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Phoenix Rising Companies - Quarter Report: 2015 October (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10–Q
 
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended October 31, 2015
 
or
 
[   ] 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: 000-55319
 
Resort Savers, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
Nevada
 
46-1993448
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
Room 1309 Wanjun Jingmao Building
No. 21 Baoxing Road
Boa An Central, Shenzhen, China 518133
(Address of principal executive offices)
 
0086-0755-23106825
(Registrant’s telephone number, including area code)
 
N/A
(Former name, former address and former fiscal year, if changed since last report)
 
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 Web site, 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 (Check one).
Large accelerated filer [  ]
 
Accelerated filer [  ]
 
 
 
Non-accelerated filer [  ]
 
Smaller reporting company [X]
(Do not check if a smaller reporting company)
 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]
 
As of December 11, 2015, there were 
70,176,241
 shares of the issuer’s common stock, par value $0.0001, outstanding.
 
 
RESORT SAVERS, INC.
 
FORM 10-Q
FOR THE PERIOD ENDED OCTOBER 31, 2015
 
 
PAGE
 
 
 
 
PART I - FINANCIAL INFORMATION
 
 
 
 
Item 1.
3
 
 
 
Item 2.
16
 
 
 
Item 3.
21
 
 
 
Item 4.
21
 
 
 
 
PART II - OTHER INFORMATION
 
 
 
 
Item 1.
22
 
 
 
Item 1A.
22
 
 
 
Item 2.
22
 
 
 
Item 3.
22
 
 
 
Item 4.
22
 
 
 
Item 5.
22
 
 
 
Item 6.
22
 
 
 
 
SIGNATURES
 
 
2
​
PART I – FINANCIAL INFORMATION
 
Item 1.      Unaudited Financial Statements.
 
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's January 31, 2015 Form 10-K filed with the Securities and Exchange Commission on May 1, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year ending January 31, 2016.

 RESORT SAVERS, INC.

Index to Unaudited Condensed Financial Statements

October 31, 2015

                                                       Table of Contents                                           

 

Page
 

Balance Sheets

4
 

Statements of Operations

5
 

Statements of Comprehensive Loss

6
 

Statements of Cash Flows

7
 

Notes to the Unaudited Condensed Financial Statements

8
 
3


 
 

October 31,
January 31,
 

2015
2015
 

(Unaudited)

 



ASSETS





Current Assets





Cash and c​ash equivalents

$
3,148
$
1,300,000
Total Current Assets


3,148
1,300,000
 
Equipment

 
200,996
-

Investment


1,907,308
350,000
TOTAL ASSETS


2,111,452
1,650,000
 





LIABILITIES AND STOCKHOLDERS' EQUITY





Current Liabilities





Accounts payable

$
223,821
$
7,416
Due to related parties


5,461
-
TOTAL LIABILITIES


229,282
7,416
 





COMMITMENTS AND CONTINGENCIES 


-
-
 





STOCKHOLDERS' 
EQUITY





Preferred stock, $
0.0001
par value;
15,000,000
shares authorized;
0
shares issued and outstanding


-
-
Common stock, $
0.0001
par value;
1,000,000,000
shares authorized;
70,176,241
 and
62,121,360
shares issued and outstanding, respectively *


7,017
6,212
Additional paid-in capital


4,545,377
1,728,023
Accumulated deficit


(2,606,649
)
(91,651
)
Accumulated other comprehensive loss


(63,575
)
-
Total Resort Savers, Inc. shareholders' equity


1,882,170
1,642,584
Noncontrolling interest


-
-
Total equity


1,882,170
1,642,584
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$
2,111,452
$
1,650,000

* Common stock retroactively adjusted for 10:1 forward stock split, effective September 25, 2014.

The notes are an integral part of these financial statements. 

