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 March 31, 2020
or
¨	TRANSITION REPORT UNDER 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)		(IRS Employer Identification No.)

 

Level 11, Tower 4, Puchong Financial Corporate Centre (PFCC) Jalan Puteri 1/2, Bandar Puteri, 47100 Puchong, Malaysia		47100
(Address of principal executive offices)		(Zip Code)

 

+60 3 8600 0313

(Registrant’s telephone number, including area code)

N/A

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

 

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. x YES    ¨ NO

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). x YES    ¨ NO

 

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.

 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	¨

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ¨ YES    x NO

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

As of May 14, 2020, there were 5,359,540 shares of the issuer’s common stock, par value $0.0001 per share, outstanding.

 

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements		F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk
Item 4.	Controls and Procedures
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings		9
Item 1A.	Risk Factors		9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		9
Item 3.	Defaults Upon Senior Securities		9
Item 4.	Mine Safety Disclosures		9
Item 5.	Other Information		9
Item 6.	Exhibits		10
SIGNATURES			11

 

2

Table of Contents

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

INDEX TO THE UNAUDITED INTERIM FINANCIAL STATEMENTS

 

PERIOD ENDED MARCH 31, 2020

 

TABLE OF CONTENTS

 

		Page
Consolidated Balance Sheets		F-2
Consolidated Statements of Operations and Other Comprehensive Income (Loss)		F-3
Consolidated Statements of Shareholders’ Equity		F-4
Consolidated Statements of Cash Flows		F-5
Notes to the Consolidated Financial Statements		F-6

 

F-1

Table of Contents

 

RESORT SAVERS, INC.

Consolidated Balance Sheets

(Unaudited)

 

		March 31,				December 31,
		2020				2019
ASSETS
Current Assets
Cash and cash equivalents		$	108,711			$	277,629
Accounts receivable, net			1,413,500				548,281
Inventory			7,038,288				7,225,155
Other current assets			83,988				883,562
Total Current Assets			8,644,487				8,934,627
Property and equipment, net			508,546				466,316
Goodwill			3,199,594				3,199,594
TOTAL ASSETS		$	12,352,627			$	12,600,537
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable		$	1,366,569			$	1,461,971
Accrued liabilities and other payables			144,712				85,834
Convertible notes, net of unamortized discounts			87,228				19,864
Due to related parties			426,363				253,581
Derivative liabilities			690,313				356,395
Tax payable			23,654				163,532
Total Current Liabilities			2,738,839				2,341,177
Convertible notes non-current, net of unamortized discounts			-				155,570
Deferred tax liabilities			17,091				18,035
TOTAL LIABILITIES			2,755,930				2,514,782
COMMITMENTS AND CONTINGENCIES			-				-
SHAREHOLDERS’ EQUITY
Preferred stock, $0.0001 par value; 15,000,000 shares authorized; no shares issued and outstanding			-				-
Common stock, $0.0001 par value; 1,000,000,000 shares authorized; 5,209,881 shares issued and outstanding			521				521
Additional paid-in capital			8,936,263				8,936,263
Retained earnings			1,336,697				1,654,947
Accumulated other comprehensive loss			(676,784	)			(505,976	)
Total shareholders’ equity			9,596,697				10,085,755
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	12,352,627			$	12,600,537

 

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

 

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RESORT SAVERS, INC.

Consolidated Statements of Operations and Other Comprehensive Income (Loss)

(Unaudited)

 

		Three Months Ended
		March 31,
		2020				2019
Revenue		$	925,657			$	14,781,045
Cost of goods sold			857,567				14,169,390
Gross Profit			68,090				611,655
Operating Expenses
General and administrative			107,408				182,744
Professional fees			175,444				26,245
Total Operating Expenses			282,852				208,989
(Loss) Income From Operations			(214,762	)			402,666
Other (Expense) Income
Other income			64,799				134
Interest expense			(75,973	)			-
Change in fair value of derivative liabilities			(88,918	)			-
Total Other (Expense) Income			(100,092	)			134
(Loss) Income Before Income Taxes			(314,854	)			402,800
Provision for income taxes			(3,396	)			(131,311	)
Net (loss) Income		$	(318,250	)		$	271,489
Other Comprehensive (Loss) Income
Foreign currency translation adjustments			(170,808	)			147,999
Total Comprehensive (Loss) Income		$	(489,058	)		$	419,488
Basic and Diluted (Loss) Gain per Common Share		$	(0.06	)		$	0.05
Basic and Diluted Weighted Average Common Shares Outstanding		$	5,209,881			$	5,209,762

 

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

 

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RESORT SAVERS, INC.

