Phoenix Rising Companies - Quarter Report: 2017 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, 2017

or

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

For the transition period from ___________ to ___________

Commission file number: 000-55319

No. 10-2-4B, Jin Di Shang Tang Garden, Long Hua Xin Qu Shang Tang Road

Shenzhen, Guang Dong, the People’s Republic of China 518000

(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 o

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 o

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

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of September 11, 2017, there were 74,976,241 shares of the issuer’s common stock, par value $0.0001 per share, outstanding.

RESORT SAVERS, INC.

FORM 10-Q

FOR THE PERIOD ENDED JULY 31, 2017

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements.

The accompanying unaudited condensed consolidated 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, 2017 Form 10-K filed with the Securities and Exchange Commission on May 16, 2017. 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, 2018.

RESORT SAVERS, INC.

Index to Unaudited Condensed Consolidated Financial Statements

July 31, 2017

RESORT SAVERS, INC.

Condensed Consolidated Interim Balance Sheets

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

RESORT SAVERS, INC.

Condensed Consolidated Interim Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

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

RESORT SAVERS, INC.

Condensed Consolidated Interim Statements of Cash Flows

(Unaudited)

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

RESORT SAVERS, INC.

Notes to the Condensed Consolidated Interim Financial Statements

July 31, 2017

(Unaudited)

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, the People’s Republic of China (the “PRC”). 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.

The Company makes investments and acquisitions into sound, transparent markets and industries throughout the world. The Company has invested in a company principally engaged in the development and production of beverages, investment in agricultural business and import and export of products in the food and beverage industry, and a company principally engaged in the trading of oil, gas and lubricant. 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.

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 16, 2017.

Principles of Consolidation

At July 31, 2017, the principal subsidiaries of the Company were listed as follows:

__________

* These companies do not have any official English names. The English names used are for identification purpose only.

These consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated.

Foreign Currency Translation and Re-measurement

The Company translates its foreign operations to U.S. dollar in accordance with ASC 830, “Foreign Currency Matters”.

The Company and its subsidiaries' functional currency and reporting currency is U.S. dollar, except Amuli and Tieshan Oil’s functional currency which is Chinese Renminbi (“RMB”).

The Company's subsidiaries, whose records are not maintained in that company's functional currency, re-measure their records into their functional currency as follows:

Gains and losses from these re-measurements were not significant and have been included in the Company's results of operations.

The Company's subsidiaries, whose functional currency is not the U.S. dollar, translate their records into U.S. dollar as follows:

Adjustments arising from such translations are included in accumulated other comprehensive income in shareholders’ equity.

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, and accounts receivable. 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 also reviews its accounts receivable on a timely manner. 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.

Tieshan Oil

During the six-month period ended July 31, 2017, one customer accounted for approximately 99% of revenues of Tieshan Oil. During the six months ended July 31, 2016, one customer accounted for approximately 68% of revenues of Tieshan Oil.

As of July 31, 2017, two customers accounted for approximately 82% of accounts receivable. As of January 31, 2017, two customers accounted for approximately 87% of accounts receivable. There was no significant changes of such concentrations of credit risk between July 31, 2017 and January 31, 2017.

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.

Financial Instruments

The Company follows ASC 820, "Fair Value Measurements and Disclosures", which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The three levels of the fair value hierarchy are described below:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Property, plant and equipment

Property, plant and equipment are recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the term of the related lease or the estimated useful life of the asset. The useful lives are as follows:

Machinery 5 ~ 10 years 

Maintenance and repairs are charged to operations as incurred. Expenditures which substantially increase the useful lives of the related assets are capitalized. When properties are disposed of, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is reported in the period the transaction takes place.

Goodwill

The Company tests goodwill for impairment on an annual basis, or more frequently if circumstances, such as material deterioration in performance or a significant number of store closures, indicate reporting unit carrying values may exceed their fair values. When evaluating goodwill for impairment, the Company may first perform a qualitative assessment to determine if the fair value of the reporting unit is more likely than not greater than its carrying amount. If the Company does not perform a qualitative assessment or if the fair value of the reporting unit is not more likely than not greater than its carrying amount, the Company calculates the implied estimated fair value of the reporting unit. If the carrying amount of goodwill exceeds the implied estimated fair value, an impairment charge to current operations is recorded to reduce the carrying value to the implied estimated fair value. During the six months ended July 31, 2017, no impairment is considered to be required for goodwill.

