliance with these rules and regulations may require us to hire additional financial reporting, internal controls and other finance personnel, and will involve a material increase in regulatory, legal and accounting expenses and the attention of management. There can be no assurance that we will be able to comply with the applicable regulations in a timely manner, if at all. In addition, being a public company makes it more expensive for us to obtain director and officer liability insurance. In the future, we may be required to accept reduced coverage or incur substantially higher costs to obtain this coverage. These factors could also make it more difficult for us to attract and retain qualified executives and members of our Board of Directors, particularly directors willing to serve on an audit committee which we expect to establish.

As a result of members of our management being our largest stockholders, they can exert significant control over our business and affairs and have actual or potential interests that may depart from those of other stockholders.

Our executive management team owns or controls a significant percentage of our common stock. Additionally, this does not reflect the increased percentages that they may have in the event that they exercise any of the options or warrants they may in the future be granted, or if they otherwise acquire additional shares of our common stock. The interests of such persons may differ from the interests of other stockholders. As a result, in addition to their positions with us, such persons will have significant influence over all corporate actions requiring stockholder approval, irrespective of how our other stockholders may vote, including the following actions:

• elect or defeat the election of our directors;

• amend or prevent amendment of our Articles of Incorporation or Bylaws;

• effect or prevent a merger, sale of assets or other corporate transaction; and

• control the outcome of any other matter submitted to the stockholders for vote.

In addition, such persons’ stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

We may not be able to achieve secondary trading of our stock in certain states because our common stock is not nationally traded, which could subject our stockholders to significant restrictions and costs.

Because our common stock is not listed for trading on a national securities exchange, our common stock is subject to the securities laws of the various states and jurisdictions of the United States in addition to federal securities law. These laws cover any primary offering we might attempt and all secondary trading by our stockholders. While we may register our common stock or qualify for exemptions for our common stock in one of more states, if we fail to do so the investors in those states where we have not taken such steps may not be allowed to purchase our stock or those who presently hold our stock may not be able to resell their shares without substantial effort and expense. These restrictions and potential costs could be significant burdens on our stockholders.

***

The risks above do not necessarily comprise all of those associated with an investment in the Company. This Report contains forward looking statements that involve unknown risks, uncertainties and other factors that may cause the actual results, financial condition, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Factors that might cause such a difference include, but are not limited to, those set out above.

ITEM 1B. Unresolved Staff Comments

None.

ITEM 2. Properties

Our principal executive office is currently located at Wisma Ho Wah Genting, No. 35, Jalan Maharajalela, 50150 Kuala Lumpur, Malaysia, where the Company leases approximately 800 square feet free of charge from Ho Wah Genting Berhad, a public Malaysian corporation (“HWGB”). Two sons of Dato Lim Hui Boon, our president, are directors of HWGB. In addition, Dato Lim Hui Boon is the Group President and shareholder of HWGB. We do not have a separate contract with HWGB for our office space. We believe our facilities are adequate for our current needs.

We own the Endah Puri Condominium located at A-19-02, Jalan 3/149E, Bandar Baru Sri Petaling, 57000 Kuala Lumpur, Malaysia. The property is currently rented out with a monthly rental of RM 2,000 (approximately US$ 480.00).

ITEM 3. Legal Proceedings

We are not currently involved in any pending or threatened material litigation or other material legal proceedings, nor have we been made aware of any pending or threatened regulatory audits.

ITEM 4. Mine Safety Disclosures

Not Applicable.

PART II

Market Information

Our common stock is currently eligible for quotation and trades on the OTC Markets under the symbol “HWGG.” The quotation of our common stock under this symbol began on November 8, 2016. Prior to such date our common stock no public market currently existed for our shares of our common stock.

147

The following table sets forth the ~~high~~ high and low closing bid prices for our common stock for the fiscal quarter indicated as reported on OTC Markets. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. Our common stock is very thinly traded and, thus, pricing of our common stock on OTC Markets does not necessarily represent its fair market value. All share and per share information included in this Report has been ~~been~~ adjusted to reflect our ~~1428~~1,428-for-1 forward stock split and 1-for-2 reverse stock split. The last reported sales price of our common stock on the OTC Markets on April 713, ~~2017~~2018 was $02.55 20 per share.

	High		Low
Year ended December 31, 2015
First Quarter	$	N/A	$	N/A
Second Quarter		N/A		N/A
Third Quarter		N/A		N/A
Fourth Quarter		N/A		N/A
Year ended December 31, 2016
First Quarter	$	N/A	$	N/A
Second Quarter		N/A		N/A
Third Quarter		N/A		N/A
Fourth Quarter (from November 8, 2016)		0.002		0
Year ended December 31, 2017
First Quarter	$	1.08	$	0.60
Second Quarter		1.10		1.02
Third Quarter		1.40		0.931
Fourth Quarter		1.50		1.00

Number of Holders

As of April 613, ~~2017~~2018 the Company has 1500,~~000~~027,~~055,532~~774 shares issued and outstanding of common capital stock of the Company by approximately 29133 stockholders of record and no shares of of preferred.

Dividends

As previously reported in a Current Report on Form 8-K filed with the SEC on November 17, 2016 and November 30, 2016, on November 8, 2016, which Current Reports are hereby incorporated by reference in its entirety, our Board of Directors declared a ~~1428~~1,428-for-1 forward stock split of the Company’s outstanding Common Stock in the form of a dividend (the “Stock Split”) with a record date of November 18, 2016 (the “Record Date”). On November 28, 2016, Financial Industry Regulatory Authority, Inc. (“FINRA”) notified us of its announcement of the payment date of the Stock Split as November 29, 2016 (the “Payment Date”) and ex-dividend date as November 30, 2016 (the “Ex-Dividend Date”). On the Payment Date, as a result of the Stock Split, each holder of the Company’s Common Stock as of the Record Date received 1,428 additional shares of the Company’s Common Stock for each one share owned, rounded up to the nearest whole share. As of the Ex-Dividend Date, our Common Stock began trading on a post-split adjusted basis.

Declaration or payment of dividends, if any, in the future, will be at the discretion of our board of directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or pay dividends.

Securities authorized for issuance under equity compensation plans

We have no compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance.

Recent Sales of Unregistered Securities

~~Shares Issued in Connection with the Share Exchange~~None.

On November 4, 2016, pursuant to the terms of the Share Exchange, all of the shares of HWGG were exchanged for 560,000 restricted shares of our Common Stock. This transaction was exempt from registration pursuant to Section 4(a)(2) of the Securities Act as not involving any public offering and/or Regulation S under the Securities Act. None of the shares were sold through an underwriter and accordingly, there were no discounts or commissions involved.

On November 8, 2016, our Board of Directors declared a 1428-for-1 Stock Split with a Record Date of November 18, 2016. On November 28, 2016, FINRA notified us of its announcement of the Payment Date and Ex-Dividend Date. On the Payment Date, as a result of the Stock Split, each holder of the Company’s Common Stock as of the Record Date received 1,428 additional shares of the Company’s Common Stock for each one share owned, rounded up to the nearest whole share. As of the Ex-Dividend Date, our Common Stock began trading on a post-split adjusted basis.

ITEM 6. Selected Financial Data

Not applicable to smaller reporting companies.

158

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following management’s discussion and analysis should be read in conjunction with the historical financial statements and the related notes thereto contained in this Report. The management’s discussion and analysis contains forward-looking statements, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to to differ materially from those expressed or implied by the forward-looking statements. The Company’s actual results and ~~the~~ the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances ~~occurring~~ occurring after the date of this report.

As a result of the Share Exchange and ~~the~~ the change in business and operations of the Company, from engaging in the business of computer support services to the business of of (1) promoting travel and entertainment through the e-commerce business model by offering a unique membership program that offers its members exclusive travel discounts and rebates, (2) providing junket operator services and (3) developing and investing in real property, a discussion of the past financial results of Ho Wah Genting Group Limited is not pertinent, and under generally accepted accounting principles in the United States the historical financial results of HWGG, the accounting acquirers, prior to to the Share Exchange are considered the historical financial results of the Company.

The following discussion highlights Ho Wah Genting Group Limited’s results of operations and the principal factors that have affected its financial condition as well as its liquidity and capital resources for the periods described, and provides information that management believes is relevant for an assessment and understanding of the financial condition and results of operations presented herein. The following discussion and analysis is based on Ho Wah Genting Group Limited’s audited financial statements contained in this Report, which have been prepared in accordance with generally accepted accounting principles in the United States. You should read the discussion and analysis together with such financial statements and the related notes thereto.

Basis of Presentation

The audited consolidated financial ~~statements~~ statements for the fiscal years ended December 31, ~~2016~~2017 and ~~2015~~2016 include a summary of our significant accounting policies and should be read in conjunction with the discussion below. In the opinion of management, all material adjustments necessary to present fairly the consolidated results of operations for such periods have been included in these audited consolidated financial statements. All such adjustments are of a normal recurring nature.

Overview

Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements of HWGG for the fiscal years ended December 31, ~~2016~~2017 and ~~2015~~2016 and the related notes thereto.

For the year ended December 31, ~~2016~~ 2017 compared to December 31, ~~2015~~2016

Revenue

We recognized revenue of $96260,~~822~~749 and $3596,~~019~~ 822 for the year ended December 31, ~~2016~~2017 and ~~2015~~2016 respectively. The increase ~~for~~in revenues from the year ended December 31, 2016 was due to the increase of revenue from the Exclusive Travel Membership business of HWGG ~~and~~as ~~sales~~a result of ~~Beedo~~10% management fees charged which were not charged in the year ended December 31, 2016.

Cost of Sales

Cost of sales for the year ended December 31, ~~2016~~2017 was $20213,~~060~~389, compared to $1020,~~194~~060 for the year ended December 31, ~~2015~~2016. The increase for the year ended December 31, ~~2016~~ 2017 was due to ~~recognition~~commission ofearned ~~our~~and payable to Exclusive Travel Membership members’ ~~redemption~~of ~~costs~~$212,706 ~~which~~recorded ~~was $0~~ for the year ~~ended December 31, 2015~~.

Gross Profit

Gross profit was $7647,~~762~~360 for the year ~~ended~~ ended December 31, ~~2016~~2017, compared to $2476,~~825~~762 for the year ended December 31, ~~2015~~2016, ana ~~increase~~decrease of $5129,~~937~~402, or ~~209~~38.3%. The ~~increase was~~decrease was attributable to the increase in ~~revenue~~cost ~~due to our expansion and development~~ of ~~our businesses~~sales.

Operating Expenses

For the year ended December 31, ~~2016~~2017, ~~the~~ the total operating expenses was $~~685~~1,~~697~~128,995, compared to $~~215~~685,~~795~~697 for the year ended December 31, ~~2015~~2016. The operating expenses increased by $~~469~~443,~~902,~~298 or ~~218~~64.6%, which was mainly caused by the increase of expenses in supporting a larger customer base, an increase in discount rewards by $~~179~~256,~~945~~140, ~~professional~~consultation ~~fees~~ fee by $~~165~~61,~~518~~565, ~~and~~ commission payables by $~~105~~100,~~332~~992.

169

Liquidity and Capital Resources

As of December 31, ~~2016~~2017, we had a ~~cash~~ cash balance of $~~363~~335,~~015~~591. During the year ended December 31, ~~2016~~2017, net cash used by in operating activities ~~totaled~~totalled $~~102~~(356,~~703~~979). Net cash ~~provided~~ used byin investing activities during the fiscal period ending December 31, ~~2016~~2017 ~~totaled~~totalled $41329,~~855~~096 . Net cash ~~used~~generated inby financing activities during the same period ~~totaled~~totalled $92593,~~963~~552. The resulting change in cash for the period was a decrease of $~~108~~27,~~892,~~424 which was primarily due to an increase of other receivables, deposits and prepayments, and an increase in amounts due from related parties.s.

As of December 31, ~~2015~~2016, we had a cash balance of $~~471~~363,~~907~~015. During the year ended December 31, ~~2015~~2016, net cash ~~provided~~generated by from operating activities ~~totaled~~ totalled $~~528~~258,~~854~~177. Net cash ~~used in~~provided by investing activities ~~for~~during the ~~year~~fiscal period ending December 31, ~~2015~~2016 ~~totaled~~totalled $6841,~~720~~855. Net cash used ~~provided~~in by financing activities during the same period ~~totaled~~totalled $92453,~~963~~843. ~~The resulting change in cash for the period was an increase of $465,790, which was primarily due to the increase of other payables. Compared to December 31, 2014, we had a cash balance of $6,117.~~

As of December 31, ~~2016~~2017, we had current ~~liabilities~~ liabilities of $24,~~711~~838,~~378~~504, which was comprised of other payables and accruals of $24,~~444~~729,~~571~~249, ~~and~~ amount due to related party of $~~266~~109,~~807~~255.

As of December 31, ~~2015~~2016, we had current ~~liabilities~~ liabilities of $~~914~~2,~~677~~711,378, which was comprised of other payables and ~~accrual~~accruals of $~~906~~2,~~941~~444,571, and ~~amounts~~amount due to ~~directors~~related ofparty of $7266,~~736~~807.

We had net liabilities of $~~352~~1,~~571~~217,217 and $~~501~~352,~~492~~ 571 as of December 31, ~~2016.~~2017 Weand ~~had net assets of $501,492 as of~~ December 31, ~~2015~~2016.

Beedo SDN BHD (“Beedo”)

HWGG acquired a majority ownership interest in Beedo on June 25, 2015. On August 12, 2016, HWGG transferred its shares of Beedo to its related party, Dato’ Lim Hui Boon, for the consideration of $118,881 (RM 510,000).

~~Going~~Silver ~~Concern~~Rhythm ~~Consideration~~SDN BHD (“Silver Rhythm”)

~~These~~Malaysia ~~consolidated~~HWGG agreed ~~financial~~to ~~statements~~offset ~~have~~the ~~been~~owing ~~prepared~~from ~~assuming~~Silver ~~that~~Rhythm ~~the~~by ~~Company~~receiving ~~will~~common ~~continue~~stock asof aVitaxel ~~going~~Group ~~concern~~Limited from Lim Chun Yen. Lim Chun Yen owes Silver Rhythm US$1,960,912 ~~which~~and ~~contemplates~~Silver Rhythm owes Malaysia HWGG. To settle the ~~realization~~debts, ofthe ~~assets~~3 ~~and~~parties decided to enter into the shares agreement ~~discharge~~on ofOctober ~~liabilities~~2, in2017 to offset each other’s debt by using the ~~normal~~common ~~course~~stock of ~~business~~Vitaxel ~~for~~owned ~~the~~by ~~foreseeable~~Lim ~~future~~Chun Yen.

~~For~~Going ~~the~~Concern year ended December 31, 2016, the Company reported a net loss of $798,637 and working capital deficit of $412,635. The Company had an accumulated deficit of $533,282 as of December 31, 2016 due to the fact that the Company incurred losses during the year ended December 31, 2016.Consideration

~~Continuation~~These ofconsolidated ~~the~~financial ~~Company as a going concern~~statements ishave ~~dependent~~been ~~upon~~prepared ~~improving~~assuming ~~the~~that ~~profitability and~~ the ~~continuing~~Company ~~financial~~will ~~support~~continue ~~from~~as ~~its~~a ~~stockholders~~going orconcern, ~~other~~which ~~capital~~contemplates ~~sources. Management believes that~~ the ~~continuing~~realization ~~financial~~of ~~support~~assets ~~from~~ and the ~~existing~~discharge ~~shareholders~~of orliabilities ~~external~~in ~~debt financing will provide~~ the ~~additional~~normal ~~cash~~course toof ~~meet~~business for the ~~Company’s~~foreseeable ~~obligations as they become due~~future.

~~These~~For ~~consolidation~~the ~~financial~~year ~~statements~~ended doDecember 31, 2017, ~~not~~the ~~include~~Company ~~any~~reported ~~adjustments~~a tonet ~~reflect~~loss ~~the~~of ~~possible~~$746,793 ~~future~~and ~~effects~~working oncapital ~~the~~deficit ~~recoverability~~of ~~and~~$1,309,010. ~~classification~~The ofCompany ~~assets~~had oran ~~the~~accumulated ~~amounts~~deficit ~~and~~of ~~classification~~$1,215,994 as of ~~liabilities~~December ~~that~~31, ~~may~~2017 ~~result~~due ~~from~~to the ~~outcome~~fact ofthat the Company’s ~~ability~~incurred tolosses ~~continue~~during asthe ayear ~~going~~ended ~~concern~~December 31, 2017.