Consolidated Statements of Shareholders’ Equity

(Unaudited)

 

Three Months Ended March 31, 2020

 

																		Accumulated
		Common Stock								Additional								Other				Total
		Number of Shares				Amount				Paid-in Capital				Retained Earnings				Comprehensive Loss				Stockholders’ Equity
Balance - December 31, 2019			5,209,881			$	521			$	8,936,263			$	1,654,947			$	(505,976	)		$	10,085,755
Net loss			-				-				-				(318,250	)			-				(318,250	)
Other comprehensive loss			-				-				-				-				(170,808	)			(170,808	)
Balance - March 31, 2020			5,209,881			$	521			$	8,936,263			$	1,336,697			$	(676,784	)		$	9,596,697

 

Three Months Ended March 31, 2019

 

																		Accumulated
		Common Stock								Additional								Other				Total
		Number of Shares				Amount				Paid-in Capital				Retained Earnings				Comprehensive Loss				Stockholders’ Equity
Balance - December 31, 2018			5,209,881			$	521			$	8,936,263			$	991,525			$	(442,798	)		$	9,485,511
Net income			-				-				-				271,489				-				271,489
Other comprehensive income			-				-				-				-				147,999				147,999
Balance - March 31, 2019			5,209,881			$	521			$	8,936,263			$	1,263,014			$	(294,799	)		$	9,904,999

 

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

 

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RESORT SAVERS, INC.

Consolidated Statements of Cash Flows

(Unaudited)

 

		Three Months Ended
		March 31,
		2020				2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income		$	(318,250	)		$	271,489
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation			23,513				24,027
Amortization of debt discount			66,794				-
Change in fair value of derivative liabilities			88,918				-
Changes in operating assets and liabilities:
Amount due from related parties			-				(784,101	)
Accounts receivable			(888,423	)			26,771,083
Inventories			(18,781	)			(1,525,401	)
Other current assets			797,182				(45,158	)
Accounts payable			71,281				(26,165,313	)
Deferred revenue			-				(11,413	)
Amount due to related parties			24,068				-
Tax payable			(138,275	)			(19,474	)
Accrued liabilities and other payable			63,361				1,392,750
Net cash used in operating activities			(228,612	)			(91,511	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment			(92,342	)			-
Net cash used in investing activities			(92,342	)			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible notes			90,000				-
Loans from related parties			110,765				11,237
Repayments of loans from related parties			(47,545	)			(2,489	)
Net cash provided by financing activities			153,220				8,748
Effects on changes in foreign exchange rate			(1,182	)			5,894
Net change in cash and cash equivalents			(168,916	)			(76,869	)
Cash and cash equivalents - beginning of period			277,627				257,391
Cash and cash equivalents - end of period		$	108,711			$	180,522
Supplemental Cash Flow Disclosures
Cash paid for interest		$	-			$	-
Cash paid for income taxes		$	136,424			$	45,485
Non-Cash Investing and Financing Activity:
Derivative liability recognized as debt discount		$	245,000			$	-

 

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

 

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RESORT SAVERS, INC.

Notes to the Consolidated Financial Statements

March 31, 2020

Expressed in United States Dollars

(Unaudited)

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Resort Savers, Inc. (“we,” “us,” “our,” the “Company,” “Resort Savers” or “RSSV”) 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 December 31.

 

The Company makes investments and acquisitions into sound, transparent markets and industries throughout the world. The Company is principally engaged in the trading of oil, gas and lubricant, as well as an agricultural business and provides nutrition consultancy services and training as well as selling health products through an online store.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

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

 

In the opinion of the company’s management, the accompanying unaudited interim consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the company as of March 31, 2020 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited interim consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on April 6, 2020.

 

Principles of Consolidation

 

At March 31, 2020, the principal subsidiaries of the Company were listed as follows:

 

Entity Name

Acquisition Date

Ownership

Jurisdiction

Investments Held By

Nature of Operation

Fiscal Year

Admall Sdn. Bhd.

