Phoenix Rising Companies - Quarter Report: 2015 July (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 July 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

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).

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 September 14, 2015, there were 67,142,315 shares of the issuer’s common stock, par value $0.0001, outstanding.

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Item 1.      Unaudited Financial Statements

RESORT SAVERS, INC.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

July 31, 2015

 

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		July 31,				January 31,
		2015				2015
		(Unaudited)
ASSETS
Current Assets
Cash		$	1,069			$	1,300,000
Total current assets			1,069				1,300,000
Investment			1,907,308				350,000
Total Assets		$	1,908,377			$	1,650,000
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable		$	8,253			$	7,416
Due to related party			3,913				-
Total current liabilities			12,166				7,416
Total Liabilities			12,166				7,416
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; 67,142,315 and 62,121,360 shares issued and outstanding, respectively *			6,714				6,212
Additional paid-in capital			2,131,756				1,728,023
Accumulated deficit			(180,259	)			(91,651	)
Accumulated other comprehensive loss			(62,000	)			-
Total stockholders' equity			1,896,211				1,642,584
Total Liabilities and Stockholders' Equity		$	1,908,377			$	1,650,000

 

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

 

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The notes are an integral part of these financial statements.

 

 

 

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RESORT SAVERS, INC.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

July 31, 2015

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. In China, 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 shares of the Company’s common stock was increased from 100,000,000 shares to 1,000,000,000 shares.

Basis of Presentation

The consolidated financial statements reflect the financial position and operating results of Resort Savers, Inc. (“RSSV”) and includes our wholly-owned subsidiary, Xing Rui International Investment Holding Group Co., Ltd., as of December 22, 2014. Intercompany transactions and balances have been eliminated.

Foreign Currency Translation and Re-measurement

The Company’s subsidiary uses the U.S. Dollar as their functional currency to re-measure monetary assets and liabilities at exchange rates in effect at the end of each period, and nonmonetary assets and liabilities at historical rates. Gains and losses from these re-measurements were not significant and have been included in the Company's results of operations.

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 $1,069 and $1,300,000 in cash and cash equivalents as at July 31, 2015 and January 31, 2015, respectively.

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.

Investments in Companies Accounted for Using the Equity or Cost Method

In accordance with ASC 320-10, 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 July 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 July 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.

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 - 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).

NOTE 5 - STOCKHOLDERS’ EQUITY

The capitalization of the Company consists of the following classes of capital stock as of July 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 July 31, 2015, the Company issued 20,955 common shares to an unaffiliated investor for cash subscription paid before January 31, 2015 and issued 5,000,000 common shares to an unaffiliated investor in exchange of 1,000,000 common shares of Borneo Resource Investment Ltd.

As at July 31, 2015 and January 31, 2015, the Company had 67,142,315 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 July 31, 2015, related parties contributed additional paid-in capital in the amount of $54,235, to fund operating expenses.

NOTE 6 - RELATED PARTY TRANSACTIONS

During the period ended July 31, 2015, related parties, who are shareholders of the Company, forgave debt, in the amount of $54,235 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 July 31, 2015, the Company owed $3,913 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 7 - COMMITMENTS AND CONTINGENCIES

The Company has no commitments or contingencies as of July 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 8 - SUBSEQUENT EVENTS

On May 12, 2015, the Company, by and through its wholly-owned subsidiary, Xing Rui International Investment Holding Group, Ltd., signed a Definitive Letter of Intent with the stockholders of Kashi Jinju Colour Printing Packaging Co. LTD., a Peoples Republic of China corporation ("Kashi Jinju").  The stockholders of Kashi Jinju and the Company intend to enter into a share exchange, wherein the stockholders of Kashi Jinju will exchange 80% of the issued and outstanding shares of stock of Kashi Jinju for 32,000,000 shares of Resort Savers, Inc. common stock. At the date of the financial statements, this acquisition has not been closed.

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.