~~Off-Balance~~Continuation ~~Sheet~~of ~~Arrangements~~the Company as a going concern is dependent upon improving the profitability and the continuing financial support from its stockholders or other capital sources. Management believes that the continuing financial support from the existing shareholders or external debt financing will provide the additional cash to meet the Company’s obligations as they become due. Notwithstanding this belief, there is no assurance, however, that the available funds will be available to the Company, and if available, will be sufficient for the needs of the Company. Currently, no person, including existing shareholders, is under any obligation to continue to extend credit to the Company and/or invest in the Company.

WeThese ~~have~~consolidation nofinancial ~~“off-balance~~statements do ~~sheet~~not ~~arrangements” (as~~include any adjustments to reflect the ~~term~~possible isfuture ~~defined~~effects inon ~~Item~~the ~~303(a)(4)(ii)~~recoverability and classification of ~~Regulation~~assets ~~S-K)~~or ~~including~~the amounts ~~arrangements~~and ~~that~~classification ~~would~~of ~~affect~~liabilities ~~our~~that ~~liquidity,~~may ~~capital resources,~~result ~~market~~from ~~risk~~the ~~support~~outcome ~~and~~of ~~credit~~the ~~risk~~Company’s ~~support~~ability orto ~~other~~continue ~~benefits~~as a going concern.

~~Critical~~Off-Balance ~~Accounting~~Sheet ~~Policies and Estimates~~Arrangements

~~Use~~We have no “off-balance sheet arrangements” (as the term is defined in Item 303(a)(4)(ii) of ~~Estimates~~Regulation S-K) including arrangements that would affect our liquidity, capital resources, market risk support and ~~Assumptions~~credit risk support or other benefits.

~~The~~Critical ~~preparation~~Accounting ofPolicies ~~consolidated financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the period. Actual results could differ from those estimates.Estimates

~~Fair~~Use ~~Value~~of ~~Measurements~~Estimates and Assumptions

The ~~Company~~preparation ~~applies the provisions~~ of ~~ASC~~consolidated financial ~~Subtopic~~statements ~~820-10,~~in ~~“Fair~~conformity ~~Value~~with ~~Measurements”,~~generally ~~for~~accepted ~~fair~~accounting ~~value~~principles ~~measurements~~requires ofmanagement ~~financial~~to ~~assets~~make estimates and ~~financial~~assumptions ~~liabilities~~that ~~and~~affect ~~for~~the ~~fair~~reported ~~value~~amounts ~~measurements~~ of ~~nonfinancial~~assets ~~items~~and ~~that~~liabilities ~~are~~and ~~recognized~~disclosure orof ~~disclosed~~contingent assets and liabilities at ~~fair~~the ~~value~~date inof the financial ~~statements.~~ ~~ASC~~statements ~~820~~and ~~also~~the ~~establishes~~reported aamounts ~~framework~~of ~~for~~revenues ~~measuring~~and ~~fair~~expenses ~~value~~during ~~and~~the ~~expands~~period. ~~disclosures~~Actual ~~about~~results ~~fair~~could ~~value~~differ ~~measurements~~from those estimates.

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

17The Company applies the provisions of ASC Subtopic 820-10, “Fair Value Measurements”, for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

~~ASC~~Fair ~~820~~value ~~establishes~~is adefined ~~fair~~as ~~value~~the ~~hierarchy~~ price that would ~~requires~~be anreceived ~~entity~~ to ~~maximize~~sell ~~the~~an ~~use~~asset ofor ~~observable~~paid ~~inputs~~to ~~and~~transfer ~~minimize~~a ~~the~~liability ~~use~~in ofan ~~unobservable~~orderly ~~inputs~~transaction ~~when~~between ~~measuring~~market ~~fair~~participants at the ~~value~~measurement date. ~~ASC~~When ~~820~~determining ~~establishes~~the ~~three~~fair ~~levels~~value ofmeasurements ~~inputs~~for ~~that~~assets ~~may~~and beliabilities ~~used~~required or permitted to ~~measure~~be recorded at fair value., ~~The~~the ~~hierarchy~~Company ~~gives~~considers the ~~highest~~principal ~~priority to~~or ~~unadjusted~~most ~~quoted~~advantageous ~~prices~~market in ~~active~~which ~~markets~~it ~~for~~would ~~identical~~transact ~~assets or liabilities (Level 1 measurements)~~ and ~~the~~it ~~lowest~~considers ~~priority~~assumptions tothat ~~measurements~~market ~~involving~~participants ~~significant~~would ~~unobservable~~use ~~inputs~~when ~~(Level~~pricing ~~3 measurements). The three levels of~~ the ~~fair~~asset ~~value~~or ~~hierarchy are as follows:~~liability.

~~• Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.~~10

•ASC ~~Level~~820 2establishes ~~inputs~~a fair value hierarchy that requires an entity to maximize the ~~valuation~~use ~~methodology~~of ~~include~~observable ~~quoted~~inputs ~~prices~~and ~~for~~minimize ~~similar~~the ~~assets~~use ~~and~~of ~~liabilities~~unobservable ininputs ~~active~~when ~~markets,~~measuring ~~and~~fair value. ASC 820 establishes three levels of inputs that ~~are~~may ~~observable~~be ~~for~~used to measure fair value. The hierarchy gives the ~~assets~~highest orpriority to ~~liability,~~unadjusted ~~either~~quoted ~~directly~~prices orin ~~indirectly,~~active markets for ~~substantially~~identical assets or liabilities (Level 1 measurements) and the ~~full~~lowest ~~term~~priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the ~~financial~~fair ~~instruments.~~value hierarchy are as follows:

•● Level 31 inputs to the valuation methodology are ~~unobservable~~quoted ~~and~~prices ~~significant~~(unadjusted) tofor ~~the~~identical ~~fair~~assets ~~value~~or liabilities in active markets.

~~There~~● ~~were~~Level no2 inputs to the valuation methodology include quoted prices for similar assets orand liabilities ~~measured at~~in ~~fair~~active ~~value~~markets, onand ainputs ~~recurring~~that ~~basis~~are ~~subject~~observable tofor the ~~disclosure~~assets ~~requirements~~or ofliability, ~~ASC~~either ~~820~~directly asor ofindirectly, ~~December~~for ~~31,~~substantially ~~2016~~the ~~and~~full ~~December~~term ~~31,~~of ~~2015~~the financial instruments.

~~Revenue~~● ~~Recognition~~Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

The ~~Company~~assets ~~provides~~measured ~~rental~~at ~~and~~fair ~~information technology~~value ~~services~~on toa recurring ~~customers.~~basis ~~Lease~~subject ~~revenue~~to ~~is recognized using~~ the ~~straight-line~~disclosure ~~method~~requirements inof ~~accordance with~~ ASC ~~Topic~~820 ~~970-605, “Real~~as ~~Estate-General-Revenue Recognition” (“ASC Topic 970-605”). Revenue from the provision~~ of ~~information technology~~December ~~services~~31, is2017 ~~recognized~~and ~~when~~December ~~(a) there is persuasive evidence that an arrangement exists~~31, ~~(b)~~2016 ~~delivery~~are ~~has occurred~~$2,544,644 ~~(c) the vendor’s fee is fixed or determinable~~ and ~~(d) collectability is probable in accordance with ASC Topic 95-605~~$12,660 ~~“Software-Revenue Recognition” (“ASC 985-605”)~~respectively.

~~Recent~~Revenue ~~Accounting Pronouncements~~Recognition

Revenue Recognition: In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09), to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The ~~core~~Company ~~principle~~provides ofrental ~~ASU~~and ~~2014-09~~information istechnology ~~to recognize revenues when promised goods or~~ services ~~are transferred~~ to customers. inLease anrevenue ~~amount~~is ~~that~~recognized ~~reflects~~using the ~~consideration that is expected to be received for those goods or services. ASU 2014~~straight-09line ~~defines~~method ain ~~five~~accordance ~~step~~with ~~process~~ASC toTopic ~~achieve this core principle and~~970-605, “Real inEstate-General-Revenue ~~doing~~Recognition” ~~so,~~(“ASC itTopic ~~is possible more judgment and estimates may be required within the revenue recognition process than are required under existing U~~970-605”).S. ~~GAAP,~~Revenue ~~including~~from ~~identifying performance obligations in~~ the ~~contract,~~provision ~~estimating the amount~~ of ~~variable consideration~~information totechnology ~~include~~services inis ~~the~~recognized ~~transaction~~when ~~price~~(a) ~~and~~there ~~allocating the transaction price to each separate performance obligation. ASU 2014-09~~ is ~~effective~~ ~~for~~persuasive usevidence inthat ~~our~~an ~~first~~arrangement ~~quarter~~exists, ~~of fiscal 2018 using either of two methods:~~ (ib) ~~retrospective~~ todelivery ~~each~~has ~~prior reporting~~occurred, ~~period~~(c) ~~presented with~~ the ~~option~~vendor’s tofee ~~elect~~is ~~certain~~fixed ~~practical~~or ~~expedients~~determinable asand ~~defined within ASU 2014-09~~ (~~full retrospective method~~d)~~; or~~ ~~(ii) retrospective~~collectability ~~with~~is ~~the~~probable ~~cumulative~~in ~~effect~~accordance ofwith ~~initially~~ASC ~~applying ASU 2014~~985-09605, ~~recognized at the date of initial application~~“Software-Revenue ~~and~~Recognition” ~~providing certain additional disclosures as defined per ASU 2014-09~~(~~modified~~“ASC ~~retrospective method~~985-605”). ~~We are currently assessing the materiality of the impact to our consolidated financial statements, and have not yet selected a transition approach.~~

~~Disclosure~~Recent ~~of Going Concern Uncertainties: In August 2014, the Financial~~ Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15), to provide guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for us in our fourth quarter of fiscal 2017 with early adoption permitted. We do not believe the impact of our pending adoption of ASU 2014-15 on the Company’s financial statements will be material.Pronouncements

~~Financial~~Revenue ~~instrument~~Recognition: In ~~January~~May ~~2016~~2014, the FASB issued ~~ASU~~Accounting Standards Update No. ~~2016~~ 2014-0109, ~~“Financial~~Revenue ~~Instruments~~from -Contracts ~~Overall~~with Customers: Topic 606 (~~Subtopic~~ASU ~~825~~2014-1009):, ~~Recognition~~to ~~and~~supersede ~~Measurement~~ nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ~~Financial~~ASU 2014-09 ~~Assets~~is ~~and~~to ~~Financial~~recognize ~~Liabilities”~~revenues (“when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU ~~2016~~2014-~~01”).~~09 ~~The~~defines ~~standard~~a ~~addresses~~five ~~certain~~step ~~aspects~~process ofto ~~recognition,~~achieve this core principle ~~measurement~~and, ~~presentation~~in doing so, it is possible more judgment and ~~disclosure~~estimates may be required within the revenue recognition process than are required under existing U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of ~~financial~~variable ~~instruments~~consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU ~~2016~~2014-01 09 is effective for us in our first quarter of fiscal ~~years,~~2018 ~~and~~using ~~interim~~either ~~periods~~of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ~~those~~ASU ~~years,~~2014-09 ~~beginning~~(full ~~after~~retrospective ~~December~~method); or ~~15,~~(ii) retrospective ~~2017,~~with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and ~~early~~providing ~~adoption~~certain isadditional ~~not~~disclosures ~~permitted~~as defined per ASU 2014-09(modified retrospective method). ~~Accordingly,~~We ~~the~~will ~~standard~~apply isthe ~~effective~~new ~~for~~revenue usstandard onbeginning ~~September~~January 1, 2018. WeEach ~~are~~of ~~currently~~the ~~evaluating~~revenue streams will has been be analysed in accordance with the new revenue standard to determine the impact ~~that~~on our consolidated financial statements. We do not expect the new revenue standard ~~will~~to have a material impact on our consolidated financial statements.

~~Leases:~~Financial instrument : In ~~February~~January 2016, the FASB issued ASU No. 2016-0201, ~~Leases~~“Financial Instruments - Overall (~~Topic~~Subtopic ~~842~~825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-201”),. ~~which~~The ~~provides~~standard ~~guidance~~addresses ~~on lease~~certain ~~amendments~~aspects toof ~~the~~recognition, ~~FASB~~measurement, ~~Accounting~~presentation, ~~Standard~~and ~~Codification.~~disclosure ~~This~~of financial instruments. ASU ~~will~~2016-01 beis effective for usfiscal years, and interim periods within those years, beginning inafter ~~May~~December 15, 2017, and early adoption is not permitted. Accordingly, the standard is effective for us on January 1, ~~2019~~2018. We are currently in ~~the process of~~ evaluating the impact ofthat the ~~adoption~~standard ofwill ~~ASU~~have ~~2016-2on~~on our consolidated financial statements.

~~Stock-based Compensation~~Leases : In ~~March~~ February 2016, the FASB issued ASU No. 2016-0902, ~~Compensation—Stock~~ ~~Compensation~~Leases (Topic ~~718~~842): ~~Improvements to Employee Share-Based Payment Accounting~~ (“ASU 2016-092”)., ~~ASU~~which ~~2016-09~~provides ~~changes~~guidance ~~how~~on lease ~~companies~~amendments ~~account for certain aspects of stock-based awards~~ to ~~employees, including~~ the ~~accounting~~FASB ~~for~~Accounting ~~income~~Standard ~~taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows~~Codification. This ASU ~~2016-09~~will isbe effective for us beginning in ~~the~~January ~~first quarter of 2018~~1, ~~and earlier adoption is permitted~~2019. We are ~~still~~currently in the process of evaluating the ~~effect~~impact ~~that~~of ~~this~~the ~~guidance~~adoption ~~will~~of ~~have~~ASU on2016-2on our consolidated financial statements ~~and related disclosures~~.

1811

Financial Instruments - Credit Losses: In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): The amendments in this Update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at ~~the~~ the net amount expected to be collected. The amendments broaden the information that an entity must consider in developing its ~~expected~~ expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates ~~more~~ more timely information in the estimate of expected credit loss, which will be more decision useful to users of the financial statements. ASU 2016-13 is effective for the Company for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is allowed as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is still evaluating the effect that this guidance will have on the Company’s ~~consolidated~~ consolidated financial statements and related disclosures.

Statement of Cash Flows: In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): The amendments in this Update apply to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under Topic 230. The amendments in this Update provide guidance on the following eight specific cash flow issues. The amendments are an improvement to GAAP because they provide guidance for each of the eight issues, thereby reducing the current and potential future diversity in practice described above. ASU 2016-15 is effective for the Company for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is still evaluating the effect that this guidance will have on the Company’s consolidated financial statements and related disclosures.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): “Restricted Cash”(“ASU 2016-18”). ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. ASU 2016-18 will become effective for us beginning April 1, 2018, or fiscal 2019. ASU 2016-18 is required to be applied retrospectively. Upon the adoption, amounts described as restricted cash will be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown on the statements of cash flows.

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

Not applicable to smaller reporting companies.

1912

ITEM 8. Financial Statements and Supplementary Data

HO WAH GENTING GROUP LIMITED

FINANCIAL STATEMENTS

Table of Contents

	~~Page Number~~	Page Number
Report of Independent Registered Public Accounting Firm	F-2
Reports of Independent Registered Public Accounting Firm		F-2 - F-3
Audited Financial Statements of HWGG for the year ended December 31, 2016
Audited Consolidated Financial Statements of Ho Wah Genting Group Limited for the year ended December 31, 2017 and 2016
Balance Sheets as of December 31, 2016 and December 31, 2015	F-3
Consolidated Balance Sheets as of December 31, 2017 and December 31, 2016		F-4
Statements of Operations and Comprehensive Loss for the year ended December 31, 2016 and the year ended December 31, 2015	F-4
Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2017 and 2016		F-5
Statements of Changes in Stockholders’ Equity	F-5
Consolidated Statements of Changes in Stockholders’ Equity		F-6
Statements of Cash Flows for the year ended December 31, 2016 and the year ended December 31, 2015	F-6
Consolidated Statements of Cash Flows for the year ended December 31, 2017 and 2016		F-7
Notes to Financial Statements	F-7 – F-26
Notes to Consolidated Financial Statements		F-8 – F-22

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the board of directors of Ho Wah Genting Group Limited.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Ho Wah Genting Group Limited. and its subsidiaries (the "Company") as of December 31, 2017, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.

