10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2018
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.)

No. 10-2-4B, Jin Di Shang Tang Garden, Long Hua Xin Qu Shang Tang Road Shenzhen, Guangdong Province, the People’s Republic of China	518000
(Address of principal executive offices)	(Zip Code)

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. x YES    o NO

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). x YES    o 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	o		Accelerated filer	o
Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	x
			Emerging growth company	x

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

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

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

As of November 19, 2018, there were 520,976,241 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	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	23
SIGNATURES		24

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

RESORT SAVERS, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

	September 30,			December 31,
	2018			2017
ASSETS
Current Assets
Cash and cash equivalents	$	47,546		$	2,301
Accounts receivable		1,109,480			129,435
Inventory		94,238			124,343
Prepaid and Other current assets		41,706			76,103
Amount due from related parties		19,353,466			157,863
Assets held for sale		86,096			-
Total Current Assets		20,732,532			490,045
Plant and Equipment, net		575,555			760,278
Goodwill		3,199,594			-
TOTAL ASSETS	$	24,507,681		$	1,250,323
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	1,042,486		$	22,517
Accrued liabilities and other payable		96,090			58,388
Deferred revenue		141,625			163,418
Due to related parties		14,054,400			136,070
Tax payable		173,976			34,191
Liabilities held for sale		505,485			-
Total Current Liabilities		16,014,062			414,584
Deferred tax liabilities		57,224			78,414
TOTAL LIABILITIES		16,071,286			492,998
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value; 15,000,000 shares authorized; no shares issued and outstanding		-
Common stock, $0.0001 par value; 1,000,000,000 shares authorized; 520,976,241 and 74,976,241 shares issued and outstanding		52,098			40,000
Additional paid-in capital		8,941,210			1,166,475
Accumulated deficit		(194,858	)		(464,343	)
Accumulated other comprehensive income (loss)		(374,445	)		15,193
Total Resort Savers, Inc. stockholders’ equity		8,424,005			757,325
Non-controlling interest		12,390			-
Total equity		8,436,395			757,325
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	24,507,681		$	1,250,323

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

3

RESORT SAVERS, INC.

Consolidated Statements of Operations and Other Comprehensive Income (Loss)

(Unaudited)

	Three months ended						Nine months ended
	September 30,						September 30,
	2018			2017			2018			2017
Revenue	$	3,800		$	27,258		$	299,200		$	621,552
Revenue from related party		10,227,279			-			14,714,437			-
Cost of goods sold		9,518,335			1,984			13,999,521			192,007
Gross Profit		712,744			25,274			1,014,116			429,545
Operating Expenses
General and administrative		90,638			91,117			400,806			796,123
Professional fees		22,214			26,053			45,051			26,053
Loss on disposal and impairment of plant and equipment		95,955			6,928			95,955			6,928
Total Operating Expenses		208,807			124,098			541,812			829,104
Income (Loss) From Operations		503,937			(98,824	)		472,304			(399,559	)
Other Expense
Other income		1,352			39,352			4,024			97,540
Other loss		(458	)		-			(14,212	)		-
Interest expense		-			-			(88,315	)		-
Total Other Income Expenses		894			39,352			(98,503	)		97,540
Income (Loss) Before Income Taxes		504,831			(59,472	)		373,801			(302,019	)
Provision for income taxes		(103,345	)		(2,266	)		(101,553	)		21,027
Loss from continuing operations		401,486			(61,738	)		272,248			(280,992	)
Discontinued operations, net of income taxes		(3,615	)		-			(4,559	)		-
Net Income (Loss)		397,871			(61,738	)		267,689			(280,992	)
Net (income) loss attributable to the non-controlling interest		1,418			-			1,796			-
Net Income (Loss) Attributable To The Shareholders Of Resort Savers, Inc.	$	399,289		$	(61,738	)	$	269,485		$	(280,992	)
Other Comprehensive Income (Loss)
Foreign currency translation adjustments		(184,252	)		17,999		$	(375,452	)	$	43,459
Total Comprehensive Income (Loss)		213,619			(43,739	)		(107,763	)		(237,533	)
Comprehensive (income) loss attributable to the non-controlling interest		(12,768	)		-			(12,390	)		-
Total Comprehensive Income (Loss) Attributable to the Shareholders Of Resort Savers, Inc.	$	200,851		$	(43,739	)	$	(120,153	)	$	(237,533	)
Basic and Diluted Loss per Common Share	$	0.00		$	(0.00	)	$	0.00		$	(0.00	)
Basic and Diluted Weighted Average Common Shares Outstanding		520,976,241			400,000,000			459,614,364			400,000,000

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

4

RESORT SAVERS, INC.

Consolidated Statements of Cash Flows

(Unaudited)

	Nine months ended
	September 30,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	267,689		$	(280,992	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation		80,091			75,055
Bad debt		7,755			-
Loss on disposal of plant and equipment		31,392			6,928
Impairment loss on plant and equipment		64,563			-
Amortization of discount		100,000			-
Changes in operating assets and liabilities:
Amount due from related parties		(20,005,085	)		6,776
Accounts receivable		23,502,328			(334	)
Inventories		28,096			128,448
Prepaid and Other current assets		60,862			(114,816	)
Accounts payable		(109,291	)		13,780
Deferred revenue		(41,243	)		20,397
Amount due to related parties		(3,434,881	)		-
Tax payable		114,614			(23,872	)
Accrued liabilities and other payable		32,984			(87,238	)
Net cash provided by (used in) operating activities		699,874			(255,868	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash received through business acquisition		88,738			-
Purchase of plant and equipment		(550	)		(2,263	)
Proceeds from disposal of plant and equipment		4,596			8,923
Loans to related party		(21,009	)		-
Net cash provided by investing activities		71,775			6,660
CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft		-			-
Repayment of short-term loan		(934,800	)		-
Loans from related parties		163,587			242,839
Repayments of loans from related parties		(120,402	)		(33,106	)
Net cash (used in) provided by financing activities		(891,615	)		209,733
Effects on changes in foreign exchange rate		202,228			2,058
Net change in cash and cash equivalents		82,262			(37,417	)
Cash and cash equivalents - beginning of period		2,301			51,492
Cash and cash equivalents - end of period	$	84,563		$	14,075
Cash and cash equivalents - end of period consists of:
Cash for continuing operations	$	47,546		$	-
Cash for assets held for sale	$	37,017		$	-
Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-Cash Investing and Financing Activity:
Debt forgiveness by related party	$	104,949		$	-
Common stock issued for conversion of debt	$	100,000		$	-
Beneficial conversion feature	$	100,000		$	-

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

5

RESORT SAVERS, INC.

Notes to the Consolidated Financial Statements

September 30, 2018

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.

Admall Share Exchange and Recapitalization

Admall Sdn. Bhd.

On May 16, 2018, the Company closed the acquisition of Admall Sdn. Bhd., a limited liability company incorporated in Malaysia (“Admall”) by way of share exchange (the “Admall Acquisition”). The Company effected the Admall Acquisition pursuant to the terms of that certain Share Exchange Agreement (the “Admall Agreement”), dated February 9, 2018, by and between the Company, Admall, and Mr. Boon Jin “Patrick” Tan, an individual who prior to the closing of the Admall Acquisition held 100% of the outstanding equity interests of Admall. See Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities Exchange Commission on February 9, 2018, which is incorporated herein by reference, for a detailed description of the Admall Agreement.

At the closing of the Admall Acquisition, the Company acquired 100% of the outstanding equity interests of Admall from Mr. Tan, and the Company issued 400,000,000 shares of its common stock, par value $0.0001 per share (“Common Stock”) to Mr. Tan, which at the time of closing represented approximately 81.47% of the Company’s issued and outstanding Common Stock. As a result, Mr. Tan became a stockholder of the Company and Admall became a wholly-owned subsidiary of the Company. For federal income tax purposes, the Admall Acquisition was intended to qualify as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended.

For financial accounting purposes, the Admall Agreement has been accounted for as a reverse acquisition by Admall and resulted in a recapitalization of the Company, with Admall being the accounting acquirer and the Company as the acquired entity. The consummation of the Admall Agreement resulted in a change of control of RSSV. Accordingly, the historical financial statements prior to the acquisition are those of the accounting acquirer, Admall, and have been prepared to give retroactive effect to the reverse acquisition completed on May 16, 2018 and represent the operations of Admall.

As a result of the above, these consolidated financial statements represent Admall as the accounting acquirer (legal acquiree) and RSSV, from May 16, 2018 forward, as the accounting acquiree (legal acquirer), and the legal capital stock (number and type of equity interests issued) is that of RSSV, the legal parent, in accordance with guidance on reverse acquisitions accounted for as a business combination. Therefore, the Company recognized goodwill of $3,199,594.

Change in Fiscal Year

On July 3, 2018, our Board of Directors approved a change in our Fiscal Year End from January 31 to December 31, and the Company’s bylaws were immediately amended subsequent to the decision. The Company now operates on a fiscal year ending on December 31.

Reverse Stock Split

On July 3, 2018, our Board of Directors approved a reverse one-for-thirty (1-for-30) stock split (the “Reverse Split”) of the Company’s issued and outstanding Common Stock. The Reverse Split will have no effect on the number of authorized Common Stock of the Company, nor will it effect the authorized or issued and outstanding shares of preferred stock, par value $0.0001 per share (“Preferred Stock”), since the Company has no shares of Preferred Stock issued or outstanding. The Reverse Split will take effect upon approval by the Financial Industry Regulatory Authority (“FINRA”). No adjustments have been made to the financial statements as a result of the Reverse Split.

Name Change

On July 3, 2018, our Board of Directors approved a change in corporate name of the Company from Resort Savers, Inc. to SGCI Group Holding, Inc. (the “Name Change”). The Name Change will be effective upon approval by FINRA.

6

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 interim 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.

The amounts shown in these financial statements for periods prior to May 16, 2018 are those of Admall. For the period from May 16, 2018 through September 30, 2018, the amounts shown in these financial statements are the consolidated results of the Company including its wholly owned subsidiary, Admall.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Form 8-K/A filed on November 11, 2018. The results of operations for the periods ended September 30, 2018 and the same period last year are not necessarily indicative of the operating results for the full years. In the opinion of management, the unaudited consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented, all such adjustments were of a normal and recurring nature, with the exception of the recapitalization related to the reverse acquisition transaction that occurred on May 16, 2018 which of a non-recurring nature.

Principles of Consolidation

At September 30, 2018, 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
Shenzhen Amuli Industrial Development Company Limited (“Amuli”) *(1)	October 1, 2015		60	%	the PRC	Huaxin	Beverage Producer	December 31
Beijing Yandong Tieshan Oil Products Co., Ltd. (“Tieshan Oil”) *	January 29, 2016 May 16, 2018		51 49	% %	the PRC	Huaxin	Trading of oil products	December 31

__________

* The English names used are translated only.

(1) Please see Part II, Item 5 (Other Information) in this Quarterly Report on Form 10-Q for a description of the November 19, 2018 disposition of Amuli.

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

Use of Estimates

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:

7

· 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, 2018, one customer, who is a related party, accounted for 98% of revenues from related party.

As of September 30, 2018, one customer accounted for approximately 81% of accounts receivable, one customer accounted for 98% of accounts receivable – related party, two vendors account for approximately 96% of accounts payable, two vendors account for approximately 98% of accounts payable – related parties.

Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, prepaid expenses and deposits, amount due from related parties, accounts payable and accrued liabilities, short-term loan, deferred revenue and due to related parties. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

Inventory

Inventories, consisting of raw material, are primarily accounted for using the first-in-first-out (“FIFO”) method of accounting. Inventories are measured at the lower of cost and net realizable value. The Company estimates the net realizable value of inventories based on an assessment of expected sales prices. Demand levels and pricing competition could change from time to time. If such factors result in an adverse effect on the Company’s products, the Company might be required to reduce the value of its inventories.

Property and equipment

Fixed assets are recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The useful lives are as follows:

Computer and software	3 years
Furniture and fittings	6 years
Office equipment	4 years
Plant and machinery	5 ~ 10 years
Renovation	3.3 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.

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 nine months ended September 30, 2018 and 2017, the Company did not impair any long-lived assets.

8

Revenue Recognition

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

· identify the contract with a customer;

· identify the performance obligations in the contract;

· determine the transaction price;

· allocate the transaction price to performance obligations in the contract; and

· recognize revenue as the performance obligation is satisfied.

 

Income Taxes and Deferred Taxes

Tax expense in profit or loss comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination or items recognized directly in equity or other comprehensive income.

