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, 2016

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

Resort Savers, Inc.

(Exact name of registrant as specified in its charter)

Nevada	46-1993448
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

As of September 12, 2016, 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, 2016

TABLE OF CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION
Item 1.	Unaudited Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	26
Item 4.	Controls and Procedures.	26
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	27
Item 1A.	Risk Factors.	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	27
Item 3.	Defaults Upon Senior Securities.	27
Item 4.	Mine Safety Disclosures.	27
Item 5.	Other Information.	27
Item 6.	Exhibits.	28
SIGNATURES		29

2

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, 2016 Form 10-K filed with the Securities and Exchange Commission on May 13, 2016. 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, 2017.

RESORT SAVERS, INC.

Index to Unaudited Condensed Consolidated Financial Statements

July 31, 2016

	Page
Condensed Consolidated Interim Balance Sheets	4
Condensed Consolidated Interim Statements of Operations and Comprehensive Loss	5
Condensed Consolidated Interim Statements of Cash Flows	6
Notes to the Condensed Consolidated Interim Financial Statements	7

3

RESORT SAVERS, INC.

Condensed Consolidated Interim Balance Sheets

	July 31,			January 31,
	2016			2016
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	172,487		$	226,638
Accounts receivable		33,759,563			25,047,810
Other receivable		1,507			4,129
Prepaid expenses and deposits		23,156			1,678,461
Total Current Assets		33,956,713			26,957,038
Equipment, net		157,375			219,324
Investment		-			1,907,308
Goodwill		1,979,787			1,979,787
TOTAL ASSETS	$	36,093,875		$	31,063,457
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	26,321,134		$	5,688,536
Short-term loan		3,014,000			3,080,000
Deposits received		-			13,496,941
Due to related parties		293,866			241,894
Tax payable		-			11,163
Other payable		9,934			1,294
Total Current Liabilities		29,638,934			22,519,828
TOTAL LIABILITIES		29,638,934			22,519,828
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value; 15,000,000 shares authorized; 0 shares issued and outstanding		-			-
Common stock, $0.0001 par value; 1,000,000,000 shares authorized; 74,976,241 and 74,976,241 shares issued and outstanding, respectively		7,498			7,498
Contingently issuable common stock		120			120
Contingent liability on issuable common stock		687,000			687,000
Additional paid-in capital		7,416,376			7,320,287
Accumulated deficit		(4,811,399	)		(2,764,063	)
Accumulated other comprehensive income (loss)		(51,442	)		416
Total Resort Savers, Inc. stockholders' equity		3,248,153			5,251,258
Non-controlling interest		3,206,788			3,292,371
Total equity		6,454,941			8,543,629
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	36,093,875		$	31,063,457

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

4

RESORT SAVERS, INC.

Condensed Consolidated Interim Statements of Operations and Comprehensive Loss

(Unaudited)

	Three Months Ended						Six Months Ended
	July 31,						July 31,
	2016			2015			2016			2015
Revenue	$	25,112,429		$	-		$	47,111,789		$	-
Cost of goods sold		24,994,073			-			46,803,152			-
Gross Profit		118,356			-			308,637			-
Operating Expenses
General and administrative		168,298			5,650			342,317			7,150
Professional fees		21,902			22,093			57,554			50,766
Total Operating Expenses		190,200			27,743			399,871			57,916
Loss From Operations		(71,844	)		(27,743	)		(91,234	)		(57,916	)
Other Expenses
Impairment loss of investment		(1,907,308	)		-			(1,907,308	)		-
Other loss		(3,958	)		-			(3,958	)		-
Interest expense		(25,890	)		-			(78,054	)		-
Equity loss on unconsolidated affiliate investment		-			-			-			(30,692	)
Total Other Expenses		(1,937,156	)		-			(1,989,320	)		(30,692	)
Loss Before Income Taxes		(2,009,000	)		(27,743	)		(2,080,554	)		(88,608	)
Provision for income taxes		(1,060	)		-			(2,346	)		-
Net Loss		(2,010,060	)		(27,743	)		(2,082,900	)		(88,608	)
Net loss attributable to the non-controlling interest		19,856			-			35,564			-
Net Loss Attributable To The Shareholders Of Resort Savers, Inc.	$	(1,990,204	)	$	(27,743	)	$	(2,047,336	)	$	(88,608	)
Other Comprehensive Income (Loss)
Unrealized loss on available-for-sale investments net of tax benefit	$	-		$	-		$	-		$	(62,000	)
Foreign currency translation adjustments		(112,539	)		-			(101,877	)		-
Total Comprehensive Loss		(2,122,599	)		(27,743	)		(2,184,777	)		(150,608	)
Comprehensive loss attributable to the non-controlling interest		75,159			-			85,583			-
Total Comprehensive Loss Attributable To The Shareholders Of Resort Savers, Inc.	$	(2,047,440	)	$	(27,743	)	$	(2,099,194	)	$	(150,608	)
Basic and Diluted Loss per Common Share	$	(0.03	)	$	(0.00	)	$	(0.03	)	$	(0.00	)
Basic and Diluted Weighted Average Common Shares Outstanding		74,976,241			67,142,315			74,976,241			65,838,531

