WEB NEWS Comments & Business Outlook
RESORT SAVERS, INC.
Condensed Consolidated
Interim Statements of Operations and Other Comprehensive Income (Loss)
(Unaudited)
Three Months Ended
April 30,
2016
2015
REVENUE
$
21,999,360
$
-
COST OF GOODS SOLD
21,809,079
-
GROSS PROFIT
190,281
-
OPERATING EXPENSES
General and administrative
174,019
1,500
Professional fees
35,652
28,673
Total Operating Expenses
209,671
30,173
LOSS FROM OPERATIONS
(19,390
)
(30,173
)
OTHER EXPENSE
Interest expenses
(52,164
)
-
Equity loss on unconsolidated affiliate investment
-
(30,692
)
Total Other Expenses
(52,164
)
(30,692
)
LOSS BEFORE INCOME TAXES
(71,554
)
(60,865
)
Provision for income taxes
(1,286
)
-
NET LOSS
(72,840
)
(60,865
)
Net loss attributable to the noncontrolling interest
15,708
-
NET LOSS ATTRIBUTABLE TO THE SHAREHOLDERS OF RESORT SAVERS, INC.
$
(57,132
)
$
(60,865
)
OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized loss on available-for-sale investments net of tax benefit
$
-
$
(62,000
)
Foreign currency translation adjustments
10,662
-
NET COMPREHENSIVE INCOME (LOSS)
10,662
(62,000
)
Other comprehensive income attributable to the noncontrolling interest
(5,284
)
-
NET COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE SHAREHOLDERS OF RESORT SAVERS, INC.
$
5,378
$
(62,000
)
NET LOSS AND COMPREHENSIVE LOSS
$
(62,178
)
$
(122,865
)
Net loss and other comprehensive loss attributable to the noncontrolling interest
10,424
-
NET LOSS AND OTHER COMPREHENSIVE LOSS ATTRIBUTABLE TO THE SHAREHOLDERS OF RESORT SAVERS, INC.
$
(51,754
)
$
(122,865
)
Basic and Diluted Loss per Common Share
$
(0.00
)
$
(0.00
)
Basic and Diluted Weighted Average Common Shares Outstanding
74,976,241
64,490,799
Comments & Business Outlook
Years Ended
January 31,
2016
2015
REVENUE
$
-
$
-
OPERATING EXPENSES
General and administrative
36,030
131
Professional fees
146,667
49,523
Management fees
-
9,414
Total Operating Expenses
182,697
59,068
LOSS FROM OPERATIONS
(182,697
)
(59,068
)
OTHER EXPENSE
Goodwill impairment
(4,005,224
)
-
Equity loss on unconsolidated affiliate investment
(92,692
)
-
Total Other Expense, Net
(4,097,916
)
-
LOSS BEFORE INCOME TAXES
(4,280,613
)
(59,068
)
Provision for income taxes
-
-
NET LOSS
(4,280,613
)
(59,068
)
Net loss attributable to the noncontrolling interest
1,608,201
-
NET LOSS ATTRIBUTABLE TO THE SHAREHOLDERS OF RESORT SAVERS, INC.
$
(2,672,412
)
$
(59,068
)
OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized loss on available-for-sale investments net of tax benefit
$
(62,000
)
$
-
Realized loss on available-for-sale investments net of tax benefit
62,000
-
Foreign currency translation adjustments
694
-
NET COMPREHENSIVE INCOME
694
-
Other comprehensive income attributable to the noncontrolling interest
(278
)
-
NET COMPREHENSIVE INCOME ATTRIBUTABLE TO THE SHAREHOLDERS OF RESORT SAVERS, INC.
$
416
$
-
NET LOSS AND COMPREHENSIVE INCOME
$
(4,279,919
)
$
(59,068
)
Net loss and other comprehensive income attributable to the noncontrolling interest
1,607,923
-
NET LOSS AND OTHER COMPREHENSIVE INCOME ATTRIBUTABLE TO THE SHAREHOLDERS OF RESORT SAVERS, INC.