Accounting for the impairment of long-lived assets

The long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Determination of recoverability of assets to be held and used is by comparing the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. During the six months ended July 31, 2017 and the year ended January 31, 2017, the Company did not impair any long-lived assets.

Revenue Recognition

The Company will recognize revenue from the sale of products and services in accordance with ASC 605, “Revenue Recognition.” Revenue will be recognized only when all of the following criteria are met: persuasive evidence for an agreement exists, delivery has occurred or services have been provided, the price or fee is fixed or determinable, and collection is reasonably assured.

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, 2017 and January 31, 2017.

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 yet had sufficient revenues 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 – ACCOUNTS RECEIVABLES

The Company has performed an analysis on all of its accounts receivable and determined that all amounts are collectible by the Company. As such, all accounts receivable are reflected as a current asset and no allowance for bad debt has been recorded as of July 31, 2017. No bad debts were written off for the six months ended July 31, 2017 and 2016. The Company’s accounts receivable consists of only trade receivables. As at July 31, 2017 and January 31, 2017, the Company had accounts receivable of $12,629,550 and $43,054,811, respectively.

Aging analysis of accounts receivable is as follows:

NOTE 5 – EQUIPMENT

During the six months ended July 31, 2017 and 2016, the Company recorded depreciation of $34,022 and $52,074, respectively.

NOTE 6 – GOODWILL

On January 29, 2016, the Company recognized goodwill of $1,979,787 on the acquisition of Tieshan Oil. The Company tests goodwill for impairment on an annual basis, or more frequently if circumstances, such as material deterioration in performance, indicate reporting unit carrying values may exceed their fair values. No impairment is considered to be required for goodwill during the six months ended July 31, 2017.

NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The Company’s accounts payable and accrued liabilities consist of the followings:

NOTE 8 – SHORT-TERM LOAN

There are no provisions in the Company’s bank borrowings that would accelerate repayment of debt as a result of a change in credit ratings or a material adverse change in the Company’s business.

During the year ended January 31, 2017, the Company borrowed a loan from a money provider. The amount is denominated in Renminbi of RMB7,200,000. The interest rate is 0.5% per month. The loan is secured by 48.83% shares of Tieshan Oil held by Yeung Po Kam.

During the six months ended July 31, 2017 and 2016, the Company repaid loan of $322,454 and $0 and incurred interest of $63,318 and $78,054, respectively. As of July 31, 2017 and January 31, 2017, the Company had a short-term loan balance of $743,295 and $1,046,160, respectively.

NOTE 9 – STOCKHOLDERS’ EQUITY

The capitalization of the Company consists of the following classes of capital stock:

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 Stock

The Company has authorized 1,000,000,000 shares of common stock with a par value of $0.0001 per share. 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.

During the six-month period ended July 31, 2017, no shares were issued by the Company.

As at July 31, 2017 and January 31, 2017, the Company had 74,976,241 common shares issued and outstanding.

The Company has no stock option plan, warrants or other dilutive securities.

Additional Paid-In Capital

During the six months ended July 31, 2017, related parties contributed additional paid-in capital in the amount of $78,080, to fund operating expenses.

NOTE 10 – RELATED PARTY TRANSACTIONS

Accounts receivable and prepaid

As of July 31, 2017 and January 31, 2017, the Company had amount due from related parties of $23,413,330 and $26,747,696, respectively. As of July 31, 2017, and January 31, 2017, it consists of a trade receivable past due within 1 month of $0 and $14,091,462 from a related company and a trade receivable past due within 1 year of $12,948,825 and $12,656,234 from another related company, respectively. All the related companies were customers of the Company and were under common control with the Company.

As of July 31, 2017 and January 31, 2017, the Company had prepaid expense of $10,464,505 and $0, respectively. The related party company is the vendor of the Company and is under common control with the Company.