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

5

RESORT SAVERS, INC.

Condensed Consolidated Interim Statements of Cash Flows

(Unaudited)

	Six Months Ended
	July 31,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,082,900	)	$	(88,608	)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation		52,074			-
Equity loss on unconsolidated affiliate investment		-			30,692
Impairment of Investment		1,907,308			-
Changes in operating assets and liabilities:
Accounts receivable		(8,711,753	)		-
Other receivable		2,622			-
Prepaid expenses and deposits		1,655,305			-
Accounts payable		20,632,598			837
Deposits received		(13,496,941	)		-
Tax payable		(11,163	)		-
Other payable		8,640			-
Net cash used in operating activities		(44,210	)		(57,079	)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in Worx		-			(1,300,000	)
Net cash used in investing activities		-			(1,300,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Loans from related parties		51,972			58,148
Net cash provided by financing activities		51,972			58,148
Effects on changes in foreign exchange rate		(61,913	)		-
Net decrease in cash and cash equivalents		(54,151	)		(1,298,931	)
Cash and cash equivalents - beginning of period		226,638			1,300,000
Cash and cash equivalents - end of period	$	172,487		$	1,069
Supplemental Cash Flow Disclosures
Cash paid for interest	$	(78,054	)	$	-
Cash paid for income taxes	$	-		$	-
Non-Cash Investing and Financing Activity:
Investment in Worx - Borneo shares	$	-		$	350,000
Related party debt forgiven	$	96,089		$	54,235
Unrealized loss on available-for-sale securities	$	-		$	62,000

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

6

RESORT SAVERS, INC.

Notes to the Condensed Consolidated Interim Financial Statements

July 31, 2016

(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 13, 2016.

Principles of Consolidation

At July 31, 2016, the principal subsidiaries of the Company were listed as follows:

Entity Name	Acquisition Date	Ownership	Jurisdiction	Investments Held By	Nature of Operation	Fiscal Year
Xing Rui International Investment Holding Group Co., Ltd. ("Xing Rui")	December 22, 2014	100%	Seychelles	Resort Savers	Holding Company	January 31,
Xing Rui International Investment Group Ltd. ("Xin 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,
Shenzhen Amuli Industrial Development Company Limited ("Amuli")*	October 1, 2015	60%	the PRC	Huaxin	Beverage Producer	December 31
Beijing Yandong Tieshan Oil Products Co., Ltd. ("Tieshan Oil")*	January 29, 2016	51%	the PRC	Huaxin	Trading of oil products	December 31,

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

7

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:

· Monetary assets and liabilities at exchange rates in effect at the end of each period

· Nonmonetary assets and liabilities at historical rates

· Revenue and expense items at the average rate of exchange prevailing during the period

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:

· 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

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

	July 31,		January 31,
	2016		2016
Spot RMB: USD exchange rate	$	0.1507	$	0.1556
Average RMB: USD exchange rate	$	0.1515-0.1536	$	0.1514

8

Concentrations of Credit Risk

Cash includes cash at banks and demand deposits in accounts maintained with banks within the PRC. Total cash in these banks as of July 31, 2016 and January 31, 2016 amounted to $172,487 and $226,638, respectively, none of which is covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks to its cash in bank accounts.

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, 2016, one customer accounted for approximately 68% of revenues of Tieshan Oil. During the year ended January 31, 2016, one customer accounted for approximately 80% of revenues of Tieshan Oil.

