10-Q 1 rjdgreen10q3q13v4.htm FORM 10-Q RJD Green Form 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 May 31, 2013


-OR-


[   ]

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ________ to ________.


Commission File Number: 333-170312


RJD Green, Inc.

(Exact name of registrant as specified in its charter)



 

 

 

Nevada

 

27-1065441

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)



 

 

 

4142 South Harvard, Suite D3

 

 

Tulsa, OK 74135

 

(918) 551-7883

(Address of Principal Executive Offices)

 

(Registrant's telephone number)


Securities registered pursuant to Section 12(b) of the Act: None


Securities registered pursuant to section 12(g) of the Act: None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.         Yes [ ]    No  [x]   


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes [ ]    No [x]


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [x]   No  [ ]


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 (§ 229.405 of this chapter) during the proceeding 12 months (or for such shorter period that the registrant was required to submit and post such files).                         Yes [x]             No  [ ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Rule 12b-2 of the Exchange Act. (Check one):


 

 

 

Large accelerated filer [ ]

 

Accelerated filer                     [ ]

Non-accelerated filer   [ ]

 

Smaller reporting company   [x]


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


The number of outstanding shares of the registrant’s common stock, August 16, 2013:

Common Stock – 425,500,000




DOCUMENTS INCORPORATED BY REFERENCE


  None.


2



Table of Contents

 

 

 

 

 

Page

Part I.

Financial Information

 

 

 

 

Item 1.  

Financial Statements (Unaudited)

 

 

 

 

 

Condensed Balance Sheets as of May 31, 2013 (Unaudited) and August 31, 2012 (Audited)

4

 

 

 

 

Unaudited Condensed Statements of Operations -

 

 

For the Three and Nine Months Ended May 31, 2013 and 2012

5

 

 

 

 

Unaudited Condensed Statements of Cash Flows -

 

 

For the Nine Months Ended May 31, 2013 and 2012

6

 

 

 

 

Notes to unaudited Condensed Financial Statements -

7

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

12

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

13

Item 4.

Controls and Procedures

14

 

 

 

Part II.

Other Information

 

 

 

 

Item 1.

Legal Proceedings

15

Item 1a.

Risk Factors

15

Item 2.

Unregistered Sales of Equity Securities and Proceeds

15

Item 3.

Defaults Upon Senior Securities

15

Item 4.

Mine Safety Disclosure

15

Item 5.

Other Information

15

Item 6.

Exhibits

15

 


Signatures

16


3



RJD GREEN INC

(A DEVELOPMENT STAGE COMPANY)

Condensed Balance Sheets


 

 

May 31, 2013

 

August 31, 2012

Assets:

 

 (Unaudited)

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

Cash

$

     1,161

$

  2,754

Total Assets

$

   1,161

$

   2,754

 

 

 

 

 

Liabilities and Shareholders' Deficit:

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

Due to related party

$

  -   

$

  20,980

Total Liabilities

 

-   

 

 20,980

 

 

 

 

 

Shareholders' Deficit:

 

 

 

 

 

 

 

 

 

Common Stock, 750,000,000 shares authorized (par value $.00001) and 425,000,000 shares issued and outstanding as of May 31, 2013 (Unaudited) and August 31, 2012, respectively

 

 4,255

 

 755

Additional paid in capital

 

   56,325

 

 20,520

Discount on Common Stock

 

  (275)

 

  (275)

Accumulated Deficit

 

 (59,144)

 

  (39,226)

 

 

  1,161

 

 (18,226)

Total Liabilities and Shareholders' Deficit

$

  1,161

$

  2,754


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


4



RJD GREEN INC

(A DEVELOPMENT STAGE COMPANY)

Condensed Statements of Operations


 

 

For the Three Months Ended May 31, 2013

 

For the Three Months Ended May 31, 2012

 

For the Nine Months Ending May 31, 2013

 

For the Nine Months Ending May 31, 2012

 

Cumulative from Sept 10, 2009 (the date of inception) to May 31, 2013

Revenue

$

   565

$

   -   

$

 1,065

$

  -

$

   1,065

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Organization Fees

 

   675

 

    -   

 

 675

 

325

 

  4,182

Filing Fees

 

     -

 

    -   

 

 500

 

  114

 

  923

Legal and audit

 

  10,780

 

   -   

 

 12,765

 

    -

 

 19,047

Professional Services

 

  2,565

 

 4,831

 

  6,863

 

 7,343

 

 35,539

Bank Fees

 

     132

 

  16

 

   180

 

 80

 

   518

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses:

 

 14,152

 

 4,847

 

 20,983

 

 7,862

 