May 16, 2018

100

%

Malaysia

RSSV

Nutritional Services

December 31

Xing Rui International Investment Holding Group Co., Ltd. (“Xing Rui”)

December 22, 2014

100

%

Seychelles

RSSV

Holding Company

January 31

Xing Rui International Investment Group Ltd. (“Xing Rui HK”)

December 22, 2014

100

%

Hong Kong, the PRC

Xing Rui

Holding Company

January 31

Huaxin Changrong (Shenzhen) Technology Service Co., Ltd. (“Huaxin”) *

August 27, 2015

100

%

the PRC

Xing Rui

Holding Company

December 31

Beijing Yandong Tieshan Oil Products Co., Ltd. (“Tieshan Oil”) *

January 29, 2016

51

%

the PRC

Huaxin

Trading of oil products

December 31

May 16, 2018

49

%

__________

*	The English names used are translated only.

 

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

 

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. 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.

 

Foreign Currency Translation and Re-measurement

 

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

 

The Company’s functional currency and reporting currency is the U.S. dollar, and our subsidiaries’ functional currency is the Chinese Yuan Renminbi (“CNY”), Malaysian Ringgit (“MYR”) and Hong Kong Dollar (“HKD”).

 

The translate its records into U.S. dollar as follows:

 

	•	Assets and liabilities at the rate of exchange in effect at the balance sheet date
	•	Equities at historical rate
	•	Revenue and expense items at the average rate of exchange prevailing during the period

 

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 in 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 three months ended March 31, 2020, one customer accounted for 95% of revenues.

 

As of March 31, 2020 and December 31, 2019, one customer accounted for approximately 99% and 99% of accounts receivable, one vendor accounted for approximately 11% and 0% of accounts payable, respectively.

 

Admall

 

As of March 31, 2020 and December 31, 2019, one vendor accounted for approximately 87% and 91% of accounts payable, respectively.

 

Earnings 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 per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

 

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

 

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 consolidated financial statements are prepared using GAAP 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 RECEIVABLE

 

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 March 31, 2020 and December 31, 2019. As at March 31, 2020 and December 31, 2019, the Company had accounts receivable of $1,413,500 and $548,281, respectively.

 

NOTE 5 – INVENTORIES

 

Inventories at March 31, 2020 and December 31, 2019 consist of the following:

 

		March 31,				December 31,
		2020				2019
Finished goods		$	7,038,288			$	7,225,155

 

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NOTE 6 – PROPERTYAND EQUIPMENT

 

Plant and equipment at March 31, 2020 and December 31, 2019 consist of the following:

 

		March 31,				December 31,
		2020				2019
Cost:
Computer and software		$	73,912			$	77,995
Furniture and fittings			7,574				4,369
Motor Vehicles			46,340				-
Renovation			39,635				-
Office equipment			5,556				5,863
Plant and machinery			741,679				780,904
			914,696				869,131
Less: accumulated depreciation			(406,150	)			(402,815	)
Equipment, net		$	508,546			$	466,316

 

During the three months ended March 31, 2020 and 2019, the Company recorded depreciation of $23,513 and $24,027, respectively.

 

NOTE 7 –ACCRUED LIABILITIES AND OTHER PAYABLE

 

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

 

		March 31,				December 31,
		2020				2019
Accrued expenses		$	-			$	-
Accrued salary			23,635				18,761
Accrued interest			14,758				5,579
Deposit received			10,195				10,759
Other payables			96,124				50,735
		$	144,712			$	85,834

 

NOTE 8 - CONVERTIBLE NOTE

 

At March 31, 2020 and December 31, 2019, convertible loans consisted of the following:

 

		March 31,				December 31,
		2020				2019
Convertible Notes - originated in September 18, 2019		$	158,000			$	158,000
Convertible Notes - originated in November 20, 2019			125,000				125,000
Convertible Notes - originated in November 22, 2019			55,000				55,000
Convertible Notes - originated in February 19, 2020			122,750				-
Total convertible notes payable			460,750				338,000
Less: Unamortized debt discount			(363,522	)			(162,566	)
Total convertible notes			97,228				175,434
Less: current portion of convertible notes			97,228				19,864
Long-term convertible notes		$	-			$	155,570

 

For the three months ended March 31, 2020 and 2019, the interest expense on convertible notes was $9,179 and $0, and amortization of discount, including interest expense, of $66,794 and $0, respectively. As of March 31, 2020 and December 31, 2019, the accrued interest was $14,758 and $5,579, respectively.

 

Convertible Notes – Issued during the three months ended March 31, 2020

 

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During the three months ended March 31, 2020, the Company issued a total principal amount of $112,750 convertible note for cash proceeds of $90,000. The terms of convertible note are summarized as follows:

 

	•	Term: 10 months;
	•	Annual interest rates: 12%;
	•	Convertible at the option of the holders at any time;
	•	Conversion prices are based on discounted (35% - 50% discount) lowest trading prices of the Company’s shares during various periods prior to conversion.