 
4
Table of Contents
(Unaudited) ​
 
 
 
 

Three Months Ended

Nine Months Ended
 

October 31,

October 31,
 

2015

2014

2015

2014
 








REVENUE

$
​
-

$
-

$
-

$
-
 












OPERATING EXPENSES












General and administrative


-


56


7,150


131
Professional fees


21,166


8,304


71,932


30,146
Management fees


-


9,414


-


9,414
Tota​l Operating Expenses


21,166


17,774


79,082


39,691
 












LOSS FROM OPERATIONS


(21,166
)


(17,774
)


(79,082
)


(39,691
)
 












OTHER EXPENSE












Goodwill impairment


(4,005,224
)


-


(4,005,224
)


-
Equity loss on unconsolidated affiliate investment


-


-


(30,692
)


-
Total Other Expense, Net


(4,005,224
)


-


(4,035,916
)


-
 
​












LOSS BEFORE INCOME TAXES


(4,026,390
)


(17,774
)


(4,114,998
)


(39,691
)
Provision for income taxes


-


-


-


-
 












NET LOSS


(4,026,390
)


(17,774
)


(4,114,998
)


(39,691
)
Net loss attributable to the noncontrolling interest


1,600,000


-


1,600,000


-
NET LOSS ATTRIBUTABLE TO THE SHAREHOLDERS OF RESORT SAVERS, INC.

$
(2,426,390
)

$
(17,774
)

$
(
2,514,998
​)

$
(39,691
)
 












 












Basic and Diluted Loss per Common Share

$
(0.06
)

$
(0.00
)

$
(0.06
)

$
(0.00
)
Basic and Diluted Weighted Average Common Shares Outstanding


69,318,827


38,437,000


67,011,378


38,412,604

 * Common stock retroactively adjusted for 10:1 forward stock split, effective September 25, 2014.

The notes are an integral part of these financial statements.

 
5
Table of Contents
(Unaudited)
 

Three Months Ended

Nine Months Ended
 

October 31,

October 31,
 

2015

2014

2015

2014
NET​ LOSS

$
(2,426,390
)

$
(17,774
)


(2,514,998
)

$
(39,691
)
 












OTHER COMPREHENSIVE LOSS NET OF TAX:












Unrealized loss on available-for-sale investments net of tax benefit


-


-


(62,000
)


-
Foreign currency translation adjustments


(1,575
)


-


(1,575
)


-
Other comprehensive income attributable to the no
ncontrolling interest


-


-


-


-
NET COMPREHENS​IVE LOSS ATTRIBUTABLE TO THE SHAREHOLDERS OF RESORT SAVERS, INC.

$
(1,575
)

$
-

$
(63,575
)

$
-
 












NET LOSS AND OTHER COMPREHENSIVE LOSS ATTRIBUTABLE TO  THE SHAREHOLDERS OF RESORT SAVERS, INC.
    

$
(2,427,965
)

$
(17,774
)

$
(2,578,573
)

$
(39,691
)
The notes are an integral part of these financial statements.

6
Table of Contents

 RESORT SAVERS, INC.
Condensed Consolidated Interim Statements of Cash Flows
(Unaudited)

 

Nine Months Ended
 

October 31,
 

2015

2014
 




CASH FLOWS FROM OPERATING ACTIVITIES






Net loss

$
(4,114,998
)

$
(39,691
)
Adjustments to reconcile net loss to net cash from operating activities:






Loss on equity investment


30,692


-
Loss on goodwill impairment


4,005,224


-
Changes in operating assets and liabilities:






Accounts payable


76,281


7,213
Accrued and other payables


-


(3,500
)
Net cash
used in operating activities


(2,801
)


(35,978
)
 






CASH FLOWS FROM INVESTING ACTIVITIES






Investment in Worx


(1,300,000
)


-
Net cash used in investing activities


(1,300,000
)


-
 






CASH FLOWS FROM FINANCING ACTIVITIES






Issuance of shares 


-


4,995
Loans from related parties


5,461


-
Cash received from investment


2,063


-
Net cash provided by financing activities


7,524


4,995
 






Effects on changes in foreign exchange rate


(1,575
)


-
 






Net decrease in cash and cash equivalents


(1,296,852
)