Accounts payable, other liabilities and loans

At July 31, 2017 and January 31, 2017, the Company had accounts payable and accrued liabilities of $29,704,867 and $63,270,068 to four related companies under common control with the Company, respectively.

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders or directors. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances were considered temporary in nature and were not formalized by a promissory note.

At July 31, 2017, the Company owed $12,695 to a director of the Company, $5,203 to a director of Xin Rui HK, $8,545 to directors of Huaxin, $213,525 to directors of Amuli and $47,633 to shareholders of Amuli, for vendor payments made by those directors.

At January 31, 2017, the Company owed $12,695 to a director of the Company, $5,203 to a director of Xin Rui HK, $8,352 to directors of Huaxin, $208,406 to directors of Amuli and $46,558 to shareholders of Amuli, for vendor payments made by those directors.

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.

As of July 31, 2017 and January 31, 2017, due to related parties consist of the follows;

NOTE 11 – COMMITMENTS AND CONTINGENCIES

The Company has no commitments or contingencies as of July 31, 2017 and January 31, 2017.

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 12 – SEGMENTED INFORMATION

At July 31, 2017 and January 31, 2017, the Company operates in two industry segments, health beverage and oil and gas, and one geographic segment, China, where majority current assets and equipment are located.

Segment assets and liabilities at July 31, 2017 and January 31, 2017 were as follows:

Segment revenue and net loss for six months ended July 31, 2017 and 2016 were as follows:

Segment revenue and net loss for three months ended July 31, 2017 and 2016 were as follows:

NOTE 13 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no 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 Quarterly Report on Form 10-Q 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 Current Report on Form 10-Q to the "Company," "Resort Savers," "we," "us," or "our" are to Resort Savers, Inc.

Overview

Resort Savers was incorporated in the State of Nevada on June 25, 2012. At formation, the Company was authorized to issue 100,000,000 shares of common stock, par value $0.0001 per share, and 15,000,000 shares of preferred stock, par value $0.0001 per share,. Our fiscal year end is January 31. Resort Savers has limited cash on hand. We have sustained losses since inception and have relied solely upon the sale of our securities for funding. Resort Savers has never declared bankruptcy, been in receivership, or been involved in any kind of legal proceeding.

On August 1, 2014, a change of control of the Company occurred, whereby a controlling interest in the Company was sold by Michelle LaCour, our former President, Chief Executive Officer, Chief Financial Officer, Treasurer and director and a former 5% stockholder, and James LaCour, our former Secretary and director and a former 5% stockholder, to the following: (1) Zhou Gui Bin (236,733 shares at a purchase price of $0.20 per share); (2) Zhou Wei (236,733 shares at a purchase price of $0.20 per share); and (3) Zong Xin (1,636,734 shares at a purchase price of $0.20 per share).

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.

Worx America, Inc.

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.

Shenzhen Amuli Industrial Development Co. Ltd.

On October 1, 2015, the Company’s wholly-owned subsidiary, Xing Rui, by and through a newly formed PRC corporation subsidiary Huaxin, completed a purchase of sixty percent (60%) of the shares of Amuli, for 3,033,926 shares of the Company’s common stock. The purchase price was valued $2,400,000.

Amuli is in development to become a large producer of the health beverage drink Kvass. Amuli has purchased equipment and is currently expanding its production facilities that are forecasted to generate sales and profits in 2016.

On October 9, 2015, we amended our certificate of incorporation to increase the maximum number of shares of common stock that the Company shall be authorized to have outstanding at any time to 1,000,000,000 shares.

Beijing Yandong Tieshan Oil Products Co., Ltd.

On January 29, 2016, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Mr. Yang Baojin, a citizen of the PRC, and Huaxin, which is a wholly owned subsidiary of Xing Rui, which in turn is a wholly owned subsidiary of the Company. Mr. Baojin is the president and majority owner of Tieshan Oil.

The Exchange Agreement provides that the Company will issue 6,000,000 shares of its common stock to Mr. Baojin, who will deliver to Huaxin an ownership interest in Tieshan Oil such that Huaxin will own 51% of all ownership interests in Tieshan Oil. At the same time, 1,200,000 shares of the Company’s common stock (20% of the common stock to be delivered to Mr. Baojin) will be withheld by the Company for a period of 12 months in order to secure against any breach of terms by Mr. Baojin of his representations and warranties contained in the Agreement, as well as to secure the fulfillment of his covenants and further obligations under the Exchange Agreement (the “Exchange”).