Going Concern Uncertainty

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company incurred recurring losses from operations, has net current liabilities and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Emphasis a Matter

The Company has significant transactions and relationships with related parties, including entities controlled by the Company’s President, which are described in Note 9 to the financial statements. Transactions involving related parties cannot be presumed to be carried out on an arm's length basis, as the requisite conditions of competitive, free market dealings may not exist.

/s/ B F Borgers CPA PC

We have served as the Company’s auditor since 2017.

Lakewood, Colorado

April 17, 2018

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To:	The Board of Directors and Shareholders of Ho Wah Genting Group Limited

We have audited the accompanying consolidated balance ~~sheets~~sheet of Ho Wah Genting Group Limited and its subsidiaries (the “Company”) as of December 31, 2016, and ~~2015, and~~ the related consolidated ~~statements~~statement of operations and comprehensive loss, changes in stockholders’ deficit and cash flows ~~for~~ for the ~~each of the years in the two-~~year ~~period~~ ended December 31, 2016. Ho Wah Genting Group Limited’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our ~~audits~~audit.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Ho Wah Genting Group Limited as of December 31, 2016 ~~and 2015~~, and the consolidated results of its operations and its cash flows for ~~each of~~ the ~~years in the two-~~year ~~period~~ ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company had a working capital deficiency and accumulated deficit from recurring net losses as of December 31, 2016. All these factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 3 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 12 to the consolidated financial statements, the Company effected a two-to-one reverse stock split authorized and approved by the Board of Directors of the Company on June 12, 2017 with a record date of June 14, 2017. As a result, all share and per share amounts as of December 31, 2016 and for the year then ended have been adjusted to reflect the reverse stock split.

/s/ Centurion ZD CPA Limited

Centurion ZD CPA Limited

Hong Kong, China

April 17, 2017 , except for the effects of the reverse stock split

~~F-2~~described in Note 12, as to which the date is April 17, 2018

F-3

HO WAH GENTING GROUP LIMITED

CONSOLIDATED BALANCE SHEETS

(Stated in US Dollars)

	As of			As of
	December 31,			December 31,
	2016			2015
	2017			2016
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	~~363~~335,~~015~~591		$	~~471~~363,~~907~~015
Other receivables, deposits and prepayment		747,551			2,175
Account Receivable, net		19,642			—
Amount due from related company		1,152,014			236,279
Other receivables, deposits and prepayment		205,204			747,551
Amount due from a director		23,503			578,358
Amount due from related party		424,413			1,175,517
Short-term investments		122,~~660~~544,644			4012,~~979~~660
Total Current Assets		23,~~298~~529,~~743~~494			12,~~329~~298,~~698~~743
PROPERTY AND EQUIPMENT, NET		6091,~~064~~793			8660,~~471~~064
TOTAL ASSETS	$	23,~~358~~621,~~807~~287		$	12,~~416~~358,~~169~~807
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Other payables and accrued expenses	$	24,~~444~~729,~~571~~249		$	~~906~~2,~~941~~444,571
Amounts due to related party		~~266~~109,~~807~~255			-266,807
Amount due to directors		-			7,736
Total Current Liabilities	$	4,838,504		$	2,711,378
Total Current Liabilities		2,711,378			914,677
Total Liabilities	$	4,838,504		$	2,711,378
Commitments and Contingency (Note 10)
STOCKHOLDERS’ EQUITY
Common stock (Par value of $0.0001: 1,500,000,000 shares authorized; 1,000,055,532 and 200,375,532 shares issued and outstanding as of December 31, 2016 and December 31, 2015)		100,006			20,038
Common stock (Par value of $0.0002: 750,000,000 shares authorized; 500,027,774 shares issued and outstanding as of December 31, 2017 and December 31, 2016)		100,006			100,006
Additional paid in capital		302,166			~~382~~302,~~134~~166
Retained earnings		(533,282	)		265,355
Accumulated deficit		(1,215,994	)		(533,282	)
Non-controlling interest		-(68,101	)		~~101,861~~—
Accumulated other comprehensive income		(221,461	)		(267,896	)
Accumulated other comprehensive loss		(335,294	)		(221,461	)
Total Stockholders’ Equity		(~~352~~1,~~571~~217,217	)		~~501~~(352,~~492~~571	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	23,~~358~~621,~~807~~287		$	12,~~416~~358,~~169~~807

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

F-34

HO WAH GENTING GROUP LIMITED

CONSOLIDATED STATEMENTS ~~OPERATIONS~~ OF OPERATIONS AND COMPREHENSIVE LOSS

	For the year ended December 31,
	For the years ended December 31,
	2016			2015
	2017			2016
REVENUE	$	96260,~~822~~749		$	3596,~~019~~822
COST OF REVENUE		20(213,~~060~~389	)		10(20,~~194~~060)
GROSS PROFIT		7647,~~762~~360			2476,~~825~~762
OPERATING EXPENSES
Administrative expenses		(~~685~~1,~~697~~128,995	)		(~~211~~685,~~133~~697	)
Goodwill written off		-			(4,662	)
Total Operating Expenses		(1,128,995	)		(685,697	)
Total Operating Expenses		(685,697	)		(215,795	)
LOSS FROM OPERATIONS		(1,081,635	)		(608,935	)
LOSS FROM OPERATIONS		(608,935	)		(190,970	)
OTHER (EXPENSES) INCOME, NET
Gain on disposal of short-term investments		1,604			-
Gain (loss) on disposal of short-term investments		(3,257	)		1,604
Fair value gain on short-term investments		-341,400			~~820~~—
Other income		(4,570	)		18,945
Interest income		1,040			—
Other operating expenses		(211,884	)		-
Other income		—			(4,570	)
Exchange (loss) gain		6,524			-
Other operating expenses		—			(211,884	)
Total Other (Expenses) Income, net		(208,326	)		19,765
Exchange (loss) gain		(4,341	)		6,524
NET LOSS BEFORE TAXES		(817,261	)		(171,205	)
Total Other (Expenses) Income, net		334,842			(208,326	)
Income tax expense		(725	)		(121	)
NET LOSS BEFORE TAXES		(746,793	)		(817,261	)
LOSS FROM CONTINUING OPERATIONS		(817,986	)		(171,326	)
Income tax expense		—			(725	)
Gain (loss) from disposal of subsidiary		7,397			-
LOSS FROM CONTINUING OPERATIONS		(746,793	)		(817,986	)
NET LOSS		(810,589	)		(171,326	)
Gain (loss) from disposal of subsidiary		—			7,397
NET LOSS		(746,793	)		(810,589	)
OTHER COMPREHENSIVE (LOSS) INCOME
Foreign currency translation (loss) gain		46(117,~~435~~853	)		~~(122~~46,~~661~~435	)
TOTAL COMPREHENSIVE LOSS		(~~764~~864,~~154~~646	)		(~~293~~764,~~987~~154	)
Net loss contributed to non-controlling interest	$	(1164,~~952~~081	)	$	(11,~~246~~952	)
Net loss contributed to shareholders		(~~798~~682,~~637~~712	)		(~~160~~798,~~080~~637	)
Total net loss		(~~810~~746,~~589~~793	)		(~~171~~810,~~326~~589	)
Total comprehensive loss contributed to non-controlling interest	$	(1868,~~619~~101	)	$	(3318,~~271~~619	)
Total comprehensive loss contributed to shareholders		(~~745~~796,~~535~~545	)		(~~260~~745,~~716~~535	)
Net loss per share
- basic and diluted
Continuing		(0.00	)		(0.00	)
Discontinued		~~(0.00~~—	)		-(0.00	)
		(0.00	)		(0.00	)
Weighted average number of shares outstanding during the period
- basic and diluted		~~830~~500,~~886~~027,~~025~~774			~~200~~415,~~375~~443,~~532~~013

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

F-45

HO WAH GENTING GROUP LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

														Accumulated
	Common stock				Additional						Non			other
	Number of				paid in			Accumulated			controlling			comprehensive
	shares		Amount		capital			deficit			interest			income (loss)			Total
Balance at December 31, 2014		200,375,532	$	20,038	$	382,134		$	425,435		$	-		$	(158,362	)	$	669,245
Balance at December 31, 2015		100,187,766		20,038		382,134			265,355			101,861			(267,896	)		501,492
Acquisition of subsidiary		-		-		-			-			126,234			-			126,234
Reverse merger recapitalization		399,840,000		79,968		(79,968	)		—			—			—			—
Net loss		-		-		-			(160,080	)		(11,246	)		-			(171,326	)
Disposal of subsidiary		—		—		—						(83,242	)		—			(83,242	)
Foreign currency translation gain		-		-		-			-			(13,127	)		(109,534	)		(122,661	)
Net loss		—		—		—			(798,637	)		(11,952	)		—			(810,589	)
Balance at December 31, 2015		200,375,532		20,038		382,134			265,355			101,861			(267,896	)		501,492
Foreign currency translation gain		—		—		—			—			(6,667	)		46,435			39,768
Reverse merger recapitalization		799,680,000		79,968		(79,968	)		-			-			-			-
Balance at December 31, 2016		500,027,766	$	100,006	$	302,166		$	(533,282	)	$	—		$	(221,461	)	$	(352,571	)
Disposal of subsidiary		-		-		-						(83,242	)		-			(83,242	)
Effect from reverse stock split		8		—		—			—			—			—			—
Net loss		-—		-—		-—			(~~798~~682,~~637~~712	)		(1164,~~952~~081	)		-—			(~~810~~746,~~589~~793	)
Foreign currency translation gain		-—		-—		-—			-—			(64,~~667~~020	)		46(113,~~435~~833	)		39(117,~~768~~853	)
Balance at December 31, 2016		1,000,055,532	$	100,006	$	302,166		$	(533,282	)	$	-		$	(221,461	)	$	(352,571	)
Balance at December 31, 2017		500,027,774	$	100,006	$	302,166		$	(1,215,994	)	$	(68,101	)	$	(335,294	)	$	(1,217,217	)

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

F-56

HO WAH GENTING GROUP LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the year ended December 31,
	For the years ended December 31,
	2016			2015
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(~~798~~746,~~637~~793	)		(~~160~~798,~~080~~637	)
Adjusted to reconcile net loss to net cash used in operating activities:
Depreciation – property and equipment		52,~~489~~672			35,~~823~~489
Other receivables, deposits and prepayment		(745,376	)		(1,728	)
Loss from sale of investment		3,257			—
Advance from director		554,855			(236,279	)
Fair value gain on short-term investment		(341,400	)		—
Due from related party		(915,735	)
Other receivables, deposits and prepayment		(1,558,650	)		(745,376	)
Other payables and accrued expenses		12,~~537~~283,~~630~~935			~~906~~1,~~293~~537,630
Income tax payable					-
Amounts due to related party		—			259,071
Amount due to directors		(7,736	)		16,825
Net cash generated from (used in) operating activities		(356,979	)		258,177
Amounts due to related party		266,807			-
Net cash generated from (used in) operating activities		(102,703	)		528,854
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment		(52,~~476~~691	)		(275,~~741~~476	)
Purchase of subsidiary		~~24,937~~—			-24,937
Purchase of equity instruments		22(449,~~394~~887	)		~~(40~~22,~~979~~394	)
Net cash used in investing activities		41,855			(68,720	)
Proceed from sale of investments		123,482			—
Net cash generated from (used in) investing activities		(329,096	)		41,855
CASH FLOWS FROM FINANCING ACTIVITIES
Loss attributable to non-controlling interest		~~(92,963~~—	)		(92,963	)
Net cash provided by financing activities		(92,963	)		92,963
Advance from director		23,503			554,855
EFFECT OF EXCHANGE RATES ON CASH		44,919			(87,307	)
Amount due from related parties		570,049			(915,735	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		(108,892	)		465,790
Net cash provided by financing activities		593,552			(453,843	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		471,907			6,117
EFFECT OF EXCHANGE RATES ON CASH		65,099			44,919
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	363,015		$	471,907
NET INCREASE IN CASH AND CASH EQUIVALENTS		(27,424	)		(108,892	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		363,015			471,907
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	335,591		$	363,015
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest expenses	$	-—		$	-—
Cash paid for income tax	$	~~725~~—			~~121~~725
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Held for sale securities acquired as a consideration of payment of receivables	$	1,960,912		$	—

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

F-67

HO WAH GENTING GROUP LIMITED

NOTES TO FINANCIAL STATEMENTS

(In U.S. dollars)

1.	ORGANIZATION AND BUSINESS

Ho Wah Genting Group Limited (“HWGG”), a Nevada corporation (formerly Computron, Inc.) through Ho Wah Genting Group SDN BHD (“Malaysia HWGG”), a Malaysia company and our wholly owned subsidiary, is engaged to promote travel and entertainment services to members to our partnering resorts and cruises in the Asia region and develop and invest in real estate property.

On September 2, 1985, Malaysia HWGG was incorporated under the laws of Malaysia as a private company limited by shares with the name “Ho Wah Genting Holdings SDN. BHD” for the purpose of functioning as a holding company to obtain ownership interests in Malaysian businesses across various industries. Throughout the years, we have expanded our business operations and undergone multiple name changes and restructuring to fit our evolving business objectives. First on February 17, 1989, the company changed its name to “Ho Wah Genting Group (M) SDN. BHD.” On October 2, 1990, the company changed its name to “Ho Wah Genting Group SDN. BHD.” On December 22, 1990 its name was changed to “Ho Wah Genting Group Berhad” and was converted to a public company limited by shares. Lastly, on January 18, 1995, the company converted back into a private company limited by shares and changed its name to “Ho Wah Genting Group Sdn. Bhd.”

From 1985 to 2005, Malaysia HWGG was involved in wire and cable, taxi, travel agent and tour bus charterers and general insurance agent services. In August 2006, Malaysia HWGG shifted its operations to primarily focus on commercial and residential property investment by purchasing a condominium in Kuala Lumpur, Malaysia and renting it out for revenue.

In 2015, Malaysia HWGG entered the travel and entertainment services business by launching the Exclusive Travel Membership program in Malaysia.

On June 25, 2015, Malaysia HWGG acquired 65% of the equity interests of Beedo SDN BHD (“Beedo”). On July 7, 2015, Beedo increased its issued and paid-up shares from 2,500 to 1,000,000. HWGG acquired an additional 508,375 shares on that date, making its balance of shares 510,000 and effectively diluting its shareholding in Beedo from 65% to 51%. Beedo is mainly engaged in the provision of information technology services. On August 12, 2016, HWGG completed the disposal of its subsidiary, Beedo, by wholly transferring the shares it owns to a related party, Dato’ Lim Hui Boon, for the consideration of $ 118,881 (RM 510,000).

Ho Wah Genting Property Sdn Bhd was incorporated in March 24, 2015. In January 11, 2017, the company acquired 67% of HWGG Property Sdn Bhd for a consideration of approximately US$16 (MYR67). Ho Wah Genting Property Sdn Bhd business activity is in property investment and property development.

REVERSE MERGER

On October 28, 2016, Computron acquired all the issued and outstanding shares of Malaysia HWGG, a privately held Malaysia corporation, pursuant to the Share Exchange Agreement and Malaysia HWGG became the wholly owned subsidiary of Computron in a reverse merger, or the Merger. Pursuant to the Merger, all of the issued and outstanding shares of Malaysia HWGG common stock were converted, at an exchange ratio of 0.56-for-1, into an aggregate of 799,680,000 (560,000 pre-reverse split) shares of Computron common stock and Malaysia HWGG became a wholly owned subsidiary of Computron. The holders of Computron’s common stock as of immediately prior to the Merger held an aggregate of 200,375,532 (140,319 pre-reverse split) shares of Computron’s common stock. The accompanying financial statements share and per share information has been retroactively adjusted to reflect the exchange ratio in the Merger. Subsequent to the Merger, Computron’s name was changed from “Computron, Inc.” to “Ho Wah Genting Group Limited.”.

On November 4, 2016, we completed and closed a share exchange (the “Share Exchange”) under a Share Exchange Agreement (the “Share Exchange Agreement”) of the same date by and among us, Malaysia HWGG and the shareholders of Malaysia HWGG pursuant to which Malaysia HWGG became a wholly owned subsidiary of ours. In the Share Exchange, all of the outstanding shares of Malaysia HWGG were converted into shares of our Common Stock.

In connection with the Share Exchange and pursuant to the Split-Off Agreement (defined below), we transferred our pre-Share Exchange assets and liabilities to our pre-Share Exchange majority stockholder, in exchange for the surrender by him and cancellation of 5,000,000 shares of our Common Stock.

