Resort Savers, Inc. (OTCMKTS:RSSV) Files An 8-K Material Modification to Rights of Security HoldersItem 3.03 Material Modification to Rights of Security Holders.
Board and Stockholder Approval of Reverse Stock Split
On July 3, 2018, the board of directors (the “Board”) of Resort Savers, Inc., a Nevada corporation (the “Company”), approved a reverse one-for-thirty (1-for-30) stock split (the “Reverse Split”) of the Company’s issued and outstanding common stock, par value $0.0001 per share (the “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, since the Company has no shares of preferred stock issued or outstanding.
The Reverse Split will be effective following a review by the Financial Industry Regulatory Authority (“FINRA”), which the Company anticipates will be approximately fifteen days following submission of an application for reverse stock split with FINRA. Upon effectiveness of the Reverse Split, the Company will file a Certificate of Change with the Nevada Secretary of State, to Nevada Revised Statute (“NRS”) 78.209. The Reverse Split was approved by the Board and the stockholders of the Company on July 3, 2018.
No fractional shares will be issued in connection with the Reverse Split. Instead, fractional shares will be rounded up to the nearest whole number. No stockholders will receive cash or scrip in lieu of fractional shares. Registered stockholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the post Reverse Split amount. Registered shareholders holding physical common share certificates will receive a letter of transmittal from the Company’s transfer agent, Action Stock Transfer Corp., with specific instructions regarding the exchange of their certificates.
Item 4.01 Changes in Registrant’s Certifying Accountant.
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a) |
Dismissal of previous independent registered public accounting firm |
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(i) |
On July 3, 2018, the officers of the Company delivered to WWC, Professional Corporation (“WWC”), written notice of dismissal of WWC as the Company’s auditor. |
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(ii) |
The Company engaged WWC on December 6, 2017. During the period from December 6, 2017 to July 3, 2018, WWC did not issue a report on the financial statements containing an adverse opinion or a disclaimer of opinion, nor were any reports on the financial statements qualified or modified as to uncertainty, audit scope, or accounting principles. |
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(iii) |
The reports of WWC on the financial statements of our Company for the fiscal years ended January 31, 2017 and January 31, 2016 did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the reports contained an explanatory paragraph stating that there was substantial doubt about our Company’s ability to continue as a going concern. |
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(iv) |
On July 3, 2018 the Board voted, by unanimous written consent, to dismiss WWC as the auditor of the Company. |
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(v) |
During the Company’s most recent fiscal year and through July 3, 2018, the date of dismissal, (a) there were no disagreements with WWC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of WWC would have caused it to make reference to the matter in their reports and (b) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K. |
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(vi) |
On July 6, 2018, the Company provided WWC with a copy of this Current Report on Form 8-K. WWC has agreed with the Company’s assertions as set forth in this Item 4.01 and has furnished the Company with a letter to that effect and addressed to the Securities and Exchange Commission. Such letter is filed as an exhibit to this Current Report on Form 8-K. |
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(b) |
Appointment of new independent registered public accounting firm |
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(i) |
On July 3, 2018, the Board approved the engagement of Total Asia Associates (“TAA”) of Kuala Lumpur, Malaysia as our new independent registered public accounting firm to audit and review the Company’s financial statements. During our two most recent fiscal years, the subsequent interim periods thereto, and through July 3, 2018, the engagement date of TAA, neither the Company, nor someone on its behalf, has consulted TAA regarding either: |
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(ii) |
the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and either a written report was provided to the Company or oral advice was provided that the new independent registered public accounting firm concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or |
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(iii) |
any matter that was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) of Regulation S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K. |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amended and Restated Articles of Incorporation
On July 3, 2018, the Board and the stockholders of the Company, each by executing a written consent, approved of an amended and restated articles of incorporation (the “Restated Articles”), which contain a corporate name change of the Company to SGCI Group Holding, Inc. The officers of the Company plan to file the Restated Articles with the Nevada Secretary of State on approximately July 23, 2018, the date which is approximately fifteen days following completion of review by FINRA of the name change and the aforementioned Reverse Split.
Amended and Restated Bylaws; Change in Fiscal Year
On July 3, 2018, the Company amended and restated its bylaws (the “Restated Bylaws”). The Restated Bylaws of the Company, at Section 5.1, contain a change in fiscal year of the Company. Effective as of July 3, 2018, the date of adoption of the Restated Bylaws, the Company’s fiscal year begins on January 1 and ends on December 31. Prior to the adoption of the Restated Bylaws, the Company’s fiscal year began on February 1 and ended on January 31. The change in fiscal year will be reflected in the Company’s Quarterly Report on form 10-Q for the Quarter Ended June 30, 2018.
A copy of the Restated Bylaws is filed as Exhibit 3.1 to this Current Report on Form 8-K, and the foregoing description of the Restated Bylaws is qualified entirely such exhibit.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Resort Savers, Inc. ExhibitEX-3.1 2 rssv_ex31.htm AMENDED AND RESTATED BYLAWS rssv_ex31.htmEXHIBIT 3.1 AMENDED AND RESTATED BYLAWS OF SGCI GROUP HOLDING,…To view the full exhibit click here
About Resort Savers, Inc. (OTCMKTS:RSSV)
Resort Savers, Inc. makes investments and acquisitions into markets and industries throughout the world. The Company operates through two segments: health beverage, and oil and gas. The Company has invested in a company principally engaged in the development and production of beverages, investment in agricultural business, and import and export of products in the food and beverage industry. It has also invested in a company principally engaged in the trading of oil, gas and lubricant. The Company’s subsidiaries include Xing Rui International Investment Holding Group Co., Ltd. (Xing Rui), Xing Rui International Investment Group Ltd. (Xin Rui HK), Huaxin Changrong (Shenzhen) Technology Service Co., Ltd. (Huaxin), Shenzhen Amuli Industrial Development Company Limited (Amuli) and Beijing Yandong Tieshan Oil Products Co., Ltd. (Tieshan Oil). The Company has not generated any revenues.