As of July 31, 2016, two customers accounted for approximately 88% of accounts receivable. As of January 31, 2016, two customers accounted for approximately 90% of accounts receivable.  There was no significant changes of such concentrations of credit risk between January 1, 2016 and January 31, 2016.

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.

9

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.

Investments in Companies Accounted for Using the Equity or Cost Method

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

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

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, 2016, no impairment is considered to be required for goodwill. During the year ended January 31, 2016, $4,005,224 goodwill on Amuli was considered fully impaired and written off by the Company.

10

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, 2016 and the year ended January 31, 2016, the Company did not impair any long-lived assets except goodwill on Amuli mentioned above.

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.

Start-Up Costs

In accordance with ASC 720, "Start-up Costs", the Company expenses all costs incurred in connection with the start-up and organization of the Company.

Deferred Income Taxes and Valuation Allowance

The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as at July 31, 2016 and January 31, 2016.

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, 2016 and January 31, 2016.

11

Recent Accounting Pronouncements

In May 2014 and again in August 2015, the Financial Accounting Standards Board issued amended accounting guidance on revenue recognition that will be applied to all contracts with customers. The objective of the new guidance is to improve comparability of revenue recognition practices across entities and to provide more useful information to users of financial statements through improved disclosure requirements. This guidance is effective for annual and interim periods beginning in 2019. Early adoption is permitted, but only beginning in 2018. The Company is currently assessing the impact of adoption on its consolidated financial statements.

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 – CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $172,487 and $226,638 in cash and cash equivalents as at July 31, 2016 and January 31, 2016, respectively.

NOTE 5 – 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, 2016. No bad debts were written off for the six months ended July 31, 2016 and 2015. The Company’s accounts receivable consists of only trade receivables. As at July 31, 2016 and January 31, 2016, the Company had accounts receivable of $33,759,563 and $25,047,810, respectively.

12

Aging analysis of accounts receivable is as follows:

	July 31,		January 31,
	2016		2016
0 – 30 days	$	-	$	14,579,804
60-90 days		16,658,039		-
Over 1 year		17,101,524		10,468,006
	$	33,759,563	$	25,047,810

NOTE 6 – PREPAYMENTS

The prepayments of $23,156 and $1,678,461 as at July 31, 2016 and January 31, 2016, respectively, were made to the major suppliers of the Company to secure the supply of the raw materials of the oil segment.

NOTE 7 – EQUIPMENT

	July 31, 2016			January 31, 2016
Cost:
Machinery	$	227,115		$	227,115
Less: accumulated depreciation		(59,865	)		(7,791	)
Foreign currency translation effect		(9,875	)		-
Equipment	$	157,375		$	219,324

During the six-month period ended July 31, 2016 and 2015, the Company recorded depreciation of $52,074 and $0, respectively.

NOTE 8 – INVESTMENT

On December 30, 2014, a stock purchase agreement was concluded between Worx America, Inc.("Worx"), and Xing Rui, giving RSSV 20% common equity interest in Worx, a Houston, TX based Research and Development Company. The acquisition was closed on March 20, 2015.

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

 

13

During the six-month period ended July 31, 2016, the Company did not receive any investment income from Worx. 

On June 6, 2016, Worx sold all of its assets (“Asset Sale”), including, but not limited to, its technologies and intellectual property, to Bay WorxRail, LLC (“Bay WorxRail”) for $1,000,000 (“Purchase Price”), subject to a holdback of $250,000 of the Purchase Price, pursuant to the terms set forth in that certain Asset Purchase Agreement, dated June 6, 2016, among Worx, Bay WorxRail, and Michael Zilai, as majority stockholder of Worx. [C1] The Company reviewed Worx's financial condition at July 31, 2016 and concluded that as a result of the Asset Sale there is a 100% impairment loss related to the Company’s investment in Worx, and recorded an impairment loss of $1,907,308, for the period ended July 31, 2016. As at July 31, 2016 and January 31, 2016, the Company’s carrying value of its Worx investment was $0 and $1,907,308, respectively.

NOTE 9 – 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. The Company did not recognize any goodwill impairment during the six-month period ended July 31, 2016 and 2015.

NOTE 10 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

At July 31, 2016, the Company had trade payables of $26,321,134. At January 31, 2016, the Company had trade payables of $5,629,306, and $59,230 payable to third-party service providers.

NOTE 11 – 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.