 

Convertible Notes – Issued during the year ended December 31, 2019

 

During the year ended December 31, 2019, the Company issued a total principal amount of $338,000 convertible notes for cash proceeds of $310,000. The convertible notes were also provided with a total of 112,500 warrants. The terms of convertible notes are summarized as follows:

 

	•	Term: 12 months - 18 months;
	•	Annual interest rates: 8% - 10%;
	•	Convertible at the option of the holders at any time or 180 days from issuance.
	•	Conversion prices are based on discounted (35% - 40% discount) lowest trading prices of the Company’s shares during various periods prior to conversion. Certain note has a fixed conversion price of $1.

 

The Company determined that the conversion feature met the definition of a liability in accordance with ASC Topic No. 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Stock” and therefore bifurcated the embedded conversion option once the note becomes convertible and accounted for it as a derivative liability. The fair value of the conversion feature was recorded as a debt discount and amortized to interest expense over the term of the note.

 

The Company valued the conversion feature using the Black Scholes valuation model. The fair value of the derivative liability for all the notes that became convertible, including the notes issued in prior years, during the three months ended March 31, 2020 amounted to $333,918. $245,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $88,918 was recognized as a “day 1” derivative loss.

 

NOTE 9 – WARRANTS

 

A summary of activity regarding warrants issued as follows:

 

		Warrants Outstanding
						Weighted Average
		Shares				Exercise Price
Outstanding, December 31, 2019			112,500			$	1.67
Granted			-				-
Reset feature			220,898				0.62
Exercised			-				-
Forfeited/canceled			-				-
Outstanding, March 31, 2020			333,398			$	0.62

 

During the year ended December 31, 2019, the Company issued warrants with convertible notes. Each warrant is immediately exercisable into one share of common stock at a price ranging from $1.25 to $5.00 per share. The warrants will expire on the three (3) year anniversary of the issuance date. As a result of the reset features, the warrants increased by 220,898 for the period ended March 31, 2020, and the total warrants exercisable into 333,398 shares of common stock at a weighted average exercise price of $0.62 per share as of March 31, 2020. The reset feature of warrants was effective at the time that a separate convertible instrument with lower exercise price was issued. We accounted for the issuance of the Warrants as a derivative. (See Note 10).

 

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The following table summarizes information relating to outstanding and exercisable warrants as of March 31, 2020.

 

Warrants Outstanding												Warrants Exercisable
Number of				Contractual life								Number of
Shares				(in years)				Exercise Price				Shares				Exercise Price
	203,252				2.64			$	0.62				203,252			$	0.62
	130,146				2.65			$	0.62				130,146			$	0.62

 

Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants at March 31, 2020 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). The intrinsic value of the warrants as of March 31, 2020 is $225,044.

 

NOTE 10 – DERIVATIVE LIABILITIES

 

The Company analyzed the conversion option for derivative accounting consideration under ASC 815, “Derivatives and Hedging, and hedging,” and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options.

 

ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item.

 

The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of March 31, 2020. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note and warrant is estimated using the Black-Scholes valuation model. The following weighted-average assumptions were used in the March 31, 2020 and December 31, 2019:

 

		Three Months Ended				Year ended
		March 31,				December 31,
		2020				2019
Expected term		0.64 - 2.65 years				0.89 - 3.00 years
Expected average volatility		229% - 368		%		175% - 272		%
Expected dividend yield			-				-
Risk-free interest rate		0.20% - 1.47		%		1.55% - 1.62		%

 

The following table summarizes the changes in the derivative liabilities during the three months ended March 31, 2020:

 

Fair Value Measurements Using Significant Observable Inputs (Level 3)
Balance - December 31, 2019		$	356,395
Addition of new derivatives recognized as debt discounts			245,000
Addition of new derivatives recognized as loss on derivatives			88,918
Balance - March 31, 2020		$	690,313

 

The following table summarizes the loss on derivative liability included in the income statement for the three months ended March 31, 2020 and 2019, respectively.

 

		Three Months Ended
		March 31,
		2019				2018
Day one loss due to derivative liabilities on convertible notes		$	88,918			$	-

 

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NOTE 11 - STOCKHOLDERS’ EQUITY

 

The capitalization of the Company consists of the following classes of capital stock as of March 31, 2020:

 

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 three months ended March 31, 2020, there were no issuances of common stock.

