Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended September 30, 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. ☒ 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). ☒ 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	☒	Smaller reporting company	☒
		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 ☒ NO

As of November 17, 2020, there were 120,669,368 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	10

Item 4.	Controls and Procedures	10

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	11

Item 1A.	Risk Factors	11

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	11

Item 3.	Defaults Upon Senior Securities	11

Item 4.	Mine Safety Disclosures	11

Item 5.	Other Information	11

Item 6.	Exhibits	12

SIGNATURES		13

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

INDEX TO THE UNAUDITED INTERIM FINANCIAL STATEMENTS

NINE-MONTHS ENDED SEPTEMBER 30, 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-6

Notes to the Consolidated Financial Statements		F-7

F-1

Table of Contents

RESORT SAVERS, INC.

Consolidated Balance Sheets

(Unaudited)

	September 30,			December 31,
	2020			2019
ASSETS
Current Assets
Cash and cash equivalents	$	625,912		$	277,629
Accounts receivable, net		5,787,055			548,281
Inventory		7,302,093			7,225,155
Other current assets		945,983			883,562
Total Current Assets		14,661,043			8,934,627

Property and equipment, net		542,164			466,316
Goodwill		3,199,594			3,199,594
TOTAL ASSETS	$	18,402,801		$	12,600,537

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	6,612,542		$	1,461,971
Accrued liabilities and other payables		135,291			85,834
Convertible notes, net of unamortized discounts		143,597			19,864
Loan payable		8,427			-
Due to related parties		480,074			253,581
Derivative liabilities		3,254,591			356,395
Tax payable		25,334			163,532
Total Current Liabilities		10,659,856			2,341,177

Convertible notes non-current, net of unamortized discounts		181,352			155,570
Loan payable - non-current		40,916			-
Deferred tax liabilities		17,754			18,035
TOTAL LIABILITIES		10,899,878			2,514,782

COMMITMENTS AND CONTINGENCIES		-			-

SHAREHOLDERS’ EQUITY
Preferred stock, $0.0001 par value; 15,000,000 shares authorized; no shares issued and outstanding		-			-
Series A Preferred stock, $0.0001 par value; 1,500,000 shares designated; 1,500,000 and 0 shares issued and outstanding, respectively		150			-
Common stock, $0.0001 par value; 1,000,000,000 shares authorized; 113,669,368 and 5,209,881 shares issued and outstanding, respectively		11,367			521
Additional paid-in capital		41,602,090			8,936,263
Subscription receivable		(24,522,000	)		-
Retained earnings (deficit)		(9,220,731	)		1,654,947
Accumulated other comprehensive loss		(367,953	)		(505,976	)
Total shareholders’ equity		7,502,923			10,085,755
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	18,402,801		$	12,600,537

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

F-2

Table of Contents

RESORT SAVERS, INC.

Consolidated Statements of Operations and Other Comprehensive Income (Loss)

(Unaudited)

	Three months ended						Nine Months Ended
	September 30,						September 30,
	2020			2019			2020			2019

Revenue	$	4,795,868		$	3,210,091		$	10,161,415		$	26,081,034
Cost of goods sold		4,756,075			2,841,255			9,982,701			24,819,401
Gross Profit		39,793			368,836			178,714			1,261,633

Operating Expenses
General and administrative		124,677			172,575			2,398,702			523,656
Professional fees		176,325			16,982			741,132			71,897
Total Operating Expenses		301,002			189,557			3,139,834			595,553

Income (Loss) from Operations		(261,209	)		179,279			(2,961,120	)		666,080

Other Income (Expense)
Other income		-			(80	)		64,799			7,431
Interest expense		(248,275	)		-			(534,752	)		(28,863	)
Change in fair value of derivative liabilities		(2,465,215	)		-			(5,424,691	)		-
Total Other Expense		(2,713,490	)		(80	)		(5,894,644	)		(21,432	)

Income (Loss) Before Income Taxes		(2,974,699	)		179,199			(8,855,764	)		644,648
Provision for income taxes		(4,007	)		(53,895	)		(20,541	)		(251,616	)
Net Income (Loss)	$	(2,978,706	)	$	125,304		$	(8,876,305	)	$	393,032

Dividend on Series A Preferred Stock		-			-			(1,999,373	)		-
Net income (loss) attributable to common stockholders	$	(2,978,706	)	$	125,304		$	(10,875,678	)	$	393,032

Other Comprehensive Income (Loss)
Foreign currency translation adjustments		283,170			(248,364	)		138,023			(246,670	)
Total Comprehensive Income (Loss)	$	(2,695,536	)	$	(123,060	)	$	(10,737,655	)	$	146,362

Basic Income (Loss) per Common Share	$	(0.03	)	$	0.02		$	(0.12	)	$	0.08
Diluted Income (Loss) per Common Share	$	(0.03	)	$	0.02		$	(0.12	)	$	0.08

Basic Weighted Average Common Shares Outstanding		98,384,395			5,209,881			87,872,217			5,209,881
Diluted Weighted Average Common Shares Outstanding		98,384,395			5,209,762			87,872,217			5,209,762

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

F-3

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RESORT SAVERS, INC.

