Nevada
|
|
46-1993448
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
1004 Commercial Ave., #509, Anacortes, WA
|
|
98221-4117
|
(Address of principal executive offices)
|
|
(Zip Code)
|
N/A
|
|
N/A
|
Title of Each Class
|
|
Name of Each Exchange On Which Registered
|
Large accelerated filer [ ]
|
Accelerated filer [ ]
|
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
|
Smaller reporting company [X]
|
|
|
Page
|
|
PART I
|
|
Item 1.
|
Business.
|
3
|
Item 1A.
|
Risk Factors.
|
5
|
Item 1B.
|
Unresolved Staff Comments.
|
5
|
Item 2.
|
Properties.
|
5
|
Item 3.
|
Legal Proceedings.
|
5
|
Item 4.
|
Mine Safety Disclosures
|
5
|
|
PART II
|
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
6
|
Item 6.
|
Selected Financial Data.
|
7
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
7
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
9
|
Item 8.
|
Financial Statements and Supplementary Data.
|
10
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
|
24
|
Item 9A.
|
Controls and Procedures.
|
24
|
Item 9B.
|
Other Information.
|
24
|
|
PART III
|
|
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
25
|
Item 11.
|
Executive Compensation.
|
27
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
28
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
29
|
Item 14.
|
Principal Accounting Fees and Services.
|
29
|
|
PART IV
|
|
Item 15.
|
Exhibits.
|
30
|
|
Signatures.
|
31
|
Item
|
Amount
|
|||
Professional fees
|
$
|
14,675
|
||
Website expenses
|
2,000
|
|||
Office & miscellaneous
|
6,000
|
|||
Cash on hand from offering proceeds yet to be allocated
|
29,330
|
|||
|
||||
Total Proceeds
|
$
|
52,005
|
Balance Sheet Date
|
January 31, 2014
|
January 31, 2013
|
||||||
|
|
|
||||||
Cash
|
$
|
30,983
|
$
|
1,064
|
||||
Total Assets
|
$
|
30,983
|
$
|
1,064
|
||||
Total Liabilities
|
$
|
6,005
|
$
|
3,500
|
||||
Stockholders' Equity (Deficit)
|
$
|
24,978
|
$
|
(2,436
|
)
|
|
Year Ended January 31, 2014
|
Period from Inception (June 25, 2012) to January 31, 2013
|
Period from Inception (June 25, 2012) to January 31, 2014
|
|||||||||
|
|
|
|
|||||||||
Revenue
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Operating Expenses:
|
||||||||||||
General and administrative
|
2,128
|
-
|
2,128
|
|||||||||
Professional fees
|
25,468
|
4,987
|
30,455
|
|||||||||
Total Operating Expenses
|
27,596
|
4,987
|
32,583
|
|||||||||
Operating and net loss
|
$
|
(27,596
|
)
|
$
|
(4,987
|
)
|
$
|
(32,583
|
)
|
Working Capital
|
|
|
|
|||||||||
|
At
|
At
|
|
|||||||||
|
January 31,
|
January 31,
|
|
|||||||||
|
2014
|
2013
|
Increase
|
|||||||||
Current Assets
|
$
|
30,983
|
$
|
1,064
|
$
|
29,919
|
||||||
Current Liabilities
|
$
|
6,005
|
$
|
3,500
|
$
|
2,505
|
||||||
Working Capital (Deficiency)
|
$
|
24,978
|
$
|
(2,436
|
)
|
$
|
27,414
|
Cash Flows
|
|
June 25, 2012
|
||||||
|
Year Ended
|
(Inception) to
|
||||||
|
January 31,
|
January 31,
|
||||||
|
2014
|
2013
|
||||||
Net Cash Provided by (Used in) Operating Activities
|
$
|
(25,091
|
)
|
$
|
(1,487
|
)
|
||
Net Cash Used in Investing Activities
|
$
|
-
|
$
|
-
|
||||
Net Cash Provided by Financing Activities
|
$
|
55,010
|
$
|
2,551
|
||||
Net Increase in Cash During the Period
|
$
|
29,919
|
$
|
1,064
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
12
|
|
|
Balance Sheets
|
14
|
|
|
Statements of Operations
|
15
|
|
|
Statement of Stockholders' Equity (Deficit)
|
16
|
|
|
Statements of Cash Flows
|
17
|
|
|
Notes to the Audited Financial Statements
|
18
|
|
DKM Certified Public Accountants
2451 N. McMullen Booth Road, Suite 308
Clearwater Florida 33759-1362
727.444.0931
www.dkmcpas.com
|
Messineo & Co., CPAs LLC
2471 N McMullen Booth Road, Suite 302
Clearwater, FL 33759-1362
T: (518) 530-1122
F: (727) 674-0511
|
|
RESORT SAVERS, INC.