Under generally accepted accounting principles in the United States, (“U.S. GAAP”) because Malaysia HWGG’s former stockholders received the greater portion of the voting rights in the combined entity and Malaysia HWGG’s senior management represents all of the senior management of the combined entity, the Merger was accounted for as a recapitalization effected by a share exchange, wherein Malaysia HWGG is considered the ~~acquirer~~ acquirer for accounting and financial reporting purposes. The assets and liabilities of Malaysia HWGG have been brought forward at their book value and no goodwill has been recognized. Accordingly, the assets and liabilities and the historical operations that are reflected in Malaysia HWGG'’s consolidated financial statements are those of Malaysia HWGG and are recorded at the historical cost basis of Malaysia HWGG.

F-78

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying consolidated financial statements of the Company have been prepared in accordance with U.S. GAAP.

This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred. The Company’s financial statements are expressed in U.S. dollars.

Principles of consolidation

~~The~~For the year ended December 31, 2016, the consolidated financial statements include the accounts of HWGG, Malaysian HWGG and its subsidiary, Beedo, collectively referred to within as the Company. ~~All~~On August 12, 2016, HWGG completed the disposal of its subsidiary, Beedo, by wholly transferring ~~material~~the ~~intercompany~~shares ~~accounts~~it owns to a related party, ~~transactions~~Dato’ Lim Hui Boon, ~~and~~for ~~profits~~the ~~have~~consideration ~~been~~of ~~eliminated~~$118,881 ~~upon~~(RM ~~consolidation~~510,000). Since selling its interest of Beedo, we no longer participate in the information technology services industry.

Ho Wah Genting Property Sdn Bhd, a 67% owned subsidiary, was incorporated in Malaysia on March 24, 2015. The Company is primarily engaged in property investment and property development. In January 11, 2017, the company acquired 67% of HWGG Property Sdn Bhd for a consideration of approximately US$16 (MYR67). Ho Wah Genting Property Sdn Bhd business activity is in property investment and property development.

Thus, as of and for the year ended December 31, 2017, the consolidated financial statements include the accounts of HWGG, Malaysian HWGG and Ho Wah Genting Property Sdn Bhd.

All material intercompany accounts, transactions, and profits have been eliminated upon consolidation.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain 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 revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Foreign currency translation and transactions

The functional currency of the Company is the Malaysian Ringgit (“MYR”) and reporting currency of the Company is the United States Dollar (“USD”). The financial statements of the Company are translated into USD using the exchange rate as of the balance sheet date for assets and liabilities and average exchange rate for the year for income and expense items. Translation gains and losses are recorded in accumulated other comprehensive income or loss as a component of shareholders’ equity.

F-89

Cash and cash equivalents

The Company considers highly-liquid investments with maturities of three months or less, when purchased, to be cash equivalents. AsCash ofand ~~December~~cash ~~31,~~equivalents ~~2016~~include cash on hand and ~~2015~~amount on deposit with Malaysia financial institutions, ~~the~~which ~~Company’s cash~~amounts ~~and~~may ~~cash~~at ~~equivalents~~times ~~were~~exceed ~~comprised~~Malaysia ofgovernment ~~cash~~insured inlimits. The ~~bank~~Company ofhas ~~$363,015~~not experienced any losses on such accounts and ~~$471,907,~~it ~~respectively~~does not believe it is exposed to any significant credit risk.

Investments

The Company invests its excess cash primarily in equity instruments of high-quality corporate issuers listed on the Main Board of Bursa Malaysia. Such securities are classified as short-term investments. ~~They~~and are ~~classified~~valued asat ~~available-for-~~the last reported closing price on the balance sheet date. If no sale ~~and~~price ~~carried~~was reported on that date, they are valued at ~~fair~~the last reported trading day closing price. Changes in the value of these investments are recognized as unrealized gain or loss in the statement of income.

Changes in the value of these investments are primarily related to changes in their share prices and are considered to be temporary in nature. Except for declines in fair value that are not considered temporary, net unrealized gains or losses on these investments are reported in the Consolidated Statements of Comprehensive Loss. The Company recognizes realized gains and losses upon sale of investments using the specific identification method.

Fair value of financial instruments

FASB ASC 820, “Fair Value Measurement,” specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs). In accordance with ASC 820, the following summarizes the fair value hierarchy:

Level 1 Inputs – Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access.

Level 2 Inputs – Inputs other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3 Inputs – Inputs based on prices or valuation techniques that are both unobservable and significant to the overall fair value measurements.

ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is ~~significant~~ significant to the fair value measurements. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. As of December 31, ~~2016~~2017 and ~~2015~~2016, ~~none of~~ the Company’s has assets ~~and~~measured ~~liabilities were required to be reported~~ at fair value on a recurring basis subject to the disclosure requirements of ASC 820 of $2,544,644 and $12,660 respectively. Carrying values of non-derivative financial instruments, including cash, accounts receivables, payables and accrued liabilities, approximate their fair values due to the short term nature of these financial instruments. There were no changes in methods or assumptions during the periods presented.

Property and equipment, net

Property and equipment are carried at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives:

~~Leasehold building~~	50Leasehold ~~years~~building	50 years
~~Computer and software~~	5Computer ~~years~~and software	5 years
~~Furniture and fixtures~~	5Furniture ~~years~~and fixtures	5 years
Leasehold improvement	10 years

F-910

Goodwill and intangible assets

Goodwill is calculated as the purchase premium after adjusting for the fair value of net assets acquired. Goodwill is not amortized but is reviewed for potential impairment on an annual basis, or when events or circumstances indicate a potential impairment, at the reporting unit level.

Under applicable accounting guidance, the goodwill impairment analysis is a two-step test. The first step of the goodwill impairment test involves comparing the fair value of each reporting unit with its carrying amount including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired; however, if the carrying amount of the reporting unit exceeds its fair value, the second step must be performed to measure potential impairment. The second step involves calculating an implied fair value of goodwill for each reporting unit for which the first step indicated possible impairment. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination, which is the excess of the fair value of the reporting unit, as determined in the first step, over the aggregate fair values of the assets, liabilities and identifiable intangibles as if the reporting unit was being acquired in a business combination.

Measurement of the fair values of the assets and liabilities of a reporting unit is consistent with the requirements of the fair value measurements accounting guidance, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The adjustments to measure the assets, liabilities, and intangibles at fair value are for the purpose of measuring the implied fair value of goodwill and such adjustments are not reflected in the consolidation balance sheet. If the implied fair value of goodwill exceeds the goodwill assigned to the reporting unit, there is no impairment. If the goodwill assigned to a reporting unit exceeds the implied fair value of goodwill, an impairment charge is recorded for the excess. An impairment loss recognized cannot exceed the amount of goodwill assigned to a reporting unit. An impairment loss establishes a new basis in the goodwill and subsequent reversals of goodwill impairment losses are not permitted under applicable accounting guidance.

Goodwill amounting to $4,662 was generated from the acquisition of Beedo on June 25, 2015. In 2015, the Company recorded a goodwill write-down of $4,662, which eliminated all remaining goodwill of the Company. Goodwill was determined to have been impaired because of the current financial condition of the Company and the Company’s inability to generate future operating income. Furthermore, the Company’s anticipated future cash flows indicate that the recoverability of goodwill is not reasonably assured. The goodwill write-down was included as a component of operating expense in 2015.

For intangible assets subject to amortization, an impairment loss is recognized if the carrying amount of the intangible asset is not recoverable and exceeds fair value. The carrying amount of the intangible asset is considered not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset.

Revenue recognition

The Company provides rental~~, Information~~ ~~technology~~ and junket operation services to customer. ~~For the years ended December 31, 2016 and 2015, the Company has recognized $5,801 and $6,147 in lease revenue respectively, based upon its annual rental over the life of the operating lease.~~ Lease revenue is recognized using the straight-line method in accordance with ASC Topic 970-605, “Real Estate – General – Revenue Recognition” (“ASC Topic 970-605”). For the years ended December 31, 2016 and 2015, the Company has recognized $ 74,291 and $28,872, respectively, in revenue from the provision of information technology services. Revenue from the provision of information technology services is recognized when (a) there is persuasive evidence that an arrangement exists, (b) delivery has occurred, (c) the vendor’s fee is fixed or determinable and (d) collectability is probable in accordance with ASC Topic 985-605, “Software – Revenue Recognition” (“ASC 985-605”). Junket operation revenue is recognized when service is performed, vendor’s fee is fixed or determinable and collectability is probable. ~~For the years ended December 31, 2016 and 2015, the Company recognized $16,730 and nil, respectively in revenue from junket operations.~~

Income taxes

Current income taxes are provided for in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the combined financial statements. Net operating loss carry forwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics.

~~F-10~~U.S. Corporate Income Tax

The ~~impact~~Company ofis ansubject ~~uncertain~~to U.S. corporate income tax ~~position~~on its taxable income at a rate of up to 21% for taxable years beginning after December 31, 2017 and U.S. corporate income tax on its ~~the~~taxable income of up to 35% for prior tax ~~return~~years. isRecent ~~recognized~~U.S. atfederal tax legislation, commonly referred to as the ~~largest~~Tax ~~amount~~Cuts and ~~that~~Jobs isAct ~~more-likely-than-not~~(the to“U.S. beTax ~~sustained~~Reform”), ~~upon~~was ~~audit~~signed into law on December 22, 2017. The U.S. Tax Reform significantly modified the U.S. Internal Revenue Code by, among other things, reducing the ~~relevant tax~~statutory ~~authority~~U.S. Anfederal ~~uncertain~~corporate income tax ~~position~~rate from ~~will~~35% ~~not~~to be21% ~~recognized~~for iftaxable ityears ~~has~~beginning ~~less~~after ~~than~~December 31, a2017; ~~50%~~limiting ~~likelihood~~and/or ofeliminating ~~being~~many ~~sustained.~~business deductions; ~~Interest~~migrating ~~and~~the ~~penalties~~U.S. onto ~~income~~a ~~taxes~~territorial ~~are~~tax ~~classified~~system aswith a ~~component~~one-time oftransition ~~the~~tax ~~provisions~~on ~~for~~a ~~income~~mandatory ~~taxes.~~deemed ~~The~~repatriation ~~Company~~of ~~recognized~~previously ~~$725~~deferred ~~and~~foreign ~~$121~~earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax ~~expense~~on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the ~~year~~one-time ~~ended~~transition ~~December~~tax 31over eight years, ~~2016~~or ~~and~~in ~~2015,~~a ~~respectively~~single lump-sum payment. See Note 8 – Income Tax.

To the extent that portions of its U.S. taxable income, such as Subpart F income or global intangible low-taxed income (“GILTI”), are determined to be from sources outside of the U.S., subject to certain limitations, the Company may be able to claim foreign tax credits to offset its U.S. income tax liabilities. Any remaining liabilities are accrued in the Company’s consolidated statements of comprehensive income and estimated tax payments are made when required by U.S. law.

F-11

The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes are classified as a component of the provisions for income taxes.

Comprehensive loss

Comprehensive loss includes net loss and cumulative foreign currency translation adjustments and is reported in the Combined Statement of Comprehensive Loss.

Loss per share

The loss per share is computed using the weighted average number of shares outstanding during the fiscal years. For the years ended December 31, ~~2016~~2017 and ~~2015~~2016, there is no dilutive effect due to net loss for the periods.

Segment reporting

ASC Topic 280 requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. During the year ended December 31, ~~2016~~2017, the Company operated in three reportable business segments: (1) investment property holding which generates rental income from the leasing out of its leasehold building, and (2) exclusive membership and junket operations, and (3) information technology services, which generates revenue from the provision of information technology services, and (4) others which comprise of general operating and administrative expenses, and other income/expenses not directly attributable to the sources of revenue of the Company for the years ended December 31, 2016 and 2015.

The others which comprise of general operating and administrative expenses, and other income/expenses not directly attributable to the sources of revenue of the Company for the years ended December 31, 2017 and 2016.

Related party transactions

A related party is generally defined as:

(i) any person that holds the Company’s securities including such person’s immediate families,

(ii) the Company’s management,

(iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or

(iv) anyone who can significantly influence the financial and operating decisions of the Company.

A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

F-11

Recently issued accounting pronouncements

The FASB has issued Accounting Standards Update (ASU) No. 2015-01, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.

The FASB issued this ASU as part of its initiative to reduce complexity in accounting standards. The objective of the simplification initiative is to identify, evaluate, and improve areas of U.S. GAAP for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to the users of financial statements.

This ASU eliminates from U.S. GAAP the concept of extraordinary items. Subtopic 225-20, Income Statement - Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item.

If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item.

The FASB heard from stakeholders that the concept of extraordinary items causes uncertainty because it is unclear when an item should be considered both unusual and infrequent. Additionally, some stakeholders said that although users find information about unusual or infrequent events and transactions useful, they do not find the extraordinary item classification and presentation necessary to identify those events and transactions. Other stakeholders noted that it is extremely rare in current practice for a transaction or event to meet the requirements to be presented as an extraordinary item.

This ASU will also align more closely U.S. GAAP income statement presentation guidance with IAS 1, Presentation of Financial Statements, which prohibits the presentation and disclosure of extraordinary items.

The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The effective date is the same for both public business entities and all other entities.

The FASB has issued an Accounting Standards Update (ASU) No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which is intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions).

The ASU focuses on the consolidation evaluation for reporting organizations (public and private companies and not-for-profit organizations) that are required to evaluate whether they should consolidate certain legal entities.

In addition to reducing the number of consolidation models from four to two, the new standard simplifies the FASB Accounting Standards Codification™ and improves current U.S. GAAP by:

-Placing more emphasis on risk of loss when determining a controlling financial interest. A reporting organization may no longer have to consolidate a legal entity in certain circumstances based solely on its fee arrangement, when certain criteria are met.

F-12

~~-Reducing~~ Recently ~~the~~Issued ~~frequency~~Accounting ~~of the application of related-party guidance when determining a controlling financial interest in a variable interest entity (VIE).~~Pronouncements:

Revenue Recognition: In May 2014, the FASB issued ASU No. 2014-~~Changing~~09, ~~consolidation~~Revenue ~~conclusions~~from ~~for~~Contracts with Customers (Topic 606). The amendments in ASU 2015-14 defer ~~public~~the effective date of ASU 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain ~~private~~employee ~~companies~~benefit plans should apply the guidance in ~~several~~ASU ~~industries~~2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that ~~typically~~reporting ~~make~~period. ~~use~~Earlier application is permitted only as of ~~limited~~annual ~~partnerships~~reporting periods orbeginning ~~VIEs~~after December 15, 2016, including interim reporting periods within that reporting period. We will apply the new revenue standard beginning January 1, 2018. Each of the revenue streams will has been be analysed in accordance with the new revenue standard to determine the impact on our consolidated financial statements. We do not expect the new revenue standard to have a material impact on our consolidated financial statements.

~~The~~Financial instrument : ~~ASU~~In ~~will~~January be2016, ~~effective~~the ~~for~~FASB ~~periods~~issued ~~beginning after~~ASU ~~December~~No. 152016-01, ~~2015,~~“Financial ~~for~~Instruments ~~public~~- ~~companies.~~Overall ~~For~~(Subtopic ~~private~~825-10): Recognition ~~companies~~ and ~~not-for-profit~~Measurement ~~organizations,~~of ~~the~~Financial Assets and Financial Liabilities” (“ASU ~~will~~2016-01”). beThe ~~effective~~standard addresses ~~for~~certain ~~annual~~aspects ~~periods~~of ~~beginning~~recognition, ~~after~~measurement, ~~December 15~~presentation, and disclosure of financial instruments. ASU 2016;-01 ~~and~~is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017., ~~Early~~and early adoption is not permitted. Accordingly, ~~including~~the ~~adoption~~standard inis aneffective ~~interim~~for ~~period~~us on January 1, 2018. We are currently evaluating the impact that the standard will have on our consolidated financial statements.

~~The~~Leases : In ~~FASB~~February ~~has~~2016, ~~issued~~the ~~Accounting~~FASB ~~Standards Update~~issued ASU No. ~~2015~~2016-0502, ~~Intangibles~~Leases -(Topic ~~Goodwill~~842) ~~and~~(“ASU ~~Other~~ 2016-2”), ~~Internal-Use~~which ~~Software~~provides ~~(Subtopic~~guidance ~~350-40):~~on ~~Customer’s Accounting~~lease ~~for~~amendments ~~Fees~~to ~~Paid~~the inFASB aAccounting ~~Cloud~~Standard ~~Computing Arrangement~~Codification. ~~Existing~~This ~~GAAP~~ASU ~~does~~will ~~not~~be ~~include~~effective ~~explicit guidance about a customer’s accounting~~ for ~~fees~~us ~~paid~~beginning in aJanuary ~~cloud~~1, ~~computing arrangement~~2019. ~~Examples~~We ofare currently ~~cloud~~in ~~computing~~the ~~arrangements~~process ~~include:~~of ~~(a)~~evaluating ~~software~~the asimpact aof ~~service; (b)~~the ~~platform~~adoption asof aASU ~~service;~~2016-2 ~~(c)~~on ~~infrastructure~~our asconsolidated afinancial ~~service; and (d) other similar hosting arrangements~~statements.