(30,983
)
Cash and cash equivalents - beginning of period


1,300,000


30,983
Cash and cash equivalents - end of period

$
3,148

$
-
 






Supplemental Cash Flow Disclosures






Cash paid for interest

$
-

$
-
Cash paid for income taxes

$
-

$
-
 






Non-Cash Investing and Financing Activity:






Investment in Worx - Borneo shares

$
350,000

$
-
Common Shares issued for the acquisition of Shenzen Amuli Development Company Limited

$
2,400,000

$
-
Related party debt forgiven

$
68,158

$
6,614
Unrealized loss on available-for-sale securities

$
62,000

$
-

 RESORT SAVERS, INC.
Condensed Consolidated Interim Statements of Cash Flows
(Unaudited)

 
 

Nine Months Ended
 

October 31,
 

2015

2014
 




CASH FLOWS FROM OPERATING ACTIVITIES






Net loss

$
(4,114,998
)

$
(39,691
)
Adjustments to reconcile net loss to net cash from operating activities:






Loss on equity investment


30,692


-
Loss on
​
goodwill impairment


4,005,224


-
Changes in operating assets and liabilities:






Accounts payable


76,281


7,213
Accrued and other payables


-


(3,500
)
Net cash
used in operating activities


(2,801
)


(35,978
)
 






CASH FLOWS FROM INVESTING ACTIVITIES






Investment in Worx


(1,300,000
)


-
Net cash used in investing activities


(1,300,000
)


-
 






CASH FLOWS FROM FINANCING ACTIVITIES






Issuance of shares 


-


4,995
Loans from related parties


5,461


-
Cash received from investment


2,063


-
Net cash provided by financing activities


7,524


4,995
 






Effects on changes in foreign exchange rate


(1,575
)


-
 






Net increase in cash and cash equivalents


(1,296,852
)


(30,983
)
Cash and cash equivalents - beginning of period


1,300,000


30,983
Cash and cash equivalents - end of period

$
3,148

$
-
 






Supplemental Cash Flow Disclosures






Cash paid for interest

$
-

$
-
Cash paid for income taxes

$
-

$
-
 






Non-Cash Investing and Financing Activity:






Investment in Worx - Borneo shares

$
350,000

$
-
Related party debt forgiven

$
68,158

$
6,614
Unrealized loss on available-for-sale securities

$
62,000

$
-
The notes are an integral part of these financial statements.
​

7
Table of Contents
RESORT SAVERS, INC.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
October 31, 2015

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Resort Savers, Inc. (the “Company”) is a Nevada corporation incorporated on June 25, 2012. It is based in Shenzhen China. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is January 31.

On December 22, 2014, the Company formed a wholly owned subsidiary Xing Rui International Investment Holding Group Co., Ltd. ("Xing Rui") in Seychelles.

The Company makes investments and acquisitions into sound, transparent markets and industries throughout the world. The company has invested in companies with innovative and market-ready petroleum industry technologies for potential installation and distribution throughout the Greater China market. In Europe and worldwide, the Company is seeking to acquire and invest in global tourist and development assets that can be tailored to Chinese and American investment traveler.

Effective September 25, 2014, the Company effected a 10 for 1 forward split on its common stock outstanding in the form of a dividend, under which each stockholder of record on that date received 9 additional shares of the Corporation's $0.0001 par value common stock for every one (1) share owned.

The financial statements have been retroactively adjusted to give effect to the 10 for 1 forward split.