The Industrial and Commercial Bank of China is the lender of the loan. The interest rate is the interbank offered rate announced by the PRC authority on the business day just before the release of the loan, plus 51 basis point, which is 5.06% per annum. The term of borrowing is 1 year, which was renewed as at December 31, 2015. The amount is denominated in Renminbi of RMB 20,000,000. The loan is secured by the personal guarantee of one of the shareholders and of his wife in an unlimited amount.

25% of the principal of the loan is to be repaid in the eleventh month of the term. The remaining is to be repaid on the maturity of the loan. The loan agreement contains provisions requiring payment of default interest in the event of default, and without specific financial covenants. Management of the Company believes the Company is in material compliance with the terms of the loan agreement.

During the six-month period ended July 31, 2016 and 2015, the Company incurred interest of $78,054 and $0, respectively. On July 31, 2016 and January 31, 2016, the Company had a short-term loan balance of $3,014,000 and $3,080,000, respectively. The difference was a result of change of exchange rate.

NOTE 12 – DEPOSITS RECEIVED

At July 31, 2016 and January 31, 2016, the deposits received from customers, who were unrelated to the Company, was $0 and $13,496,941 respectively.

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NOTE 13 – 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 shares. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

During the year ended January 31, 2016, the Company issued the following shares:

· 20,955 common shares to an unaffiliated investor for cash subscription paid before January 31, 2015

· 5,000,000 common shares to an unaffiliated investor in exchange of 1,000,000 common shares of BRI

· 3,033,926 common shares to a shareholder in Amuli, for the shareholder’s 60% interest in Amuli.

· 4,800,000 common shares to Mr. Yang Boajin, a shareholder in Tieshan Oil, for his 51% interest in Tieshan Oil.

During the six-month period ended July 31, 2016, no shares were issued by the Company.

As at July 31, 2016 and January 31, 2016, the Company had 74,976,241 common shares issued and outstanding.

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

Contingently Issuable Common Stock

On January 29, 2016, the Company entered into an exchange agreement with Mr. Yang Baojin (the “Agreement”), a citizen of the PRC, and Huaxin. Mr. Baojin is the president and majority owner of Tieshan Oil. The exchange was closed on January 29, 2016.

Pursuant to the Agreement, the Company issued 6,000,000 shares of its common stock, par value $0.0001, to Mr. Baojin, and Mr. Baojin delivered to Huaxin an ownership interest in Tieshan Oil such that Huaxin owns 51% of all ownership interests in Tieshan Oil, 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. Accordingly, the Company excludes these shares from the calculation of common stock outstanding.

 

15

Additional Paid-In Capital

During the year ended January 31, 2016, related parties contributed additional paid-in capital in the amount of $95,669, to fund operating expenses.

During the six-month period ended July 31, 2016, related parties contributed additional paid-in capital in the amount of $96,089, to fund operating expenses.

NOTE 14 – RELATED PARTY TRANSACTIONS

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.

During the six-month period ended July 31, 2016, related parties, who are shareholders of the Company, forgave debt, in the amount of $96,089 for payments made on behalf of the Company for operating expenses. The amount has been recognized as a contribution to capital.

During the six-month period ended July 31, 2016, the Company received $51,972 advances from various directors. At July 31, 2016, the Company owed $12,695 to a director of the Company, $5,203 to a director of Xin Rui HK, $8,966 to directors of Huaxin, and $267,002 to directors of Amuli, for vendor payments made by those directors.

At January 31, 2016, the Company owed $12,773 to a director of Xin Rui HK, $12,695 to a director of the Company, $198,258 to a director of Amuli, and $18,168 to a relative of a director of Xin Rui HK for vendor payments made by those directors.

The Company does not have employment contracts with its key employees, including the controlling shareholders who are officers of the Company.

The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

NOTE 15 – COMMITMENTS AND CONTINGENCIES

The Company has no commitments or contingencies as of July 31, 2016 and January 31, 2016.

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.