Deferred tax is recognized using the liability method for all temporary differences between the carrying amounts of assets and liabilities in the statement of financial position and their tax bases. Deferred tax is not recognized for the temporary differences arising from the initial recognition of goodwill, the initial recognition of assets and liabilities in a transaction which is not a business combination and that affects neither accounting nor taxable profit or loss. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the end of the reporting period.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

NOTE 3 - GOING CONCERN

The Company’s financial statements are prepared using GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet had sufficient revenues to cover its operating cost, and requires additional capital to commence its operating plan. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company include: sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – ACCOUNTS RECEIVABLE

The Company has performed an analysis on all of its accounts receivable and determined that all amounts are collectible by the Company. As such, all accounts receivable are reflected as a current asset and no allowance for bad debt has been recorded as of September 30, 2018 and December 31, 2017. For the nine months ended September 30, 2018 and 2017, the Company recorded bad debt of $7,755 and $0, respectively. The Company’s accounts receivable consists of only trade receivables from customers which are unrelated to the Company. Trade receivables from customers which are related to the Company are categorized in amount due from related parties (Note 11). As at September 30, 2018 and December 31, 2017, the Company had accounts receivable of $1,109,480 and $129,435, respectively.

NOTE 5 – INVENTORIES

Inventories at September 30, 2018 and December 31, 2017 consist of the following:

	September 30,		December 31,
	2018		2017
Finished goods	$	94,238	$	124,343

NOTE 6 - PREPAID AND OTHER CURRENT ASSETS

Prepaid expense and other current assets at September 30, 2018 and December 31, 2017 consist of the following

9

	September 30,		December 31,
	2018		2017
Other receivables	$	2,659	$	3,250
Deposits		433		13,961
Prepaid expenses		38,614		58,892
	$	41,706	$	76,103

NOTE 7 – PLANT AND EQUIPMENT

Plant and equipment at September 30, 2018 and December 31, 2017 consist of the following:

   

	September 30,			December 31,
	2018			2017
Cost:
Computer and software	$	77,102		$	93,893
Furniture and fittings		4,289			39,969
Office equipment		5,159			42,799
Plant and machinery		962,081			738,662
Renovation		-			48,978
		1,048,631			964,301
Less: accumulated depreciation		(473,076	)		(204,023	)
Equipment, net	$	575,555		$	760,278

During the nine months ended September 30, 2018 and 2017, the Company recorded depreciation of $80,091 and $75,055, respectively.

During the nine months ended September 30, 2018 and 2017, the Company acquired assets of $550 and $2,263, respectively, and sold assets for $4,596 and $8,923, respectively and recorded loss on sales of assets of $31,392 and $6,928, respectively.

During the nine months ended September 30, 2018 and 2017, the Company recorded an impairment loss of $64,563 and $0, respectively.

NOTE 8 –ACCRUED LIABILITIES AND OTHER PAYABLE

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

	September 30,		December 31,
	2018		2017
Accrued expenses	$	43,652	$	35,121
Deposit received		242		308
Other payables		52,196		22,959
	$	96,090	$	58,388

NOTE 9 – 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 interest rate is 0.5% per month. The loan is secured by 48.83% shares of Tieshan Oil held by Mr. Yang Baojin (“Mr. Yang”). The Loan was due on October 7, 2017 and the outstanding amount of $789,500 (RMB 5,000,000) is currently in default. The Company believes that the carrying value of the equity interest in Tieshan Oil, which is a financial instrument, and which has been pledged by Mr. Yang as collateral for the loan is sufficient to underlie the loan, and the Company has not been requested to add any additional credit enhancements.

During the nine months ended September 30, 2018, the Company repaid $934,800 (RMB 6,000,000). On September 30, 2018 and December 31, 2017, the Company had a short-term loan balance of $0.

NOTE 10 – CONVERTIBLE NOTE

Onn May 21, 2018, the Company issued the convertible note of $100,000 with a conversion price of one-third of one cent to the related party to repay related party contribution. The convertible note is non-bearing interest and due on May 21, 2019. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $100,000.

On May 30, 2018, the note was fully converted into 30,000,000 shares of common stock.

10

During the nine months ended September 30, 2018, the Company recognized amortization of discount of $100,000.

NOTE 11 - STOCKHOLDERS’ EQUITY

The capitalization of the Company consists of the following classes of capital stock as of September 30, 2018:

Preferred Stock

The Company has authorized 15,000,000 shares of preferred stock with a par value of $0.0001 per share. The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. No shares of preferred stock have been issued.

Common Stock

The Company has authorized 1,000,000,000 shares of common stock with a par value of $0.0001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

During the nine months ended September 30, 2018, the Company issued 30,000,000 shares of common stock for conversion of debt of $100,000.

As at September 30, 2018 and December 31, 2017, the Company had 520,976,241 and 400,000,000 common shares issued and outstanding.

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

Additional Paid-In Capital

During the nine months ended September 30, 2018, related parties contributed additional paid-in capital in the amount of $104,494, to fund operating expenses and related party contribution of $100,000 was cancelled (see Note 9).

NOTE 12 – RELATED PARTY TRANSACTIONS

Revenue and receivable

During the nine months ended September 30, 2018, the Company generated revenue from related parties of $14,714,437, which were related company under common control with the Company.

The Company’s amount due from related parties consist of the followings:

	September 30,		December 31,
	2018		2017
Accounts receivable	$	19,177,766	$	-
Loan to related parties		175,700		157,863
	$	19,353,466	$	157,863

Accounts payable, other liabilities and loans

As of September 30, 2018, and December 31, 2017, Due to related parties consist of the follows;

	September 30,		December 31,
	2018		2017
Accounts payable	$	13,755,131	$	-
Accrued liabilities and other		16,469		-
Loan from related parties		282,800		136,070
	$	14,054,400	$	136,070

11

Contribution

During the nine months ended September 30, 2018, related parties, who are shareholders of the Company, forgave debt, in the amount of $104,494 for payments made on behalf of the Company for operating expenses. The amount has been recognized as a contribution to capital.

During the nine months ended September 30, 2018, $100,000 recorded as a contribution to capital was cancelled (see Note 9)

NOTE 13 – COMMITMENTS AND CONTINGENCIES

On August 23, 2016, Amuli entered into a lease agreement for office space in Shenzhen city, Guangdong Province, P.R.C. commencing on August 23, 2016 for a three-year lease term. The monthly rental expense is approximately $6,762 (RMB 42,526).

As of December 31, 2017, the outstanding lease commitments are:

Year 1	$	81,140
Year 2		47,332
	$	128,472

NOTE 14 - SEGMENTED INFORMATION

At September 30, 2018, the Company operates in two industry segments, health beverage and oil and gas, and two geographic segments, Malaysia and China, where majority current assets and equipment are located.

Segment assets and liabilities as of September 30, 2018 and December 31, 2017 were as follows:

September 30, 2018	Holding Company		Oil and gas		Nutritional Services		Health beverage – Assets and liabilities held for sale			Total Consolidated
Assets
Current assets	$	4,860	$	19,817,523	$	824,053	$	86,096		$	20,732,532
Non-current assets		1,219,807		1,983,442		571,900		-			3,775,149
Liabilities
Current liabilities		91,762		14,914,942		501,873		505,485			16,014,062
Long term liabilities		-		-		57,224		-			57,224
Net assets (liabilities)	$	1,132,905	$	6,886,023	$	836,856	$	(419,389	)	$	8,436,395

December 31, 2017	Holding Company		Health beverage		Oil and gas		Nutritional Services		Total Consolidated
Assets
Current assets	$	-	$	-	$	-	$	490,045	$	490,045
Non-current assets		-		-		-		760,278		760,278
Liabilities
Current liabilities		-		-		-		414,584		414,584
Long term liabilities		-		-		-		78,414		78,414
Net assets (liabilities)	$	-	$	-	$	-	$	757,325	$	757,325

Segment revenue and net loss for the three and nine months ended September 30, 2018 and 2017 were as follows:

Nine Months Ended September 30, 2018	Holding Company			Oil and gas			Nutritional Services			Health beverage – discontinued operations			Total Consolidated
Revenue	$	-		$	-		$	299,200		$	-		$	299,200
Revenue from related parties		-			14,411,155			303,282			-			14,714,437
Cost of goods sold		-			(13,940,996	)		(58,525	)		-			(13,999,521	)
Operating expenses		(37,811	)		(31,706	)		(472,295	)		-			(541,812	)
Other income (expenses)		(100,000	)		(1,572	)		3,069			-			(98,503	)
Provision for income taxes		(1,653	)		(120,697	)		20,797			-			(101,553	)
Loss from discontinued operations		-			-			-			(4,559	)		(4,559	)
Net income (loss)	$	(139,464	)	$	316,184		$	95,528		$	(4,559	)	$	267,689

12

Nine Months Ended September 30, 2017	Holding Company		Oil and gas		Nutritional Services			Health beverage – discontinued operations		Total Consolidated
Revenue	$	-	$	-	$	621,552		$	-	$	621,552
Cost of goods sold		-		-		(192,007	)		-		(192,007	)
Operating expenses		-		-		(829,104	)		-		(829,104	)
Other income (expenses)		-		-		97,540			-		97,540
Provision for income taxes		-		-		21,027			-		21,027
Net loss	$	-	$	-	$	(280,992	)	$	-	$	(280,992	)

Three Months Ended September 30, 2018	Holding Company			Oil and gas			Nutritional Services			Health beverage – discontinued operations			Total Consolidated
Revenue	$	-		$	-		$	3,800		$	-		$	3,800
Revenue from related parties		-			9,923,997			303,282			-			10,227,279
Cost of goods sold		-			(9,516,994	)		(1,341	)		-			(9,518,335	)
Operating expenses		(14,027	)		(19,579	)		(175,201	)		-			(208,807	)
Other income (expenses)		-			497			397			-			894
Provision for income taxes		(1,653	)		(101,692	)		-			-			(103,345	)
Loss from discontinued operations		-			-			-			(3,615	)		(3,615	)
Net income (loss)	$	(15,680	)	$	286,229		$	130,937		$	(3,615	)	$	397,871

Three Months Ended September 30, 2017	Holding Company		Oil and gas		Nutritional Services			Health beverage – discontinued operations		Total Consolidated
Revenue	$	-	$	-	$	27,258		$	-	$	27,258
Cost of goods sold		-		-		(1,984	)		-		(1,984	)
Operating expenses		-		-		(124,098	)		-		(124,098	)
Other income (expenses)		-		-		39,352			-		39,352
Provision for income taxes		-		-		(2,266	)		-		(2,266	)
Net loss	$	-	$	-	$	(61,738	)	$	-	$	(61,738	)

NOTE 15 – ASSETS/LIABILITIES HELD FOR SALE

On November 19, 2018, the Company entered into the share purchase agreement to sell 60% of the total issued and outstanding equity of Amuli. In exchange for the shares, the Company will receive a purchase price of seven (7) Chinese Yuan. The Purchaser shall become the majority equity owner of the Amuli and the Company shall have no further interest in Amuli.

The following table shows the results of operations of Amuli for the three and nine months ended September 30, 2018 and 2017 which are included in the loss from discontinued operations:

	Three months ended
	September 30,
	2018			2017
Revenue	$	-		$	-
General and administrative		(3,615	)		-
Total Other Income Expenses		-			-
Loss from discontinued operations	$	(3,615	)	$	-

13

	Nine months ended
	September 30,
	2018			2017
Revenue	$	-		$	-
General and administrative		(4,559	)		-
Total Other Income Expenses		-			-
Loss from discontinued operations	$	(4,559	)	$	-

The following table summarizes the carrying amounts of the assets and liabilities held for sale,

	September 30,		December 31,
Assets held for sale	2018		2017
Cash and cash equivalents	$	37,107	$	-
Accounts receivable		1,217		-
Prepaid and Other current assets		47,772		-
Total	$	86,096	$	-

	September 30,		December 31,
Liabilities held for sale	2018		2017
Accounts payable	$	24,735	$	-
Accrued liabilities and other payable		42,688		-
Deferred revenue		261,512		-
Due to related parties		176,550		-
Total	$	505,485	$	-

NOTE 16 - 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

14

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,” “anticipate,” “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, legal and regulatory changes in the jurisdictions in which we operate, volatility or decline in our stock price, potential fluctuation of our quarterly 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.