~~The~~Stock-based Compensation ~~amendments~~: In ~~add~~March ~~guidance~~2016, tothe ~~Subtopic 350~~FASB issued ASU 2016-4009, Compensation—Stock ~~Intangibles~~Compensation (Topic -718): ~~Goodwill~~Improvements ~~and~~to ~~Other~~Employee Share-Based ~~Internal~~Payment Accounting (ASU 2016-~~Use~~09). ~~Software,~~ASU ~~which~~2016-09 ~~will~~changes ~~help~~how ~~entities~~companies ~~evaluate~~account for certain aspects of stock-based awards to employees, including the accounting for ~~fees~~income taxes, forfeitures, and statutory ~~paid~~tax bywithholding arequirements, ~~customer~~as inwell aas ~~cloud~~classification ~~computing~~in ~~arrangement.~~the ~~The~~statement ~~guidance~~of ~~already~~cash ~~exists~~flows. inASU ~~the~~2016-09 ~~FASB~~is ~~Accounting~~effective ~~Standards~~for ~~Codification™~~ us in the ~~paragraphs~~first ~~985-605-55-121~~quarter ~~through 55-123~~of 2018, ~~but~~and itearlier adoption is ~~included~~permitted. inWe aare ~~Subtopic~~still ~~applied~~evaluating bythe ~~cloud~~effect ~~service~~that ~~providers~~this toguidance ~~determine~~will ~~whether~~have anon ~~arrangement~~our ~~includes~~consolidated ~~the~~financial ~~sale~~statements orand ~~license~~related ~~of software~~disclosures.

The amendments provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The amendments do not change the accounting for a customer’s accounting for service contracts. As a result of the amendments, all software licenses within the scope of Subtopic 350-40 will be accounted for consistent with other licenses of intangible assets.

For public business entities, the amendments will be effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. For all other entities, the amendments will be effective for annual periods beginning after December 15, 2015, and interim periods in annual periods beginning after December 15, 2016. Early adoption is permitted for all entities.

An entity can elect to adopt the amendments either: (1) prospectively to all arrangements entered into or materially modified after the effective date; or (2) retrospectively. For prospective transition, the only disclosure requirements at transition are the nature of and reason for the change in accounting principle, the transition method, and a qualitative description of the financial statement line items affected by the change. For retrospective transition, the disclosure requirements at transition include the requirements for prospective transition and quantitative information about the effects of the accounting change.

The FASB has issued ASU No. 2015-06, Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions (a consensus of the FASB Emerging Issues Task Force). The amendments apply to master limited partnerships subject to the Master Limited Partnerships Subsections of Topic 260, Earnings per Share, that receive net assets through a dropdown transaction.

F-13

The amendments specify that for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required.

Current GAAP does not contain guidance for master limited partnerships that specifies how historical earnings per unit should be affected when a dropdown transaction occurs that is accounted for as a transaction between entities under common control.

The amendments are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted. The amendments should be applied retrospectively for all financial statements presented.

The FASB has issued Accounting Standards Update 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). The amendments apply to reporting entities that elect to measure the fair value of an investment using the net asset value per share (or its equivalent) practical expedient.

Topic 820, Fair Value Measurement, permits a reporting entity, as a practical expedient, to measure the fair value of certain investments using the net asset value per share of the investment. Currently, investments valued using the practical expedient are categorized within the fair value hierarchy on the basis of whether the investment is redeemable with the investee at net asset value on the measurement date, never redeemable with the investee at net asset value, or redeemable with the investee at net asset value at a future date. For investments that are redeemable with the investee at a future date, a reporting entity must consider the length of time until those investments become redeemable to determine the classification within the fair value hierarchy.

The amendments remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendments also remove the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient.

The amendments are effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. A reporting entity should apply the amendments retrospectively to all periods presented. The retrospective approach requires that an investment for which fair value is measured using the net asset value per share practical expedient be removed from the fair value hierarchy in all periods presented in an entity’s financial statements. Earlier application is permitted.

The FASB has issued Accounting Standards Update (ASU) No. 2015-10, Technical Corrections and Improvements. The amendments cover a wide range of Topics in the FASB Accounting Standards Codification™ (Codification). The amendments generally fall into one of the types of amendments listed below.

1. Amendments Related to Differences between Original Guidance and the Codification. These amendments arose because of differences between original guidance (e.g., FASB Statements, EITF Issues, and so forth) and the Codification. These amendments principally carry forward pre-Codification guidance or subsequent amendments into the Codification. Many times, either the writing style or phrasing of the original guidance did not directly translate into the Codification format and style. As a result, the meaning of the guidance might have been unintentionally altered. Alternatively, amendments in this section may relate to guidance that was codified without some text, references, or phrasing that, upon review, was deemed important to the guidance.

F-14

2. Guidance Clarification and Reference Corrections. These amendments provide clarification through updating wording, correcting references, or a combination of both. In most cases, the feedback suggested that, without these enhancements, guidance may be misapplied or misinterpreted.

3. Simplification. These amendments streamline or simplify the Codification through minor structural changes to headings or minor editing of text to improve the usefulness and understandability of the Codification.

4. Minor Improvements. These amendments improve the guidance and are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities.

The amendments represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. In addition, some of the amendments will make the Codification easier to understand and easier to apply by eliminating inconsistencies, providing needed clarifications, and improving the presentation of guidance in the Codification.

Transition guidance varies based on the amendments. The amendments that require transition guidance are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. All other amendments will be effective upon issuance.

The FASB has issued Accounting Standards Update (ASU) No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The amendments in ASU 2015-14 defer the effective date of ASU 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period.

All other entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. All other entities may apply the guidance in ASU 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities also may apply the guidance in ASU 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance in ASU 2014-09. The FASB has issued Accounting Standards Update (ASU) No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date.

F-15

The FASB has issued Accounting Standards Update (ASU) No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. To simplify the accounting for adjustments made to provisional amounts recognized in a business combination, the amendments eliminate the requirement to retrospectively account for those adjustments.

U.S. GAAP currently requires that during the measurement period, the acquirer retrospectively adjust the provisional amounts recognized at the acquisition date with a corresponding adjustment to goodwill. Those adjustments are required when new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts initially recognized or would have resulted in the recognition of additional assets or liabilities. The acquirer also must revise comparative information for prior periods presented in financial statements as needed, including revising depreciation, amortization, or other income effects as a result of changes made to provisional amounts.

The amendments require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date.

The amendments require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date.

For public business entities, the amendments are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective date with earlier application permitted for financial statements that have not been issued.

The only disclosures required at transition should be the nature of and reason for the change in accounting principle. An entity should disclose that information in the first annual period of adoption and in the interim periods within the first annual period if there is a measurement-period adjustment during the first annual period in which the changes are effective.

The FASB has issued Accounting Standards Update (ASU) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which changes how deferred taxes are classified on organizations’ balance sheets.

F-16

The ASU eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent.

Financial instrument: In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The standard addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. ASU 2016-01 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is not permitted. Accordingly, the standard is effective for us on September 1, 2018. We are currently evaluating the impact that the standard will have on our consolidated financial statements.

Leases: In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-2”), which provides guidance on lease amendments to the FASB Accounting Standard Codification. This ASU will be effective for us beginning in May 1, 2019. We are currently in the process of evaluating the impact of the adoption of ASU 2016-2on our consolidated financial statements.

Stock-based Compensation: In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09). ASU 2016-09 changes how companies account for certain aspects of stock-based awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for us in the first quarter of 2018, and earlier adoption is permitted. We are still evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

Financial Instruments - Credit Losses: In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): The amendments in this Update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The amendments broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss, which will be more decision useful to users of the financial statements. ASU 2016-13 is effective for the Company for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is allowed as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is still evaluating the effect that this guidance will have on the Company’s consolidated financial statements and related disclosures.

Statement of Cash Flows: In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): The amendments in this Update apply to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under Topic 230. The amendments in this Update provide guidance on the following eight specific cash flow issues. The amendments are an improvement to GAAP because they provide guidance for each of the eight issues, thereby reducing the current and potential future diversity in practice described above. ASU 2016-15 is effective for the Company for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is still evaluating the effect that this guidance will have on the Company’s consolidated financial statements and related disclosures.

F-1713

The amendments apply to all organizations that present a classified balance sheet. For public companies, the amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For private companies, not-for-profit organizations, and employee benefit plans, the amendments are effective for financial statements issued for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018.

3.	GOING CONCERN UNCERTAINTIES

These consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

For the year ended December 31, ~~2016~~2017, ~~the~~ the Company reported a net loss of $~~798~~746,~~637~~793 and working capital deficit of $~~412~~1,~~635~~309,010. The Company had an accumulated deficit of $~~533~~1,~~282~~ 215,994 as of December 31, ~~2016~~2017 due to the fact that the Company incurred losses during the year ended December 31, ~~2016~~ 2017.

The continuation of the Company as a going concern is dependent upon improving the profitability and the continuing financial support from its stockholders or other capital sources. Management believes that the continuing financial support from the existing shareholders or external debt financing will provide the additional cash to meet the Company’s obligations as they become due.

These consolidation financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of the Company’s ability to continue as a going concern.

F-1814

4. ~~CASH~~HELD ~~AND AVAILABLE~~ FOR ~~SALE~~TRADING SECURITIES

	Estimated Fair Value
	As of December 31, 2016		As of December 31, 2015
	As of December 31, 2017		As of December 31, 2016
Cash and cash equivalents:
Cash	$	363,015	$	471,907
Short-term investments:
Quoted shares in Malaysia		1293,~~660~~504		4012,~~979~~660
Total short-term investments		12,660		40,979
Quoted shares in U.S. (OTC) – (Vitaxel Group Limited, stock code VXEL)		2,451,140		—
Total cash, and cash equivalents, and short-term investments	$	375,675	$	512,886
Total short-term investments		2,544,644		12,660

~~Realized~~The ~~gains~~assets ~~and~~measured ~~realized~~at ~~losses~~fair ~~were~~value on a ~~not~~recurring ~~significant~~basis ~~for~~subject ~~either~~to the disclosure requirements of ~~the~~ASC ~~years~~820 ~~ended~~as of December 31, ~~2016~~2017 orand ~~2015. As of~~ December 31, 2016 ~~unrealized~~are ~~loss on investment was~~ $2,~~745. As of December 31~~544,644 and ~~2015~~$12,660 ~~unrealized gain on investments was $820~~respectively.

~~During the years ended December 31, 2016 and 2015, the Company did not recognize any impairment charges on outstanding investments~~5. AsOTHER ~~of December 31, 2016, the Company did not consider any of its investments to be other-than-temporarily impaired.~~RECEIVABLES

5. OTHER RECEIVABLES, NET

Other receivables consist of the following:

			As of December 31, 2016			As of December 31, 2015
		As of December 31, 2017			As of December 31, 2016
Deposits	(1)		$	746,386		$	2,175
Deposits (1)		$	196,867		$	746,386
Prepayment	(2)			1,165			-
Prepayment (2)			8,337			1,165
		$	$205,204	~~747,551~~	$	$747,551	~~2,175~~

(1)	Deposits represented payments for telephone, electricity, water, maintenance fee, rental & utility and parking.

(2)	Prepayment represented prepayments for maintenance fee, sinking fund and fire assurance.

F-1915

6.	PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

	As of December 31, 2016			As of December 31, 2015
	As of December 31, 2017			As of December 31, 2016
Leasehold building	$	7078,~~543~~227		$	7370,~~741~~543
Computer and software		313,~~979~~845			13,~~024~~979
Furniture and fixtures		~~505~~19,627			~~22,254~~505
Leasehold improvement		-			4,971
		111,699			75,027
		75,027			101,990
Less: Accumulated depreciation		(19,906	)		(14,963	)
Less: Accumulated depreciation		(14,963	)		(15,519	)
Balance at end of year	$	91,793		$	60,064
Balance at end of year	$	60,064		$	86,471

Depreciation expenses charged to the statements of operations with the average exchange rate for the year ended December 31, ~~2016~~2017 and the year ended December 31, ~~2015~~2016 were $2,~~186~~672 and $32,~~823~~186, respectively.

7.	OTHER PAYABLES AND ACCRUALS

	As of December 31, 2016		As of December 31, 2015
	As of December 31, 2017		As of December 31, 2016
Other payables	$	2,440,117	$	903,654
Other payables (1)	$	4,692,631	$	2,440,117
Accruals		436,~~454~~618		34,~~287~~454
	$	24,~~444~~729,~~571~~249	$	~~906~~2,~~941~~444,571

(1)

Other payables mainly consist of members redemption balance

8.	INCOME TAX

Income taxes consisted of Malaysia income tax and U.S. income tax. There was no provision of income taxes made in respect of the two countries for the years ended December 31, 2017. The provision of income taxes made in Malaysia for the years ended December 31, 2016 is $725.

Provision for income taxes consisted of the following:

	For the year ended
	December 31, 2016		December 31, 2015
	December 31, 2017		December 31, 2016
Current:
Provision for Malaysian income tax	$	~~725~~—	$	~~121~~725
Provision for U.S. income tax		-—		-—
Deferred:
Provision for Malaysian income tax		-—		-—
Provision for U.S. income tax
	$	~~725~~—	$	~~121~~725

F-2016

Malaysia

Malaysia HWGG recorded a loss before income tax of $~~583~~523,~~804~~175 and $~~171~~583,~~205~~804 for the ~~year~~years ended December 31, ~~2016~~2017 and ~~2015~~2016, respectively. A reconciliation of the provision for income taxes with amounts determined by applying the Malaysian income tax rate of 24% and 2524% for the years ended December 31, ~~2016~~2017 and ~~2015,~~ 2016, respectively, to income before income taxes are as follows:

	For the year ended
	For the years ended
	December 31, 2016			December 31, 2015
	December 31, 2017			December 31, 2016
Profit (loss) before income tax	$	(~~583~~523,~~804~~175	)	$	(~~171~~583,~~205~~804	)
Permanent difference		~~586~~523,~~704~~175			~~171~~586,~~689~~704
Taxable income	$	~~2,900~~—		$	~~484~~2,900
Malaysian income tax rate		24	%		2524	%
Current tax expenses	$	~~725~~—		$	~~121~~725
Less: Valuation allowance					-
Income tax expenses	$	~~725~~—		$	~~121~~725

United States of America

HWGG is a company incorporated in State of Nevada and recorded a loss before income tax of $~~208~~159,~~830~~537 and ~~nil~~$208,830 for the year ended December 31, ~~2016~~2017 and ~~2015~~2016, respectively. A reconciliation of the provision for income taxes with amounts determined by applying the United States Federal income tax rate of 34% for the years ended December 31, ~~2016~~2017 and ~~2015~~2016, respectively, to income before income taxes are as follows:

	For the year ended
	For the years ended
	December 31, 2016			December 31, 2015
	December 31, 2017			December 31, 2016
Profit (loss) before income tax	$	(~~208~~159,~~830~~537	)	$	-(208,830	)
Permanent difference		~~208~~159,~~830~~537			-208,830
Taxable income	$	-—		$	-—
Malaysian income tax rate		34	%		34	%
U.S. income tax rate		34	%		34	%
Current tax expenses	$	-—		$	-—
Less: Valuation allowance		—			-—
Income tax expenses	$	-—		$	-—

No deferred tax has been provided as there are no material temporary differences arising during the ~~year~~years ended December 31, ~~2016~~2017 and ~~2015~~2016.

U.S. Corporate Income Tax

The Company’s management has yet to evaluate the effect of the U.S. Tax Reform on Ho Wah Genting Group Limited. Management may update its judgment of that effect based on its continuing evaluation and on future regulations or guidance issued by the U.S Department of the Treasury, and specific actions the Company may take in the future.

One-Time Transition Tax Related to U.S. Tax Reform

The Company’s management has evaluated the on-time transition tax and estimated that there will not be such tax due for the Company.