Consolidated Statements of Shareholders’ Equity

(Unaudited)

For the Three and Nine months ended September 30, 2020

																		Accumulated
	Series A Preferred Stock				Common Stock				Additional						Retained			Other			Total
	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital			Subscription receivable			Earnings (Deficit)			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

Common stock issued for acquisition of Wandi		-		-		60,000,000		6,000		24,516,000			(24,522,000	)		-			-			-
Common stock issued for conversion of debt		-		-		1,291,868		129		125,473			-			-			-			125,602
Common stock issued for services		-		-		9,350,000		935		222,510			-			-			-			223,445
Common and preferred stock issued for services - related party		1,500,000		150		4,500,000		450		2,058,754			-			-			-			2,059,354
Common stock issued for Settlement of debt		-		-		2,206,619		221		110,110			-			-			-			110,331
Resolution of derivative liabilities										268,920			-			-			-			268,920
Beneficial conversion feature		-		-		-		-		1,999,373			-			-			-			1,999,373
Deemed dividend on amortization of beneficial conversion feature on Series A Preferred shares		-		-		-		-					-			(1,999,373	)		-			(1,999,373	)
Net loss		-		-		-		-		-			-			(5,579,349	)		-			(5,579,349	)
Other comprehensive income		-		-		-		-		-			-			-			25,661			25,661

Balance - June 30, 2020		1,500,000	$	150		82,558,368	$	8,256	$	38,237,403		$	(24,522,000	)	$	(6,242,025	)	$	(651,123	)	$	6,830,661

Common stock issued for conversion of debt		-		-		24,511,000		2,451		270,492			-			-			-			272,943
Common stock issued for exercised cashless warrant		-		-		6,500,000		650		(650	)		-			-			-			-
Common stock issued for services		-		-		100,000		10		10,270			-			-			-			10,280
Resolution of derivative liabilities		-		-		-		-		3,084,575			-			-			-			3,084,575
Net loss		-		-		-		-		-			-			(2,978,706	)		-			(2,978,706	)
Other comprehensive income		-		-		-		-		-			-			-			283,170			283,170

Balance - September 30, 2020		1,500,000	$	150		113,669,368	$	11,367	$	41,602,090		$	(24,522,000	)	$	(9,220,731	)	$	(367,953	)	$	7,502,923

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

F-4

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RESORT SAVERS, INC.

Consolidated Statements of Shareholders’ Equity

(Unaudited)

For the Three and Nine Months Ended September 30, 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

Net loss		-		-		-		(3,761	)		-			(3,761	)
Other comprehensive loss		-		-		-		-			(146,305	)		(146,305	)

Balance - June 30, 2019		5,209,881	$	521	$	8,936,263	$	1,259,253		$	(441,104	)	$	9,754,933

Net income		-		-		-		125,304			-			125,304
Other comprehensive loss		-		-		-		-			(248,364	)		(248,364	)

Balance - September 30, 2019		5,209,881	$	521	$	8,936,263	$	1,384,557		$	(689,468	)	$	9,631,873

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

F-5

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RESORT SAVERS, INC.

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended
	September 30,
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(8,876,305	)	$	393,032
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation		77,409			68,478
Write-off of debt		(64,788	)		-
Stock based compensation		2,293,078			-
Amortization of debt discount		470,444			-
Change in fair value of derivative liabilities		5,424,691			-
Penalty interest		15,000			-
Changes in operating assets and liabilities:
Amount due from related parties		-			(783,307	)
Accounts receivable		(5,075,970	)		27,531,224
Inventories		11,222			(2,834,744	)
Other current assets		(40,501	)		(411,027	)
Accounts payable		5,182,905			(24,553,831	)
Deferred revenue		-			(1,258	)
Amount due to related parties		32,844			(190	)
Tax payable		(137,217	)		311,957
Accrued liabilities and other payable		86,868			13,064
Net cash used in operating activities		(600,320	)		(266,602	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(158,995	)		(614	)
Net cash used in investing activities		(158,995	)		(614	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term loan		49,609			-
Repayment of loan		(1,181	)		-
Proceeds from convertible notes		852,000			-
Loans from related parties		288,493			73,975
Repayments of loans from related parties		(83,078	)		(11,602	)
Net cash provided by financing activities		1,105,843			62,373