Overview

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

On August 1, 2014, a change of control of the Company occurred, whereby a controlling interest in the Company was sold by Michelle LaCour, our former President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director and a former 5% stockholder, and James LaCour, our former Secretary and Director and a former 5% stockholder, to the following: (1) Zhou Gui Bin (236,733 shares at a purchase price of $0.20 per share); (2) Zhou Wei (236,733 shares at a purchase price of $0.20 per share); and (3) Zong Xin International Investment Holdings Co. LTD (1,636,734 shares at a purchase price of $0.20 per share). On August 11, 2014, in connection with the transfer of shares described in this paragraph, Ms. LaCour and Mr. LaCour resigned from each of their roles as officers and Directors of the Company, and they were replaced by Zhou Gui Bin as President, CEO and Director, and Zhou Wei as Treasurer, CFO, Secretary and Director.

On September 25, 2014 the Company effected a forward stock split of 10 shares of Common Stock for each share held, or an additional nine shares were issued for each common share held. All share and per share information has been retroactively restated for financial presentation of prior periods.

15

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. (“Xing Rui”), acquired 20,068,750 shares of common stock (representing 20% of the issued and outstanding common stock) 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 Borneo Resource Investments Ltd. (“BRNE”) with a value of $350,000. Specifically, on January 28, 2015, the Company paid $350,000 cash in exchange for 5,403,728 common shares of Worx, on March 20, 2015, the Company paid $1,300,000 cash and transferred 1,000,000 shares of common stock of BRNE in exchange for 14,665,022 common shares of Worx. The Company accounted for this investment using the equity method, with an initial cost of $2,000,000.

Worx designs automated solutions for industrial, environmental and energy industries to improve efficiency and systems output. The Worx automated robotic tank cleaning system reduces tank cleaning time, reduces or eliminates the need for personnel to enter tanks, and may reduce the volume of solvents used to clean a tank.

Shenzhen Amuli Industrial Development Co. Ltd.

On October 1, 2015, the Company issued 3,033,926 shares of its Common Stock to Xu Xiao Yun in exchange for sixty percent (60%) of Shenzhen Amuli Industrial Development Co. Ltd., a PRC corporation (“Amuli”). The equity of Amuli that was transferred by Xu Xiao Yun is held by Huaxin Changrong (Shenzhen) Technology Service Co., Ltd. (“Huaxin”), which was formed by Xing Rui for the purpose of holding the equity of Amuli and other PRC subsidiaries. The purchase price was valued $2,400,000.

Effective as of November 19, 2018, Huaxin disposed of its entire ownership stake in Amuli. Please see Part II, Item 5. Other Information, for a more complete description of the Amuli disposal.

Amendment to Articles of Incorporation

On October 9, 2015, we amended our articles of incorporation to increase the maximum number of authorized shares of Common Stock to 1,000,000,000 shares. We did not amend the number of authorized shares of Preferred Stock or par values for Common Stock or Preferred Stock.

Beijing Yandong Tieshan Oil Products Co., Ltd.

On January 29, 2016, the Company entered into an exchange agreement (the “Tieshan Oil Exchange Agreement”) with Mr. Yang Baojin (“Mr. Yang”), a citizen of the PRC, and the Company’s subsidiary Huaxin. Mr. Yang was the president and majority owner of Beijing Yandong Tieshan Oil Products Co., Ltd. (“Tieshan Oil”). Pursuant to the Tieshan Oil Exchange Agreement, the Company issued 4,800,000 shares of its Common Stock to Mr. Yang, who delivered to Huaxin an ownership interest in Tieshan Oil such that Huaxin at the time of closing owned 51% of all ownership interests in Tieshan Oil (the “Tieshan Oil Exchange”). The Company held 1,200,000 shares of its Common Stock in escrow (the “Escrow Shares”) to issue to Mr. Yang twelve months following the closing of the Tieshan Oil Exchange, in connection with the successful performance of certain covenants by Mr. Yang. The Company did not issue the Escrow Shares to Mr. Yang in connection with the Tieshan Oil Exchange.

On May 16, 2018, the Company completed its acquisition of Tieshan Oil by entering into a second share exchange agreement (the “Second Tieshan Oil Exchange Agreement”) with Mr. Yang. Pursuant to the Second Tieshan Oil Exchange Agreement, the Company, through Huaxin, agreed to acquire the remaining 49% of Tieshan Oil held by Mr. Yang, in exchange for the issuance to Mr. Yang of 16,000,000 shares of the Company’s Common Stock (the “Tieshan Oil Acquisition”). The Tieshan Oil Acquisition closed simultaneously with the execution of the Second Tieshan Oil Exchange Agreement.

Tieshan Oil is principally engaged in the trading of oil, gas and lubricant products within the PRC.

16

Admall Sdn. Bhd.

On February 9, 2018, the Company entered into a Share Exchange Agreement (the “Admall Exchange Agreement”) with Admall Sdn. Bhd., a limited liability company incorporated in Malaysia (“Admall”), and Boon Jin “Patrick” Tan (“Mr. Tan”), the owner of 100% of the equity interests in Admall. Pursuant to the Admall Exchange Agreement, the Company acquired from Mr. Tan all outstanding equity interests of Admall in exchange for 400,000,000 shares of Common Stock of the Company (the “Admall Acquisition”). On May 16, 2018, the Company closed the Admall Acquisition.

Admall engages in the business of providing nutrition consultancy services and training as well as selling health products through an online store.

Change of Management

On February 9, 2018, concurrently with the execution of the Admall Exchange Agreement, Zhou Gui Bin resigned from his positions as President, CEO, Secretary and Director of the Company, and Zhou Wei resigned from his positions as Treasurer, CFO and Director of the Company. The departing Directors approved, by written consent in lieu of special meeting of the Company’s board of directors (the “Board”), the appointment of Mr. Ding-Shin “DS” Chang (“Mr. DS Chang”) and Mr. Tan as the new Directors of the Company and submitted such appointment for approval and ratification by the Company’s stockholders. The Company’s departing Directors also appointed Mr. DS Chang as the Company’s President and CEO, Mr. Tan as the Company’s Treasurer and CFO, and Mr. Liang-Yu “Jacky” Chang as the Company’s Secretary, all of whom are to serve on an at-will basis until their resignation or removal by the Board.

Change in Fiscal Year End; Change to Bylaws; Reverse Stock Split; Corporate Name Change

On July 3, 2018, our Board approved a change in our Fiscal Year End from January 31 to December 31. The Company now operates on a fiscal year ending on December 31. The Company changed its bylaws to reflect the change in Fiscal Year End.

Contemporaneously with the change in Fiscal Year End, our Board approved a reverse one-for-thirty (1-for-30) stock split (the “Reverse Split”) of the Company’s issued and outstanding Common Stock and a change of corporate name from “Resort Savers, Inc.” to “SCGI Group Holding, Inc.” (the “Name Change”). The Reverse Split will have no effect on the number of authorized Common Stock of the Company, nor will it affect the authorized or issued and outstanding shares of Preferred Stock, since the Company has no shares of Preferred Stock issued or outstanding. The Reverse Split and Name Change will be effective upon approval by FINRA. No adjustments have been made to the financial statements.

Results of Operations

Our operations for the three and nine months ended September 30, 2018 are outlined below:

Due to reverse acquisition accounting (see Note 1 of the interim financial statements), the Results of operations are not comparable for 2017. Due to acquisition accounting, Admall is the accounting acquirer on May 16, 2018 (“acquisition date”), and all operating results prior to May 16, 2018, are those of Admall only. For periods after the acquisition date, results of operations are those of the Company on a consolidated basis.

Three months ended September 30, 2018 compared to three months ended September 30, 2017

	Three months ended
	September 30,					Change
	2018		2017			Amount
Revenue	$	3,800	$	27,258		$	(23,458	)
Revenue from related parties	$	10,227,279	$	-		$	10,227,279
Cost of Goods Sold	$	9,518,335	$	1,984		$	9,516,351
Gross Profit	$	712,744	$	25,274		$	687,470
Operating expenses	$	208,807	$	124,098		$	84,709
Net income (loss)	$	397,871	$	(61,738	)	$	459,609

17

For the three months ended September 30, 2018 and 2017 our results of operations segment, are as follows:

Three Months Ended September 30, 2018	Holding Company			Oil and gas			Nutritional Services			Health beverage - discontinued operations			Total Consolidated
Revenue	$	-		$	-		$	3,800		$	-		$	3,800
Revenue from related parties		-			9,923,997			303,282			-			10,227,279
Cost of goods sold		-			(9,516,994	)		(1,341	)		-			(9,518,335	)
Operating expenses		(14,027	)		(19,579	)		(175,201	)		-			(208,807	)
Other income (expenses)		-			497			397			-			894
Provision for income taxes		(1,653	)		(101,692	)		-			-			(103,345	)
Loss from discontinued operations		-			-			-			(3,615	)		(3,615	)
Net income (loss)	$	(15,680	)	$	286,229		$	130,937		$	(3,615	)	$	397,871

Three Months Ended September 30, 2017	Holding Company		Oil and gas		Nutritional Services			Health beverage - discontinued operations		Total Consolidated
Revenue	$	-	$	-	$	27,258		$	-	$	27,258
Cost of goods sold		-		-		(1,984	)		-		(1,984	)
Operating expenses		-		-		(124,098	)		-		(124,098	)
Other income (expenses)		-		-		39,352			-		39,352
Provision for income taxes		-		-		(2,266	)		-		(2,266	)
Net loss	$	-	$	-	$	(61,738	)	$	-	$	(61,738	)

Nine months ended September 30, 2018 compared to Nine months ended September 30, 2017

	Nine months ended
	September 30,					Change
	2018		2017			Amount
Revenue	$	299,200	$	621,552		$	(322,352	)
Revenue from related parties	$	14,714,437	$	-		$	14,714,437
Cost of Goods Sold	$	13,999,521	$	192,007		$	13,807,514
Gross Profit	$	1,014,116	$	429,545		$	584,571
Operating expenses	$	541,812	$	829,104		$	(287,292	)
Net income (loss)	$	267,689	$	(280,992	)	$	548,681

18

For the nine months ended September 30, 2018 and 2017 our results of operations segment, are as follows:

Nine Months Ended September 30, 2018	Holding Company			Oil and gas			Nutritional Services			Health beverage - discontinued operations			Total Consolidated
Revenue	$	-		$	-		$	299,200		$	-		$	299,200
Revenue from related parties		-			14,411,155			303,282			-			14,714,437
Cost of goods sold		-			(13,940,996	)		(58,525	)		-			(13,999,521	)
Operating expenses		(37,811	)		(31,706	)		(472,295	)		-			(541,812	)
Other income (expenses)		(100,000	)		(1,572	)		3,069			-			(98,503	)
Provision for income taxes		(1,653	)		(120,697	)		20,797			-			(101,553	)
Loss from discontinued operations		-						-			(4,559	)		(4,559	)
Net income (loss)	$	(139,464	)	$	316,184		$	95,528		$	(4,559	)	$	267,689

Nine Months Ended September 30, 2017	Holding Company		Oil and gas		Nutritional Services			Health beverage - discontinued operations		Total Consolidated
Revenue	$	-	$	-	$	621,552		$	-	$	621,552
Cost of goods sold		-		-		(192,007	)		-		(192,007	)
Operating expenses		-		-		(829,104	)		-		(829,104	)
Other income (expenses)		-		-		97,540			-		97,540
Provision for income taxes		-		-		21,027			-		21,027
Net loss	$	-	$	-	$	(280,992	)	$	-	$	(280,992	)

Liquidity and Capital Resources

The following table provides selected financial data about our company as of September 30, 2018 and December 31, 2017, respectively.

Working Capital

The following table provides selected financial data about our company as of September 30, 2018 and December 31, 2017, respectively.

	September 30,		December 31,		Change
	2018		2017		Amount
Cash	$	47,546	$	2,301	$	45,245
Current Assets	$	20,732,532	$	490,045	$	20,242,487
Current Liabilities	$	16,014,062	$	414,584	$	15,599,478
Working Capital	$	4,718,470	$	75,461	$	4,643,009

As of December 31, 2017, the working capital is only that of Admall and for September 30, 2018 it is for the consolidated Company.

Cash Flow

	Nine months ended
	September 30,						Change
	2018			2017			Amount
Cash Flow provided by (used in) operating activities	$	699,874		$	(255,868	)	$	955,742
Cash Flow provided by investing activities	$	71,775		$	6,660		$	65,115
Cash Flow provided by (used in) financing activities	$	(891,615	)	$	209,733		$	(1,101,348	)
Effects on changes in foreign exchange rate	$	202,228		$	2,058		$	201,572
Net change in cash during period	$	82,262		$	(37,417	)	$	121,081

19

Cash Flow from Operating Activities

During the nine months ended September 30, 2018, our Company generated $699,874 in operating activities, compared to $255,868 used in operating activities during the nine months ended September 30, 2017. The increase in cash provided by operation activities is primarily due to net income from the acquisition.