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NOTE 16 – SEGMENTED INFORMATION

At July 31, 2016 and January 31, 2016, 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, 2016 and January 31, 2016 were as follows:

July 31, 2016	Holding Company		Health beverage			Oil and gas		Total Consolidated
Assets
Current assets	$	14,167	$	19,109		$	33,923,437	$	33,956,713
Non-current assets		1,979,787		133,300			24,075		2,137,162
Liabilities
Current liabilities		56,552		277,448			29,304,934		29,638,934
Long term liabilities		-		-			-		-
Net assets (liabilities)	$	1,937,402	$	(125,039	)	$	4,642,578	$	6,454,941

January 31, 2016	Holding Company		Health beverage			Oil and gas		Total Consolidated
Assets
Current assets	$	11,680	$	1,442		$	26,943,916	$	26,957,038
Non-current assets		3,887,095		189,029			30,295		4,106,419
Liabilities
Current liabilities		85,621		215,503			22,218,704		22,519,828
Long term liabilities				-			-		-
Net assets (liabilities)	$	3,813,154	$	(25,032	)	$	4,755,507	$	8,543,629

Segment revenue and net loss for six months ended July 31, 2016 and July 31, 2015 were as follows:

Six Months Ended July 31, 2016	Holding Company			Health beverage			Oil and gas			Total Consolidated
Revenue	$	2,728		$	-		$	47,109,061		$	47,111,789
Cost of goods sold		-			-			(46,803,152	)		(46,803,152	)
Operating expenses		(67,262	)		(101,052	)		(231,557	)		(399,871	)
Other expenses		(1,907,309	)		(51	)		(81,960	)		(1,989,320	)
Provision for income taxes		-			-			(2,346	)		(2,346	)
Net loss	$	(1,971,843	)	$	(101,103	)	$	(9,954	)	$	(2,082,900	)

 

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Six Months Ended July 31, 2015	Holding Company			Health beverage		Oil and gas		Total Consolidated
Revenue	$	-		$	-	$	-	$	-
Cost of goods sold		-			-		-		-
Operating expenses		(57,916	)		-		-		(57,916	)
Other expenses		(30,692	)		-		-		(30,692	)
Provision for income taxes		-			-		-		-
Net loss	$	(88,608	)	$	-	$	-	$	(88,608	)

Segment revenue and net loss for three months ended July 31, 2016 and July 31, 2015 were as follows:

Three Months Ended July 31, 2016	Holding Company			Health beverage			Oil and gas			Total Consolidated
Revenue	$	2,728		$	-		$	25,109,701		$	25,112,429
Cost of goods sold		-			-			(24,994,073	)		(24,994,073	)
Operating expenses		(19,195	)		(69,796	)		(101,209	)		(190,200	)
Other expenses		(1,907,309	)		(19	)		(29,828	)		(1,937,156	)
Provision for income taxes		-			-			(1,060	)		(1,060	)
Net loss	$	(1,923,776	)	$	(69,815	)	$	(16,469	)	$	(2,010,060	)

Three Months Ended July 31, 2015	Holding Company			Health beverage		Oil and gas		Total Consolidated
Revenue	$	-		$	-	$	-	$	-
Cost of goods sold		-			-		-		-
Operating expenses		(27,743	)		-		-		(27,743	)
Other expense		-			-		-		-
Provision for income taxes		-			-		-		-
Net loss	$	(27,743	)	$	-	$	-	$	(27,743	)

NOTE 17 – 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.

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

Forward-Looking Statements

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

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

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

Corporate Overview

Resort Savers, Inc. (the “Company” or “Resort Savers” or “RSSV”) was incorporated in the State of Nevada on June 25, 2012.  The Company was authorized to issue 1,000,000,000 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.

During the year ended January 31, 2016, the Company issued the following shares:

· 20,955 common shares to an unaffiliated investor for cash subscription paid before January 31, 2015

· 5,000,000 common shares to an unaffiliated investor in exchange of 1,000,000 common shares of BRI

· 3,033,926 common shares to a shareholder in Amuli, for the shareholder’s 60% interest in Amuli.

· 4,800,000 common shares to Mr. Yang Boajin, a shareholder in Tieshan Oil, for his 51% interest in Tieshan Oil.

Worx America, Inc.

From January 2015 through March 2015, the Company, by and through its wholly owned subsidiary, Xing Rui International Investment Holding Group Co., Ltd., a Seychelles corporation (“Xing Rui”), acquired 20,068,750 common shares of Worx America, Inc. (“Worx”), a private company based in Houston, Texas, in exchange for $1,650,000 cash and 1,000,000 shares of common stock of BRI with a value of $350,000 were paid by the Company to Worx in exchange of 20,068,750 common shares of Worx, representing 20% of Worx's the then issued and outstanding voting common stock on a fully converted and diluted basis.  More specifically, (i) on January 28, 2015, $350,000 cash was paid by the Company to Worx in exchange of 5,403,728 common shares of Worx and (ii) on March 20, 2015, $1,300,000 cash and 1,000,000 shares of common stock of BRI with a value of $350,000 were paid by the Company to Worx in exchange of 14,665,022 common shares of Worx. This investment was accounted for under equity method with initial cost of $2,000,000.