$
(2,671,996
)
$
(59,068
)
Basic and Diluted Loss per Common Share
$
(0.06
)
$
(0.00
)
Basic and Diluted Weighted Average Common Shares Outstanding
67,848,549
38,418,753
Deal Flow
Item 1.01. Entry into a Material Definitive Agreement.
On January 29, 2016, Resort Savers, Inc., a Nevada corporation (the “Company”), entered into an Exchange Agreement (the “Agreement”) with Mr. Yang Baojin,
a citizen of the People’s Republic of China, and
Huaxin Changrong (Shenzhen) Technology Service Co., Ltd., a corporation organized under the laws of the People’s Republic of China (“Huaxin”) which is a
wholly owned subsidiary of Xing Rui International Investments Holding Group Co., Ltd., a Seychelles corporation which is a wholly owned subsidiary of the Company. Mr. Baojin is the president and majority owner of Beijing Yandong Tieshan Oil Products Co., Ltd., a corporation organized under the laws of the People’s Republic of China (“BYTOC”). The Agreement provides that the Company will issue 6,000,000 shares of its common stock, par value $0.001, to Mr. Baojin, and Mr. Baojin will deliver to Huaxin an ownership interest in BYTOC such that Huaxin will own 51% of all ownership interests in BYTOC, provided that 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 breach 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 Agreement (the “Exchange”).
BYTOC is principally engaged in the trading of oil, gas and lubricant products within the People’s Republic of China. Apart from the transactions pursuant to the Agreement, neither the Company nor Huaxin have a material relationship with either of Mr. Baojin or BYTOC.
Under the Agreement, Mr. Baojin guarantees, for five years, that BYTOC will have an annual net income of Yuan Renminbi (the currency of the People’s Republic of China – “RMB”) 10 million. To the extent that in any year the actual net income of BYTOC is less than RMB 10 million, then Mr. Baojin will pay Huaxin a cash payment equal to 51% of the shortfall.
The Agreement contains customary representations, warranties, covenants and indemnification obligations of the parties, which are subject to certain qualification and limitations, including with respect to materiality.
The 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 Agreement occurred concurrently with the execution and delivery of the Agreement.
As a result of the closing of the transactions under the Agreement, Huaxin now owns a majority of the ownership interest of BYTOC. Pursuant to the Agreement, as soon as reasonably practicable following the closing, the parties will amend the articles of association and bylaws of BYTOC so as to require a vote of the majority of the ownership interests in BYTOC to (i) approve the acquisition of BYTOC by means of a merger, (ii) approve the sale of substantially all assets of BYTOC, (iii) liquidate, dissolve or wind-up the business and affairs of BYTOC, (iv) amend, alter or repeal any provision of the articles of association or bylaws of BYTOC, (v) create any class or series of capital stock of BYTOC, (vi) pay or declare any dividend or make any distribution on any shares of capital stock of BYTOC, (vii) issue any debt security, and/or (viii) elect each member of the board of directors of BYTOC.
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, is $3,435,000.
The foregoing description of the Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On January 29, 2016, the Company completed the acquisition of a majority ownership stake in BYTOC pursuant to the Agreement. As consideration for the transaction, the Company issued to Mr. Baojin 6,000,000 shares of its common stock, subject to the withholding of certain shares as discussed under Item 1.01 of this Current Report on Form 8-K. The Company did not source funds from any third party in connection with the transactions under the Agreement. The information set forth under Items 1.01 and 3.02 of this Form 8-K is hereby incorporated into this Item 2.01 by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The shares of common stock issued by the Company pursuant to the Agreement have been issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), and in reliance upon exemptions from registration set forth therein and in the rules and regulations thereunder, including Section 4(a)(2) of the Securities Act and Regulation S promulgated thereunder. As part of executing the Agreement and receiving the Company’s common stock, Mr. Baojin provided representations and warranties consistent with the requirements of Regulation S.
Comments & Business Outlook
General and administrative
Management fees
Total Operating Expenses
Goodwill impairment
Equity loss on unconsolidated affiliate investment
Provision for income taxes
NET LOSS
Net loss attributable to the noncontrolling interest
NET LOSS ATTRIBUTABLE TO THE SHAREHOLDERS OF RESORT SAVERS, INC.