Cash Flow from Investing Activities

During the nine months ended September 30, 2018 and 2017, we had cash from investing activities of $71,775 and $6,660, respectively. For the nine months ended September 30, 2018, the Company received $88,738 from the business acquisition and $4,596 from disposal of property and equipment and used $550 for the purchase of property and equipment and $21,009 for lending to related party. For the nine months ended September 30, 2017, the Company received $8,923 from disposal of property and equipment and used $2,263 for the purchase of property.

Cash Flow from Financing Activities

During the nine months ended September 30, 2018 and 2017, our Company used $891,615 in financing activities and received $209,733 from financing activities, respectively. For the nine months ended September 30, 2018, the Company received $163,587 from loans from related parties and repaid short-term loan for $934,800 and loans from related parties for $120,402. For the nine months ended September 30, 2017, the Company received $242,839 from loans from related parties and repaid loans from related parties for $33,106.

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 (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer and principal financial officer) to allow for timely decisions regarding required disclosure.

As of the end of the quarter covered by this Quarterly Report on Form 10-Q, 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. Our management’s communication with staff and outside professional advisors has improved substantially. However, considering all components of our assessment, our president (our principal executive officer and principal financial officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended September 30, 2018, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

20

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

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

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

The following information is disclosed in this Quarterly Report on Form 10-Q and replaces the disclosures that we would otherwise be required to file in a Current Report on Form 8-K:

Entry into a Material Definitive Agreement. (Item 1.01 on Form 8-K)

On November 19, 2018, the Company disposed of its partial ownership interest in Amuli by causing Huaxin and Amuli to enter into a Share Purchase Agreement (the “Amuli Agreement”) with Ms. An Wenhui, a citizen of the PRC and minority shareholder of Amuli (the “Purchaser”), pursuant to which, among other things and subject to the terms and conditions contained therein, Huaxin sold its sixty percent (60%) Amuli equity stake (the “Amuli Shares”) to the Purchaser (the “Disposition”).

Pursuant to the Amuli Agreement, in exchange for the Amuli Shares, the Purchaser paid to Huaxin a cash price of $1 or the equivalent thereof in Chinese Yuan (the “Purchase Price”). The Company’s Board approved the Amuli Agreement, the Disposition and the Purchase Price, because among other reasons the Board believed that Amuli would not produce significant future income or cash flow.

The Amuli Agreement contains substantially fewer representations and warranties in comparison to other agreements entered into by the Company and its subsidiaries. Additionally, the closing of the Disposition occurred contemporaneously with the signing of the agreement, which resulted in little or no covenants or closing conditions imposed on the parties.

A copy of the Amuli Agreement is filed with this Quarterly Report on Form 10-Q as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Amuli Agreement is qualified in its entirety by reference thereto.

21

Completion of Acquisition or Disposition of Assets. (Item 2.01 on Form 8-K)

On November 19, 2018, the Company closed the Disposition pursuant to the terms of the Amuli Agreement. Prior to the Disposition, the Purchaser owned approximately twenty-five percent of Amuli. For a more detailed description of the Amuli Agreement and the Disposition, see the preceding item within this Part II, Item 5. Other Information of this Quarterly Report on Form 10-Q.

At the closing of the Disposition, Huaxin sold the Amuli Shares to the Purchaser, resulting in Huaxin owning zero percent of Amuli. As a result, Amuli is no longer a partially-owned subsidiary of the Company.

Costs Associated with Exit or Disposal Activities. (Item 2.05 on Form 8-K)

The Company’s management does not believe that the Disposition will cause material charges to the Company’s financial statements under accounting principles generally accepted in the United States of America (“GAAP”), however we choose to disclose under this item for the purpose of providing capital markets with full disclosure of the Company’s business and decision making process.

On or about November 1, the Company’s board of directors held informal conversations within the Company’s management and the management of Huaxin and Amuli. The result of these conversations resulted in substantial consensus to dispose of the Amuli assets within the near future. The decision was informed by Amuli’s poor historic record of performance and the reduced focus of the Company’s management on the business of Amuli. The Purchase Price reflects the determination by the Company’s management and Board to effect the Disposition on an accelerated timeline, which would allow the Company to disclose the Disposition within this Quarterly Report on Form 10-Q and reduce expenses related to the Company’s ongoing reporting obligations. On the date of, but prior to, filing this Quarterly Report on Form 10-Q, the parties executed the Amuli Agreement and the board of directors of each of the Company, Huaxin, Xing Rui and Amuli approved the Disposition.

The Company incurred legal expenses of approximately $4,000 and incurred no other financial charges in connection with the Disposition. The Company does not anticipate incurring additional expenses or financial charges in connection with the Disposition.

22

Item 6. Exhibits

Exhibit Number	Description
10.1	Share Purchase Agreement dated November 19, 2018, by and between Huaxin Changrong (Shenzhen) Technology Service Co., Ltd., Shenzhen Amuli Industrial Development Company Limited, and Ms. An Wen Hui.
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.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.

 

23

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 21, 2018	/s/ DS Chang
	Ding-Shin “DS” Chang
	President, Chief Executive Officer and Director
	(Principal Executive Officer)

24

EX-10.1

EXHIBIT 10.1

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (this “Agreement”) is made and entered into as of November 19, 2018 by and among Huaxin Changrong (Shenzhen) Technology Service Co., Ltd., a company registered in the People’s Republic of China (PRC) (the “Seller”), Ms. An Wen Hui 安纹慧, a citizen of the PRC (the “Purchaser”), and Shenzhen Amuli Industrial Development Company Limited, a company registered in the PRC (the “Company”). The Purchaser, the Company and the Seller are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.

The Parties agree as follows:

ARTICLE I.

THE SHARE PURCHASE AND SALE; CLOSING

The closing of the transactions contemplated by this Agreement (“Closing”) shall occur on November 19, 2018, or at such other date, time or place as the Purchaser and the Sellers may agree (the date of such Closing, the “Closing Date”). At the Closing and subject to and upon the terms and conditions of this Agreement, the Seller shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the issued and outstanding equity interests of the Company held by the Seller, being 60% of the total issued and outstanding equity of the Company, free and clear of all liens (the “Seller Shares”). In exchange for the Seller Shares, the Purchaser will pay to the Seller a purchase price of seven (7) Chinese Yuan. At the Closing, the Seller and the Purchaser shall obtain, issue and deliver all necessary documents and approvals to effect the sale of Seller Shares.

ARTICLE II.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Sellers as follows:

2.1 Authorization; Binding Agreement. The Purchaser has all requisite power and authority to execute and deliver this Agreement, to perform the Purchaser’s obligations hereunder and to consummate the transactions contemplated hereby.

2.2 Governmental Approvals. No consent of or with any governmental authority, on the part of the Purchaser is required to be obtained or made in connection with the execution, delivery or performance by the Purchaser of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby.

2.3 Compliance with Laws. The Purchaser is in compliance with all laws applicable to the Purchaser and the Agreement.

2.4 Independent Investigation. The Purchaser acknowledges and agrees that: (a) in making her decision to enter into this Agreement and to consummate the transactions contemplated hereby, the Purchaser has relied solely upon her own investigation and the express representations and warranties of the Seller set forth in Article III; and (b) the Seller has not made any representation or warranty as to the Seller or this Agreement, except as expressly set forth in Article III.

1

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represents and warrants to the Purchaser as follows:

3.1 Due Organization and Good Standing. The Company is validly existing and in good standing under the Laws of the PRC and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company has all requisite power and authority to own, lease and operate his properties and to carry on his business as now being conducted

3.2 Authorization; Binding Agreement. The Seller has all requisite power, authority and legal right and capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms.

3.3 Capitalization and Ownership. The Seller is the legal (registered) and beneficial owner of the Seller Shares free and clear of any liens. The Seller Shares are validly issued and fully paid. Upon transfer of the Seller Shares to the Purchaser on the Closing Date in accordance with this Agreement, the entire legal and beneficial interest in the Seller Shares, free and clear of all liens, will pass to the Purchaser.

3.4 Title to and Sufficiency of Assets. The Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its assets, free and clear of all liens other than liens specifically identified on the Company financial statements or disclosed to the Purchaser.

ARTICLE IV.

COVENANTS.

Each Party shall use its commercially reasonable efforts, and shall cooperate fully with the other Parties, to take all actions and to do all things necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement.

ARTICLE V.

SURVIVAL; CLOSING CONDITIONS.

All representations and warranties of the Sellers and Purchaser contained in this Agreement (including all documents provided by the Parties in connection with this Agreement) shall survive the Closing through and until the second anniversary of the Closing Date. The obligations of each Party to consummate the transactions described herein shall be subject to (i) the truth and accuracy of each Party’s representations and warranties made and delivered by each Party, and (ii) no material adverse effect shall have occurred with respect to the Company.

ARTICLE VI.

TERMINATION AND EXPENSES.

This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing by mutual written consent of the Purchaser and the Seller. In the event of the valid termination of this Agreement pursuant to this Article VI, this Agreement shall forthwith become void, and there shall be no liability on the part of any Party or any of their respective representatives, and all rights and obligations of each Party shall cease.

2

ARTICLE VII.

MISCELLANEOUS.

7.1 Notices. Any notice or other communication required or permitted under this Agreement shall be deemed to have been duly given and made if (i) in writing and served by personal delivery upon the Party for whom it is intended, (ii) if delivered by facsimile or electronic mail with receipt confirmed (including by receipt of confirmatory electronic mail from recipient), or (iii) if delivered by certified mail, registered mail, courier service, return-receipt received to the Party at the addresses provided by each Party within or separately from this Agreement.

7.2 Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the Purchaser and the Seller.

7.3 Arbitration. In the event of any dispute, controversy or claim arising out of or relating to this Agreement, such dispute, controversy or claim shall be the subject of an arbitration proceeding in Hong Kong.

7.4 Governing Law. The entry into and the variation, interpretation, implementation and termination of this Agreement shall be governed by the laws of Hong Kong.

7.5 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED.

7.6 Amendment. This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by the Purchaser and the Seller.

7.7 Entire Agreement. This Agreement and the documents or instruments referred to herein, including any exhibits, annexes and schedules attached hereto, which exhibits, annexes and schedules are incorporated herein by reference, embody the entire agreement and understanding of the Parties hereto in respect of the subject matter contained herein.

7.8 Interpretation. This Agreement may be set forth in English and Chinese language, and the English language version shall control over the Mandarin language version.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

3

IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be signed and delivered by its respective duly authorized officer as of the date first written above.

The Seller:
Huaxin Changrong (Shenzhen) Technology Service Co., Ltd., a PRC company
By:
Name:	Liu Xu 刘旭
Title:	Director
The Purchaser:
Ms. An Wen Hui 安纹慧, a citizen of the People’s Republic of China
By:
Name:	Ms. An Wen Hui 安纹慧
The Company:
Shenzhen Amuli Industrial Development Company Limited, a PRC company
By:
Name:	Xu Xiaoyun 徐晓云
Title:	Director

[Signature page to Share Purchase Agreement]

4

EX-31.1

EXHIBIT 31.1

I, DS Chang, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 of Resort Savers, Inc.;
2	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 21, 2018

/s/ DS Chang

Ding-Shin “DS” Chang

President, Chief Executive Officer and Director

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

I, Patrick Tan, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 of Resort Savers, Inc.;
2	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 21, 2018

/s/ Patrick Tan

Boon Jin “Patrick” Tan

Chief Financial Officer, Treasurer and Director

(Principal Financial Officer and

Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

SECTION 1350 CERTIFICATIONS

This Certificate is being delivered pursuant to the requirements of Section 1350 of Chapter 63 (Mail Fraud) of Title 18 (Crimes and Criminal Procedures) of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

The undersigned, who is the Chief Executive Officer of Resort Savers, Inc. (the “Company”), hereby certifies to his knowledge as follows:

The Quarterly Report on Form 10-Q of the Company, which accompanies this Certificate, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and all information contained in this Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 21, 2018	/s/ DS Chang
	Ding-Shin “DS” Chang
	President, Chief Executive Officer and Director
	(Principal Executive Officer)
	Resort Savers, Inc.

EX-32.2

EXHIBIT 32.2

SECTION 1350 CERTIFICATIONS

This Certificate is being delivered pursuant to the requirements of Section 1350 of Chapter 63 (Mail Fraud) of Title 18 (Crimes and Criminal Procedures) of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

The undersigned, who is the Chief Financial Officer of Resort Savers, Inc. (the “Company”), hereby certifies to his knowledge as follows:

The Quarterly Report on Form 10-Q of the Company, which accompanies this Certificate, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and all information contained in this Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 21, 2018	/s/ Patrick Tan
	Boon Jin “Patrick” Tan
	Chief Financial Officer, Treasurer and Director
	(Principal Financial Officer and Principal Accounting Officer)
	Resort Savers, Inc.