 

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Prior to June 6, 2016, Worx designed automated solutions for industrial, environmental and energy industries to improve efficiency and systems output.  The Worx automated robotic tank cleaning system reduced tank cleaning time, reduced or eliminated the need for personnel to enter tanks, and attempted to reduce the volume of solvents used to clean a tank. Actual results varied from tank to tank and involved variables including the product in the tank, physical condition of the tank such as corrosion, or amount of sludge accumulated. Prior to June 6, 2016, Worx was refining its product line to improve speed and efficiency.  Our investment in Worx had facilitated such development. We had hoped that our investment into what we believed was an important technology would 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. However, on June 6, 2016, Worx sold all of its assets (“Asset Sale”), including, but not limited to, its technologies and intellectual property, to Bay WorxRail, LLC (“Bay WorxRail”) for $1,000,000 (“Purchase Price”), subject to a holdback of $250,000 of the Purchase Price, pursuant to the terms set forth in that certain Asset Purchase Agreement, dated June 6, 2016, among Worx, Bay WorxRail, and Michael Zilai, as majority stockholder of Worx. The Asset Sale by Worx resulted in the full impairment of our investment in Worx at the end of our second fiscal quarter of 2016.

Shenzhen Amuli Industrial Development Co. Ltd.

On October 1, 2015, the Company’s wholly-owned subsidiary, Xing Rui, by and through a newly formed People’s Republic of China (the “PRC”) corporation subsidiary Huaxin Changrong (Shenzhen) Technology Service Company Limited (“Huaxin”), completed a purchase from Xu Xiao Yun of sixty percent (60%) of the shares of Shenzhen Amuli Industrial Development Co. Ltd., a PRC corporation (“Amuli”), for 3,033,926 shares of the Company’s common stock.  The purchase price was valued $2,400,000.

Apart from the transactions described above, neither the Company nor any of its subsidiaries has a material relationship with either Mr. Xu Xiao Yun or Amuli.

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, whereas Xing Rui itself 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 PRC (“BYTOC”).

The Exchange Agreement provides that the Company will issue 6,000,000 shares of its common stock 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 Exchange Agreement (the “Exchange”).  Therefore, pursuant to the terms of the Exchange Agreement, on January 29, 2016, the Company issued 4,800,000 shares of its common stock to Mr. Baojin.

 

20

BYTOC 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 any of its subsidiaries has a material relationship with either Mr. Baojin or BYTOC.

Under the Exchange Agreement, Mr. Baojin guarantees, for five years, that BYTOC 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 BYTOC 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 BYTOC.  Pursuant to the Exchange 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, was $3,435,000.

Kashi Jinju Colour Printing Packaging Co. LTD.

On May 12, 2015, the Company, by and through its wholly-owned subsidiary, Xing Rui signed a definitive Letter of Intent with the stockholders of Kashi Jinju Colour Printing Packaging Co. LTD., a PRC corporation ("Kashi Jinju") which manufactures cardboard boxes. The stockholders of Kashi Jinju and the Company intend to enter into a share exchange, wherein the stockholders of Kashi Jinju will exchange 80% of the issued and outstanding shares of stock of Kashi Jinju for 32,000,000 shares of the Company’s common stock.  As of July 31, 2016, the Company and Kashi Jinju are still working towards satisfying conditions of the Letter of Intent, including regulatory approvals and licensing in the PRC, which are required to close the transaction.

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

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

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements for the period ended July 31, 2016, together with notes thereto, which are included in this report.

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Results of Operations

During the three-month period ended July 31, 2016, the Company generated revenues of $25,112,429 with $24,994,073 cost of goods sold, incurred operating expenses of $190,200 and other expenses of $1,937,156, and had a net loss of $2,010,060. During the six-month period ended July 31, 2016, the Company generated revenues of $47,111,789 with $46,803,152 cost of goods sold, incurred operating expenses of $399,871 and other expenses of $1,989,320, and had a net loss of $2,082,900.

The following table provides selected financial data about our company for the period ended July 31, 2016 and the year ended January 31, 2016.