|
(A Development Stage Company)
|
Balance Sheet
|
See auditor's report and notes to the audited financial statements.
|
RESORT SAVERS, INC.
|
(A Development Stage Company)
|
Statements of Operations
|
|
|
June 25, 2012
|
June 25, 2012
|
|||||||||
|
Year Ended
|
(Inception) Through
|
(Inception) Through
|
|||||||||
January 31, 2014
|
January 31, 2013
|
January 31, 2014
|
||||||||||
|
|
|
|
|||||||||
Revenue
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
|
||||||||||||
Operating Expenses
|
||||||||||||
Selling, general and administrative
|
2,128
|
-
|
2,128
|
|||||||||
Professional fees
|
25,468
|
4,987
|
30,455
|
|||||||||
Total Operating Expenses
|
27,596
|
4,987
|
32,583
|
|||||||||
|
||||||||||||
Loss from Operations
|
(27,596
|
)
|
(4,987
|
)
|
(32,583
|
)
|
||||||
|
||||||||||||
Provision for income taxes
|
-
|
-
|
-
|
|||||||||
|
||||||||||||
Net Loss
|
$
|
(27,596
|
)
|
$
|
(4,987
|
)
|
$
|
(32,583
|
)
|
|||
|
||||||||||||
Basic and diluted net loss per common share
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
||||||
|
||||||||||||
Basic and diluted weighted-average common shares outstanding
|
2,304,836
|
503,274
|
See auditor's report and notes to the audited financial statements.
|
RESORT SAVERS, INC.
|
(A Development Stage Company)
|
Statements of Stockholders' Equity (Deficit)
|
For the Period of Inception (June 25, 2012) to January 31, 2014
|
|
|
|
|
Deficit
|
|
|||||||||||||||
|
|
|
|
Acummulated
|
|
|||||||||||||||
|
|
|
Additional
|
During the
|
Total
|
|||||||||||||||
|
Common Stock
|
|
Paid-in
|
Development
|
Stockholders'
|
|||||||||||||||
|
Number of shares
|
Amount
|
Capital
|
Stage
|
Equity
|
|||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Balance - June 25, 2012 (Inception)
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||||||
|
||||||||||||||||||||
Common shares issued for cash at $0.005 per share
|
510,200
|
51
|
2,500
|
-
|
2,551
|
|||||||||||||||
|
||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
(4,987
|
)
|
(4,987
|
)
|
|||||||||||||
Balances - January 31, 2013
|
510,200
|
51
|
2,500
|
(4,987
|
)
|
(2,436
|
)
|
|||||||||||||
|
||||||||||||||||||||
Common shares issued for cash at $0.005 per share
|
1,600,000
|
160
|
7,840
|
-
|
8,000
|
|||||||||||||||
Common shares issued for cash at $0.03 per share
|
1,567,000
|
157
|
46,853
|
-
|
47,010
|
|||||||||||||||
|
-
|
|||||||||||||||||||
Net loss
|
-
|
-
|
-
|
(27,596
|
)
|
(27,596
|
)
|
|||||||||||||
Balances - January 31, 2014
|
3,677,200
|
$
|
368
|
$
|
57,193
|
$
|
(32,583
|
)
|
$
|
24,978
|
See auditor's report and notes to the audited financial statements.
|
RESORT SAVERS, INC.