On July 14, 2015, the authorized number of shares of the Company’s common stock was increased from 100,000,000 shares to 1,000,000,000 shares.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company prepares its financial statements in accordance with rules and regulations of the Securities and Exchange Commission ("SEC") and accounting principles generally accepted ("GAAP") in the United States of America. The accompanying interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with Article 8 of Regulation S-X and presented in US dollars.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's 10-K filed with the Securities and Exchange Commission on May 1, 2015

Principles of Consolidation

The consolidated financial statements reflect the financial position and operating results of Resort Savers, Inc. (“RSSV”) and include the accounts of the Company and its wholly owned subsidiary, Xing Rui International Investment Holding Group Co., Ltd. (“Xing Rui”), a Seychelles Corporation, and through Xing Rui which includes the accounts of its wholly owned subsidiary, Hua Xing Chang Rong (Shenzhen) Technology Service Company Limited (“Hua Xin Chang”), a Peoples Republic of China corporation, and its 60% owned subsidiary Shenzhen Amuli Industrial Development Company Ltd. (“Amuli”), a Peoples Republic of China corporation. All significant intercompany transactions and balances have been eliminated in consolidation.

8

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $3,148​ and $1,300,000​ in cash and cash equivalents as at October 31, 2015 and January 31, 2015, respectively.

Foreign Currency Translation and Re-measurement

In accordance with ASC 830, “Foreign Currency Matters,”the Company's foreign operations whose functional currency is not the U.S. dollar, the assets and liabilities aretranslated into U.S. dollars at current exchange rates. Resulting translation adjustments are reflected as other comprehensive income (loss) in stockholders' equity. Revenue and expenses are translated at average exchange rates for the period. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are charged to operations as incurred.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Business Combinations

In accordance with ASC 805-10, “Business Combinations,” the Company accounts for all business combinations using the acquisition method of accounting. Under this method, assets and liabilities, including any remaining noncontrolling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and noncontrolling interests is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, or noncontrolling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded in income. Any cost or equity method interest that the Company holds in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the difference between fair value and the existing book value. Results of operations of the acquired entity are included in the Company’s results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets.

9

Investments in Companies Accounted for Using the Equity or Cost Method

In accordance with ASC 320-10, “Investments – Debit and Equity Securities,” investments in other non-consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company's ability to exercise significant influence over the operating and financial policies of the investee. When the equity method is used, investments are recorded at original cost and adjusted periodically to recognize the Company's proportionate share of the investees' net income or losses after the date of investment. When net losses from an investment accounted for under the equity method exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for as the Company is not obligated to provide additional capital. The Company resumes accounting for the investment under the equity method if the entity subsequently reports net income and the Company's share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended.

When an investment accounted for using the equity method issues its own shares, the subsequent reduction in the Company's proportionate interest in the investee is reflected in equity as an adjustment to paid-in-capital. The Company evaluates its investments in companies accounted for by the equity or cost method for impairment when there is evidence or indicators that a decrease in value may be other than temporary.

Deferred Income Taxes and Valuation Allowance

The Company accounts for income taxes under ASC 740,“Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as at October 31, 2015 and January 31, 2015.

Net Loss Per Share of Common Stock

The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

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

Commitments and Contingencies
The Company follows ASC 450-20, “Loss Contingencies,” to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of October 31, 2015.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's financial statements.

10

NOTE 3 - GOING CONCERN

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established an ongoing source of revenues sufficient to cover its operating cost, and requires additional capital to commence its operating plan. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan to obtain such resources for the Company include: sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – EQUIPMENT

On October 1, 2015, the Company acquired equipment of $200,996 through acquisition of Shenzhen Amuli Industrial Development Company Ltd. As the Company has not yet started to use the equipment, no depreciation was recorded during quarter ended October 31, 2015.

11
Table of Contents

NOTE 5 – ACQUISITION

On October 1, 2015, the Company's wholly-owned subsidiary, Xing Rui, by and through a newly formed Peoples Republic of China corporation subsidiary Hua Xin Chang completed a purchase of sixty percent (60%) of the shares of Shenzhen Amuli Industrial Development Company Ltd. for 3,033,926 shares of RSSV's common stock.

Assets taken over and liabilities assumed:

As per ASC 805-20, assets and liabilities were measured at their fair value. The total assets acquired of cash and fixed assets in the acquisition were $2,063 and $200,996, respectively. Accounts payable and accrued expenses in the acquisition were $208,283, for a net asset deficiency of $5,224. In the acquisition process, as per ASC 805-30, goodwill computed was $4,005,224 and non-controlling interest computed was $1,600,000.