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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 the 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. The company's administrative address is Room 1309 Wanjun Jingmao Building, No. 21 Baoxing Road, Boa An Central, Shenzhen, China 518133 and the telephone number is 0086-0755-23106825.

We are also seeking additional global investment opportunities in emerging companies with products that have potential for expanding regional and international sales and revenues.  We currently do not have any employees.

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

Results of Operations

We have generated no revenues since inception and have incurred $180,259 expenses and $62,000 other comprehensive loss through July 31, 2015.

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

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

The following summary of our results of operations, for the three months ended July 31, 2015 and 2014.

The following summary of comprehensive loss, for the three months ended July 31, 2015 and July 31, 2014.

Revenues

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

Operating expenses

For the three months ended July 31, 2015, total operating expenses were $27,743, which included professional fees in the amount of $22,093 and general and administrative expenses of $5,650. For the three months ended July 31, 2014, total operating expenses were $8,277, which included professional fees in the amount of $8,247 and general and administrative expenses of $30. The increase of professional fees and general and administrative expenses were primary related to the Company’s ongoing regulatory requirements.

Loss on investment

On May 1, 2015, the Company lost significant influence on Worx. Therefore, equity method was suspended and the cost method was applied. As a result, during the three months ended July 31, 2015, the Company did not recognize any loss from its investment in Worx based on its proportionate share of Worx’s net loss during May 1, 2015 to July 31, 2015.

Net loss

For the three months ended July 31, 2015, the Company had a net loss of $27,743, as compared to a net loss for the three months ended July 31, 2014 of $8,277.

For the six months ended July 31, 2015 and July 31, 2014

The following summary of our results of operations, for the six months ended July 31, 2015 and 2014.

The following summary of comprehensive loss, for the six months ended July 31, 2015 and July 31, 2014.

Revenues

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

Operating expenses

For the six months ended July 31, 2015, total operating expenses were $88,608, which included professional fees in the amount of $50,766 and general and administrative expenses of $7,150. For the six months ended July 31, 2014, total operating expenses were $21,917, which included professional fees in the amount of $21,842 and general and administrative expenses of $75. The increase if professional fees and general and administrative expenses were primary related to the Company’s ongoing regulatory requirements.

Loss on investment

During the six months ended July 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 July 31, 2015 was not recognized since on May 1, 2015, the Company lost significant influence on Worx and equity method was suspended and the cost method was applied.

Net loss

For the six months ended July 31, 2015, the Company had a net loss of $88,608, as compared to a net loss for the six months ended July 31, 2014 of $21,917.

Comprehensive loss

For the six months ended July 31, 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.

Limited Operating History; Need for Additional Capital

 

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.

Liquidity and Capital Resources

As at July 31, 2015, our company’s cash balance was $1,069 compared to $1,300,000 as at January 31, 2015. The decrease in cash was primarily due to investment on Worx.

As at July 31, 2015, our company had total liabilities of $12,166 compared with total liabilities of $7,416 as at January 31, 2015. The increase in total liabilities was attributed to an increase in accrued expenses.

As at July 31, 2015, our company had capital deficiency of $11,097 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.

Cash Flow from Operating Activities

During the six months ended July 31, 2015, our company used $57,079 in cash from operating activities compared to cash used by operating activities of $23,744 during the six months ended July 31, 2014.

Cash Flow from Investing Activities

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

Cash Flow from Financing Activities

During the six months ended July 31, 2015, our company received $58,148 forgiven loan from related party compared to $4,995 proceeds from the sale of our common stock for the six months ended July 31, 2014.

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 July 31, 2015, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II – OTHER INFORMATION

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.

We did not issue unregistered equity securities during the quarter ended July 31, 2015.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Mine Safety Disclosures.

Not applicable.

Item 5.  Other Information.

None.

Item 6.  Exhibits.

 

Exhibit Number		Description of Exhibit
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Accounting Officer
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer and Principal Accounting Officer
101*		Interactive Data File (Form 10-Q for the period ended October 31, 2015 furnished in XBRL).
101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE		XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document

 

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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.

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.