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 19, 2018
Document And Entity Information [Abstract]
Entity Registrant Name	Resort Savers, Inc.
Entity Central Index Key	0001572384
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Emerging Growth Company	true
Entity Small Business	true
Is Entity's Reporting Status Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		520,976,241
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2018
Entity-Ex-Transition-Period	false

XML

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Current Assets
Cash and cash equivalents	$ 47,546	$ 2,301
Accounts receivable	1,109,480	129,435
Inventory	94,238	124,343
Prepaid and Other current assets	41,706	76,103
Amount due from related parties	19,353,466	157,863
Assets held for sale	86,096
Total Current Assets	20,732,532	490,045
Plant and Equipment, net	575,555	760,278
Goodwill	3,199,594
TOTAL ASSETS	24,507,681	1,250,323
Current Liabilities
Accounts payable	1,042,486	22,517
Accrued liabilities and other payable	96,090	58,388
Deferred revenue	141,625	163,418
Due to related parties	14,054,400	136,070
Tax payable	173,976	34,191
Liabilities held for sale	505,485
Total Current Liabilities	16,014,062	414,584
Deferred tax liabilities	57,224	78,414
TOTAL LIABILITIES	16,071,286	492,998
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value; 15,000,000 shares authorized; no shares issued and outstanding
Common stock, $0.0001 par value; 1,000,000,000 shares authorized; 520,976,241 and 74,976,241 shares issued and outstanding	52,098	40,000
Additional paid-in capital	8,941,210	1,166,475
Accumulated deficit	(194,858)	(464,343)
Accumulated other comprehensive income (loss)	(374,445)	15,193
Total Resort Savers, Inc. stockholders' equity	8,424,005	757,325
Non-controlling interest	12,390
Total equity	8,436,395	757,325
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 24,507,681	$ 1,250,323

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2018	Dec. 31, 2017
STOCKHOLDERS' EQUITY
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, share authorized	15,000,000	15,000,000
Preferred stock, share issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	520,976,241	74,976,241
Common stock, shares outstanding	520,976,241	74,976,241

XML

Consolidated Statements of Operations and Other Comprehensive Income (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Consolidated Statements Of Operations And Other Comprehensive Income
Revenue	$ 3,800	$ 27,258	$ 299,200	$ 621,552
Revenue from related party	10,227,279		14,714,437
Cost of goods sold	9,518,335	1,984	13,999,521	192,007
Gross Profit	712,744	25,274	1,014,116	429,545
Operating Expenses
General and administrative	90,638	91,117	400,806	796,123
Professional fees	22,214	26,053	45,051	26,053
Loss on disposal and impairment of plant and equipment	95,955	6,928	95,955	6,928
Total Operating Expenses	208,807	124,098	541,812	829,104
Income (Loss) From Operations	503,937	(98,824)	472,304	(399,559)
Other Expense
Other income	1,352	39,352	4,024	97,540
Other loss	(458)		(14,212)
Interest expense			(88,315)
Total Other Income Expenses	894	39,352	(98,503)	97,540
Income (Loss) Before Income Taxes	504,831	(59,472)	373,801	(302,019)
Provision for income taxes	(103,345)	(2,266)	(101,553)	21,027
Loss from continuing operations	401,486	(61,738)	272,248	(280,992)
Discontinued operations, net of income taxes	(3,615)		(4,559)
Net Income (Loss)	397,871	(61,738)	267,689	(280,992)
Net (income) loss attributable to the non-controlling interest	1,418		1,796
Net Income (Loss) Attributable To The Shareholders Of Resort Savers, Inc.	399,289	(61,738)	269,485	(280,992)
Other Comprehensive Income (Loss)
Foreign currency translation adjustments	(184,252)	17,999	(375,452)	43,459
Total Comprehensive Income (Loss)	213,619	(43,739)	(107,763)	(237,533)
Comprehensive (income) loss attributable to the non-controlling interest	(12,768)		(12,390)
Total Comprehensive Income (Loss) Attributable to the Shareholders Of Resort Savers, Inc.	$ 200,851	$ (43,739)	$ (120,153)	$ (237,533)
Basic and Diluted Loss per Common Share	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Basic and Diluted Weighted Average Common Shares Outstanding	520,976,241	400,000,000	459,614,364	400,000,000

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ 267,689	$ (280,992)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation	80,091	75,055
Bad debt	7,755
Loss on disposal of plant and equipment	31,392	6,928
Impairment loss on plant and equipment	64,563
Amortization of discount	100,000
Changes in operating assets and liabilities:
Amount due from related parties	(20,005,085)	6,776
Accounts receivable	23,502,328	(334)
Inventories	28,096	128,448
Prepaid and Other current assets	60,862	(114,816)
Accounts payable	(109,291)	13,780
Deferred revenue	(41,243)	20,397
Amount due to related parties	(3,434,881)
Tax payable	114,614	(23,872)
Accrued liabilities and other payable	32,984	(87,238)
Net cash provided by (used in) operating activities	699,874	(255,868)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash received through business acquisition	88,738
Purchase of plant and equipment	(550)	(2,263)
Proceeds from disposal of plant and equipment	4,596	8,923
Loans to related party	(21,009)
Net cash provided by investing activities	71,775	6,660
CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft
Repayment of short-term loan	(934,800)
Loans from related parties	163,587	242,839
Repayments of loans from related parties	(120,402)	(33,106)
Net cash (used in) provided by financing activities	(891,615)	209,733
Effects on changes in foreign exchange rate	202,228	2,058
Net change in cash and cash equivalents	82,262	(37,417)
Cash and cash equivalents - beginning of period	2,301	51,492
Cash and cash equivalents - end of period	84,563	(14,075)
Cash and cash equivalents - end of period consists of:
Cash for continuing operations	47,546
Cash for assets held for sale	37,017
Supplemental Cash Flow Disclosures
Cash paid for interest
Cash paid for income taxes
Non-Cash Investing and Financing Activity:
Debt forgiveness by related party	104,949
Common stock issued for conversion of debt	100,000
Beneficial conversion feature	$ 100,000

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ORGANIZATION AND DESCRIPTION OF BUSINESS

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

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.

Admall Share Exchange and Recapitalization

Admall Sdn. Bhd.

On May 16, 2018, the Company closed the acquisition of Admall Sdn. Bhd., a limited liability company incorporated in Malaysia (“Admall”) by way of share exchange (the “Admall Acquisition”). The Company effected the Admall Acquisition pursuant to the terms of that certain Share Exchange Agreement (the “Admall Agreement”), dated February 9, 2018, by and between the Company, Admall, and Mr. Boon Jin “Patrick” Tan, an individual who prior to the closing of the Admall Acquisition held 100% of the outstanding equity interests of Admall. See Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities Exchange Commission on February 9, 2018, which is incorporated herein by reference, for a detailed description of the Admall Agreement.

At the closing of the Admall Acquisition, the Company acquired 100% of the outstanding equity interests of Admall from Mr. Tan, and the Company issued 400,000,000 shares of its common stock, par value $0.0001 per share (“Common Stock”) to Mr. Tan, which at the time of closing represented approximately 81.47% of the Company’s issued and outstanding Common Stock. As a result, Mr. Tan became a stockholder of the Company and Admall became a wholly-owned subsidiary of the Company. For federal income tax purposes, the Admall Acquisition was intended to qualify as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended.

For financial accounting purposes, the Admall Agreement has been accounted for as a reverse acquisition by Admall and resulted in a recapitalization of the Company, with Admall being the accounting acquirer and the Company as the acquired entity. The consummation of the Admall Agreement resulted in a change of control of RSSV. Accordingly, the historical financial statements prior to the acquisition are those of the accounting acquirer, Admall, and have been prepared to give retroactive effect to the reverse acquisition completed on May 16, 2018 and represent the operations of Admall.

As a result of the above, these consolidated financial statements represent Admall as the accounting acquirer (legal acquiree) and RSSV, from May 16, 2018 forward, as the accounting acquiree (legal acquirer), and the legal capital stock (number and type of equity interests issued) is that of RSSV, the legal parent, in accordance with guidance on reverse acquisitions accounted for as a business combination. Therefore, the Company recognized goodwill of $3,199,594.

Change in Fiscal Year

On July 3, 2018, our Board of Directors approved a change in our Fiscal Year End from January 31 to December 31, and the Company’s bylaws were immediately amended subsequent to the decision. The Company now operates on a fiscal year ending on December 31.

Reverse Stock Split

On July 3, 2018, our Board of Directors approved a reverse one-for-thirty (1-for-30) stock split (the “Reverse Split”) of the Company’s issued and outstanding Common Stock. The Reverse Split will have no effect on the number of authorized Common Stock of the Company, nor will it effect the authorized or issued and outstanding shares of preferred stock, par value $0.0001 per share (“Preferred Stock”), since the Company has no shares of Preferred Stock issued or outstanding. The Reverse Split will take effect upon approval by the Financial Industry Regulatory Authority (“FINRA”). No adjustments have been made to the financial statements as a result of the Reverse Split.

Name Change

On July 3, 2018, our Board of Directors approved a change in corporate name of the Company from Resort Savers, Inc. to SGCI Group Holding, Inc. (the “Name Change”). The Name Change will be effective upon approval by FINRA.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

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 interim 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.

The amounts shown in these financial statements for periods prior to May 16, 2018 are those of Admall. For the period from May 16, 2018 through September 30, 2018, the amounts shown in these financial statements are the consolidated results of the Company including its wholly owned subsidiary, Admall.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Form 8-K/A filed on November 11, 2018. The results of operations for the periods ended September 30, 2018 and the same period last year are not necessarily indicative of the operating results for the full years. In the opinion of management, the unaudited consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented, all such adjustments were of a normal and recurring nature, with the exception of the recapitalization related to the reverse acquisition transaction that occurred on May 16, 2018 which of a non-recurring nature.

Principles of Consolidation

At September 30, 2018, 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

Shenzhen Amuli Industrial Development Company Limited (“Amuli”) *(1)

October 1, 2015

60

%

the PRC

Huaxin

Beverage Producer

December 31

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

January 29, 2016 May 16, 2018

51 49

% %

the PRC

Huaxin

Trading of oil products

December 31

__________

*	The English names used are translated only.
(1)	Please see Part II, Item 5 (Other Information) in this Quarterly Report on Form 10-Q for a description of the November 19, 2018 disposition of Amuli.

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

Use of Estimates

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, 2018, one customer, who is a related party, accounted for 98% of revenues from related party.

As of September 30, 2018, one customer accounted for approximately 81% of accounts receivable, one customer accounted for 98% of accounts receivable – related party, two vendors account for approximately 96% of accounts payable, two vendors account for approximately 98% of accounts payable – related parties.

Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, prepaid expenses and deposits, amount due from related parties, accounts payable and accrued liabilities, short-term loan, deferred revenue and due to related parties. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

Inventory

Inventories, consisting of raw material, are primarily accounted for using the first-in-first-out (“FIFO”) method of accounting. Inventories are measured at the lower of cost and net realizable value. The Company estimates the net realizable value of inventories based on an assessment of expected sales prices. Demand levels and pricing competition could change from time to time. If such factors result in an adverse effect on the Company’s products, the Company might be required to reduce the value of its inventories.

Property and equipment

Fixed assets are recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The useful lives are as follows:

Computer and software	3 years
Furniture and fittings	6 years
Office equipment	4 years
Plant and machinery	5 ~ 10 years
Renovation	3.3 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.

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 nine months ended September 30, 2018 and 2017, the Company did not impair any long-lived assets.

Revenue Recognition

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

· identify the contract with a customer;

· identify the performance obligations in the contract;

· determine the transaction price;

· allocate the transaction price to performance obligations in the contract; and

· recognize revenue as the performance obligation is satisfied.

Income Taxes and Deferred Taxes

Tax expense in profit or loss comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination or items recognized directly in equity or other comprehensive income.

Deferred tax is recognized using the liability method for all temporary differences between the carrying amounts of assets and liabilities in the statement of financial position and their tax bases. Deferred tax is not recognized for the temporary differences arising from the initial recognition of goodwill, the initial recognition of assets and liabilities in a transaction which is not a business combination and that affects neither accounting nor taxable profit or loss. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the end of the reporting period.

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.