Goodwill and Intangibles:

The merger took place by taking 60% of Amuli's common shares. An impairment test for goodwill was performed at the quarter ending October 31, 2015. Management believes that goodwill has impairment due to the following reasons: First, the fair value of the common share of Amuli during the time of merger is substantially less than the fair value of the common share of RSSV at October 1, 2015, and second the management believes that implied value of goodwill is zero because the products are still in the developmental stage. As a result, the management has decided to write off the entire goodwill of $4,005,224 during the quarter ended October 31, 2015. $1,600,000 goodwill impairment was contributed to non-controlling interest.

Non-Controlling Interest:

Non-controlling interest in the Company's consolidated financial statements represents the 40% interest not owned by the Company in Amuli. Amuli had no operations during the period from October 1, 2015 (acquisition date) to October 31, 2015. The company had $0 non-controlling interest as at October 31, 2015.

12
Table of Contents

 

NOTE 6 - INVESTMENT

On December 30, 2014, a stock purchase agreement was concluded between Worx America, Inc. ("Worx"), and Xing  Rui, the Company's wholly owned subsidiary, giving RSSV common equity interest in Worx, a Houston, TX based Research and Development Company. As a consequence of this investment, RSSV and Worx intend to cooperate on a wide range of opportunities, although no material definitive agreements have been concluded at this date, except the stock purchase agreement, which conveys common stock ownership and its attendant rights under Nevada law (NRS Chapter 78).

On January 28, 2015, $ 350,000 cash was paid by the Company to Worx in exchange of 5,403,728 common shares of Worx. On March 20, 2015, $ 1,300,000 cash and 1,000,000 shares of common stock of Borneo Resource Investment Ltd. with a value of $ 350,000 were paid by the Company to Worx in exchange of 14,665,022 common shares of Worx. As of March 20, 2015, the Company owns 20,068,750 common shares of Worx, representing 20% of Worx's current issued and outstanding voting common stock on a fully converted and diluted basis.

This investment was accounted for under equity method initially with cost of $ 2,000,000. During the three months ended April 30, 2015, the Company recognized $ 30,692 loss from its investment in Worx based on its proportionate share of Worx's net loss during March 20, 2015 to April 30, 2015. The Company also had a proportionate unrealized loss from Worx's investment held for sale of $ 62,000, as indicated in the statement of other comprehensive income. On May 1, 2015, the Company lost significant influence on Worx. Therefore, equity method was suspended and the cost method was applied.

During the three months ended October 31, 2015, the Company did not receive any investment income from Worx.  The Company reviewed Worx's financial condition at October 31, 2015 and concluded that there was no impairment loss related to its investment in Worx. As at October 31, 2015, the Company's carrying value of its Worx investment was $ 1,907,308.


13

NOTE 7 - STOCKHOLDERS' EQUITY

The capitalization of the Company consists of the following classes of capital stock as of October 31, 2015:
 
Preferred Stock
 
The Company has authorized
15,000,000
 shares of preferred stock with a par value of $ 
0.0001
 per share. The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.  No shares of preferred stock have been issued.

 
Common Shares
 
The Company has authorized
1,000,000,000
 shares of common stock with a par value of $
0.0001
 per shares.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.
 
On September 25, 2014 the Company effected a forward stock split of 10 shares of common stock for each share held, or an additional nine shares were issued for each common share held. All share and per share information has been retroactively restated for financial presentation of prior periods.

During the period ended October 31, 2015, the Company issued the following shares:

  • 20,955
     common shares to an unaffiliated investor for cash subscription paid before January 31, 2015
  • 5,000,000
     common shares to an unaffiliated investor in exchange of
    1,000,000
     common shares of Borneo Resource Investment Ltd.
  • 3,033,926
    common shares to a shareholder in Amuli, for their
    60
    %
    interest in the Company.
As at October 31, 2015 and January 31, 2015, the Company had
70,176,241
 and
62,121,360
 common shares issued and outstanding, respectively.
 