Basic and Diluted Loss per Common Share
Basic and Diluted Weighted Average Common Shares Outstanding
Management Discussion and Analysis
We have generated no revenues since inception and have incurred $2,606,649 in expenses through October 31, 2015.
Comments & Business Outlook
Item 1.01 Entry into a Material Definitive Agreement Item 2.01 Completion of Acquisition or Disposition of Assets
Acquisitions
Item 1.01 Entry into a Material Definitive Agreement Item 2.01 Completion of Acquisition or Disposition of Assets
Comments & Business Outlook
RESORT SAVERS, INC.
Condensed Consolidated Interim Statements of Operations
(Unaudited)
Three Months Ended
Six Months Ended
July 31,
July 31,
2015
2014
2015
2014
Revenue
$
-
$
-
$
-
$
-
Operating Expenses
General and administrative
5,650
30
7,150
75
Professional fees
22,093
8,247
50,766
21,842
Total Operating Expenses
27,743
8,277
57,916
21,917
Loss from Operations
(27,743
)
(8,277
)
(57,916
)
(21,917
)
Other expense
Equity loss on unconsolidated affiliate investment
-
-
(30,692
)
-
Total other expense, net
-
-
(30,692
)
-
Provision for income taxes
-
-
-
-
Net Loss
$
(27,743
)
$
(8,277
)
$
(88,608
)
$
(21,917
)
Basic and diluted net loss per common share
$
(0.00
)
$
(0.00
)
$
(0.00
)
$
(0.00
)
Basic and diluted weighted-average
number of common shares outstanding *
67,142,315
38,437,000
65,838,531
38,400,200
Management Discussion and Analysis
Revenues
The Company is in its development stage and did not generate any revenues during the three months ended July 31, 2015 and July 31, 2014.
Net loss
For the three months ended July 31, 2015, the Company had a net loss of $27,743, as compared to a net loss for the three months ended July 31, 2014 of $8,277.
Auditor trail
ITEM 4.01 CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT
Auditor trail
ITEM 4.01 CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT
RBSM's report dated April 30, 2015, on the financial statements of the Company as of and for the fiscal year ended January 31, 2015, contained a modification that such financial statements had been prepared assuming that the Company would continue as a going concern. Except as set forth in the previous sentence, RBSM's report on the financial statements of the Company as of and for the year ended January 31, 2015, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to audit scope, procedure or accounting principles.
Comments & Business Outlook
(Unaudited)
Three months ended
April 30,
2015
2014
Revenue
$
-
$
-
Operating Expenses
General and administrative
1,500
45
Professional fees
28,673
13,595
Total Operating Expenses
30,173
13,640
Loss from Operations
(30,173
)
(13,640
)
Other expense
Equity loss on unconsolidated affiliate investment
(30,692
)
-
Total other expense, net
(30,692
)
-
Provision for income taxes
-
-
Net Loss
$
(60,865
)
$
(13,640
)
Basic and diluted net loss per common share
$
(0.00
)
$
(0.00
)
Basic and diluted weighted-average number of common shares outstanding *
64,490,799
38,362,170
Management Discussion and Analysis
Revenues
The Company is in its development stage and did not generate any revenues during the three months ended April 30, 2015 and April 30, 2014.
For the three months ended April 30, 2015, the Company had a net loss of $60,865, as compared to a net loss for the three months ended April 30, 2014 of $13,640. For the period January 25, 2012 (inception) to April 30, 2015 the Company incurred a net loss of $152,516.
Notable Share Transactions
Item 1.01 Entry into a Material Definitive Agreement
Comments & Business Outlook
Years Ended January 31,
2015
2014
Revenue
$
-
$
-
Operating Expenses
General and administrative
131
2,128
Management fees
9,414
-
Professional fees
49,523
25,468
Total Operating Expenses
59,068
27,596
Loss from Operations
(59,068
)
(27,596
)
Provision for income taxes
-
-
Net Loss
$
(59,068
)
$
(27,596
)
Basic and diluted net loss per common share
$
(0.00
)
$
(0.00
)
Basic and diluted weighted-average number of common shares outstanding *
38,418,753
23,048,360
Management Discussion and Analysis
We have generated no revenues since inception (June 25, 2012) and have incurred $91,651 in expenses through January 31, 2015.