Effects on changes in foreign exchange rate		1,757			3,587

Net change in cash and cash equivalents		348,285			(201,256	)
Cash and cash equivalents - beginning of period		277,627			257,391
Cash and cash equivalents - end of period	$	625,912		$	56,135

Supplemental Cash Flow Disclosures
Cash paid for interest	$	204		$	-
Cash paid for income taxes	$	150,327		$	382,402

Non-Cash Investing and Financing Activity:
Common stock issued for settlement of debt - related party	$	110,331		$	-
Common stock issued for conversion of debt	$	3,358,283		$	-
Common stock issued for exercised cashless warrant	$	650		$	-
Beneficial conversion feature	$	1,999,373		$	-
Derivative liability recognized as debt discount	$	827,000		$	-

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

F-6

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RESORT SAVERS, INC.

Notes to the Consolidated Financial Statements

September 30, 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 September 30, 2020 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended September 30, 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 September 30, 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

the PRC

Huaxin

Trading of oil products

December 31

May 16,

2018

RSSV

__________

*	The English names used are translated only.

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

F-7

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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 nine months ended September 30, 2020, one customer accounted for 99% of a total revenue.

During the nine months ended September 30, 2020, one vendor accounted for 87% of a total purchase.

As of September 30, 2020 and December 31, 2019, one customer accounted for approximately 99% and 99% of accounts receivable, one vendor accounted for approximately 80% and one vendor accounted for approximately 0% of accounts payable, respectively.

Admall

As of September 30, 2020 and December 31, 2019, one vendor accounted for approximately 19% and 91% of accounts payable, respectively.

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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.

For the nine months ended September 30, 2020 and 2019, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

	September 30,		September 30,
	2020		2019
Convertible notes		37,762,822		-
Warrant		39,729,153		-
Series A Preferred Stock		150,000,000		-
		227,491,975

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.

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COVID-19

A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its managers and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at September 30, 2020. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to obtain financing to fund the operation and to develop its business plan.

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 September 30, 2020 and December 31, 2019. As at September 30, 2020 and December 31, 2019, the Company had accounts receivable of $5,787,055 and $548,281, respectively.

NOTE 5 – INVENTORIES

Inventories at September 30, 2020 and December 31, 2019 consist of the following:

	September 30,		December 31,
	2020		2019

Finished goods	$	7,302,093	$	7,225,155

NOTE 6 – PROPERTY AND EQUIPMENT

Property and equipment at September 30, 2020 and December 31, 2019 consist of the following:

	September 30,			December 31,
	2020			2019
Cost:
Computer and software	$	93,632		$	77,995
Furniture and fittings		7,868			4,369
Motor Vehicles		61,341			-
Renovation		79,234			-
Office equipment		6,783			5,863
Plant and machinery		770,692			780,904
		1,019,550			869,131
Less: accumulated depreciation		(477,386	)		(402,815	)
Property and equipment, net	$	542,164		$	466,316

During the nine months ended September 30, 2020 and 2019, the Company recorded depreciation of $77,409 and $68,478, respectively.

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NOTE 7–ACCRUED LIABILITIES AND OTHER PAYABLE

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

	September 30,		December 31,
	2020		2019
Accrued salary	$	27,778	$	18,761
Accrued interest		17,071		5,579
Deposit received		10,615		10,759
Other payables		79,827		50,735
	$	135,291	$	85,834

NOTE 8 - CONVERTIBLE NOTES

At September 30, 2020 and December 31, 2019, convertible notes consist of the following:

	September 30,			December 31,
	2020			2019
Convertible Notes - originated in September 18, 2019	$	-		$	158,000
Convertible Notes - originated in November 20, 2019		-			125,000
Convertible Notes - originated in November 22, 2019		4,064			55,000
Convertible Notes - issued during fiscal year 2020		959,757			-
Total convertible notes payable		963,821			338,000
Less: Unamortized debt discount		(638,872	)		(162,566	)
Total convertible notes		324,949			175,434
Less: current portion of convertible notes		143,597			19,864
Long-term convertible notes	$	181,352		$	155,570

For the nine months ended September 30, 2020 and 2019, the interest expense on convertible notes was $49,108 and $0, and amortization of discount, including interest expense, of $470,444 and $0, respectively. As of September 30, 2020 and December 31, 2019, the accrued interest was $17,071 and $5,579, respectively.