The Company has no stock option plan, warrants or other dilutive securities.

Additional Paid-In Capital

During the period ended October 31, 2015, related parties contributed additional paid-in capital in the amount of $68,158​, to fund operating expenses.


14
Table of Contents​
 
NOTE 8 – RELATED PARTY TRANSACTIONS
 
 
During the period ended October 31, 2015, related parties, who are shareholders of the Company, forgave debt, in the amount of $68,158 for payments made on behalf of the Company for operating expenses. The amount has been recognized as a contribution to capital.
 
During the period ended October 31, 2015, the Company owed $5,461 trade payable to directors of Xin Rui for management services provided by companies related to these directors.
 
The Company does not have employment contracts with its key employees, including the controlling shareholders who are officers of the Company.
 
The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.
 
NOTE 9 – COMMITMENTS AND CONTINGENCIES
 
The Company has no commitments or contingencies as of October 31, 2015.
 
From time to time the Company may become a party to litigation matters involving claims against the Company.  Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company's financial position or results of operations.

NOTE 10 -      SUBSEQUENT EVENTS

October 16, 2015, the Company has entered into share exchange agreement with Beijing Yandong Iron Mountain Oil Company. Pursuant to the agreement, the Company will issue 100,000,000 shares to exchange 51% interest of Beijing Yandong Iron Mountain Oil Company. At the date of the issuance of the financial statements, this transaction is still undergoing due diligence.

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no additional material events have occurred that require disclosure.

15

 

 

NOTE 9 -      SUBSEQUENT EVENTS

October 16, 2015, the Company has entered into share exchange agreement with Beijing Yandong Iron Mountain Oil Company. Pursuant to the agreement, the Company will issue 100,000,000 shares to exchange 51% interest of Beijing Yan dong Iron Mountain Oil Company. At the date of the issuance of the financial statements, this deal is still under due diligence process.

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no additional material events have occurred that require disclosure.

 

​Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations. ​

Forward-Looking Statements

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words "expects," "anticipates," "intends," "believes" and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the sections "Business," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." You should carefully review the risks described in this Annual Report on Form 10-K and in other documents we file from time to time with the Securities and Exchange Commission ("SEC"). You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q to the "Company," "Resort Savers," "we," "us," or "our" are to Resort Savers, Inc.

Corporate Overview

Resort Savers, Inc. is a developmental stage company, incorporated in the State of Nevada on June 25, 2012.  Our fiscal year end is January 31.

From January 2015 through March, 2015, we purchased a 20% equity stake in Worx America, Inc. ("Worx", a private company based in Houston, Texas. Worx designs automated solutions for industrial, environmental and energy industries to improve efficiency and systems output. The Worx automated robotic tank cleaning system reduces tank cleaning time, reduces or eliminates the need for personnel to enter tanks, and may reduce the volume of solvents used to clean a tank. Actual results vary from tank to tank and may involve variables including the product in the tank, physical condition of the tank such as corrosion, or amount of sludge accumulated. Worx is currently refining its product line to improve speed and efficiency. Our investment in Worx has facilitated this development. We hope that our investment into what we believe is an important technology will give us early access to the technology, establish relationships in the industry, and allow us to assist Worx with the launch of its commercial products in China and other parts of Asia.

On October 1, 2015, the Company's wholly-owned subsidiary, Xing Rui International Investment Holding Group, Ltd., by and through a newly formed Peoples Republic of China corporation subsidiary Hua Xin Chang Rong (Shenzhen) Technology Service Company Limited ("Hua Xin Chang"), completed a purchase of sixty percent (60%) of the shares of Shenzhen Amuli Industrial Development Co. Ltd., a Peoples Republic of China corporation ("Amuli") for 3,033,926 shares of Resort Savers' common stock. The purchase price was valued $2,400,000 (RMB15,000,000). The shares of Amuli were sold in a private transaction, and the shares of the Company were issued pursuant to an exemption from registration under Regulation S of the Securities Act of 1933. The shares of the Company were issued to individuals who are non-US citizens and who reside outside the US. No general solicitation was used.