 

As at March 31, 2020 and December 31, 2019, the Company had 5,209,881 common shares issued and outstanding.

 

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

 

NOTE 12 – RELATED PARTY TRANSACTIONS

 

Due to related party

 

As of March 31, 2020 and December 31, 2019, the Company recorded due to related parties as follows. The loan is non-interest bearing and due on demand.

 

		March 31,				December 31,
		2020				2019
Loan from directors		$	301,820			$	142,480
Loan from related party			124,543				111,101
		$	426,363			$	253,581

 

NOTE 13 - SEGMENTED INFORMATION

 

At March 31, 2020, the Company operates in two industry segments, health beverage and oil and gas, and two geographic segments, Malaysia and China, where majority current assets and equipment are located.

 

Segment assets and liabilities as of March 31, 2020 and December 31, 2019 were as follows:

 

March 31, 2020		Holding Company				Oil and gas				Nutritional Services				Total Consolidated
Assets
Current assets		$	141,675			$	6,350,596			$	2,152,216			$	8,644,487
Non-current assets			3,199,594				-				508,546				3,708,140
Liabilities
Current liabilities			1,033,636				151,431				1,553,772				2,738,839
Long term liabilities			-				-				17,091				17,091
Net assets		$	2,307,633			$	6,199,165			$	1,089,899			$	9,596,697

 

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December 31, 2019		Holding Company				Oil and gas				Nutritional Services				Total Consolidated
Assets
Current assets		$	198,916			$	6,413,082			$	2,322,629			$	8,934,627
Non-current assets			3,199,594				-				466,316				3,665,910
Liabilities
Current liabilities			594,891				168,739				1,577,547				2,341,177
Long term liabilities			-				-				18,035				18,035
Net assets		$	2,803,619			$	6,244,343			$	1,193,363			$	10,241,325

 

Segment revenue and net income (loss) for the three months ended March 31, 2020 and 2019 were as follows:

 

Three Months Ended March 31, 2020		Holding Company				Oil and gas				Nutritional Services				Total Consolidated
Revenue		$	-			$	882,911			$	42,746			$	925,657
Cost of goods sold			-				(804,044	)			(53,523	)			(857,567	)
Operating expenses			(175,588	)			(10,946	)			(96,318	)			(282,852	)
Other income (expenses)			(164,891	)			-				64,799				(100,092	)
Provision for income taxes			-				(3,396	)			-				(3,396	)
Net income (loss)		$	(340,479	)		$	64,525			$	(42,296	)		$	(318,250	)

 

Three Months Ended March 31, 2019		Holding Company				Oil and gas				Nutritional Services				Total Consolidated
Revenue		$	-			$	14,664,803			$	116,242			$	14,781,045
Cost of goods sold			-				(14,118,726	)			(50,664	)			(14,169,390	)
Operating expenses			(5,687	)			(20,834	)			(182,468	)			(208,989	)
Other income			-				-				134				134
Provision for income taxes			-				(131,311	)			-				(131,311	)
Net income (loss)		$	(5,687	)		$	393,932			$	(116,756	)		$	271,489

 

NOTE 14 - SUBSEQUENT EVENTS

 

Subsequent to March 31, 2020, the Company issued 149,659 shares of common stock per conversion notices from convertible noteholders. 

 

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

 

FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “pursue,” “expect,” “predict,” “project,” “goals,” “strategy,” “future,” “likely,” “forecast,” “potential,” “continue,” negatives thereof or similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding future acquisition or merger targets, business strategies, macro-economic and sector-specific trends, future cash flows, financing plans, plans and objectives of management and any other statements which are not statements of historical facts.

 

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual future results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, inability to successfully conclude acquisitions of target companies or assets which are reasonably capable of generating positive cash flow in the near future, legal and regulatory changes in the jurisdictions in which we operate including but not limited to the People’s Republic of China (“PRC”) and Malaysia, the sustained trade- and investment-related tension between the United States and the PRC, volatility or decline in our stock price, mismanagement of our subsidiaries by local managers, potential fluctuation of our quarterly and annual financial and operational results, rapid adverse changes in markets, decline in demand for our goods and services, insufficient revenues to cover our operating costs and such other factors as discussed throughout this Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form 10-Q.