Conversion

During the nine months ended September 30, 2020, the Company converted notes with principal amounts and accrued interest of $398,545 into 25,802,868 shares of common stock. The corresponding derivative liability at the date of conversion of $2,962,318 was credited to additional paid in capital.

Convertible Notes – Issued during the year ended December 31, 2020

During the nine months ended September 30, 2020, the Company issued a total principal amount of $971,750 convertible note for cash proceeds of $852,000. The terms of convertible note are summarized as follows:

	•	Term: a range from 9 months to 18 months;
	•	Annual interest rates: 8% - 13%;
	•	Convertible at the option of the holders at any time or 180 days from issuance;
	•	Conversion prices are based on discounted (10% - 50% discount) lowest trading prices of the Company’s shares during various periods prior to conversion.
	•	Certain note allows the principal amount will increase by $15,000 and the discount rate of conversion price will decrease by 20% if the conversion price is less than $$0.10. As a result, the discount rate of conversion price changed from 50% to 70% and the Company recognized the penalty of $15,000 and recorded principal amount of $15,000.

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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 nine months ended September 30, 2020 amounted to $3,004,972. $827,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $2,177,972 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		116,500		$	1.67
Granted		4,441,500			0.34
Reset feature		41,895,986			0.0069
Exercised		(6,724,833	)		0.0020
Forfeited/canceled		-			-
Outstanding, September 30, 2020		39,729,153		$	0.044

During the nine months ended September 30, 2020 and 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 $0.25 to $5.00 per share. The warrants will expire on the three- or five-year anniversary of the issuance date. As a result of the reset features, the warrants increased by 41,895,986 for the period ended September 30, 2020, at a weighted average exercise price of $0.044 per share as of September 30, 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).

The following table summarizes information relating to outstanding and exercisable warrants as of September 30, 2020.

Warrants Outstanding						Warrants Exercisable
Number of		Contractual life		Exercise		Number of		Exercise
Shares		(in years)		Price		Shares		Price
	11,391,109		2.14	$	0.0069		11,391,109	$	0.0069
	11,956,522		2.15	$	0.0069		11,956,522	$	0.0069
	11,956,522		2.84	$	0.0069		11,956,522	$	0.0069
	2,000,000		4.91	$	0.2500		2,000,000	$	0.25
	1,425,000		4.91	$	0.3500		1,425,000	$	0.35
	1,000,000		4.91	$	0.5000		1,000,000	$	0.50

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 September 30, 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 September 30, 2020 is $1,309,784.

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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 September 30, 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 September 30, 2020 and December 31, 2019:

	Nine Months Ended			Year ended
	September 30,			December 31,
	2020			2019
Expected term	0.15 - 5.00		years	0.89 - 3.00		years
Expected average volatility	175% - 494		%	175% - 272		%
Expected dividend yield		-			-
Risk-free interest rate	0.08% - 1.47		%	1.55% - 1.62		%

The following table summarizes the changes in the derivative liabilities during the nine months ended September 30, 2020:

Fair Value Measurements Using Significant Observable Inputs (Level 3)

Balance - December 31, 2019	$	356,395
Addition of new derivatives recognized as debt discounts		827,000
Addition of new derivatives recognized as loss on derivatives		2,177,972
Settled on issuance of common stock		(3,353,495	)
Gain on change in fair value of the derivative		3,246,719
Balance - September 30, 2020	$	3,254,591

The following table summarizes the loss on derivative liability included in the income statement for the nine months ended September 30, 2020 and 2019, respectively.

	Nine Months Ended
	September 30,
	2020		2019
Day one loss due to derivative liabilities on convertible notes	$	2,177,972	$	-
Loss on change in fair value of the derivative liabilities		3,246,719		-
	$	5,424,691	$	-

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NOTE 11 - STOCKHOLDERS’ EQUITY

The capitalization of the Company consists of the following classes of capital stock as of September 30, 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.

Series A Preferred Stock

The Company is designated to issue 1,500,000 shares of Series A Preferred Stock at a par value of $0.0001. The Series A Preferred Stock shall have liquidation preference over any other class of stock and voting rights on the basis of one hundred votes for each shares of Series A Preferred Stock. The Preferred Stock can be converted to common stock, at a conversion rate of 100 common shares for each preferred stock. The Company evaluated the conversion feature and concluded that it did not qualify as a derivative transaction. The Company evaluated the convertible preferred stock under FASB ACS 470-20-30 and recorded a beneficial conversion feature of $1,999,373 as deemed dividend.