Tieshan Oil is principally engaged in the trading of oil, gas and lubricant products within the PRC. Apart from the transactions pursuant to the Exchange Agreement, neither the Company nor Huaxin has a material relationship with either Mr. Baojin or Tieshan Oil.

Under the Exchange Agreement, Mr. Baojin guarantees, for five years, that Tieshan Oil will have an annual net income of Renminbi (the currency of the PRC - “RMB”) 10 million. To the extent that in any year the actual net income of Tieshan Oil is less than RMB 10 million, then Mr. Baojin will pay Huaxin a cash payment equal to 51% of the shortfall.

The Exchange Agreement was approved by a written consent of the Board of Directors of the Company on January 29, 2016 and the closing of the transactions under the Exchange Agreement occurred concurrently with the execution and delivery of the Exchange Agreement.

As a result of the closing of the transactions under the Exchange Agreement, Huaxin now owns a majority of the ownership interest of Tieshan Oil. Pursuant to the Exchange Agreement, as soon as reasonably practicable following the closing, the parties will amend the articles of association and bylaws of Tieshan Oil so as to require a vote of the majority of the ownership interests in Tieshan Oil to (i) approve the acquisition of Tieshan Oil by means of a merger, (ii) approve the sale of substantially all assets of Tieshan Oil, (iii) liquidate, dissolve or wind-up the business and affairs of Tieshan Oil, (iv) amend, alter or repeal any provision of the articles of association or bylaws of Tieshan Oil, (v) create any class or series of capital stock of Tieshan Oil, (vi) pay or declare any dividend or make any distribution on any shares of capital stock of Tieshan Oil, (vii) issue any debt security, and/or (viii) elect each member of the board of directors of Tieshan Oil.

The total value of the exchange, based on the value of the Company’s common stock as of the close of trading on January 28, 2016, was $3,435,000.

The following discussion should be read in conjunction with our unaudited financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this quarterly report.

Our unaudited financial statements are stated in U.S. dollars and are prepared in accordance with U.S. generally accepted accounting principles.

Results of Operations

We have generated revenues of $32,384,010 and have incurred $32,542,408 in expenses through the six months ended July 31, 2017.

The following table provides selected financial data about our company as at July 31, 2017 and January 31, 2017.

For the Three Months Ended July 31, 2017 and July 31, 2016

The following is a summary of our results of operations, for the three-months ended July 31, 2017 and 2016.

The following summary of comprehensive loss, for the three-months ended July 31, 2017 and 2016.

Revenues and Cost of Goods Sold

The Company generated revenues of $18,534,391 and $25,112,429 during the three months ended July 31, 2017 and 2016, respectively. The decrease in revenue was primarily due to customers reducing purchase orders to Company.

The Company incurred cost of revenue of $18,402,031 and $24,994,073 during the three months ended July 31, 2017 and 2016, respectively. The decrease in cost of goods sold was due to a decrease in revenue.

Operating Expenses

For the three months ended July 31, 2017, total operating expenses were $133,633, which included professional fees in the amount of $62,010 and general and administrative expenses of $71,623. For the three months ended July 31, 2016, total operating expenses were $190,200, which included professional fees in the amount of $21,902 and general and administrative expenses of $168,298. The decrease in expenses can be attributed to decreased general and administrative expenses related to a decrease in the scale of operation of the Company.

Other Expenses 

Other expenses for the three months ended July 31, 2017 were $63,713 as compared to $1,937,156 for the three months ended July 31, 2016. The other expenses for the three months ended July 31, 2017 can be mainly attributed to $63,318 in interest expense. The other expenses for the three months ended July 31, 2016 can be mainly attributed to $25,890 in interest expense and $1,907,308 loss on investment. During the three months ended July 31, 2016, the Company determined the investment in Worx did not have value and wrote down the investment.