16

The current business plan of Amuli is to develop and promote new lines of beverage products, invest in agricultural businesses and import and export products in the food and beverage industry. Amuli has no capital and must depend on the resources of our shareholders or other sources of investment to provide it with the necessary funds to implement its business plan.

Our Board of Directors will be primarily responsible for investigating combination opportunities. However, we believe that business opportunities may also come to our attention from various sources, including professional advisors such as attorneys, accountants, securities broker-dealers, venture capitalists, members of the financial community and others who may present unsolicited proposals. We have no plan, understanding, agreements or commitments with any individual for such person to act as a finder of opportunities for us.

We do not propose to restrict our search for business opportunity to any particular geographical area or industry, and, therefore, we are unable to predict the nature of our future business operations. Our management's discretion in the selection of business opportunities is unrestricted, subject to the availability of such opportunities, economic conditions, and other factors.

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements for the period ended October 31, 2015, together with notes thereto, which are included in this report.

17

 

Results of Operations
 
Balance Sheet Data

We have generated no revenues since inception and have incurred $2,606,649 in expenses through October 31, 2015.

The following table provides selected financial data about our company for the period ended October 31, 2015 and the year ended January 31, 2015.  

 
 Balance Sheet Data
October 31, 2015
 
January 31, 2015
Cash
$
3,148
 
$
1,300,000
Total Assets
 $ 2,111,452 $ 1,650,000
Total Liabilities
 $
229,282
 
 $
7,416
Stockholders’ Equity 
 $
1,882,170
 
 $
1,642,584
 
​
The following summary of our results of operations, for the nine-months ended October 31, 2015 and 2014, should be read in conjunction with our financial statements, as included in this Form 10-Q.
 
 

October 31, 2015

October 31, 2014
Revenue

$
-

$
-
Operating Expenses




General and administrative


7,150


131
Management fees


-


9,414
Professional fees


71,932


30,146
Total Operating Expenses


79,082


39,691
Operating loss


79,082


39,691
Other expense


4,035,916


-
Net loss

$
4,114,998

$
39,691

 

18
 

Expenses

Operating expenses for the quarter ended October 31, 2015 increased by $39,391 from $39,691 for the period ended October 31, 2014, to $79,082 for the period ended October 31, 2015. The increase was primarily due to increased professional fees due to reporting requirements for being a public company.

Other expenses during the nine-months ended comprised of a loss on investment of $30,692 and an impairment on goodwill of $4,005,224, of which $1,600,000 was attributed to the non-controlling interest. 

Goodwill

On October 1, 2015, through our wholly-owned subsidiary we purchased 60% of the shares of Shenzhen Amuli Industrial Development Company Ltd. ("Amuli"). We issued 3,033,026 shares of common stock for a valuation of $2,400,000, which resulted in a goodwill of $4,005,224, of which $1,600,000 was attributed to the 40% non-controlling interest in Amuli. During the period ended October 31, 2015, management decided to impair the goodwill primarily due to Amuli's products still being in the development stage.

Loss on investment

During the nine months ended October 31, 2015, the Company recognized $30,692 loss from its investment in Worx based on its proportionate share of Worx's net loss during March 20, 2015 to April 30, 2015. Investment loss from May 1, 2015 to October 31, 2015 was not recognized since on May 1, 2015, the Company lost significant influence on Worx and the equity method was suspended and the cost method was applied.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us on which to base an evaluation of our performance.  We are a development stage company and have not generated revenues from operations.  We cannot guarantee we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in developing our website, and possible cost overruns due to the price and cost increases in supplies and services.

If we are unable to meet our needs for cash from either our operations, or possible alternative sources, then we may be unable to continue, develop, or expand our operations.