Balance Sheet Data	July 31,		January 31,
	2016		2016
Cash	$	172,487	$	226,638
Total Assets	$	36,093,875	$	31,063,457
Total Liabilities	$	29,638,934	$	22,519,828
Stockholders’ Equity	$	6,454,941	$	8,543,629

For the three months ended July 31, 2016 and July 31, 2015

The following summary of our results of operations, for the three-months ended July 31, 2016 and 2015.

	Three Months Ended
	July 31,
	2016			2015
REVENUE	$	25,112,429		$	-
COST OF GOODS SOLD		24,994,073			-
GROSS PROFIT		118,356			-
OPERATING EXPENSES
General and administrative		168,298			5,650
Professional fees		21,902			22,093
Total Operating Expenses		190,200			27,743
LOSS FROM OPERATIONS		(71,844	)		(27,743	)
OTHER EXPENSE
Impairment loss of investment		1,907,308			-
Interest expenses		25,890			-
Other loss		3,958			-
Total Other Expenses		1,937,156			-
LOSS BEFORE INCOME TAXES		(2,009,000	)		(27,743	)
Provision for income taxes		(1,060	)		-
NET LOSS	$	(2,010,060	)	$	(27,743	)

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The following summary of comprehensive loss, for the three-months ended July 31, 2016 and 2015.

	Three months ended
	July 31,
	2016			2015
Net loss	$	(2,010,060	)	$	(27,743	)
Other comprehensive loss net of tax:
Foreign currency translation adjustments		(112,539	)		-
Total comprehensive loss	$	(2,122,599	)	$	(27,743	)

Revenues

The Company generated revenues of $25,112,429 and $0 during the three months ended July 31, 2016 and July 31, 2015, respectively.

Operating expenses

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

Interest expense

During the three months ended July 31, 2016 and 2015, the Company recognized interest expense of $25,890 and $0, respectively.

Loss on investment

During the three months ended July 31, 2016 and 2015, the Company recognized an impairment loss on investment of $1,907,308 and $0, respectively. The Company lost significant influence on Worx on May 1, 2015. As a result, the equity method was suspended and the cost method was applied since then. 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, 2016, the Company had a net loss of $2,010,060, as compared to a net loss for the three months ended July 31, 2015 of $27,743.

Comprehensive income loss

For the three months ended July 31, 2016, the Company had other comprehensive loss of $112,539 as foreign currency translation adjustment. For the three months ended July 31, 2015, the Company had no other comprehensive income (loss).

For the six months ended July 31, 2016 and July 31, 2015

The following summary of our results of operations, for the six-months ended July 31, 2016 and 2015.

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	Six Months Ended
	July 31,
	2016			2015
REVENUE	$	47,111,789		$	-
COST OF GOODS SOLD		46,803,152			-
GROSS PROFIT		308,637			-
OPERATING EXPENSES
General and administrative		342,317			7,150
Professional fees		57,554			50,766
Total Operating Expenses		399,871			57,916
LOSS FROM OPERATIONS		(91,234	)		(57,916	)
OTHER EXPENSE
Impairment loss of investment		1,907,308			-
Interest expenses		78,054			-
Other loss		3,958			-
Equity loss on unconsolidated affiliate investment		-			30,692
Total Other Expenses		1,989,320			30,692
LOSS BEFORE INCOME TAXES		(2,080,554	)		(88,608	)
Provision for income taxes		(2,346	)		-
NET LOSS	$	(2,082,900	)	$	(88,608	)

The following summary of comprehensive loss, for the six-months ended July 31, 2016 and 2015.

	Six months ended
	July 31,
	2016			2015
Net loss	$	(2,082,900	)	$	(88,608	)
Other comprehensive loss net of tax:
Unrealized loss on available-for-sale investments net of tax benefit		-			(62,000	)
Foreign currency translation adjustments		(101,877	)		-
Total comprehensive loss	$	(2,184,777	)	$	(150,608	)

Revenues

The Company generated revenues of $47,111,789 and $0 during the six months ended July 31, 2016 and July 31, 2015, respectively.

Operating expenses

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. For the six months ended July 31, 2015, total operating expenses were $57,916, which included professional fees in the amount of $50,766 and general and administrative expenses of $7,150. The increase in professional fees, management fees and general and administrative expenses were primary related to the Company's ongoing regulatory requirements and increased operations from business acquisitions in the current fiscal year.