Net Loss

For the three months ended July 31, 2017, the Company had a net loss of $64,986, as compared to a net loss for the three months ended July 31, 2016 of $2,010,060.  The decrease is mainly due to the $1,907,308 loss on investment in the three months ended July 31, 2016, which does not exist in the three months ended July 31, 2017.

Comprehensive Income/Loss

For the three months ended July 31, 2017 and 2016, the Company had other comprehensive income of $105,866 and other comprehensive loss of $112,539 as foreign currency translation adjustments, respectively.

For the Six Months Ended July 31, 2017 and July 31, 2016

The following is a summary of our results of operations, for the six-months ended July 31, 2017 and 2016.

The following is a summary of comprehensive loss, for the six months ended July 31, 2017 and 2016.

Revenues and Cost of Goods Sold

The Company generated revenues of $32,384,010 and $47,111,789 during the six months ended July 31, 2017 and 2016, respectively. The decrease in revenue was primarily due to customers reducing purchase orders to Company.

The Company incurred cost of revenue of $32,257,933 and $46,803,152 during the six months ended July 31, 2017 and 2016, respectively. The decrease in cost of goods sold was due to a decrease in revenue.

Operating Expenses

For the six months ended July 31, 2017, total operating expenses were $220,762, which included professional fees in the amount of $65,793 and general and administrative expenses of $154,969. For the six months ended July 31, 2016, total operating expenses were $399,871, which included professional fees in the amount of $57,554 and general and administrative expenses of $342,317. The decrease in expenses can be attributed to decreased general and administrative expenses. The decrease in general and administrative expenses was primarily related to a decrease in the scale of operation of the Company.

Other Expenses 

Other expenses for the six months ended July 31, 2017 were $63,713 as compared to $1,989,320 for the six months ended July 31, 2016. The other expenses for the six months ended July 31, 2017 can be mainly attributed to $63,318 in interest expense. The other expenses for the six months ended July 31, 2016 can be mainly attributed to $78,054 in interest expense and $1,907,308 loss on investment. During the six months ended July 31, 2016, the Company determined the investment in Worx did not have value and wrote down the investment.

Net Loss

For the six months ended July 31, 2017, the Company had a net loss of $158,398, as compared to a net loss for the six months ended July 31, 2016 of $2,082,900.  The decrease is mainly due to the $1,907,308 loss on investment in the three months ended July 31, 2016, which does not exist in the three months ended July 31, 2017.

Comprehensive Income/Loss

For the six months ended July 31, 2017 and 2016, the Company had other comprehensive income of $95,667 and other comprehensive loss of $101,877 as foreign currency translation adjustment, respectively.

Liquidity and Capital Resources

Working Capital

As at July 31, 2017, the Company had current assets of $36,142,277 compared with current assets of $69,886,272 as at January 31, 2017 and as at July 31, 2017, the Company had current liabilities of $31,875,899 compared with current liabilities of $65,667,635 as at January 31, 2017. The decrease in current assets was primarily due to a decrease in accounts receivable of $30,425,561. The decrease in current liabilities was primarily due to a decrease in due to relate parties of $33,559,107.

As at July 31, 2017, our company had a working capital of $4,266,378 compared with working capital of $4,218,637 as at January 31, 2017.

Cash Flows

Cash Flow from Operating Activities

During the six months ended July 31, 2017, our company generated $27,698 in cash from operating activities compared to the use of $44,210 of cash for operating activities during the six months ended July 31, 2016. The increase in cash from operating activities was primarily attributed to a decrease in amount due to related parties of $34,212,088, partially offset by decrease in amount due from related party of $3,897,180 and decrease in accounts receivable of $30,425,261.

Cash Flow from Financing Activities

During the six months ended July 31, 2017, our company received $78,080 loans from related parties and repaid $322,454 in short-term loan compared to $51,972 loans from related parties during the six months ended July 31, 2016.

Limited Operating History; Need for Additional Capital

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 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.

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 and principal financial 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 and principal financial 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, 2017, 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. ​

None.

Item 3. Defaults Upon Senior Securities. ​

None.

Item 4. Mine Safety Disclosures. ​

Not applicable.

Item 5. Other Information. ​

None.

Item 6. Exhibits.

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.​