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GOING CONCERN

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

NOTE 3. GOING CONCERN

The Company’s 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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ACCOUNTS RECEIVABLE

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

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, 2018 and December 31, 2017. For the nine months ended September 30, 2018 and 2017, the Company recorded bad debt of $7,755 and $0, respectively. The Company’s accounts receivable consists of only trade receivables from customers which are unrelated to the Company. Trade receivables from customers which are related to the Company are categorized in amount due from related parties (Note 11). As at September 30, 2018 and December 31, 2017, the Company had accounts receivable of $1,109,480 and $129,435, respectively.

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INVENTORIES

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

NOTE 5. INVENTORIES

Inventories at September 30, 2018 and December 31, 2017 consist of the following:

	September 30,		December 31,
	2018		2017
Finished goods	$	94,238	$	124,343

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PREPAID AND OTHER CURRENT ASSETS

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

NOTE 6. PREPAID AND OTHER CURRENT ASSETS

Prepaid expense and other current assets at September 30, 2018 and December 31, 2017 consist of the following

	September 30,		December 31,
	2018		2017
Other receivables	$	2,659	$	3,250
Deposits		433		13,961
Prepaid expenses		38,614		58,892
	$	41,706	$	76,103

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PLANT AND EQUIPMENT

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

NOTE 7. PLANT AND EQUIPMENT

Plant and equipment at September 30, 2018 and December 31, 2017 consist of the following:

	September 30,			December 31,
	2018			2017
Cost:
Computer and software	$	77,102		$	93,893
Furniture and fittings		4,289			39,969
Office equipment		5,159			42,799
Plant and machinery		962,081			738,662
Renovation		-			48,978
		1,048,631			964,301
Less: accumulated depreciation		(473,076	)		(204,023	)
Equipment, net	$	575,555		$	760,278

During the nine months ended September 30, 2018 and 2017, the Company recorded depreciation of $80,091 and $75,055, respectively.

During the nine months ended September 30, 2018 and 2017, the Company acquired assets of $550 and $2,263, respectively, and sold assets for $4,596 and $8,923, respectively and recorded loss on sales of assets of $31,392 and $6,928, respectively.

During the nine months ended September 30, 2018 and 2017, the Company recorded an impairment loss of $64,563 and $0, respectively.

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ACCRUED LIABILITIES AND OTHER PAYABLE

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

NOTE 8. ACCRUED LIABILITIES AND OTHER PAYABLE

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

	September 30,		December 31,
	2018		2017
Accrued expenses	$	43,652	$	35,121
Deposit received		242		308
Other payables		52,196		22,959
	$	96,090	$	58,388

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SHORT-TERM LOAN

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

NOTE 9. 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 interest rate is 0.5% per month. The loan is secured by 48.83% shares of Tieshan Oil held by Mr. Yang Baojin (“Mr. Yang”). The Loan was due on October 7, 2017 and the outstanding amount of $789,500 (RMB 5,000,000) is currently in default. The Company believes that the carrying value of the equity interest in Tieshan Oil, which is a financial instrument, and which has been pledged by Mr. Yang as collateral for the loan is sufficient to underlie the loan, and the Company has not been requested to add any additional credit enhancements.

During the nine months ended September 30, 2018, the Company repaid $934,800 (RMB 6,000,000). On September 30, 2018 and December 31, 2017, the Company had a short-term loan balance of $0.

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CONVERTIBLE NOTE

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

NOTE 10. CONVERTIBLE NOTE

Onn May 21, 2018, the Company issued the convertible note of $100,000 with a conversion price of one-third of one cent to the related party to repay related party contribution. The convertible note is non-bearing interest and due on May 21, 2019. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $100,000.

On May 30, 2018, the note was fully converted into 30,000,000 shares of common stock.

During the nine months ended September 30, 2018, the Company recognized amortization of discount of $100,000.

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STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

NOTE 11. STOCKHOLDERS' EQUITY

The capitalization of the Company consists of the following classes of capital stock as of September 30, 2018:

Preferred Stock

The Company has authorized 15,000,000 shares of preferred stock with a par value of $0.0001 per share. The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. No shares of preferred stock have been issued.

Common Stock

The Company has authorized 1,000,000,000 shares of common stock with a par value of $0.0001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

During the nine months ended September 30, 2018, the Company issued 30,000,000 shares of common stock for conversion of debt of $100,000.

As at September 30, 2018 and December 31, 2017, the Company had 520,976,241 and 400,000,000 common shares issued and outstanding.

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

Additional Paid-In Capital

During the nine months ended September 30, 2018, related parties contributed additional paid-in capital in the amount of $104,494, to fund operating expenses and related party contribution of $100,000 was cancelled (see Note 9).

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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

NOTE 12. RELATED PARTY TRANSACTIONS

Revenue and receivable

During the nine months ended September 30, 2018, the Company generated revenue from related parties of $14,714,437, which were related company under common control with the Company.

The Company’s amount due from related parties consist of the followings:

	September 30,		December 31,
	2018		2017
Accounts receivable	$	19,177,766	$	-
Loan to related parties		175,700		157,863
	$	19,353,466	$	157,863

Accounts payable, other liabilities and loans

As of September 30, 2018, and December 31, 2017, Due to related parties consist of the follows;

	September 30,		December 31,
	2018		2017
Accounts payable	$	13,755,131	$	-
Accrued liabilities and other		16,469		-
Loan from related parties		282,800		136,070
	$	14,054,400	$	136,070

Contribution

During the nine months ended September 30, 2018, related parties, who are shareholders of the Company, forgave debt, in the amount of $104,494 for payments made on behalf of the Company for operating expenses. The amount has been recognized as a contribution to capital.

During the nine months ended September 30, 2018, $100,000 recorded as a contribution to capital was cancelled (see Note 9)

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

NOTE 13. COMMITMENTS AND CONTINGENCIES

On August 23, 2016, Amuli entered into a lease agreement for office space in Shenzhen city, Guangdong Province, P.R.C. commencing on August 23, 2016 for a three-year lease term. The monthly rental expense is approximately $6,762 (RMB 42,526).

As of December 31, 2017, the outstanding lease commitments are:

Year 1	$	81,140
Year 2		47,332
	$	128,472

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SEGMENTED INFORMATION

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

NOTE 14. SEGMENTED INFORMATION

At September 30, 2018, the Company operates in two industry segments, health beverage and oil and gas, and two geographic segments, Malaysia and China, where majority current assets and equipment are located.

Segment assets and liabilities as of September 30, 2018 and December 31, 2017 were as follows:

September 30, 2018	Holding Company		Oil and gas		Nutritional Services		Health beverage – Assets and liabilities held for sale			Total Consolidated
Assets
Current assets	$	4,860	$	19,817,523	$	824,053	$	86,096		$	20,732,532
Non-current assets		1,219,807		1,983,442		571,900		-			3,775,149
Liabilities
Current liabilities		91,762		14,914,942		501,873		505,485			16,014,062
Long term liabilities		-		-		57,224		-			57,224
Net assets (liabilities)	$	1,132,905	$	6,886,023	$	836,856	$	(419,389	)	$	8,436,395

December 31, 2017	Holding Company		Health beverage		Oil and gas		Nutritional Services		Total Consolidated
Assets
Current assets	$	-	$	-	$	-	$	490,045	$	490,045
Non-current assets		-		-		-		760,278		760,278
Liabilities
Current liabilities		-		-		-		414,584		414,584
Long term liabilities		-		-		-		78,414		78,414
Net assets (liabilities)	$	-	$	-	$	-	$	757,325	$	757,325

Segment revenue and net loss for the three and nine months ended September 30, 2018 and 2017 were as follows:

Nine Months Ended September 30, 2018	Holding Company			Oil and gas			Nutritional Services			Health beverage – discontinued operations			Total Consolidated
Revenue	$	-		$	-		$	299,200		$	-		$	299,200
Revenue from related parties		-			14,411,155			303,282			-			14,714,437
Cost of goods sold		-			(13,940,996	)		(58,525	)		-			(13,999,521	)
Operating expenses		(37,811	)		(31,706	)		(472,295	)		-			(541,812	)
Other income (expenses)		(100,000	)		(1,572	)		3,069			-			(98,503	)
Provision for income taxes		(1,653	)		(120,697	)		20,797			-			(101,553	)
Loss from discontinued operations		-			-			-			(4,559	)		(4,559	)
Net income (loss)	$	(139,464	)	$	316,184		$	95,528		$	(4,559	)	$	267,689

Nine Months Ended September 30, 2017	Holding Company		Oil and gas		Nutritional Services			Health beverage – discontinued operations		Total Consolidated
Revenue	$	-	$	-	$	621,552		$	-	$	621,552
Cost of goods sold		-		-		(192,007	)		-		(192,007	)
Operating expenses		-		-		(829,104	)		-		(829,104	)
Other income (expenses)		-		-		97,540			-		97,540
Provision for income taxes		-		-		21,027			-		21,027
Net loss	$	-	$	-	$	(280,992	)	$	-	$	(280,992	)

Three Months Ended September 30, 2018	Holding Company			Oil and gas			Nutritional Services			Health beverage – discontinued operations			Total Consolidated
Revenue	$	-		$	-		$	3,800		$	-		$	3,800
Revenue from related parties		-			9,923,997			303,282			-			10,227,279
Cost of goods sold		-			(9,516,994	)		(1,341	)		-			(9,518,335	)
Operating expenses		(14,027	)		(19,579	)		(175,201	)		-			(208,807	)
Other income (expenses)		-			497			397			-			894
Provision for income taxes		(1,653	)		(101,692	)		-			-			(103,345	)
Loss from discontinued operations		-			-			-			(3,615	)		(3,615	)
Net income (loss)	$	(15,680	)	$	286,229		$	130,937		$	(3,615	)	$	397,871

Three Months Ended September 30, 2017	Holding Company		Oil and gas		Nutritional Services			Health beverage – discontinued operations		Total Consolidated
Revenue	$	-	$	-	$	27,258		$	-	$	27,258
Cost of goods sold		-		-		(1,984	)		-		(1,984	)
Operating expenses		-		-		(124,098	)		-		(124,098	)
Other income (expenses)		-		-		39,352			-		39,352
Provision for income taxes		-		-		(2,266	)		-		(2,266	)
Net loss	$	-	$	-	$	(61,738	)	$	-	$	(61,738	)

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ASSETS/LIABILITIES HELD FOR SALE

3 Months Ended

Sep. 30, 2018

Notes to Financial Statements

NOTE 15. –ASSETS/LIABILITIES HELD FOR SALE

On November 19, 2018, the Company entered into the share purchase agreement to sell 60% of the total issued and outstanding equity of Amuli. In exchange for the shares, the Company will receive a purchase price of seven (7) Chinese Yuan. The Purchaser shall become the majority equity owner of the Amuli and the Company shall have no further interest in Amuli.

The following table shows the results of operations of Amuli for the three and nine months ended September 30, 2018 and 2017 which are included in the loss from discontinued operations:

	Three months ended
	September 30,
	2018			2017
Revenue	$	-		$	-
General and administrative		(3,615	)		-
Total Other Income Expenses		-			-
Loss from discontinued operations	$	(3,615	)	$	-

	September 30,
	2018			2017
Revenue	$	-		$	-
General and administrative		(4,559	)		-
Total Other Income Expenses		-			-
Loss from discontinued operations	$	(4,559	)	$	-

The following table summarizes the carrying amounts of the assets and liabilities held for sale,

	September 30,		December 31,
Assets held for sale	2018		2017
Cash and cash equivalents	$	37,107	$	-
Accounts receivable		1,217		-
Prepaid and Other current assets		47,772		-
Total	$	86,096	$	-

	September 30,		December 31,
Liabilities held for sale	2018		2017
Accounts payable	$	24,735	$	-
Accrued liabilities and other payable		42,688		-
Deferred revenue		261,512		-
Due to related parties		176,550		-
Total	$	505,485	$	-

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

NOTE 16. 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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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2018

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 interim 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.

The amounts shown in these financial statements for periods prior to May 16, 2018 are those of Admall. For the period from May 16, 2018 through September 30, 2018, the amounts shown in these financial statements are the consolidated results of the Company including its wholly owned subsidiary, Admall.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Form 8-K/A filed on November 11, 2018. The results of operations for the periods ended September 30, 2018 and the same period last year are not necessarily indicative of the operating results for the full years. In the opinion of management, the unaudited consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented, all such adjustments were of a normal and recurring nature, with the exception of the recapitalization related to the reverse acquisition transaction that occurred on May 16, 2018 which of a non-recurring nature.