19

Liquidity and Capital Resources

Working Capital

 

October 31,
2015

January 31,
2015
 



Current Assets

$
3,148

$
1,300,000
Current Liabilities

$
229,282

$
7,416
Working Capital (Deficiency)

$
(226,134
)

$
1,292,584
 
Cash Flows
 
 

Nine Months
Ended October
31, 2015

Nine Months
Ended October
31, 2014
Cash Flows used in Operating Activities

$
(2,801
)

$
(35,978
)
Cash Flows used in Investing Activities

$
(1,300,000
)


-
Cash Flows from Financing Activities

$
7,524

$
4,995
Net decrease in Cash During Period

$
(1,296,852
)

$
(30,983
)
 
As at October 31, 2015, our company's cash balance was $3,148 compared to $1,300,000 as at January 31, 2015. The decrease in cash was primarily due to the investment in Worx.

As at October 31, 2015, our company had current liabilities of $229,282 compared with current liabilities of $7,416 as at January 31, 2015. The increase in current total liabilities was attributed to $200,996 in accounts payable owed by our subsidiary Amuli.

As at October 31, 2015, our company had a working capital deficiency of $226,134 compared with working capital of $1,292,584 as at January 31, 2015. The decrease in working capital was primarily attributed to the decrease in cash due to the purchase of Worx and the increase in accounts payable from amounts owed by Amuli.

Cash Flow from Operating Activities

During the nine months ended October 31, 2015, our company used $2,801 in cash from operating activities compared to cash used by operating activities of $35,978, during the nine months ended October 31, 2014. 

Cash Flow from Investing Activities

During the nine months ended October 31, 2015, our company used $1,300,000 in investment of Worx compared to $0 cash for investing activities during the nine months ended October 31, 2014.

Cash Flow from Financing Activities

During the nine months ended October 31, 2015, our company received $5,461 from a related party and $68,158 in related party loans were forgiven comparted to $4,995 proceeds from the sale of our common compared to financing activities of $4,995 for the nine months ended October 31, 2014.

20

For the three months ended October 31, 2015 and October 31, 2014

Revenues

The Company is in its development stage and did not generate any revenues during the three months ended October 31, 2015, and October 31, 2014.

Total operating expenses

For the three months ended October 31, 2015, total operating expenses were $21,166, which consisted entirely professional fees. For the three months ended October 31, 2014, total operating expenses were $17,774, which included professional fees in the amount of $8,304, a management fee of $9,414, and administrative expenses of $56.

Net loss

For the three months ended October 31, 2015, the Company had a net loss of $4,026,390, as compared to a net loss for the three months ended October 31, 2014 of $17,774. The change in the net loss was primarily due to the impairment on goodwill of $4,005,224 during the three months ended October 31, 2015.

Off-Balance Sheet Arrangements

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk. ​

As a "smaller reporting company", we are not required to provide the information required by this Item.

Item 4.  Controls and Procedures.

Management's Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended October 31, 2015, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

21

Item 1.  Legal Proceedings. ​

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A.  Risk Factors. ​ ​

As a "smaller reporting company", we are not required to provide the information required by this Item.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds. ​

During the quarter ended October 31, 2015, we issued 3,033,926 shares of unregistered common stock pursuant to Regulation S.

Item 6.  Exhibits. ​

Exhibit Number
 
Description of Exhibit
31.1
 
31.2
 
32.1
 
101*
 
Interactive Data File (Form 10-Q for the period ended October 31, 2015 furnished in XBRL).
101.INS
 
XBRL Instance Document
101.SCH
 
XBRL Taxonomy Extension Schema Document
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document

 

 
*        
Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under these sections.
 
22

 

SIGNATURES

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

​
 
RESORT SAVERS, INC.
 
(Registrant)
 
 
 
 
Dated: December 15, 2015
/s/ Zhou Gui Bin
 
Zhou Gui Bin
 
President, Chief Executive Officer and Director
 
(Principal Executive)
 
 
Dated: December 15, 2015
/s/ Zhou Wei
 
Zhou Wei
 
Chie Financial Officer, Secretary, Treasurer and Director
 
(Principal Financial and Accounting Officer)