|
(A Development Stage Company)
|
Statements of Cash Flows
|
|
|
June 25, 2012
|
June 25, 2012
|
|||||||||
|
Year Ended
|
(Inception) Through
|
(Inception) Through
|
|||||||||
January 31, 2014
|
January 31, 2013
|
January 31, 2014
|
||||||||||
|
|
|
|
|||||||||
Cash flows from operating activities:
|
|
|
|
|||||||||
Net income (loss)
|
$
|
(27,596
|
)
|
$
|
(4,987
|
)
|
$
|
(32,583
|
)
|
|||
Adjustments to reconcile net income (loss) to net
|
||||||||||||
cash provided (used) in operating activities:
|
||||||||||||
Changes in assets and liabilities:
|
||||||||||||
Accounts payable
|
1,005
|
-
|
1,005
|
|||||||||
Accrued expenses
|
1,500
|
3,500
|
5,000
|
|||||||||
Net cash provided by (used in) operating activities
|
(25,091
|
)
|
(1,487
|
)
|
(26,578
|
)
|
||||||
|
||||||||||||
Cash flows from investing activities:
|
||||||||||||
Net cash used in investing activities
|
-
|
-
|
-
|
|||||||||
|
||||||||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from issuance of common stock
|
55,010
|
2,551
|
57,561
|
|||||||||
Net cash provided by financing activities
|
55,010
|
2,551
|
57,561
|
|||||||||
|
||||||||||||
Net increase in cash and cash equivalents
|
29,919
|
1,064
|
30,983
|
|||||||||
Cash and cash equivalents at beginning of period
|
1,064
|
-
|
-
|
|||||||||
|
||||||||||||
Cash and cash equivalents at end of period
|
$
|
30,983
|
$
|
1,064
|
$
|
30,983
|
||||||
|
||||||||||||
Supplemental disclosure of cash flow information:
|
||||||||||||
Cash paid during the period for interest
|
$
|
-
|
$
|
-
|
$
|
-
|
See auditor's report and notes to the audited financial statements.
|
·
|
On June 28, 2012, the company issued 510,200 shares to an officer and director at $0.005 per share for $2,551 cash.
|
·
|
On February 18, 2013, the company issued 1,600,000 shares to 2 officers and directors at $0.005 per share for $8,000 cash.
|
·
|
Between November 2013 and December 2013, the Company issued 1,567,000 shares to 26 unaffiliated investors at $0.03 per share for $47,010 cash.
|
|
January 31, 2014
|
January 31,
2013
|
||||||
Income tax expense at statutory rate
|
$
|
(9,383
|
)
|
$
|
(1,700
|
)
|
||
Valuation allowance
|
9.383
|
1,700
|
||||||
Income tax expense per books
|
$
|
-
|
$
|
-
|
|
January 31, 2014
|
January 31,
2013
|
||||||
NOL Carryover
|
$
|
11,078
|
$
|
1,700
|
||||
Valuation allowance
|
(11,078
|
)
|
(1,700
|
)
|
||||
Net deferred tax asset
|
$
|
-
|
$
|
-
|
·
|
On June 28, 2012, the company issued 510,200 shares of common stock to an officer and director at $.005 per share for $2,551 cash.
|
·
|
On February 19, 2013, the company issued 1,600,000 shares of common stock to an officer and director at $.005 per share for $8,000 cash.
|
|
i.
|
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity
|
|
|
|
|
ii.
|
Engaging in any type of business practice; or
|
|
|
|
|
iii.
|
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
|
|
|
|
|
i.
|
Any Federal or State securities or commodities law or regulation; or
|
|
|
|
|
ii.
|
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
|
|
|
|
|
iii.
|
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
|
|
|
|
(a)
|
our principal executive officer;
|
|
|
|
|
(b)
|
each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended January 31, 2014 and
|
|
|
|
|
(c)
|
up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended January 31, 2014.
|
(1)
|
Ms. LaCour has held the positions of President, Chief Executive Officer (CEO), Chief Financial Officer (CFO), and Treasurer, of the Company since June 28, 2012. Ms. LaCour has also held the position of Director since June 26, 2012.
|
|
|
(2)
|
Mr. LaCour has held the position of Director since June 26, 2012 and Secretary since June 28, 2012.
|
Name and Address of Beneficial Owner
|
Amount and Nature of
Beneficial Ownership |
Percentage
of Class (1) |
Michelle LaCour
1004 Commercial Ave., #509
Anacortes, WA 98221-4117
|
1,310,200 common shares
Direct ownership
|
34.1%
|
James LaCour
1004 Commercial Ave., #509
Anacortes, WA 98221-4117
|
800,000 common shares
Direct ownership
|
20.9%
|
Directors and Executive Officers as a Group
(1)
(2 individuals)
|
2,110,200
common shares
|
55.0%
|
(1)
|
Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on April 25, 2014. As of April 25, 2014, there were 3,843,700 shares of our company's common stock issued and outstanding.