9.	RELATED PARTY TRANSACTIONS

As of December 31, ~~2016~~2017 and ~~2015~~2016, amounts due from related ~~parties~~ parties were as follows:

	As of December 31, 2016		As of December 31, 2015
	As of December 31, 2017		As of December 31, 2016
Ho Wah Genting Berhad	$	544,096	$	2,573
Ho Wah Genting Berhad (1)	$	247,280	$	544,096
Vitaxel SDN BHD		585,619		233,100
Vitaxel Sdn Bhd (2)		—		585,619
Vitaxel Online Mall SDN BHD		22,299		606
Vitaxel Online Mall Sdn Bhd (3)		24,728		22,299
	$	1,152,014	$	236,279
Ho Wah Genting Holiday Sdn Bhd (2)		14,837		—
Ho Wah Genting ShenZhen Limited (2)		133,974		—
Marvel Theme Park City Sdn Bhd (4)		3,594		—
Lim Chun Hoo (2)		—		23,503
	$	424,413	$	1,175,517

The amounts due from related ~~companies are~~parties are unsecured, interest-free and repayable on demand.

As(1) ofOur ~~December~~President ~~31,~~Dato’ ~~2016~~Lim ~~and~~Hui ~~2015,~~Boon ~~amounts due~~is ~~from~~also ~~directors~~the ~~were~~Group asPresident ~~follows:~~and shareholder of Ho Wah Genting Berhad.

	As of December 31, 2016		As of December 31, 2015
Dato' Lim Boon Hui	$	-	$	578,358
Lim Chun Hoo		23,503
	$	23,503	$	578,358

(2)

Lim Chun Hoo, our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and director, is also a director of Ho Wah Genting Holiday Sdn Bhd, Ho Wah Genting Shenzhen Limited and Beedo Sdn Bhd. He was also director of Vitaxel Group Limited, parent company of its wholly owned subsidiary Vitaxel Sdn Bhd, until his resignation from that position on March 31, 2017.

~~The~~During ~~amounts~~the ~~due~~year 2017, Malaysia HWGG agreed to offset the owing from aSilver ~~director~~Rhythm ~~were~~by ~~unsecured,~~receiving common stock of Vitaxel Group Limited from Lim Chun Yen. Lim Chun ~~interest-free~~Yen owes Silver Rhythm US$1,960,912 and ~~repayable~~Silver Rhythm owes Malaysia HWGG. To settle the debts, the 3 parties decided to enter into the shares agreement on ~~demand~~October 2, 2017 to offset each other’s debt by using the common stock of Vitaxel owned by Lim Chun Yen. As a result, HWGG Malaysia has acquired 1,960,912 shares of Vitaxel Group Limited, a Nevada corporation in U.S for the price of USD1 per share from Lim Chun Yen, a nephew of Dato Lim Hui Boon, the President of the Company. The share closing market price at the end December 31, 2017 was USD1.25.

~~F-21~~(3) Liew Jenn Lim, one of our directors since March 1, 2017, is also a director of Vitaxel Online Mall Sdn Bhd, Beedo Sdn Bhd and Vspark Malaysia Sdn Bhd.

As(4) ofMarvel ~~December~~Theme ~~31,~~Park ~~2016~~City ~~and~~Sdn ~~2015~~Bhd is a shareholder of our subsidiary company, ~~amounts~~Ho ~~due~~Wah toGenting ~~directors~~Property ~~were as~~Sdn ~~follows:~~Bhd.

	As of December 31, 2016		As of December 31, 2015
Gavin Lim Chun Hoo	$	-	$	7,718
Liew Jenn Lim		-		18
	$	-	$	7,736

F-17

~~Gavin~~As ~~Lim~~of ~~Chun~~December ~~Hoo~~31, 2017 and ~~Liew~~2016, ~~Jenn Lim are directors of Beedo. The~~ amounts due to ~~directors~~related parties were ~~unsecured,~~as ~~interest-free and repayable on demand.~~follows:

As of December 31, 2016 and 2015, amounts due to related parties were as follows:

	As of December 31, 2017		As of December 31, 2016

Dato’ Lim Boon Hui	$	—	$	208,830
Beedo SDN BHD		59,347		57,977
Vspark Malaysia Sdn Bhd		7,031		—
Vitaxel Sdn Bhd		42,877		—

	$	109,255	$	266,807

	As of December 31, 2016		As of December 31, 2015
Dato' Lim Boon Hui	$	208,830	$	-
Beedo SDN BHD		57,977		-
	$	266,807	$	-

During the years ended December 31, 2017 and 2016, the Company recognized rental income of $5,584 and $5,801 respectively from Ho Wah Genting Berhad (“HWGB”). Our president, Dato’ Lim Hui Boon, is also the Group President and shareholder of HWGB. In addition, two sons of Dato’ Lim Hui Boon are directors of HWGB.

~~During~~On ~~the~~April ~~years ended December 31~~1, 2016, ~~and~~we ~~2015,~~entered into the ~~Company~~Travel and ~~recognized~~Junket ~~rental~~Service ~~income~~Contract ofwith ~~$5,801~~our ~~and $6~~partner,~~147~~ ~~respectively from~~ Ho Wah Genting ~~Berhad~~Holiday SDN BHD (“~~HWGB~~HWGH”)., ~~Our~~pursuant to which HWGH shall ~~president~~render HWGG tour agency services, ~~Dato~~including but not limited to providing HWGG with tour packages, hotel bookings, and transportation arrangements to offer HWGG’s members and to share in junket operation profits. Lim ~~Hui~~Chun ~~Boon~~Hoo, isour ~~also~~Chief ~~the~~Executive ~~Group~~Officer, Chief ~~President~~Financial Officer, Chief Operating Officer and ~~shareholder~~director, is the Executive Director of ~~HWGB~~HWGH. In addition, two sons of Dato’ Lim Hui Boon, our president, are the directors of HWGB, the parent company of HWGH. During the years ended December 31, 2017 and 2016, the Company recognized junket commission revenue of $7,932 and $16,730, respectively, from HWGH.

OnAs ~~April~~of 1,December ~~2016~~31, we2017 ~~entered into the Travel~~ and ~~Junket Service Contract with our partner~~2016, HoHWGB ~~Wah~~owed ~~Genting~~the ~~Holiday~~Company ~~SDN BHD (“HWGH”)~~$247,280 ~~pursuant~~and ~~to which HWGH shall render HWGG tour agency services~~$544, ~~including but not limited to providing HWGG with tour packages~~096, ~~hotel bookings, and transportation arrangements to offer HWGG’s members and to share in junket operation profits~~respectively. ~~Lim~~Such ~~Chun~~debt ~~Hoo, our Chief Executive Officer,~~is ~~Chief Financial Officer~~unsecured, ~~Chief~~interest-free ~~Operating Officer~~ and ~~director,~~repayable ison ~~the Executive Director of HWGH~~demand. In addition, two sons of Dato Lim Hui Boon, our president, are the directors of HWGB, the parent company of HWGH. During the year ended December 31, 2016, the Company recognized junket commission revenue of $16,730 from HWGH.

AsDuring ofthe years ending December 31, 2017 and 2016, ~~HWGB~~the ~~owed~~Company loaned $0 and $585,619, respectively, to Vitaxel Sdn Bhd, a Malaysian corporation (“Vitaxel”). During the years ending December 31, 2017 and 2016, the Company loaned $~~544~~24,~~096~~728 and $22,299, respectively, to Vitaxel Online Mall Sdn Bhd, a Malaysian corporation (“Vionmall”). Such debt is unsecured, interest-free and repayable on demand. Vitaxel and Vionmall are wholly owned subsidiaries of Vitaxel Group Limited, a Nevada corporation. Lim Chun Hoo, our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and director, was a director of Vitaxel Group Limited, Vionmall and Vitaxel’s parent company, until his resignation on March 31, 2017. In addition, Leong Yee Ming, our former Chief Financial Officer, Chief Operating Officer and director, is a director and Chief Executive Officer of Vitaxel Group Limited.

During the period ending December 31, 2016, Dato Lim Hui Boon, our President, loaned $208,830 to the Company. Such debt is unsecured, interest-free and repayable on demand.

During the period ending December 31, 2016, the Company loaned $23,503 to Lim Chun Hoo, our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and director. Such debt is unsecured, interest-free and repayable on demand.

During the period ending December 31, 2016, the Company loaned $585,619 to Vitaxel Sdn Bhd, a Malaysian corporation (“Vitaxel”) and $22,299 to Vitaxel Online Mall Sdn Bhd, a Malaysian corporation (“Vionmall”). Such debt is unsecured, interest-free and repayable on demand. Vitaxel and Vionmall are wholly owned subsidiaries of Vitaxel Group Limited, a Nevada corporation. Lim Chun Hoo, our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and director, was a director of Vitaxel Group Limited, Vionmall and Vitaxel’s parent company, until his resignation on March 31, 2017. In addition, Leong Yee Ming, our former Chief Financial Officer, Chief Operating Officer and director, is a director and Chief Executive Officer of Vitaxel Group Limited.

From January 1, 2016 to August 12, 2016, the Company, through its subsidiary Beedo recognized revenue from the provision of information technology services of $9,668 from HWGH and $55,545 from Vitaxel. Beedo was disposed of by the Company after August 12, 2016 and stopped earning revenue from the provision of information technology services.

During the ~~year~~years ended December 31, ~~2016~~2017 and ~~2015~~2016, the recognized junket commission revenue of the Company from HWGH was $167,~~730~~932 and $~~nil~~16,730, respectively.

During the ~~year~~years ended December 31, ~~2015,~~2017 and 2016, the Company recognized revenue of $18240,~~263~~802 ~~from~~and ~~the~~$0, ~~provision~~respectively, offrom ~~information~~the ~~technology~~10% ~~services~~management ~~from~~charges ~~HWGH~~to ~~and~~ETM ~~$640~~member from HWGB.

F-2218

10. ~~EARNINGS~~Commitments ~~(LOSS)~~and ~~PER SHARE~~Contingencies

~~The~~Capital Company has adopted ASC Topic No. 260, “Earnings Per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement, and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year.Commitments

As of December 31, 2017 and 2016, Company has no capital commitments.

Operation Commitments

As of December 31, 2017 and 2016, Company has no operation commitments and lease commitments.

11.

EARNINGS (LOSS) PER SHARE

The Company has adopted ASC Topic No. 260, “Earnings Per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year.

The following table sets forth the computation of basic and diluted earnings per share:

	For the years ended
	December 31, 2016			December 31, 2015
	December 31, 2017			December 31, 2016
Net loss applicable to common shares	$	(~~798~~682,~~637~~712	)	$	(~~160~~798,~~080~~637	)
Weighted average common shares outstanding (Basic)		830,886,025			200,375,532
Weighted average common shares outstanding (Basic/Diluted)		500,027,774			415,443,013
Weighted average common shares outstanding (Diluted)		830,886,025			200,375,532
	$	(0.00	)	$	(0.00	)

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

1112. ~~SEGMENT~~CAPITAL ~~INFORMATION~~STOCK

~~The~~FORWARD ~~Company’s operating businesses~~STOCK are organized based on the business activities from which the Company earns revenues. In June 2015, the Company acquired Beedo. After the acquisition was consummated, Beedo engaged in the provision of information technology services to generate revenue for the Company until disposal.SPLIT

~~Our~~On ~~reported~~November ~~segments~~8, 2016, the Board of Directors of Ho Wah Genting Group Limited (formerly Computron, Inc.) (the “Company”) authorized and declared a 1,428-for-1 forward stock split of the ~~years~~Company’s ~~ended~~issued and outstanding common stock, par value $0.0001 per share (the “Common Stock”) in the ~~December~~form 31of a dividend (the “Stock Split”) with a record date of November 17, 2016 ~~and~~(the ~~2015~~“Record ~~are~~Date”). ~~described~~On the asRecord ~~follows:~~Date, each holder of the Company’s Common Stock will receive 1,428 additional shares of the Company’s Common Stock for each one share owned, rounded up to the nearest whole share

FOn November 28, 2016, Financial Industry Regulatory Authority, Inc. (“FINRA”) notified us of its announcement of the payment date of the Stock Split as November 29, 2016 (the “Payment Date”) and ex-23dividend date as November 30, 2016 (the “Ex-Dividend Date”). On the Payment Date, as a result of the Stock Split, each holder of the Company’s Common Stock as of the Record Date received 1427 additional shares of the Company’s Common Stock for each one share owned, rounded up to the nearest whole share. As of the Ex-Dividend Date, our Common Stock began trading on a post-split adjusted basis.

REVERSE STOCK SPLIT

On July 12, 2017, the Board of Directors of Ho Wah Genting Group Limited (“ HWGG “) authorized and approved an amendment (the “Amendment”) to HWGG’s Amended and Restated Articles of Incorporation, which authorized a two-to-one reverse stock split (the “Reverse Split”) of HWGG’s outstanding common stock, par value $0.0001 per share, with a record date of July 14, 2017 (the “ Record Date “). In connection with the reverse stock split, the Board of Directors of HWGG, also authorized and approved a related increase in the par value of the HWGG common stock from $0.0001 per share to $0.0002 per share. We expect that the Reverse Stock Split will (i) increase the marketability and liquidity of our common stock, as market price no longer deemed as micro penny stock (below $0.01); (ii) address the reluctance of brokerage firms and institutional investors to recommend lower-priced stocks to their clients or to hold in their own portfolios; and (iii) enable us to strengthen the quotation of our common stock on the OTC Markets, Inc. QB Tier.

On August 9, 2017 we received approval from the Financial Industry Regulatory Authority (“FINRA”) to effectuate the Reverse Split at the open of business on August 11, 2017.

As of December 31, 2017 and December 31, 2016, the Company has 750,000,000 shares authorized and 500,027,774 shares issued respectively.

F-19

12.

SEGMENT INFORMATION

Our reported segments for the years ended December 31, 2017 and 2016 are described as follows:

Investment property holding

The Company generates rental income from the leasing out of its leasehold building.

Information technology services

The Company generates revenue from the provision of information technology services. This line of business commenced in the year 2015. This line of business ended on August 12, 2016 when the Company completed the disposal of its subsidiary, Beedo.

Exclusive Travel Membership

The company generates revenue from management fee billing on the member 10% for the deposit that put into the account

Junket operations

The Company generates revenue from junket operations with commissions receivable from Ho Wah Genting Holiday SDN BHD. This line of business commenced in the year 2016.

Others

These comprise of general operating and administrative expenses, and other income/expenses not directly attributable to the sources of revenue of the Company for the ~~years~~ years ended December 31, ~~2016~~2017 and ~~2015~~2016.

The Company’s reportable segments are managed separately based on the fundamental differences in their operations.

Information with respect to these reportable business segments for the years ended December 31, ~~2016~~2017 and ~~2015~~2016 was as follows:

	For the years ended
	December 31, 2016			December 31, 2015
	December 31, 2017			December 31, 2016
Revenues:
Investment property holding	$	5,~~801~~584		$	65,~~147~~801
Information technology services		~~74,291~~—			2874,~~872~~291
Junket operations		167,~~730~~932			-16,730
Others		-			-
Management fee		240,802			—
	$	96,822		$	35,019
Others		6,431			—
	$	260,749		$	96,822
Cost of revenues:
Investment property holding	$	-—		$	-—
Information technology services		~~14,586~~—			1014,~~194~~586
Junket operations		~~5,474~~683			-5,474
Others		-			-
Management fee		212,706			—
	$	20,060		$	10,194
Others		—			—
	$	213,389		$	20,060
Depreciation:
Investment property holding	$	1,~~411~~472		$	1,~~621~~411
Information technology services		-—			-—
Junket operations		-—			-—
Others		~~3,909~~632			23,~~202~~909
	$	52,~~320~~104		$	35,~~823~~320
Net income (loss):
Investment property holding	$	4,~~390~~112		$	4,~~526~~390
Information technology services		~~59,705~~—			1859,~~678~~705
Junket operations		117,~~256~~249			-11,256
Others		(885,940	)		(194,530	)
Management fee		28,096			—
	$	(810,589	)	$	(171,326	)
Others		(786,250	)		(885,940	)
	$	(746,793	)	$	(810,589	)

F-2420

December 31, 2016

December 31, 2017

Investment property holding

~~Information~~Junket ~~technology services~~operation

~~Junket operation~~Others

~~Others~~Total

~~Total~~

Identifiable long-lived assets, net

5660,~~317~~887

-—

-30,906

391,~~747~~793

~~60,064~~

December 31, 2015

December 31, 2016

Investment property holding

~~Information~~Junket ~~technology services~~operation

~~Junket operation~~Others

~~Others~~Total

~~Total~~

Identifiable long-lived assets, net

6056,~~286~~317

-—

-3,747

2660,~~185~~064

~~86,471~~

The Company does not allocate any administrative expenses and other income/expenses to its reportable segments because these activities are managed at a corporate level. In addition, the specified amounts for income tax expense are not included in the measure of segment profit or loss reviewed by the chief operating decision maker and these specified amounts are not regularly provided to the chief operating decision maker. Therefore, the Company has not disclosed income tax expense for each reportable segment.