During the nine months ended September 30, 2020, the Company issued 1,500,000 shares of Series A Preferred Stock to our office for compensation valued at $1,999,373.

As at September 30, 2020 and December 31, 2019, the Company had 1,500,000 and 0 preferred shares issued and outstanding.

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 nine months ended September 30, 2020, the Company issued 108,459,487 shares of common stock as follows;

	·	25,802,868 shares for conversion of debt of $398,545
	·	60,000,000 shares valued at $24,522,000 for acquisition of Wandi
	·	9,450,000 shares valued at $233,725 for services
	·	4,500,000 shares to related parties valued at $59,981 for services
	·	2,206,619 shares to a related party for settlement of debt of $110,331
	·	6,500,000 shares for exercised cashless warrant

As at September 30, 2020 and December 31, 2019, the Company had 113,669,368 and 5,209,881 common shares issued and outstanding.

Subscription receivable

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Pursuant to the Agreement, the Company issued 60,000,000 restricted common shares of stock of the Company to the Seller, valued at $24,522,000. The obligations of the parties to complete the acquisition is subject to the fulfillment (or, in some cases waiver) of due diligence and certain closing conditions. Upon closing of the acquisition Seller shall transfer to Company 100% of the issued and outstanding equity interests of Wandi, which will then become a wholly owned subsidiary of the Company.

As of September 30, 2020, the Company does not have control of Wandi. As a result, the Company determined not to consolidate Wandi and recorded share issuance for acquisition of Wandi as a subscription receivable for $24,522,000, until the common shares of Wandi are delivered.

NOTE 12 – RELATED PARTY TRANSACTIONS

Due to related party

As of September 30, 2020 and December 31, 2019, the Company recorded due to related parties as follows. The loan is non-interest bearing and due on demand.

	September 30,		December 31,
	2020		2019
Loan from directors	$	462,604	$	142,480
Loan from related party		17,470		111,101
	$	480,074	$	253,581

NOTE 13 - SEGMENTED INFORMATION

At September 30, 2020, the Company operates in three industry segments, health beverage, oil and gas and mining, and two geographic segments, Malaysia and China, where majority current assets and equipment are located.

Segment assets and liabilities as of September 30, 2020 and December 31, 2019 were as follows:

September 30, 2020	Holding Company		Oil and gas		Nutritional Services		Total Consolidated
Assets
Current assets	$	617,295	$	11,826,885	$	2,216,863	$	14,661,043
Non-current assets		3,199,594		-		542,164		3,741,758
Liabilities
Current liabilities		3,622,733		5,317,305		1,719,818		10,659,856
Long term liabilities		181,352		-		58,670		240,022
Net assets	$	12,804	$	6,509,580	$	980,539	$	7,502,923

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

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Segment revenue and net income (loss) for the three and nine months ended September 30, 2020 and 2019 were as follows:

Nine Months Ended September 30, 2020	Holding Company			Oil and gas			Nutritional Services			Total Consolidated
Revenue	$	-		$	10,057,932		$	103,483		$	10,161,415
Cost of goods sold		-			(9,897,945	)		(84,756	)		(9,982,701	)
Operating expenses		(2,831,495	)		(34,090	)		(274,249	)		(3,139,834	)
Other income (expenses)		(5,959,243	)		-			64,599			(5,894,644	)
Provision for income taxes		-			(20,541	)		-			(20,541	)
Net income (loss)	$	(8,790,738	)	$	105,356		$	(190,923	)	$	(8,876,305	)

Nine Months Ended September 30, 2019	Holding Company			Oil and gas			Nutritional Services			Total Consolidated
Revenue	$	-		$	25,859,994		$	221,040		$	26,081,034
Cost of goods sold		-			(24,702,808	)		(116,593	)		(24,819,401	)
Operating expenses		(44,569	)		(99,081	)		(451,903	)		(595,553	)
Other income (expenses)		-			(28,863	)		7,431			(21,432	)
Provision for income taxes		-			(251,616	)		-			(251,616	)
Loss from discontinued operations		-			-			-			-
Net income (loss)	$	(44,569	)	$	777,626		$	(340,025	)	$	393,032