Interest expense

During the six months ended July 31, 2016 and 2015, the Company recognized interest expense of $78,054 and $0, respectively.

Loss on investment

During the six months ended July 31, 2016, the Company recognized an impairment loss on investment of $1,907,308. During the quarter ended July 31, 2016, the Company determined the investment in Worx did not have value and completely wrote down the investment.   During the six months ended July 31, 2015, the Company recognized $30,692 loss from its investment in Worx based on its proportionate share of Worx’s net loss during March 20, 2015 to April 30, 2015. Investment loss from May 1, 2015 to July 31, 2015 was not recognized since on May 1, 2015, the Company lost significant influence on Worx and equity method was suspended and the cost method was applied.

 

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Net loss

For the six months ended July 31, 2016, the Company had a net loss of $2,082,900, as compared to a net loss for the six months ended July 31, 2015 of $88,608.

Comprehensive loss

For the six months ended July 31, 2016, the Company had other comprehensive loss of $101,877 as foreign currency translation adjustment. For the six months ended July 31, 2015, the Company also had a proportionate unrealized loss from Worx’s investment held for sale of $62,000, as indicated in the statement of other comprehensive income.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us on which to base an evaluation of our performance since we were formed in June 2012.  We have only began to generate revenues since the beginning of this fiscal year 2016.  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.

Liquidity and Capital Resources

Working Capital

	As of		As of
	July 31,		January 31,
	2016		2016
Current Assets	$	33,956,713	$	26,957,038
Current Liabilities	$	29,638,934	$	22,519,828
Working Capital	$	4,317,779	$	4,437,210

Cash Flows

	Six months ended
	July 31,
	2016			2015
Cash Flows used in Operating Activities	$	(44,210	)	$	(57,079	)
Cash Flows used in Investing Activities	$	-		$	(1,300,000	)
Cash Flows from Financing Activities	$	51,972		$	58,148
Effects on changes in foreign exchange rate	$	(61,913	)		-
Net Decrease in Cash During Period	$	(54,151	)	$	(1,298,931	)

As at July 31, 2016, the Company's cash balance was $172,487 compared to $226,638 as at January 31, 2016. The decrease in cash was primarily due to operating losses associated with the business operations of BYOTC during the six months ended July 31, 2016.

 

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As at July 31, 2016, the Company had current assets of $33,956,713 compared with current assets of $26,957,038 as at January 31, 2016 and as at July 31, 2016, the Company had current liabilities of $29,638,934 compared with current liabilities of $22,519,828 as at January 31, 2016.

As at July 31, 2016, our company had a working capital of $4,317,779 compared with working capital of $4,437,210 as at January 31, 2016. The decrease in working capital was primarily attributed to the increase in accounts receivable of $8,711,753 and increase in accounts payable and accrued liabilities of $20,632,598 and the decrease in prepaid expense and deposits of $1,655,305 and decrease deposits received of $13,496,941.

Cash Flow from Operating Activities

During the six months ended July 31, 2016, our company used $44,210 in cash from operating activities compared to cash used by operating activities of $57,079 during the six months ended July 31, 2015.

Cash Flow from Investing Activities

During the six months ended July 31, 2016, our company used $0 cash for investing activities compared to $1,300,000 cash used for investment of Worx during the six months ended July 31, 2015.

Cash Flow from Financing Activities

During the six months ended July 31, 2016, our company received $51,972 loans from related parties compared to $58,148 forgiven loan from related parties that the company received during the six months ended July 31, 2015.

Off-Balance Sheet Arrangements

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4.  Controls and Procedures.

Management's Report on Disclosure Controls and Procedures

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

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

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended July 31, 2016, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

 

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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.

During the quarter ended July 31, 2016, we did not issue any unregistered shares of common stock.

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 of Exhibit
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer and Principal Financial Officer
101*	Interactive Data File (Form 10-Q for the period ended July 31, 2016 furnished in XBRL).
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

	RESORT SAVERS, INC.
	(Registrant)
Dated: September 14, 2016	/s/ Zhou Gui Bin
	Zhou Gui Bin
	President, Chief Executive Officer and Director
	(Principal Executive Officer)
Dated: September 14, 2016	/s/ Zhou Wei
	Zhou Wei
	Chie Financial Officer, Secretary, Treasurer and Director
	(Principal Financial and Accounting Officer)

 

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