Asset information by reportable segment is not reported to or reviewed by the chief operating decision maker and, therefore, the Company has not disclosed asset information for each reportable segment. The Company’s operations are located in Malaysia. All revenues are derived from customers in Malaysia. All of the Company’s operating assets are located in Malaysia.

1213. FAIR VALUE MEASUREMENTS

Fair Value of Financial Assets

The Company’s financial assets measured at fair value on a recurring basis subject to disclosure requirements at December 31, ~~2016~~2017 and ~~2015~~2016 were as follows:

			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
	Balance at		Identical		Observable		Unobserved
	December 31,		Assets		Inputs		Inputs
	2016		(Level 1)		(Level 2)		(Level 3)
	2017		(Level 1)		(Level 2)		(Level 3)
Short-term investments:
Quoted shares in Malaysia	$	12,660	$	12,660	$	-	$	-
Short-term investment	$	2,544,644	$	2,544,644	$	—	$	—
Total short-term investments		122,~~660~~544,644		122,~~660~~544,644		-—		-—
Total financial assets measured at fair value	$	122,~~660~~544,644	$	122,~~660~~544,644	$	-—	$	-—

			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
	Balance at		Identical		Observable		Unobserved
	December 31,		Assets		Inputs		Inputs
	2015		(Level 1)		(Level 2)		(Level 3)
	2016		(Level 1)		(Level 2)		(Level 3)
Short-term investments:
Quoted shares in Malaysia	$	40,979	$	40,979	$	-	$	-
Short-term investment	$	12,660	$	12,660	$	—	$	—
Total short-term investments		4012,~~979~~660		4012,~~979~~660		-—		-—
Total financial assets measured at fair value	$	4012,~~979~~660	$	4012,~~979~~660	$	-—	$	-—

1314. DISPOSAL OF SUBSIDIARY AND LOSS FROM DISCONTINUED OPERATIONS

On June 25, 2015 the Company acquired 65% of the equity interests of Beedo, a Malaysian company founded by Lim Chun Hoo, our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and director, who served as its director since May 2014. On July 7, 2015, Beedo increased its number of authorized shares from 2,500 the Company acquired an additional 508,375 shares in Beedo for MYR 508,375 ($133,403) and its equity interest in Beedo became 51%.

On August 12, 2016, the Company completed the disposal of its subsidiary, Beedo, by wholly transferring the shares it owns to a related party, Dato’ Lim Hui Boon, for the consideration of $118,881 (RM 510,000).

F-2521

Summarized financial information for discontinued operations is shown in the tables below.

	For the year ended December 31,
	For the years ended December 31,
	2016			2015
	2017			2016
Total revenue	$	~~74,291~~—		$	~~$ 28~~74,~~872~~291
Income (loss) from discontinued operations	$	~~(24,392~~—	)	$	(2224,~~951~~392	)
Gain on disposal	$	~~7,397~~—		$	-7,397
Total gain (loss) from discontinued operations, before income taxes	$	~~(16,995~~—	)	$	(2216,~~951~~995	)
Provision for income taxes	$	-—		$	-—
Gain (loss) from discontinued operations, net of tax	$	~~(16,995~~—	)	$	(2216,~~951~~995	)

As of the date of disposal, Beedo had net assets of $194,726, and non-controlling interests of $83,242. The Company recognized a gain on disposal of $7,397 accordingly.

	As of		As of
	December 31,		December 31,
	2016		2015
	2017		2016
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	-—	$	~~8,900~~—
Other receivables, deposits and prepayment		-—		~~1,888~~—
Other current assets		-—		~~179,487~~—
Total Current Assets		-—		~~190,275~~—
PROPERTY AND EQUIPMENT, NET		-—		~~24,596~~—
TOTAL ASSETS	$	-—	$	~~214,871~~—
LIABILITIES
Other payables and accrued expenses	$	-—	$	~~1,200~~—
Amount due to directors		-—		~~7,736~~—
Total Liabilities		-—		~~8,936~~—

1415. SUBSEQUENT EVENTS

~~Effective~~On ~~March~~April 113, ~~2017,~~2018 MrHo Wah Genting Group Sdn Bhd disposed Ho Wah Genting Property Sdn Bhd to Lim Chun Hoo at cost for MYR67.00. ~~Leong~~Ho ~~Yee~~Wah Genting Property Sdn Bhd has not ~~Ming~~generate ~~resigned~~any asrevenue asince ~~director~~acquisition and ascontinue ~~Chief~~to ~~Financial~~incur ~~Officer~~losses ~~and~~to ~~Chief~~the ~~Operation~~group. ~~Officer~~Due to this, the Board of Directors decided to dispose the ~~Company~~subsidiary.

~~Effective March 1, 2017, immediately following Mr. Leong Yee Ming’s resignation, the Company appointed Mr. Lim Chun Hoo as Chief Financial Officer and Chief Operation Officer of the Company.~~F-22

Effective March 1, 2017, immediately following Mr. Leong Yee Ming’s resignation, the board of directors of the Company increased the number of directors comprising the Board from the previous level of three directors to four directors and appointed Mr. Liew Jenn Lim and Mr. Mok Lip Bin as directors of the Company. Neither Mr. Liew Jenn Lim nor Mr. Mok Lip Bin are independent directors under the applicable standards of the SEC and the Nasdaq stock market.

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined that there are no additional items to disclose except above mentioned matters.

F-26

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

~~None~~On May 8, 2017, the Company dismissed Centurion ZD CPA Limited (“Centurion”) as the Company's independent registered public accounting firm, effective immediately.

The audit reports of Centurion on the consolidated financial statements of the Company for each of the two most recent fiscal years ended December 31, 2016 and December 31, 2015 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company's two most recent fiscal years ended December 31, 2016 and December 31, 2015 and during the subsequent interim period from January 1, 2017 through May 7, 2017, (i) there were no disagreements with Centurion on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to Centurion's satisfaction, would have caused Centurion to make reference to the subject matter of the disagreement in connection with its reports and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.

On May 8, 2017, the Board of Directors of the Company engaged BF Borgers CPA PC ("BFB") as the Company’s independent registered public accounting firm for the year ending December 31, 2017.

During the two most recent fiscal years ended December 31, 2016 and December 31, 2015 and during the subsequent interim period from January 1, 2017 through May 7, 2017, neither the Company nor anyone on its behalf consulted BFB regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that BFB concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” or a “reportable event”, each as defined in Regulation S-K Item 304(a)(1)(iv) and Item 304(a)(1)(v), respectively.

ITEM 9A. Controls and Procedures

Evaluation of disclosure controls and procedures.

We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive and principal financial officer concluded that our disclosure controls and procedures were not effective in ensuring that: (i) information required to be disclosed by us in reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

Management’s annual report on internal control over financial reporting.

Lim Chun Hoo, our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officer and effected by our ~~Board~~ Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles ~~and~~ and includes those policies and procedures that:

a) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and

c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our Chief Executive and Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2016~~2017. 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 (2013). A material weakness, as defined by SEC rules, is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses in internal ~~control~~ control over financial reporting that were identified are:

We did not maintain sufficient personnel with an appropriate level of technical accounting knowledge, experience, and training in the application of GAAP commensurate with our complexity and our financial accounting and reporting requirements. We have limited experience in the areas of financial reporting and disclosure controls and procedures. Also, we do not have an independent audit committee. As a result, there is a lack of monitoring of the financial reporting process and there is a reasonable possibility that material misstatements of the financial statements, including disclosures, will not be prevented or detected on a timely basis; and

b) Due to our small size, weour ~~do not have a proper~~ segregation of duties in certain areas of our financial reporting process. ~~The~~are ~~areas where we have a lack of segregation of duties include cash receipts and disbursements, approval of purchases and approval of accounts payable invoices for payment~~limited. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis. This control is being implemented on stages.

Based on our assessment, our Chief Executive and Chief Financial Officer believes that, as of December 31, ~~2016~~2017, our internal control over financial reporting is not effective based on those criteria.

2013

Accordingly, management believes, based on its knowledge, that (1) this report does not contain any untrue statement of a material fact or omit to state a material face necessary to make the statements made not misleading with respect to the period covered by this report, and (2) the financial statements, and other financial information included in this report, fairly present in all material respects our financial condition, results of operations and cash flows for the years and periods then ended.

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

Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting during the fourth quarter of the year ended December 31, ~~2016~~2017, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART III

ITEM 10. Directors, Executive Officers and Corporate Governance.

The following table sets forth information regarding our executive officers and directors.

Name and Address	Age	Position(s)
Dato Lim Hui Boon	6566	President
Lim Chun Hoo	2728	Chief Executive Officer, Chief Financial Officer, Chief Operation Officer and Director
Ong Kooi Tatt	4142	Secretary and Director
Liew Jenn Lim	28	Director
Mok Lip Bin	28	Director

Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified. Directors are elected by a plurality of the votes cast at the annual meeting of stockholders and hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.

A majority of the authorized number of directors constitutes a quorum of the Board of Directors for the transaction of business. The directors must be present at the meeting to constitute a quorum. However, any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors individually or collectively consent in writing to the action.

Executive officers are appointed by the Board of Directors and serve at its pleasure.

The principal occupation and business experience during at least the past five years for our executive officers and directors are as follows:

Dato Lim Hui Boon – President

Dato Lim Hui Boon has served as our President since November 8, 2016. He is the founder of HWGG and has more than 30 years business experience in a diversified range of businesses such as hospitality, gaming operation, resorts, transportation services, travel and tours, construction, mining and capital finance markets. In June 2011, he was appointed as the Group President of HWGB in Kuala Lumpur, Malaysia. He is the founder of Ho Wah Genting and has managed Ho Wah Genting since its inception in 1979. He also holds positions as an Honorable Committee Member of the Kuala Lumpur and Selangor Hwee Ann Association and a member of the Kuala Lumpur and Selangor Chinese Chamber of Commerce and Industry. In May 2015, Dato’ Lim Hui Boon received an Honorary Professorship from the University of International Business and Economics, Beijing, China.

Lim Chun Hoo – Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Director

Lim Chun Hoo has served as our Chief Executive Officer and ~~director~~ director since November 8, 2016 and November 4, 2016, respectively. On March 1, 2017, he was also appointed to serve as our Chief ~~Financial~~ Financial Officer and Chief Operating Office. He also serves as executive director of Ho Wah Genting Holiday Sdn Bhd, a travel agency specialized in promoting vacation packages, tours and entertainment facilities. In May, 2014, he founded an information technology company, Beedo and serves as its director. From August, 2013 to May, 2014, he was Senior Share Investment Executive at Public Bank Berhad. From August, 2010 to August, 2013, he served as a costing executive under PT. Ho Wah Genting, Indonesia. He holds a Bachelor of Arts (Honours) in Finance and Investment Management from University of Northumbria, Newcastle Upon Tyne, United Kingdom in 2010. Lim Chun Hoo’s expertise in the Company’s industry led us to conclude that he would be a valuable member of the Board of Directors. As our director, he brings knowledge and strategic insight to the Board.

Ong Kooi Tatt – Secretary and Director

Ong Kooi Tatt has served as our Secretary and director since November 8, 2016 and November 4, 2016, respectively. In January 2016 he helped list Vitaxel Group Limited on the OTC Market. In July, 2007, he co-founded AsiaCrux Sdn Bhd and took them public as CVM Magnesium Ltd in the Stock Exchange of Hong Kong in December 2008. From January to December 2004, he was involved in listing NagaCorp, a gaming corporation in the Stock Exchange of Hong Kong. From April 2001 to December 2004, he set-up and led the internal audit department and the Night Audit Department at Naga Corp Ltd. From January 1996 to December 1998, he handled the internal audit files for Metroplex Berhad. He is a Charted Accountant and is a member of the Association of Chartered Certified Accountants. Ong Kooi Tatt’s expertise in the Company’s industry led us to conclude that he would be a valuable member of the Board of Directors. As our director, he brings knowledge and strategic insight to the Board.

2114

Liew Jenn Lim – Director

Liew Jenn Lim has served as our director since March 1, 2017. He is also a director of Ho Wah Genting Group Sdn Bhd and Vitaxel Online Mall Sdn Bhd since March 1, 2017 and January 25, 2016, respectively. Since 2013, he has served and continues to serve as the Executive Director of Beedo and the Marketing Director of Vitaxel Online Mall Sdn Bhd. From 2010 to 2013, he was a student at Swinburne University of Technology, Melbourne, where he received his Bachelors of Information and Communication Technology. He also has a diploma in Information Technology from the Asia Pacific University of College of Technology and Innovation, Malaysia. Liew Jenn Kim’s expertise in the Company’s industry led us to conclude that he would be a valuable member of the Board of Directors. As our director, he brings knowledge and strategic insight to the Board.

Mok Lip Bin – Director

Mok Lip Bin has served as our director since March 1, 2017. He originally joined HWGG as its Business Development Executive in March 2015. He is also the director of our wholly owned subsidiary, Ho Wah Genting Group Sdn Bhd. From September 2012 to August 2014, he worked at CIMB Bank BHD as an Assistant Sales Manager and Mortgage Advisor. He received his Bachelor of Arts in Management and Marketing from the Keele University, Malaysia and a diploma in Business Administration from KDU University College, Malaysia. Mok Lip Bin’s expertise in the Company’s industry led us to conclude that he would be a valuable member of the Board of Directors. As our director, he brings knowledge and strategic insight to the Board.

Director Independence

We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors be “independent” and, as a result, we are not at this time required to have our Board of Directors comprised of a majority of “independent directors.” None of our directors are independent directors under the applicable standards of the SEC and the NASDAQ stock market.

Family Relationships.

Except for the father and son relationship between Dato Lim Hui Boon, our President, and Lim Chun Hoo, our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and director, there are no family relationships among our directors or executive officers.

Involvement in Legal Proceedings.

There are no orders, judgments, or decrees of any governmental agency or administrator, or of any court of competent jurisdiction, revoking or suspending for cause any license, permit or other authority to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining any of our officers or directors from engaging in or continuing any conduct, practice or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security, or any aspect of the securities business or of theft or of any felony. Nor are any of the officers or directors of any corporation or entity affiliated with us so enjoined.

Section 16(a) Beneficial Ownership Reporting Compliance .

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and officers, and persons who own more than ten percent of our common stock, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. Directors, officers and persons who own more than ten percent of our common stock are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of such reports furnished to us, during the fiscal year ended December 31, ~~2016~~2017, each of our directors, officers and greater than ten percent shareholders complied with all Section 16(a) filing requirements applicable to our directors, officers and greater than ten percent shareholders, other than the filing of a Form 4 by Leong Yee Ming when he resigned in March 2017.

Board Committees.

Our Board of Directors does not currently have a compensation committee or nominating and corporate governance committee because, due to the Board of Director’s composition and our relatively limited operations, the Board of Directors is able to effectively manage the issues normally considered by such committees. Our Board of Directors may undertake a review of the need for these committees in the future.

Audit Committee and Financial Expert.

We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.

Code of Ethics.

We do not have a code of ethics.