Auditor trail
ITEM 4.01 Changes In Registrant's Certifying Accountant
b.LICO did not perform an audit, and did not provide a report on the financial statements for the Company.
c.Our Board of Directors participated in and approved the decision to change independent accountants. Through the period from appointment on January 12, 2015, through resignation, there have been no disagreements with LICO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of LICO, would have caused them to make reference thereto in their report on the financial statements.
d.We have authorized LICO to respond fully to the inquiries of the successor accountant.
e.The Company provided a copy of the foregoing disclosures to LICO prior to the date of the filing of this Report and requested that LICO furnish a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the statements in this Report. A copy of such letter is filed as Exhibit 16.1 to this Form 8-K.
(2) New Independent Accountants:
Deal Flow
Item 3.02 Unregistered Sales of Equity Securities
Comments & Business Outlook
Item 8.01 other Events
Xing Rui seeks to acquire rights to sell and license certain oil storage tank cleaning equipment throughout Asia.
Auditor trail
ITEM 4.01 Changes In Registrant's Certifying Accountant
a. On January 12, 2015, the Company accepted the resignation of its registered independent public accountant, Messineo & Co., CPAs, LLC, of Clearwater, Florida (Messineo).
b. Messineo's report on the financial statements for the year ended April 30, 2014, contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting, except that the report contained an explanatory paragraph stating that there was substantial doubt about the Company's ability to continue as a going concern.
c. Our Board of Directors participated in and approved the decision to change independent accountants. Through the period covered by the financial review of financial statements of the quarterly period October 31, 2014, there have been no disagreements with Messineo on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Messineo, would have caused them to make reference thereto in their report on the financial statements. Through the interim period January 12, 2015 (the date of resignation of the former accountant), there have been no disagreements with Messineo on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Messineo would have caused them to make reference thereto in their report on the financial statements.
d. We have authorized Messineo to respond fully to the inquiries of the successor accountant.
e. The Company provided a copy of the foregoing disclosures to Messineo prior to the date of the filing of this Report and requested that Messineo furnish a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the statements in this Report. A copy of such letter is filed as Exhibit 16.1 to this Form 8-K.
(2) New Independent Accountants:
a. On January 12, 2015, the Company engaged Li and Company, PC ("LICO") of New Jersey, as its new registered independent public accountant. During the years ended April 30, 2014, and prior to January 12, 2015 (the date of the new engagement), the Company did not consult with LICO regarding (i) the application of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the Company's financial statements by LICO, in either case where written or oral advice provided by LICO would be an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issues or (iii) any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).
Comments & Business Outlook
RESORT SAVERS, INC.
Statements of Operations
(Unaudited)
Three Months Ended
Three Months Ended
Nine Months Ended
Nine Months Ended
October 31, 2014
October 31, 2013
October 31, 2014
October 31, 2013
Revenue
$
-
$
-
$
-
$
-
Operating Expenses
General and administrative
56
44
131
68
Management fees
9,414
-
9,414
-
Professional fees
8,304
4,246
30,146
11,644
Total Operating Expenses
17,774
4,290
39,691
11,712
Loss from Operations
(17,774
)
(4,290
)
(39,691
)
(11,712
)
Provision for income taxes
-
-
-
-
Net Loss
$
(17,774
)
$
(4,290
)
$
(39,691
)
$
(11,712
)
Basic and diluted net loss per common share
$
(0.00
)
$
(0.00
)
$
(0.00
)
$
(0.00
)
Basic and diluted weighted-average
number of common shares outstanding *
38,437,000
21,102,000
38,412,604
20,047,050
Management Discussion and Analysis
We have generated no revenues since inception and have incurred $39,691 in expenses through October 31, 2014 and $72,274 since inception (June 25, 2012) through October 31, 2014.