 

Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Available Information

 

The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the SEC. The Company is subject to the informational requirements of the Exchange Act and files or furnishes reports and other information with the SEC. The SEC maintains an internet site that contains reports and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

 

Quarterly Highlights

 

On February 24, 2020 the Company entered into a Purchase Agreement (the “Agreement”) with Mr. Liu FaKuan (“Seller”), the sole owner of Henan Wandi Mining Product Development Co., Ltd. (“Wandi”), a corporation organized in the People’s Republic of China (“PRC”), pursuant to which, among other things and subject to the terms and conditions contained therein, the Company will effect an acquisition of Wandi by acquiring from the Seller all outstanding equity interests of Wandi (the “Acquisition”). Wandi owns 49% of a coal mine known as You Zhou Shenhuo Kuanfa Mining Company Ltd., (the “Mine”), together with Zhengzhou Yuzhong Coal Industry Co., Ltd. (a State-owned enterprise), which owns 51% of the coal mine. Notwithstanding these ownership interests, Wandi is entitled to 100% of the performance derived from the operation of the Mine. Pursuant to the Agreement, in exchange for all of the outstanding shares of Wandi, the Company shall issue 60,000,000 restricted common shares of stock of the Company to the Seller upon the Closing of the Agreement.

 

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The Closing of the Agreement has not occurred as of March 31, 2020. Subject to the successful completion of the due diligence of both parties, the Company anticipates final closing of the Agreement in second quarter of 2020.

 

During the first quarter of 2020, the Company has also been exploring the acquisition of 100% ownership in a European business entity (the ‘Target Entity”) with assets and products that control the spread of infectious viral and bacterial diseases. The Target Entity owns patents for proprietary technologies that cover both disinfecting solutions and delivery systems, presently markets and sells products in Europe and South America, has an existing revenue stream, and owns over 25 patents among its assets. On May 13, 2020, the Company issued a press release describing the execution of a term sheet to acquire 100% of the Target Entity. Subject to the completion of due diligence and closing terms, the Company anticipates final closing on this acquisition during the second or third quarter of 2020.

 

COVID-19 Impacts and Effects

 

COVID-19, a viral pandemic, has affected the international community, public health, and financial markets throughout the world. Similarly, this public health crisis has impacted the Company, its operations, and the results of those business activities. Due to the location of the Company’s segmented business activities—in China and Malaysia—the virus has had a significant impact as it reportedly began spreading from Southeast Asia.

 

During these unprecedented times, our priority has been, and continues to be, the health, safety and sustainability of our employees, customers, communities, and our marketplace. We have responded quickly to the crisis to drive as much business as possible to e-commerce and telecommunication portals. We will continue to support the local communities and our customers that are struggling with this uncertain and difficult time period.

 

For the first quarter of 2020, like most businesses, we experienced a swift change in customer behavior during February and March when the pandemic took hold throughout China and Malaysia. Initially, we observed a decrease in business activity in both of our operational segments as news of the pandemic upended typical routines and there was considerable uncertainty about what day-to-day life would be like.

 

Exiting the first quarter, we are confident that our ability to manage our business profitably while competing aggressively has not changed. We anticipate that the e-commerce applications of our nutritional services business are extremely well-positioned for growth in these uncertain times and questionable employment circumstances. Similarly, we are confident that the Wandi Purchase Agreement, that was entered into during the first quarter of 2020 (and which we anticipate will be closed during the second quarter), will add to our revenues and profitability. The acquisition of the Target Entity—which was announced on May 13, 2020, and which holds proprietary technologies and patents related to disinfecting solutions and delivery systems—will also enhance our revenues and profitability, especially considering the COVID-19 viral pandemic.

 

As business and social conditions normalize, we expect to return the Company to pursue additional growth and profit trajectories we were on before COVID-19. We remain bullish on our industries, long-term competitive strategies, and continued growth.

 

Overview

 

Resort Savers, Inc. was incorporated in the State of Nevada on June 25, 2012. At March 31, 2020, the Company was authorized to issue 1,000,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), and 15,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). The Company now operates on a fiscal year ending on December 31. Resort Savers has limited cash on hand at present. The Company has never declared bankruptcy, been in receivership, or been involved in any kind of legal proceeding.

 

Shares

 

Our Common Stock is not traded on any exchange but is currently available for trading in the over-the-counter market and is quoted on the OTCQB operated by the OTC Markets Group, Inc. under the symbol “RSSV.” Trading in stocks quoted on these markets is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company’s operations or business prospects.

 

On March 31, 2020, the closing price of our Common Stock as reported by the OTC Markets was $1.29 per share.