Three Months Ended September 30, 2020	Holding Company			Oil and gas			Nutritional Services			Total Consolidated
Revenue	$	-		$	4,754,766		$	41,102		$	4,795,868
Cost of goods sold		-			(4,731,865	)		(24,210	)		(4,756,075	)
Operating expenses		(171,857	)		(11,581	)		(117,564	)		(301,002	)
Other income (expenses)		(2,713,490	)		-			-			(2,713,490	)
Provision for income taxes		-			(4,007	)		-			(4,007	)
Net income (loss)	$	(2,885,347	)	$	7,313		$	(100,672	)	$	(2,978,706	)

Three Months Ended September 30, 2019	Holding Company			Oil and gas			Nutritional Services			Total Consolidated
Revenue	$	-		$	3,139,495		$	70,596		$	3,210,091
Cost of goods sold		-			(2,807,412	)		(33,843	)		(2,841,255	)
Operating expenses		(12,433	)		(62,650	)		(114,474	)		(189,557	)
Other income (expenses)		-			-			(80	)		(80	)
Provision for income taxes		-			(53,895	)		-			(53,895	)
Loss from discontinued operations		-			-			-			-
Net income (loss)	$	(12,433	)	$	215,538		$	(77,801	)	$	125,304

NOTE 14 - SUBSEQUENT EVENTS

Subsequent to September 30, 2020, and through the date these financial statements were approved, the Company issued common stock as follows:

	·	4,000,000 shares of common stock per conversion notices from convertible noteholders
	·	3,000,000 shares of common stock for exercised cashless warrant

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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 issued 60,000,000 restricted common shares of stock of the Company to the Seller.

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The Closing of the Agreement has not occurred as of the date of this filing on Form 10-Q. Subject to the successful completion of the due diligence of both parties, the Company anticipates final closing of the Agreement in the fourth quarter of 2020.

On May 28, 2020, Resort Savers, Inc. (the “Company”) filed a Certificate of Amendment with the Nevada Secretary of State, whereby the Company changed its name to Phoenix Rising Companies, pursuant to and in accordance with Nevada Revised Statutes §78.390. Consistent with this Amendment to the Articles of Incorporation, the Company is preparing and shall file an application for name change and new trading symbol with FINRA.

The Company anticipates that the name change and new trading symbol will be approved by FINRA in the fourth quarter of 2020. At such time as the Company is assigned a new trading symbol, we will make a subsequent announcement.

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 fourth 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 nine months ended September 30, 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.

Overview

Resort Savers, Inc. was incorporated in the State of Nevada on June 25, 2012. At September 30, 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 September 30, 2020, the closing price of our Common Stock as reported by the OTC Markets was $0.044 per share.

As of September 30, 2020, there were approximately 282 stockholders of record and an aggregate of 113,669,368 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. 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 and nine months ended September 30, 2020 and 2019 are outlined below:

Three months ended September 30, 2020 compared to three months ended September 30, 2019

	Three months ended
	September 30,						Change
	2020			2019			Amount
Revenue	$	4,795,868		$	3,210,091		$	1,585,777
Cost of goods sold	$	4,756,075		$	2,841,255		$	1,914,820
Gross profit (loss)	$	39,793		$	368,836		$	(329,043	)
Operating expenses	$	301,002		$	189,557		$	111,445
Other expense	$	(2,713,490	)	$	(80	)	$	(2,713,410	)
Provision for income taxes	$	4,007		$	53,895		$	(49,888	)
Net income (loss)	$	(2,978,706	)	$	125,304		$	(3,104,010	)

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The revenue for the three months ended September 30, 2020 increased by $1,585,777 to $4,795,868 compared with the same period in 2019. The increase is mainly due to an increase in sales from oil and gas.

Cost of goods sold for the three months ended September 30, 2020 increased by $1,914,820 to $4,756,075 compared with the same period in 2019. The increase is mainly due to an increase in revenue from oil and gas.

Operating expenses for the three months ended September 30, 2020 increased by $111,445 to $301,002 compared with the same period in 2019. The increase is mainly due to an increase in professional fees.

Other expense for the three months ended September 30, 2020 increased by $2,713,410 to $2,713,490 compared with the same period in 2019. The increase is mainly due to the interest expense and change in fair value of derivative liabilities related to convertible notes.

Net loss for the three months ended September 30, 2020 was $2,713,490 compared to net income of $125,304 in the same period in 2019. The change is mainly due to an increase in operating expenses and other expense.

For the three months ended September 30, 2020 and 2019 our results of operations segment, are as follows:

Holding Company

Operating expense mainly consists of professional fees for ongoing regulatory requirements and compensation for our management. The increase in operating expense is primarily due to an increase in our management fee.