Principles of Consolidation

At September 30, 2018, 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

Shenzhen Amuli Industrial Development Company Limited (“Amuli”) *(1)

October 1, 2015

60

%

the PRC

Huaxin

Beverage Producer

December 31

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

January 29, 2016 May 16, 2018

51 49

% %

the PRC

Huaxin

Trading of oil products

December 31

__________

*	The English names used are translated only.
(1)	Please see Part II, Item 5 (Other Information) in this Quarterly Report on Form 10-Q for a description of the November 19, 2018 disposition of Amuli.

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

Use of Estimates

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, 2018, one customer, who is a related party, accounted for 98% of revenues from related party.

As of September 30, 2018, one customer accounted for approximately 81% of accounts receivable, one customer accounted for 98% of accounts receivable – related party, two vendors account for approximately 96% of accounts payable, two vendors account for approximately 98% of accounts payable – related parties.

Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, prepaid expenses and deposits, amount due from related parties, accounts payable and accrued liabilities, short-term loan, deferred revenue and due to related parties. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

Inventory

Inventories, consisting of raw material, are primarily accounted for using the first-in-first-out (“FIFO”) method of accounting. Inventories are measured at the lower of cost and net realizable value. The Company estimates the net realizable value of inventories based on an assessment of expected sales prices. Demand levels and pricing competition could change from time to time. If such factors result in an adverse effect on the Company’s products, the Company might be required to reduce the value of its inventories.

Property and equipment

Fixed assets are recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The useful lives are as follows:

Computer and software	3 years
Furniture and fittings	6 years
Office equipment	4 years
Plant and machinery	5 ~ 10 years
Renovation	3.3 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.

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 nine months ended September 30, 2018 and 2017, the Company did not impair any long-lived assets.

Revenue Recognition

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

· identify the contract with a customer;

· identify the performance obligations in the contract;

· determine the transaction price;

· allocate the transaction price to performance obligations in the contract; and

· recognize revenue as the performance obligation is satisfied.

Income Taxes and Deferred Taxes

Tax expense in profit or loss comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination or items recognized directly in equity or other comprehensive income.

Deferred tax is recognized using the liability method for all temporary differences between the carrying amounts of assets and liabilities in the statement of financial position and their tax bases. Deferred tax is not recognized for the temporary differences arising from the initial recognition of goodwill, the initial recognition of assets and liabilities in a transaction which is not a business combination and that affects neither accounting nor taxable profit or loss. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the end of the reporting period.

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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2018

Summary Of Significant Accounting Policies Tables Abstract

Schedule of summary of principal subsidiaries of the company

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

Shenzhen Amuli Industrial Development Company Limited (“Amuli”) *(1)

October 1, 2015

60

%

the PRC

Huaxin

Beverage Producer

December 31

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

January 29, 2016 May 16, 2018

51 49

% %

the PRC

Huaxin

Trading of oil products

December 31

Schedule of property and equipment estimated useful lives

Computer and software	3 years
Furniture and fittings	6 years
Office equipment	4 years
Plant and machinery	5 ~ 10 years
Renovation	3.3 years

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INVENTORIES (Tables)

9 Months Ended

Sep. 30, 2018

Inventories Tables Abstract

Schedule of Inventory

Inventories at September 30, 2018 and December 31, 2017 consist of the following:

	September 30,		December 31,
	2018		2017
Finished goods	$	94,238	$	124,343

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PREPAID AND OTHER CURRENT ASSETS (Tables)

9 Months Ended

Sep. 30, 2018

Prepaid And Other Current Assets

Prepaid expense and other current assets

	September 30,		December 31,
	2018		2017
Other receivables	$	2,659	$	3,250
Deposits		433		13,961
Prepaid expenses		38,614		58,892
	$	41,706	$	76,103

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PLANT AND EQUIPMENT (Tables)

9 Months Ended

Sep. 30, 2018

Name Of Jurisdiction

Schedule of property and equipment

	September 30,			December 31,
	2018			2017
Cost:
Computer and software	$	77,102		$	93,893
Furniture and fittings		4,289			39,969
Office equipment		5,159			42,799
Plant and machinery		962,081			738,662
Renovation		-			48,978
		1,048,631			964,301
Less: accumulated depreciation		(473,076	)		(204,023	)
Equipment, net	$	575,555		$	760,278

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ACCRUED LIABILITIES AND OTHER PAYABLE (Tables)

9 Months Ended

Sep. 30, 2018

Bay Worxrail Llc [Member]

Schedule Of Accounts Payable And Accrued Liabilities

	September 30,		December 31,
	2018		2017
Accrued expenses	$	43,652	$	35,121
Deposit received		242		308
Other payables		52,196		22,959
	$	96,090	$	58,388

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RELATED PARTY TRANSACTIONS (Tables)

9 Months Ended

Sep. 30, 2018

Related Party Transactions

Schedule Of Due from RelatedPartyTransaction

	September 30,		December 31,
	2018		2017
Accounts receivable	$	19,177,766	$	-
Loan to related parties		175,700		157,863
	$	19,353,466	$	157,863

Schedule Of Due to RelatedPartyTransaction

	September 30,		December 31,
	2018		2017
Accounts payable	$	13,755,131	$	-
Accrued liabilities and other		16,469		-
Loan from related parties		282,800		136,070
	$	14,054,400	$	136,070

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COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2018

Commitments And Contingencies

Outstanding lease commitments

Year 1	$	81,140
Year 2		47,332
	$	128,472

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SEGMENTED INFORMATION (Tables)

9 Months Ended

Sep. 30, 2018

Segmented Information

Schedule of Segment Reporting Information

September 30, 2018	Holding Company		Oil and gas		Nutritional Services		Health beverage – Assets and liabilities held for sale			Total Consolidated
Assets
Current assets	$	4,860	$	19,817,523	$	824,053	$	86,096		$	20,732,532
Non-current assets		1,219,807		1,983,442		571,900		-			3,775,149
Liabilities
Current liabilities		91,762		14,914,942		501,873		505,485			16,014,062
Long term liabilities		-		-		57,224		-			57,224
Net assets (liabilities)	$	1,132,905	$	6,886,023	$	836,856	$	(419,389	)	$	8,436,395

December 31, 2017	Holding Company		Health beverage		Oil and gas		Nutritional Services		Total Consolidated
Assets
Current assets	$	-	$	-	$	-	$	490,045	$	490,045
Non-current assets		-		-		-		760,278		760,278
Liabilities
Current liabilities		-		-		-		414,584		414,584
Long term liabilities		-		-		-		78,414		78,414
Net assets (liabilities)	$	-	$	-	$	-	$	757,325	$	757,325

Segment revenue and net loss for the three and nine months ended September 30, 2018 and 2017 were as follows:

Nine Months Ended September 30, 2018	Holding Company			Oil and gas			Nutritional Services			Health beverage – discontinued operations			Total Consolidated
Revenue	$	-		$	-		$	299,200		$	-		$	299,200
Revenue from related parties		-			14,411,155			303,282			-			14,714,437
Cost of goods sold		-			(13,940,996	)		(58,525	)		-			(13,999,521	)
Operating expenses		(37,811	)		(31,706	)		(472,295	)		-			(541,812	)
Other income (expenses)		(100,000	)		(1,572	)		3,069			-			(98,503	)
Provision for income taxes		(1,653	)		(120,697	)		20,797			-			(101,553	)
Loss from discontinued operations		-			-			-			(4,559	)		(4,559	)
Net income (loss)	$	(139,464	)	$	316,184		$	95,528		$	(4,559	)	$	267,689

Nine Months Ended September 30, 2017	Holding Company		Oil and gas		Nutritional Services			Health beverage – discontinued operations		Total Consolidated
Revenue	$	-	$	-	$	621,552		$	-	$	621,552
Cost of goods sold		-		-		(192,007	)		-		(192,007	)
Operating expenses		-		-		(829,104	)		-		(829,104	)
Other income (expenses)		-		-		97,540			-		97,540
Provision for income taxes		-		-		21,027			-		21,027
Net loss	$	-	$	-	$	(280,992	)	$	-	$	(280,992	)

Three Months Ended September 30, 2018	Holding Company			Oil and gas			Nutritional Services			Health beverage – discontinued operations			Total Consolidated
Revenue	$	-		$	-		$	3,800		$	-		$	3,800
Revenue from related parties		-			9,923,997			303,282			-			10,227,279
Cost of goods sold		-			(9,516,994	)		(1,341	)		-			(9,518,335	)
Operating expenses		(14,027	)		(19,579	)		(175,201	)		-			(208,807	)
Other income (expenses)		-			497			397			-			894
Provision for income taxes		(1,653	)		(101,692	)		-			-			(103,345	)
Loss from discontinued operations		-			-			-			(3,615	)		(3,615	)
Net income (loss)	$	(15,680	)	$	286,229		$	130,937		$	(3,615	)	$	397,871

Three Months Ended September 30, 2017	Holding Company		Oil and gas		Nutritional Services			Health beverage – discontinued operations		Total Consolidated
Revenue	$	-	$	-	$	27,258		$	-	$	27,258
Cost of goods sold		-		-		(1,984	)		-		(1,984	)
Operating expenses		-		-		(124,098	)		-		(124,098	)
Other income (expenses)		-		-		39,352			-		39,352
Provision for income taxes		-		-		(2,266	)		-		(2,266	)
Net loss	$	-	$	-	$	(61,738	)	$	-	$	(61,738	)

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ASSETS/LIABILITIES HELD FOR SALE (Tables)

3 Months Ended

Sep. 30, 2018

Assetsliabilities Held For Sale

Schedule of assets/Liabilities held for sale

	Three months ended
	September 30,
	2018			2017
Revenue	$	-		$	-
General and administrative		(3,615	)		-
Total Other Income Expenses		-			-
Loss from discontinued operations	$	(3,615	)	$	-

	September 30,
	2018			2017
Revenue	$	-		$	-
General and administrative		(4,559	)		-
Total Other Income Expenses		-			-
Loss from discontinued operations	$	(4,559	)	$	-

The following table summarizes the carrying amounts of the assets and liabilities held for sale,

	September 30,		December 31,
Assets held for sale	2018		2017
Cash and cash equivalents	$	37,107	$	-
Accounts receivable		1,217		-
Prepaid and Other current assets		47,772		-
Total	$	86,096	$	-

	September 30,		December 31,
Liabilities held for sale	2018		2017
Accounts payable	$	24,735	$	-
Accrued liabilities and other payable		42,688		-
Deferred revenue		261,512		-
Due to related parties		176,550		-
Total	$	505,485	$	-

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ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended
	May 16, 2018	Sep. 30, 2018	Feb. 09, 2018	Dec. 31, 2017
State of incorporation		Nevada
Date of Incorporation		Jun. 25, 2012
Goodwill		$ 3,199,594
Reverse Stock Split		one-for-thirty (1-for-30)
Preferred stock, par value		$ 0.0001		$ 0.0001
Common stock, par value		$ 0.0001		$ 0.0001
Admall Sdn Bhd [Member]
Ownership percentage held by Mr. Tan			100.00%
Mr. Tan [Member] | Admal Acquisition [Member]
Business Acquisition, Ownership percentage acquired	100.00%
Business acquisition, consideration transfer shares issued	400,000,000
Business acquisition consideration transferred shares issued, percentage of outstanding shares	81.47%
Common stock, par value	$ 0.0001

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	9 Months Ended
	Sep. 30, 2018
Admall Sdn Bhd [Member]
Accounting Policies [Line Items]
Acquisition Date	May 16, 2018
Ownership	100.00%
Name of Jurisdiction	Malaysia
Investments Held By	RSSV
Nature of operation	Nutritional Services
Fiscal Year	December 31,
Xing Rui International Investment Holding Group Co Ltd [Member]
Accounting Policies [Line Items]
Acquisition Date	Dec. 22, 2014
Ownership	100.00%
Name of Jurisdiction	Seychelles
Investments Held By	RSSV
Nature of operation	Holding Company
Fiscal Year	January 31,
Xing Rui International Investment Group Ltd [Member]
Accounting Policies [Line Items]
Acquisition Date	Dec. 22, 2014
Ownership	100.00%
Name of Jurisdiction	Hong Kong, the PRC
Investments Held By	Xing Rui
Nature of operation	Holding Company
Fiscal Year	January 31,
Huaxin Changrong Shenzhen Technology Service Co Ltd [Member]
Accounting Policies [Line Items]
Acquisition Date	Aug. 27, 2015
Ownership	100.00%	[1]
Name of Jurisdiction	the PRC
Investments Held By	Xing Rui
Nature of operation	Holding Company
Fiscal Year	December 31,
Shenzhen Amuli Industrial Development Company Ltd [Member]
Accounting Policies [Line Items]
Acquisition Date	Oct. 01, 2015
Ownership	60.00%	[1],[2]
Name of Jurisdiction	the PRC
Investments Held By	Huaxin
Nature of operation	Beverage Producer
Fiscal Year	December 31,
Beijing Yandong Tieshan Oil Products Co Ltd One [Member]
Accounting Policies [Line Items]
Acquisition Date	Jan. 29, 2016
Ownership	51.00%	[1]
Name of Jurisdiction	the PRC
Investments Held By	Huaxin
Nature of operation	Trading of oil products
Fiscal Year	December 31,
Beijing Yandong Tieshan Oil Products Co Ltd Two [Member]
Accounting Policies [Line Items]
Acquisition Date	May 16, 2018
Ownership	49.00%	[1]
Name of Jurisdiction	the PRC
Investments Held By	Huaxin
Nature of operation	Trading of oil products
Fiscal Year	December 31,

[1] The English names used are translated only.