 

As of March 31, 2020, there were approximately 235 stockholders of record and an aggregate of 5,209,881 shares of our Common Stock were issued and outstanding.

 

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Plan of Operation

 

Since inception, the Company has incurred significant losses and relied upon capital raised from affiliates and third parties. The Company makes investments and acquisitions into a diverse range of markets and industries throughout the world.

 

In light of our operations of Tieshan Oil and Admall, we anticipate generating additional revenues from the operations of these entities during the next 12 months. Similarly, we are confident that we can generate additional revenue from the operations of Wandi, following closing of the purchase agreement described herein. Notwithstanding these facts, in light of our ongoing expenses, our management cannot provide any assurances that such revenue will be sufficient to cover all of our expenses or that our Company will ever operate profitably.

 

During the next year of operations, our officers and Directors will also provide their labor at no charge. We have hired 20 total staff across all of our subsidiaries and do not anticipate hiring any more staff in the next 12 months of operation.

 

We are a public entity, subject to the reporting requirements of the Exchange Act. We will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements. We estimate that these accounting, legal and other professional costs would be a minimum of $100,000 in the next year and will be higher, in the following years, if our business volume and activity increases. Increased business activity could greatly increase our professional fees for reporting requirements and this could have a significant impact on future operating costs. The difference between having the ability to sustain our cash flow requirements over the next twelve months and the need for additional outside funding will depend on how fast we can generate sales revenue.

 

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.

 

Results of Operations

 

Management’s Discussion and Analysis of Consolidated Results of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the consolidated financial statements included herein. In addition, you are urged to read this report in conjunction with the risk factors described herein.

 

Our operations for the three months ended March 31, 2020 and 2019 are outlined below:

 

Three months ended March31, 2020 compared to three months ended March 31, 2019

 

		Three Months Ended
		March 31,								Change
		2020				2019				Amount
Revenue		$	925,657			$	14,781,045			$	(13,855,388	)
Cost of Goods Sold		$	857,567			$	14,169,390			$	(13,311,823	)
Gross profit		$	68,090			$	611,655			$	(543,565	)
Operating expenses		$	282,852			$	208,989			$	73,863
Other income (expense)		$	(100,092	)		$	134			$	(100,226	)
Provision for income taxes		$	(3,396	)		$	(131,311	)		$	127,915
Net income (loss)		$	(318,250	)		$	271,489			$	(589,739	)

 

The revenue for the three months ended March 31, 2020 decreased by $13,855,388 to $925,657 compared with the same period in 2019. The decrease is mainly due to the effects of COVID-19 causing a decrease in sales in this period.

 

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Cost of goods sold for the three months ended March 31, 2020 decreased by $13,311,823 to $857,567 compared with the same period in 2019. The decrease is mainly due to the effects of COVID-19 causing a decrease in Revenue in this period.

 

Net loss for the three months ended March 31, 2020 was $318,250 compared to net income of $271, 489 in the same period in 2019. The change is mainly due to the effects of COVID-19 causing a decrease in sales and gross profit and a loss on change in fair value of derivative liability.

 

For the three months ended March 31, 2020 and 2019 our results of operations segment, are as follows:

 

Three Months Ended March 31, 2020		Holding Company				Oil and gas				Nutritional Services				Total Consolidated
Revenue		$	-			$	882,911			$	42,746			$	925,657
Cost of goods sold			-				(804,044	)			(53,523	)			(857,567	)
Operating expenses			(175,588	)			(10,946	)			(96,318	)			(282,852	)
Other income (expenses)			(164,891	)			-				64,799				(100,092	)
Provision for income taxes			-				(3,396	)			-				(3,396	)
Net income (loss)		$	(340,479	)		$	64,525			$	(42,296	)		$	(318,250	)

  

Period Ended March 31, 2019		Holding Company				Oil and Gas				Nutritional Services				Total Consolidated
Revenue		$	-			$	14,664,803			$	116,242			$	14,781,045
Cost of goods sold			-				(14,118,726	)			(50,664	)			(14,169,390	)
Operating expenses			5,687	)			(20,834	)			(182,468	)			(208,989	)
Other income (expenses)			-				-				134				134
Provision for income taxes			-				(131,311	)			-				(131,311	)
Loss from discontinued operations			-				-				-				-
Net income (loss)		$	(5,687	)		$	393,932			$	(116,756	)		$	271,489

 

Holding Company

 

Operating expense mainly consists of professional fees for ongoing regulatory requirements. The increase in operating expense is primarily due to an increase in accounting, legal and consulting services.