|
|
Year Ended
January 31, 2014
|
Year Ended
January 31, 2013
|
||||||
Audit Fees (1)
|
$
|
8,800
|
$
|
3,500
|
||||
Audit Related Fees (2)
|
$
|
0
|
$
|
0
|
||||
Tax Fees (3)
|
$
|
0
|
$
|
0
|
||||
All Other Fees (4)
|
$
|
600
|
$
|
0
|
||||
Total
|
$
|
9,400
|
$
|
3,500
|
|
•
|
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
|
|
•
|
have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
|
|
•
|
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
|
|
•
|
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
|
|
RESORT SAVERS', INC.
|
|
(Registrant)
|
|
|
|
|
Dated: May 1, 2014
|
/s/ Michelle LaCour
|
|
Michelle LaCour
|
|
Chief Executive Officer,
Chief Financial Officer
|
|
(Principal Executive, Financial, and Accounting Officer)
|
|
|
Dated: May 1, 2014
|
/s/ Michelle LaCour
|
|
Michelle LaCour
|
|
President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Director
|
Dated: May 1, 2014
|
/s/ James LaCour
James LaCour
(Secretary and Director)
|
|
1.
|
|
Statement of Policy
|
|
2.
|
|
Implementation and Enforcement
|
|
3.
|
|
Relations with Competitors and Other Third Parties
|
|
4.
|
|
Insider Trading, Securities Compliance and Public Statements
|
|
5.
|
|
Financial Reporting
|
|
6.
|
|
Human Resources
|
|
7.
|
|
Environmental, Health and Safety
|
|
8.
|
|
Conflicts of Interest
|
|
9.
|
|
International Trade
|
|
10.
|
|
Government Relations
|
|
11.
|
|
Contractors, Consultants, and Temporary Workers
|
|
12.
|
|
Conclusion
|
1.
|
STATEMENT OF POLICY
|
2.
|
IMPLEMENTATION AND ENFORCEMENT.
|
3.
|
RELATIONS WITH COMPETITORS AND OTHER THIRD PARTIES.
|
4.
|
INSIDER TRADING, SECURITIES COMPLIANCE AND PUBLIC STATEMENTS.
|
5.
|
FINANCIAL REPORTING.
|
6.
|
HUMAN RESOURCES.
|
7.
|
ENVIRONMENTAL, HEALTH AND SAFETY.
|
8.
|
CONFLICTS OF INTEREST.
|
9.
|
INTERNATIONAL TRADE.
|
10.
|
GOVERNMENT RELATIONS.
|
11.
|
VENDORS, CONTRACTORS, CONSULTANTS AND TEMPORARY WORKERS.
|
12.
|
CONCLUSION.
|
|
______________________________________
|
|
Employee
|
|
Accounting Error
|
|
Accounting Omissions
|
|
Accounting Misrepresentations
|
|
Auditing Matters
|
|
Compliance/Regulation Violations
|
|
Corporate Scandal
|
|
Domestic Violence
|
|
Discrimination
|
|
Embezzlement
|
|
Environmental Damage
|
|
Ethics Violation
|
|
Fraud
|
|
Harassment
|
|
Industrial Accidents
|
|
Misconduct
|
|
Mistreatment
|
|
Poor Customer Service
|
|
Poor Housekeeping
|
|
Sabotage
|
|
Securities Violation
|
|
Sexual Harassment
|
|
Substance Abuse
|
|
Theft
|
|
Threat of Violence
|
|
Unfair Labor Practice
|
|
Unsafe Working Conditions
|
|
Vandalism
|
|
Waste
|
|
Waste of Time and Resources
|
|
Workplace Violence
|
1.
|
I have reviewed this annual report on Form 10-K 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;
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3.
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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;
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4.
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I am 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:
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(a)
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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, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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By:
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s/ Michelle LaCour
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Michelle LaCour
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Chief Executive Officer and Chief Financial Officer
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By:
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/s/ Michelle LaCour
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Michelle LaCour
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Chief Executive Officer and Chief Financial Officer
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