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

	Three months ended
	September 30,				Change
	2020		2019		Amount
Revenue	$	-	$	-	$	-
Cost of goods sold	$	-	$	-	$	-
Gross profit	$	-	$	-	$	-
Operating expenses	$	171,857	$	12,433	$	159,424
Other expense	$	2,713,490	$	-	$	2,713,490
Provision for income taxes	$	-	$	-	$	-
Net loss	$	2,885,347	$	12,433	$	2,872,914

Oil and Gas

	Three months ended
	September 30,				Change
	2020		2019		Amount
Revenue	$	4,754,766	$	3,139,495	$	1,615,271
Cost of goods sold	$	4,731,865	$	2,807,412	$	1,924,453
Gross profit	$	22,901	$	332,083	$	(309,182	)
Operating expenses	$	11,581	$	62,650	$	(51,069	)
Other income (expense)	$	-	$	-	$	-
Provision for income taxes	$	4,007	$	53,895	$	(49,888	)
Net income	$	7,313	$	215,538	$	(208,225	)

The increase in revenue is primarily due to the ease of Covid-19 pandemic and rebound of sale in China. The increase in cost of goods sold is primarily due to an increase in revenue. The percentage of gross profit decreased from 10.6% in 2019 to 0.5% in 2020.

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Nutritional Services

	Three months ended
	September 30,						Change
	2020			2019			Amount
Revenue	$	41,102		$	70,596		$	(29,494	)
Cost of goods sold	$	24,210		$	33,843		$	(9,633	)
Gross profit	$	16,892		$	36,753		$	(19,861	)
Operating expenses	$	117,564		$	114,474		$	3,090
Other expense	$	-		$	(80	)	$	80
Provision for income taxes	$	-		$	-		$	-
Net income (loss)	$	(100,672	)	$	(77,801	)	$	(22,871	)

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.

Nine months ended September 30, 2020 compared to nine months ended September 30, 2019

	Nine Months Ended
	September 30,						Change
	2020			2019			Amount
Revenue	$	10,161,415		$	26,081,034		$	(15,919,619	)
Cost of Goods Sold	$	9,982,701		$	24,819,401		$	(14,836,700	)
Gross profit	$	178,714		$	1,261,633		$	(1,082,919	)
Operating expenses	$	3,139,834		$	595,553		$	2,544,281
Other income (expense)	$	(5,894,644	)	$	(21,432	)	$	(5,873,212	)
Provision for income taxes	$	(20,541	)	$	(251,616	)	$	231,075
Net income (loss)	$	(8,876,305	)	$	393,032		$	(9,269,337	)

The revenue for the nine months ended September 30, 2020 decreased by $15,919,619 to $10,161,415 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.

Cost of goods sold for the nine months ended September 30, 2020 decreased by $14,836,700 to $9,982,701 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.

Operating expenses for the nine months ended September 30, 2020 increased by $2,544,281 to $3,139,834 compared with the same period in 2019. The increase is mainly due to an increase in professional fees and stock-based compensation.

Other expense for the nine months ended September 30, 2020 increased by $5,873,212 to $5,894,644 compared with the same period in 2019. The increase is mainly due to interest expense and change in fair value of derivative liabilities related to convertible notes.

Net loss for the nine months ended September 30, 2020 was $8,876,305 compared to net income of $393,032 in the same period in 2019. The change is mainly due to an increase in operating expenses and other expense.

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For the nine months ended September 30, 2020 and 2019 our results of operations segment, are as follows:

Holding Company

	Nine Months Ended
	September 30,				Change
	2020		2019		Amount
Revenue	$	-	$	-	$	-
Operating expenses	$	2,831,495	$	44,569	$	2,786,926
Other expense	$	5,959,243	$	-	$	5,959,243
Provision for income taxes	$	-	$	-	$	-
Net loss	$	8,790,738	$	44,569	$	8,746,169

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

Oil and Gas

	Nine Months Ended
	September 30,				Change
	2020		2019		Amount
Revenue	$	10,057,932	$	25,859,994	$	(15,802,062	)
Cost of goods sold	$	9,897,945	$	24,702,808	$	(14,804,863	)
Gross profit	$	159,987	$	1,157,186	$	(997,199	)
Operating expenses	$	34,090	$	99,081	$	(64,991	)
Other income	$	-	$	28,863	$	(28,863	)
Provision for income taxes	$	20,541	$	251,616	$	(231,075	)
Net income	$	105,356	$	777,626	$	(672,270	)

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 decreased from 4.5% in 2019 to 1.6% in 2020.