 

Other expenses mainly consist of interest expense and change in fair value of derivative liability from convertible notes.

 

Oil and Gas

 

		Three Months Ended
		March 31,								Change
		2020				2019				Amount
Revenue		$	882,911			$	14,664,803			$	(13,781,892	)
Cost of goods sold		$	(804,044	)		$	(14,118,726	)		$	13,314,682
Gross profit		$	78,867			$	546,077			$	(467,210	)
Operating expenses		$	(10,946	)		$	(20,834	)		$	9,888
Other income (expense)		$	-			$	-			$	-
Provision for income taxes		$	(3,396	)		$	(131,311	)		$	127,915
Net income		$	64,525			$	393,932			$	(329,407	)

 

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The decrease in revenue is primarily due to the COVID-19 lockdown. The decrease in cost of goods sold is primarily due to a decrease in revenue. The percentage of gross profit increased from 3.7% in 2019 to 8.9% in 2020 is primarily due to an increase in sales price.

 

Nutritional Services

 

		Three Months Ended
		March 31,								Change
		2020				2019				Amount
Revenue		$	42,746			$	116,242			$	(73,496	)
Cost of goods sold		$	(53,523	)		$	(50,664	)		$	(2,859	)
Gross profit		$	(10,777	)		$	65,578			$	(76,355	)
Operating expenses		$	(96,318	)		$	(182,468	)		$	86,150
Other income (expense)		$	64,799			$	134			$	64,665
Provision for income taxes		$	-			$	-			$	-
Net loss		$	(42,296	)		$	(116,756	)		$	74,460

 

Liquidity and Capital Resources

 

The following tables provide selected financial data about our company as of March 31, 2020 and December 31, 2019, respectively.

 

Working Capital

 

		March 31,				December 31,				Change
		2020				2019				Amount
Cash		$	108,711			$	277,629			$	(168,918	)
Current Assets		$	8,644,487			$	8,934,627			$	(290,140	)
Current Liabilities		$	2,738,839			$	2,341,177			$	397,662
Working Capital		$	5,905,648			$	6,593,450			$	(687,802	)

 

The decrease in working capital was primarily attributed an increase in current liabilities and a decrease in current assets. The decrease in current assets was primarily attributed to a decrease in cash and other current assets offset by an increase in accounts receivable. The increase in current liabilities was primarily attributed to an increase in derivative liability and due to related parties.

 

Cash Flow

 

		Three Months Ended
		March 31,								Change
		2020				2019				Amount
Cash Flows used in operating activities		$	(228,612	)		$	(91,511	)		$	(137,101	)
Cash Flows used in investing activities		$	(92,342	)		$	-			$	(92,342	)
Cash Flows provided by financing activities		$	153,220			$	8,748			$	144,472
Effects on changes in foreign exchange rate		$	(1,182	)		$	5,894			$	(7,076	)
Net change in cash during period		$	(168,916	)		$	(76,869	)		$	(92,047	)

 

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Cash Flow from Operating Activities

 

During the three months ended March 31, 2020, our Company used $228,612 in operating activities, compared to $91,511 used in operating activities during the three months ended March 31, 2019. The increase in cash used in operation activities is primarily due to a net loss in 2020.

 

Cash Flow from Investing Activities

 

During the three months ended March 31, 2020, we had $92,342 used in purchase of property and equipment. During the three months ended March 31, 2019, we used no cash for investing activities.

 

Cash Flow from Financing Activities

 

During the three months ended March 31, 2020 and 2019, our Company received $153,220 and $8,748 in financing activities, respectively. For the three months ended March 31, 2020, the Company received $90,000 from convertible notes and $110,765 from loans from related parties, and repaid loans from related parties for $47,545. For the three months ended March 31, 2019, the Company received $11,237 from loans from related parties and repaid loans from related parties for $2,489.

 

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.

 

Critical Accounting Policies and Estimates

 

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.

 

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.

 

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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.

 

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Item 6. Exhibits

 

Exhibit Number		Description
31.1*		Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*		Interactive Data File
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

__________

*	Filed herewith.
**	Deemed furnished and not filed.

 

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SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

		RESORT SAVERS, INC.
		(Registrant)
Dated: May 15, 2020		/s/ DS Chang
		Ding-Shin “DS” Chang
		President, Chief Executive Officer and Director
		(Principal Executive Officer)

 

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