[2] Please see Part II, Item 5 (Other Information) in this Quarterly Report on Form 10-Q for a description of the November 19, 2018 disposition of Amuli.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1)	9 Months Ended
	Sep. 30, 2018
Computer and Software [Member]
Accounting Policies [Line Items]
Estimated useful lives	3 years
Furniture and Fittings [Member]
Accounting Policies [Line Items]
Estimated useful lives	6 years
Office Equipment [Member]
Accounting Policies [Line Items]
Estimated useful lives	4 years
Plant and Machinery [Member] | Minimum [Member]
Accounting Policies [Line Items]
Estimated useful lives	5 years
Plant and Machinery [Member] | Maximum [Member]
Accounting Policies [Line Items]
Estimated useful lives	10 years
Renovation [Member]
Accounting Policies [Line Items]
Estimated useful lives	3 years 3 months 18 days

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - Customer Concentration Risk [Member] - Tieshan Oil [Member]	9 Months Ended
	Sep. 30, 2018 Number
Accounts Payable Related Party [Member]
Accounting Policies [Line Items]
Number of vendors	2
Concentration risk, percentage	98.00%
Accounts Payable [Member]
Accounting Policies [Line Items]
Number of vendors	2
Concentration risk, percentage	96.00%
Sales Revenue, Net [Member]
Accounting Policies [Line Items]
Number of customers	1
Concentration risk, percentage	98.00%
Accounts Receivable [Member]
Accounting Policies [Line Items]
Number of customers	1
Concentration risk, percentage	81.00%
Accounts Receivable Related Party [Member]
Accounting Policies [Line Items]
Number of customers	1
Concentration risk, percentage	98.00%

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ACCOUNTS RECEIVABLES (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Accounts Receivables
Accounts receivable	$ 1,109,480		$ 129,435
Bad debt	$ 7,755

XML

INVENTORIES (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Inventories Details Abstract
Finished goods	$ 94,238	$ 124,343

XML

PREPAID AND OTHER CURRENT ASSETS (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Prepaid And Other Current Assets Details Abstract
Other receivables	$ 2,659	$ 3,250
Deposits	433	13,961
Prepaid expenses	38,614	58,892
Total Prepaid expense and other current assets	$ 41,706	$ 76,103

XML

PLANT AND EQUIPMENT (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Cost	$ 1,048,631	$ 964,301
Less: accumulated depreciation	(473,076)	(204,023)
Equipment, net	575,555	760,278
Computer and Software [Member]
Cost	77,102	93,893
Furniture and Fittings [Member]
Cost	4,289	39,969
Office Equipment [Member]
Cost	5,159	42,799
Plant and Machinery [Member]
Cost	962,081	738,662
Renovation [Member]
Cost		$ 48,978

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PLANT AND EQUIPMENT (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Plant And Equipment
Depreciation	$ 80,091	$ 75,055
Purchase of plant and equipment	(550)	(2,263)
Proceeds from disposal of plant and equipment	4,596	8,923
Loss on disposal of plant and equipment	31,392	6,928
Impairment loss on plant and equipment	$ 64,563

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ACCRUED LIABILITIES AND OTHER PAYABLE (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Baojin [Member]
Accrued expenses	$ 43,652	$ 35,121
Deposit received	242	308
Other payables	52,196	22,959
Accrued liabilities and other payable	$ 96,090	$ 58,388

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SHORT-TERM LOAN (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Short-term loan	$ 0		$ 0
Repayment of short-term loan	$ 934,800
RMB [Member]
Short term interest rate per month	0.50%
Outstanding short-term loan	$ 789,500
Repayment of short-term loan	$ (934,800)
Tieshan Oil [Member]
Secured loan percentage	48.83%
Short -term loan due date	Oct. 07, 2017

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CONVERTIBLE NOTE (Details Narrative) - USD ($)	1 Months Ended		9 Months Ended
	May 30, 2018	May 21, 2018	Sep. 30, 2018	Sep. 30, 2017
Beneficial conversion feature			$ 100,000
Debt discounts			$ 100,000
Convertible Notes Payable [Member]
Convertible note issued		$ 100,000
Conversion price description		One-third of one cent to the related party to repay related party contribution
Debt due date		May 21, 2019
Debt conversion converted instrument, shares issued	30,000,000

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STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Preferred stock, shares authorized	15,000,000		15,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001		$ 0.0001
Preferred stock, share issued	0		0
Preferred stock, outstanding	0		0
Common stock, shares authorized	1,000,000,000		1,000,000,000
Common stock, par value (in dollars per share)	$ 0.0001		$ 0.0001
Common stock, shares issued	520,976,241		74,976,241
Common stock, shares outstanding	520,976,241		74,976,241
Related party's contribution to additional paid-in capital	$ 104,494
Common stock, voting right	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
Common stock issued for conversion of debt	$ 100,000
Related party contribution cancelled	$ 100,000
Convertible Debt [Member]
Debt conversion converted instrument, shares issued	30,000,000

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RELATED PARTY TRANSACTIONS (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Related Party Transactions Details Abstract
Accounts receivable	$ 19,177,766
Loan to related parties	175,700	157,863
Amount due from related parties	$ 19,353,466	$ 157,863

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RELATED PARTY TRANSACTIONS (Details 1) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Related Party Transactions Details 1Abstract
Accounts payable	$ 13,755,131
Accrued liabilities and other	16,469
Loan from related parties	282,800	136,070
Due to related parties	$ 14,054,400	$ 136,070

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Related Party Transactions Details Narrative Abstract
Revenue from related parties	$ 10,227,279		$ 14,714,437
Debt forgiven by related parties			104,494
Related party contribution cancelled			$ 100,000

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COMMITMENTS AND CONTINGENCIES (Details)	Dec. 31, 2017 USD ($)
Commitments And Contingencies Details Abstract
Year 1	$ 81,140
Year 2	47,332
Total	$ 128,472

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COMMITMENTS AND CONTINGENCIES (Details Narrative)	1 Months Ended
	Aug. 23, 2016 USD ($)
Commitments And Contingencies Details Narrative Abstract
Monthly rental expense	$ 6,762
Lease term	3 years

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SEGMENTED INFORMATION (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Assets
Current assets	$ 20,732,532	$ 490,045
Non-current assets	3,775,149	760,278
Liabilities
Current liabilities	16,014,062	414,584
Long term liabilities	57,224	78,414
Net assets (liabilities)	8,436,395	757,325
Oil And Gas [Member]
Assets
Current assets	19,817,523
Non-current assets	1,983,442
Liabilities
Current liabilities	14,914,942
Long term liabilities
Net assets (liabilities)	6,886,023
Nutritional Services [Member]
Assets
Current assets	824,053	490,045
Non-current assets	571,900	760,278
Liabilities
Current liabilities	501,873	414,584
Long term liabilities	57,224	78,414
Net assets (liabilities)	836,856	757,325
Health Beverage Assets And Liabilities Held For Sale [Member]
Assets
Current assets	86,096
Non-current assets
Liabilities
Current liabilities	505,485
Long term liabilities
Net assets (liabilities)	(419,389)
Health Beverage [Member]
Assets
Current assets
Non-current assets
Liabilities
Current liabilities
Long term liabilities
Net assets (liabilities)
Holding Company [Member]
Assets
Current assets	4,860
Non-current assets	1,219,807
Liabilities
Current liabilities	91,762
Long term liabilities
Net assets (liabilities)	$ 1,132,905

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SEGMENTED INFORMATION (Details 1) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Segment Reporting Information [Line Items]
Revenue	$ 3,800	$ 27,258	$ 299,200	$ 621,552
Revenue from related parties	10,227,279		14,714,437
Cost of goods sold	(9,518,335)	(1,984)	(13,999,521)	(192,007)
Operating expenses	(208,807)	(124,098)	(541,812)	(829,104)
Other income (expenses)	894	39,352	(98,503)	97,540
Provision for income taxes	(103,345)	(2,266)	(101,553)	21,027
Loss from discontinued operations	(3,615)		(4,559)
Net loss	399,289	(61,738)	269,485	(280,992)
Oil And Gas [Member]
Segment Reporting Information [Line Items]
Revenue
Revenue from related parties	9,923,997		14,411,155
Cost of goods sold	(9,516,994)		(13,940,996)
Operating expenses	(19,579)		(31,706)
Other income (expenses)	497		(1,572)
Provision for income taxes	(101,692)		(120,697)
Loss from discontinued operations
Net loss	286,229		316,184
Nutritional Services [Member]
Segment Reporting Information [Line Items]
Revenue	3,800	27,258	299,200	621,552
Revenue from related parties	303,282		303,282
Cost of goods sold	(1,341)	(1,984)	(58,525)	(192,007)
Operating expenses	(175,201)	(124,098)	(472,295)	(829,104)
Other income (expenses)	397	39,352	3,069	97,540
Provision for income taxes		(2,266)	20,797	21,027
Loss from discontinued operations
Net loss	130,937	(61,738)	95,528	(280,992)
Health Beverage Discontinued Operations [Member]
Segment Reporting Information [Line Items]
Revenue
Revenue from related parties
Cost of goods sold
Operating expenses
Other income (expenses)
Provision for income taxes
Loss from discontinued operations	(3,615)		(4,559)
Net loss	(3,615)		(4,559)
Total Consolidated [Member]
Segment Reporting Information [Line Items]
Revenue	3,800	27,258	299,200	621,552
Revenue from related parties	10,227,279		14,714,437
Cost of goods sold	(9,518,335)	(1,984)	(13,999,521)	(192,007)
Operating expenses	(208,807)	(124,098)	(541,812)	(829,104)
Other income (expenses)	894	39,352	(98,503)	97,540
Provision for income taxes	(103,345)	(2,266)	(101,553)	21,027
Loss from discontinued operations	(3,615)		(4,559)
Net loss	397,871	(61,738)	267,689	(280,992)
Holding Company [Member]
Segment Reporting Information [Line Items]
Revenue
Revenue from related parties
Cost of goods sold
Operating expenses	(14,027)		(37,811)
Other income (expenses)			(100,000)
Provision for income taxes	(1,653)		(1,653)
Loss from discontinued operations
Net loss	$ (15,680)		$ (139,464)

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ASSETS/LIABILITIES HELD FOR SALE (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Revenue	$ 3,800	$ 27,258	$ 299,200	$ 621,552
General and administrative	90,638	91,117	400,806	796,123
Total Other Income Expenses	894	39,352	(98,503)	97,540
Loss from discontinued operations	(3,615)		(4,559)
Share Purchase Agreement [Member] | Shenzhen Amuli Industrial Development Company Ltd [Member]
Revenue
General and administrative	(3,615)		(4,559)
Total Other Income Expenses
Loss from discontinued operations	$ (3,615)		$ (4,559)

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ASSETS/LIABILITIES HELD FOR SALE (Details 1) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Assets held for sale
Cash and cash equivalents	$ 37,107
Accounts receivable	1,217
Prepaid and Other current assets	47,772
Total	86,096
Liabilities held for sale
Accounts payable	24,735
Accrued liabilities and other payable	42,688
Deferred revenue	261,512
Due to related parties	176,550
Total	$ 505,485

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ASSETS/LIABILITIES HELD FOR SALE (Details Narrative)	9 Months Ended
	Sep. 30, 2018
Share Purchase Agreement [Member] | Shenzhen Amuli Industrial Development Company Ltd [Member]
Share purchase agreement, Description	the Company entered into the share purchase agreement to sell 60% of the total issued and outstanding equity of Shenzhen Amuli Industrial Development Company Limited (“Amuli”). In exchange for the shares, the Company will receive a purchase price of seven (7) Chinese Yuan.