2215

ITEM 11. Executive Compensation

The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the last two fiscal ~~years~~ years ended on December 31, ~~2016~~2017 and ~~2015~~2016.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary (US$)		Bonus (US$)	~~Bonus (US$)~~		Stock Awards (US$) (2)		~~Stock Awards (US$) (2)~~	Option Awards (#shares)		~~Option~~Non-Equity ~~Awards~~Incentive Plan Compensation (~~#shares~~US$)		Nonqualified Deferred Compensation Earnings (US$)	~~Non-Equity Incentive Plan Compensation (US$)~~		All Other Compensation (US$)		~~Nonqualified Deferred Compensation Earnings (US$)~~	Total (US$)		~~All Other Compensation (US$)~~		~~Total (US$)~~
David Breier	2016		-0-			-0-				-0-			-0-			-0-				-0-			-0-		-0-
Lim Chun Hoo	2017		6,980		-0-			-0-			-0-		-0-		-0-			-0-			6,980
(President, CEO, CFO, Secretary) (1)	2015		-0-			-0-				-0-			-0-			-0-				-0-			-0-		-0-
(principal executive officer)	2016		-0-		-0-			-0-			-0-		-0-		-0-			-0-			-0-
Dato Lim Hui Boon	2016		-0-			-0-				-0-			-0-			-0-				-0-			-0-		-0-
(President) (1)(2)	2015		-0-			-0-				-0-			-0-			-0-				-0-			-0-		-0-
Lim Chun Hoo	2016		-0-			-0-				-0-			-0-			-0-				-0-			-0-		-0-
(CEO) (1)(2)(3)	2015		-0-			-0-				-0-			-0-			-0-				-0-			-0-		-0-
Leong Yee Ming	2016		-0-			-0-				-0-			-0-			-0-				-0-			-0-		-0-
(COO/CFO) (1)(2)(3)	2015		-0-			-0-				-0-			-0-			-0-				-0-			-0-		-0-
Ong Kooi Tatt	2016		17,136			-0-				-0-			-0-			-0-				-0-			-0-		17,136
(Secretary) (1)(2)	2015		-0-			-0-				-0-			-0-			-0-				-0-			-0-		-0-

(1) On November 8, 2016, Mr. Breier resigned as our sole executive officer and Data Lim Hui Boon, Lim Chun Hoo, Leong Yee Ming and Ong Kooi Tatt were appointed as the company’s President, Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, and Secretary, respectively.

(2) Reflects compensation received from HWGG

(3) On March 1, 2017, Leong Yee Ming resigned as our Chief Operating Officer and Chief Financial Officer and the company appointed Lim Chun Hoo to replace him in such positions.

We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans.

Except as indicated below, we have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers listed above.

Employment Agreements

On July 1, 2016, ~~HWGG~~we entered into a Consulting Services Agreement (the “Consulting Agreement”) with Ong Kooi Tatt pursuant to which Ong Kooi Tatt provides management services. Pursuant to the Consulting Agreement, Ong Kooi Tatt receives a monthly consulting fee of RM 12,000 (approximately US $2,856 per month). The Consulting Agreement may be terminated by either party by providing the other with written notice of termination not less ~~than~~ than one month prior to the date of termination.

None of the Company’s executive officers have employment agreements directly with the Company, although they may enter into such agreements in the future.

Director Compensation

Other than the Consulting Agreement referenced above, our directors receive no compensation for their services as directors.

2316

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

The following table lists, as of April 616, ~~2017~~2018, the number of of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the ~~beneficial~~ beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 1500,~~000~~027,~~055,532 shares~~774 shares of our common stock issued as of April 616, ~~2017~~2018. Unless otherwise indicated, the address of each stockholder listed below is c/o Ho Wah Genting Group Limited Wisma Ho Wah Genting, No. 35, Jalan Maharajalela, 50150 W2WP Kuala Lumpur, Malaysia.

Name and address of beneficial owner	Amount and nature of beneficial ownership		Percent of class
Directors and Executive Officers
Dato Lim Hui Boon		7129,~~971~~765,~~200~~600		75.2095	%
Leong Yee Ming(1)		7,996,200		0.80	%
Lim Chun Hoo		283,935,591		56.78	%
Lim Chun Hoo		719,712,000		71.97	%
Ong Kooi Tatt		0		0	%
David Breier (2)		0		0	%
Liew Jenn Lim		13,889		0.00	%
Liew Jenn Lim		0		0	%
Mok Lip Bin		750,000		0.15	%
Mok Lip Bin		0		0	%
5% Stockholders:
All directors and executive officers as a group (5 persons)		799,679,400		78.45	%
Lim Ooi Hong(1)		75,000,000		15.00	%
All directors and executive officers as a group (5 persons)		314,465,080		62.89	%

(1) ~~Leong~~Lim ~~Yee~~Ooi ~~Ming~~Hong’s ~~resigned~~address asis ~~the~~No.2A ~~Chief~~Jalan ~~Financial~~Setia ~~Officer,~~Tropika ~~Chief~~u13/20B ~~Operating~~Setia ~~Officer~~Eco ~~and~~Park, ~~director~~Selangor, ofShan ~~the~~Alam ~~Company on March 1~~40170, ~~2017~~Malaysia.

(2) David Breier resigned as sole director on November 4, 2016 and from all executive officer positions on November 8, 2016. As of November 4, 2016 Mr. Breier did not own any shares of our Common Stock and ceased to be the controlling stockholder. His address is 1 East Bedell Street, Freeport, New York 11520.

Changes in Control.

Our management is not aware of any arrangements which may result in “changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K, currently.

SEC rules require us to disclose any transaction or currently proposed transaction in which the Company is a participant and in which any related person has or will have a direct or indirect material interest involving the lesser of $120,000 or one percent (1%) of the average of the Company’s total assets as of the end of last two completed fiscal years. A related person is any executive officer, director, nominee for director, or holder of 5% or more of the Company’s Common Stock, or an immediate family member of any of those persons.

The descriptions set forth above under “Item 1: Description of the Business – Corporate History” and “Executive Compensation—Employment Agreements” and “—Director Compensation” are incorporated herein by reference.

In addition, on April 1, 2016, we entered ~~into~~ into the Travel and Junket Service Contract with our partner, HWGH, pursuant to which HWGH shall render HWGG tour agency services, including but not limited to providing HWGG with tour packages, hotel bookings, and transportation arrangements to offer HWGG’s members and to share in junket operation profits. Lim Chun Hoo, our executive officer and director, is the Executive ~~Director~~ Director of HWGH. In addition, two sons of Dato Lim Hui Boon, our president, are the directors of HWGB, the parent company of HWGH. ~~Dato~~ Dato Lim Hui Boon is also the Group President and shareholder of HWGB. During the year ended December 31, ~~2016~~2017, the recognized ~~junket~~ junket commission revenue from HWGH was $167,~~730~~932.

As of December 31, ~~2016~~2017, HWGB owed the Company $~~544~~247,~~096~~280. Such debt is unsecured, interest-free and repayable on demand.

2417

During the period ending December 31, ~~2016~~2017, ~~Dato~~the ~~Lim~~Company ~~Hui Boon, our~~loaned ~~President~~$24,728 ~~loaned~~to ~~$208~~Vitaxel Online Mall Sdn Bhd,~~830~~ toa ~~the~~Malaysian ~~Company~~corporation (“Vionmall”). Such debt is unsecured, interest-free and repayable on demand. Vitaxel and Vionmall are wholly owned subsidiaries of Vitaxel Group Limited, a Nevada corporation. Lim Chun Hoo, our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and director, was a director of Vitaxel Group Limited until his resignation on March 31, 2017. In addition, Leong Yee Ming, our former Chief Financial Officer, Chief Operating Officer and director, is a director and Chief Executive Officer of Vitaxel Group Limited.

During the period ~~ending~~ended December 31, ~~2016~~2017, the Company ~~loaned~~recognized ~~$23,503 to~~rental ~~Lim~~income ~~Chun~~of ~~Hoo~~$5,584 ~~our~~from ~~Chief~~HWGB. ~~Executive~~The ~~Officer,~~president ~~Chief~~of ~~Financial~~the ~~Officer~~Company, ~~Chief~~Dato’ ~~Operating~~Lim ~~Officer~~Hui ~~and~~Boon, ~~director.~~is ~~Such~~also ~~debt was unsecured,~~the ~~interest-free~~Group ~~and~~President ~~repayable~~of ~~on demand~~HWGB. AsIn ofaddition, ~~the~~two ~~date~~sons ~~hereof,~~of Dato’ Lim ~~Chun~~Hui ~~Hoo~~Boon ~~owes~~are $0directors toof ~~the Company~~HWGB.

During the period ending December 31, 2016, the Company loaned $585,619 to Vitaxel Sdn Bhd, a Malaysian corporation (“Vitaxel”) and $22,299 to Vitaxel Online Mall Sdn Bhd, a Malaysian corporation (“Vionmall”). Such debt is unsecured, interest-free and repayable on demand. Vitaxel and Vionmall are wholly owned subsidiaries of Vitaxel Group Limited, a Nevada corporation. Lim Chun Hoo, our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and director, was a director of Vitaxel Group Limited until his resignation on March 31, 2017. In addition, Leong Yee Ming, our former Chief Financial Officer, Chief Operating Officer and director, is a director and Chief Executive Officer of Vitaxel Group Limited.

During the period ended December 31, 2016, the Company recognized rental income of $5,801 from HWGB. The president of the Company, Dato’ Lim Hui Boon, is also the Group President of HWGB. In addition, two sons of Dato’ Lim Hui Boon are directors of HWGB.

From January 1, 2016 to August 12, 2016, the Company, through its subsidiary Beedo recognized revenue from the provision of information technology services of $9,668 from HWGH and $55,545 from Vitaxel. Beedo was disposed of by the Company after August 12, 2016 and we stopped earning revenue from the provision of information technology services.

During the period ended December 31, ~~2016~~2017, the Company recognized junket commission revenue from HWGH was $167,~~730~~932.

As of December 31, 2017 and 2016, amounts due from related parties were as follows:

	As of December 31, 2017		As of December 31, 2016

Ho Wah Genting Berhad (1)	$	247,280	$	544,096
Vitaxel Sdn Bhd (2)		—		585,619
Vitaxel Online Mall Sdn Bhd (3)		24,728		22,299
Ho Wah Genting Holiday Sdn Bhd (2)		14,837		—
Ho Wah Genting ShenZhen Limited (2)		133,974		—
Marvel Theme Park City Sdn Bhd (4)		3,594		—
Lim Chun Hoo (2)		—		23,503
	$	424,413	$	1,175,517

The amounts due from related parties are unsecured, interest-free and repayable on demand.

(1)

Our President Dato’ Lim Hui Boon is also the Group President and shareholder of Ho Wah Genting Berhad.

(2)

During the year 2017, HWGG Malaysia has acquired 1,960,912 shares of Vitaxel Group Limited, a Nevada corporation in U.S for the price of USD1 per share. The share closing market price at the end December 31, 2017 was USD1.25

(3)

Liew Jenn Lim, one of our directors since March 1, 2017, is also a director of Vitaxel Online Mall Sdn Bhd, Beedo Sdn Bhd and Vspark Malaysia Sdn Bhd.

(4)

Marvel Theme Park City Sdn Bhd is a shareholder of our subsidiary company, Ho Wah Genting Property Sdn Bhd.

As of December 31, 2017 and 2016, amounts due to related parties were as follows:

	As of December 31, 2017		As of December 31, 2016

Dato’ Lim Boon Hui	$	—	$	208,830
Beedo SDN BHD		59,347		57,977
Vspark Malaysia Sdn Bhd		7,031		—
Vitaxel Sdn Bhd		42,877		—

	$	109,255	$	266,807

On April 1, 2016, we entered into the Travel and Junket Service Contract with our partner, Ho Wah Genting Holiday SDN BHD (“HWGH”), pursuant to which HWGH shall render HWGG tour agency services, including but not limited to providing HWGG with tour packages, hotel bookings, and transportation arrangements to offer HWGG’s members and to share in junket operation profits. Lim Chun Hoo, our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and director, is the Executive Director of HWGH. In addition, two sons of Dato Lim Hui Boon, our president, are the directors of HWGB, the parent company of HWGH. During the years ended December 31, 2017 and 2016, the Company recognized junket commission revenue of $7,932 and $16,730, respectively, from HWGH.

As of December 31, 2017 and 2016, HWGB owed the Company $247,280 and $544,096, respectively. Such debt is unsecured, interest-free and repayable on demand.

During the period ending December 31, 2017, the Company loaned $24,728 to Vitaxel Online Mall Sdn Bhd, a Malaysian corporation (“Vionmall”). Such debt is unsecured, interest-free and repayable on demand. Vitaxel and Vionmall are wholly owned subsidiaries of Vitaxel Group Limited, a Nevada corporation. Lim Chun Hoo, our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and director, was a director of Vitaxel Group Limited, Vionmall and Vitaxel’s parent company, until his resignation on March 31, 2017. In addition, Leong Yee Ming, our former Chief Financial Officer, Chief Operating Officer and director, is a director and Chief Executive Officer of Vitaxel Group Limited.

During the year ended December 31, 2017 and 2016, the recognized junket commission revenue of the Company from HWGH was $7,932 and $16,730, respectively.

During the year ended December 31, 2017 and 2016, the Company recognized revenue of $240,802 and $0, respectively, from the 10% management charges to ETM member from HWGB.

We currently do not have a policy in place for dealing with related party matters.

Director independence

We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.”

ITEM 14. Principal Accountant Fees and Services.

Audit Fees.

The aggregate fees billed in each of the fiscal years ended December 31, ~~2016~~2017 and December 31, ~~2015~~2016 for professional services rendered by the principal accountant for the audit of our annual financial statements and quarterly review of the financial statements included in our Form 10-K, and Form 8-K, respectively, or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $3638,~~500~~500and ~~and~~ $3536,~~000~~500, respectively.

Audit-Related Fees.

For each of the fiscal years ended December 31, ~~2016~~2017 and ~~2015~~2016, there were no fees billed for services reasonably related to the performance of the audit or review of the financial statements outside of those fees disclosed above under “Audit Fees.”

Tax Fees.

None.

All Other Fees.

None.

Pre-Approval Policies and Procedures.

Prior to engaging our accountants to perform a particular service, our Board of Directors obtains an estimate for the service to be performed. All of the services described above were approved by the Board of Directors in accordance with its procedures.

2519

PART IV

ITEM 15. Exhibits, Financial Statement Schedules.

The following exhibits are filed as part of this Annual Report.

Exhibits:

Exhibit No.		Exhibit Description
2.1		Share Exchange Agreement, dated as of November 4, 2016, by and among the Registrant, Ho Wah Genting Group SDN BHD (“HWGG”) and the Shareholders of HWGG (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on November 9, 2016)
3.1		Articles of Incorporation of the Company (incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on November 7, 2014)
3.2		Amended and Restated Articles of Incorporation of the Registrant as filed with the Nevada Secretary of State on September 28, 2016 (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on November 4, 2016)
3.3		Bylaws of the Company ( incorporated by reference to Exhibit 3.2 to the Form S-1 filed with the SEC on November 7, 2014 )
10.1†		Consulting Service Agreement by and between the Company and Ong Kooi Tatt dated July 1, 2016 (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on November 9, 2016)
10.2		Split-Off Agreement, dated as of November 4, 2016, by and among the Registrant and David Breier (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on November 9, 2016)
10.3		General Release Agreement, dated as of November 4, 2016, by and among the Registrant and David Breier (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on November 9, 2016)
21.1		Subsidiaries of the Registrant (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on November 9, 2016)
23.1*		Consent of Independent Registered Public Accounting Firm
31.1*		Certification of the Chief Executive and Financial Officer required under Rule 13a-14(a)/15d-14(a) of the Exchange Act
32.1*		Certification of the Chief Executive and Financial Officer required under Section 1350 of the Exchange Act
101 INS*		XBRL Instance Document
101 SCH*		XBRL Taxonomy Schema
101 CAL*		XBRL Taxonomy Extension Calculation Linkbase
101 DEF*		XBRL Taxonomy Extension Definition Linkbase
101 LAB*		XBRL Taxonomy Extension Label Linkbase
101 PRE*		XBRL Taxonomy Extension Presentation Linkbase

* Filed herewith

† Management contract or compensatory plan or arrangement

2620

SIGNATURES

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

	HO WAH GENTING GROUP LIMITED
Date: April 17, 2017	By:	/s/ Lim Chun Hoo
Date: April 17, 2018	By:	/s/ Lim Chun Hoo
		Lim Chun Hoo
		Chief Executive Officer
		Chief Executive Officer, Chief Financial Officer and Chief Operation Officer (principal executive officer and principal financial and accounting officer)

27Pursuant to the requirements of the Securities Act of 1933, this annual report has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title(s)	Date

/s/ Lim Chun Hoo	Chief Executive Officer, Chief Financial Officer and Chief Operation Officer (principal executive officer and principal financial and accounting officer) and Director	April 17, 2018
Lim Chun Hoo
/s/ Ong Kooi Tatt Ong Kooi Tatt	Secretary and Director	April 17, 2018
/s/ Liew Jenn Lim Liew Jenn Lim	Director	April 17, 2018
/s/ Mok Lip Bin Mok Lip Bin	Director	April 17, 2018

Filing Compare · Ho Wah Genting Group Ltd