Nutritional Services

	Nine Months Ended
	September 30,						Change
	2020			2019			Amount
Revenue	$	103,483		$	221,040		$	(117,557	)
Cost of goods sold	$	84,756		$	116,593		$	(31,837	)
Gross profit	$	18,727		$	104,447		$	(85,720	)
Operating expenses	$	274,249		$	451,903		$	(177,654	)
Other income	$	64,599		$	7,431		$	57,168
Provision for income taxes	$	-		$	-		$	-
Net loss	$	(190,923	)	$	(340,025	)	$	149,102

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.

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Liquidity and Capital Resources

The following tables provide selected financial data about our company as of September 30, 2020 and December 31, 2019, respectively.

Working Capital

	September 30,		December 31,		Change
	2020		2019		Amount
Cash	$	625,912	$	277,629	$	348,283

Current Assets	$	14,661,043	$	8,934,627	$	5,726,416
Current Liabilities	$	10,659,856	$	2,341,177	$	8,318,679
Working Capital	$	4,001,187	$	6,593,450	$	(2,592,263	)

The decrease in working capital was primarily attributed an increase in current liabilities offset by an increase in current assets. The increase in current assets was primarily attributed to an increase in accounts receivable. The increase in current liabilities was primarily attributed to an increase in accounts payable and other liabilities and derivative liability.

Cash Flow

	Nine Months Ended
	September 30,						Change
	2020			2019			Amount
Cash Flows used in operating activities	$	(600,320	)	$	(266,602	)	$	(333,718	)
Cash Flows used in investing activities	$	(158,995	)	$	(614	)	$	(158,381	)
Cash Flows provided by financing activities	$	1,105,843		$	62,373		$	1,043,470
Effects on changes in foreign exchange rate	$	1,757		$	3,587		$	(1,830	)
Net change in cash during period	$	348,285		$	(201,256	)	$	549,541

Cash Flow from Operating Activities

During the nine months ended September 30, 2020, our Company used $600,320 in operating activities, compared to $266,602 used in operating activities during the nine months ended September 30, 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 nine months ended September 30, 2020, we used $158,995 in purchase of property and equipment. During the nine months ended September 30, 2019, we used $614 in purchase of property and equipment.

Cash Flow from Financing Activities

During the nine months ended September 30, 2020 and 2019, our Company received $1,105,843 and $62,373 in financing activities, respectively. For the nine months ended September 30, 2020, the Company received $852,000 from convertible notes and $288,493 from loans from related parties, and repaid loans from related parties for $83,078 and hire purchase loan of $1,181. For the nine months ended September 30, 2019 , the Company received $73,975 from loans from related parties and repaid loans from related parties for $11,602.

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Limited Operating History; Need for Additional Capital

If we are unable to meet our needs for cash from either our operations, or possible alternative sources, then we may be unable to continue, develop, or expand our operations.

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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Smaller reporting companies are not required to provide the information required by this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.

These controls are designed to ensure that information required to be disclosed in the reports we file or submit pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Based on this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were ineffective as of September 30, 2020. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

We believe that our financial statements presented in this quarterly report on Form 10-Q fairly present, in all material respects, our financial position, results of operations, and cash flows for all periods presented herein.

Inherent Limitations - Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of financial data.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the period ended September 30, 2020, which were identified in conjunction with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control 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 nine months ended September 30, 2020, the Company issued 1,500,000 shares of Series A Preferred Stock to our CEO for compensation valued at $1,999,373.

During the nine months ended September 30, 2020, the Company issued 108,459,487 shares of common stock as follows;

	·	25,802,868 shares for conversion of debt of $398,545
	·	60,000,000 shares valued at $24,522,000 for acquisition of Wandi
	·	9,450,000 shares valued at $233,725 for services
	·	4,500,000 shares to related parties valued at $59,981 for services
	·	2,206,619 shares to a related party for settlement of debt of $110,331
	·	6,500,000 shares for exercised cashless warrant

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

Pursuant to the Agreement, the Company issued 60,000,000 restricted common shares of stock of the Company to the Seller. The obligations of the parties to complete the acquisition is subject to the fulfillment (or, in some cases waiver) of due diligence and certain closing conditions. Upon closing of the acquisition Seller shall transfer to Company 100% of the issued and outstanding equity interests of Wandi, which will then become a wholly owned subsidiary of the Company.

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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: November 18, 2020		/s/ DS Chang
		Ding-Shin “DS” Chang
		President, Chief Executive Officer and Director
		(Principal Executive Officer)

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