60,209

Loss before income taxes

 

 (13,587)

 

 (4,847)

 

 (19,918)

 

(7,862)

 

 (59,144)

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

     -

 

    -   

 

   -

 

  -

 

    -   

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(13,587)

$

(4,847)

$

 (19,918)

$

(7,862)

$

 (59,144)

 

 

 

 

 

 

 

 

 

 

 

Net loss per share (basic and diluted)

$

   (0.00)

$

(0.00)

$

   (0.00)

$

 (0.00)

 

 

Weighted average common shares (basic and diluted)

 

425,000,000

 

15,990,150

 

425,000,000

 

  15,990,150

 

 


The accompanying notes are an integral part of these condensed financial statements


5



RJD GREEN INC

(A DEVELOPMENT STAGE COMPANY)

Condensed Statements of Cash Flows

(Unaudited)

 

 

For the Nine Months Ending May 31, 2013

 

For the Nine Months Ending May 31, 2012

 

Cumulative since September 10, 2009 (inception) to May 31, 2013

 

 

 

 

 

 

 

Operating Activities

 

 

 

 

 

 

Net loss

$

 (19,918)

$

 (7,862)

$

 (59,144)

Net cash used in operations

 

(19,918)

 

 (7,862)

 

 (59,144)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

Additional paid in capital

 

  13,325

 

 -

 

 13,325

Issuance of Common Stock

 

 -

 

  -

 

 21,000

Borrowing from a related party

 

5,000

 

 8,581

 

 25,980

Net cash provided by  financing activities  

 

 18,325

 

  8,581

 

 60,305

 

 

 

 

 

 

 

Net increase (decrease)

 

  (1,593)

 

 719

 

 1,161

 

 

 

 

 

 

 

Cash at the Beginning of the Period:

 

2,754

 

 1,466

 

 -

 

 

 

 

 

 

 

Cash at the End of the Period

$

 1,161

$

 2,185

$

1,161

 

 

 

 

 

 

 

NON-CASH TRANSACTIONS

 

 

 

 

 

 

Conversion of debt to common shares

$

25,980

$

  -

$

   25,980


The accompanying notes are an integral part of these condensed financial statements


6



RJD GREEN INC.

(A DEVELOPMENT STAGE COMPANY)

Notes to the Condensed Financial Statements (Unaudited)


NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS


RJD Green Inc. (the "Company") was incorporated under the laws of the State of Nevada On September 10, 2009 and has been inactive since inception. The Company intends to develop an Internet based e-commerce venture.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


BASIS OF PRESENTATION - DEVELOPMENT STAGE COMPANY AND GOING CONCERN


The Company has earned minimal revenue from operations since inception. Accordingly, the Company’s activities have been accounted for as those of a "Development Stage Enterprise" as set forth in ASC 915, "Development Stage Entities." Among the disclosures required by ASC 915, are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception.


The Company sustained operating losses and accumulated deficit of $59,144 as of May 31, 2013. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtain additional financing, as may be required.


The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.


USE OF ESTIMATES


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.


7



CASH AND CASH EQUIVALENTS


Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of May 31, 2013 and August 31, 2012, respectively.


FAIR VALUE OF FINANCIAL INSTRUMENTS


The Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 820-10, (formerly SFAS No.157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. FASB ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available.


Level 1:  Quoted prices in active markets for identical assets or liabilities.


Level 2:  Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.


Level 3:  Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.


RECENT ACCOUNTING PRONOUNCEMENTS – Not Adopted


In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements.  


8



INCOME TAXES


Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized.


LOSS PER COMMON SHARE


Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of May 31, 2013 and August 31, 2012, there are no outstanding dilutive securities.


NOTE 3 DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS


The Company received funds from related parties from inception to February 28, 2013 of $25,980 and the amount due does not bear interest and is due on demand. These funds were retired March 18, 2013 by the conversion of debt payable for issuance of 175,000,000 shares (pre – split) of common stock. The issuance resulted in a change of control of the Company.


The Company neither owns nor leases any real or personal property. An officer of the corporation provides office space without charge to the Company.


NOTE 4 COMMON STOCK


The Company is currently issuing only one class of common stock, and this has been issued at two different prices since inception. The Company is authorized to issue 750,000,000 shares of common stock at $0.00001.


As of May 31, 2013, the Company had 425,500,000 common shares issued and outstanding. There were 350,000,000 common shares issued during the nine months ended May 31, 2013.


In October 2009, the Company issued 20,000,000 common shares at $0.0001 per share for $2,000 in cash, resulting in additional paid-in capital of $1,800.


9



In April, 2010, the Company issued 27,500,000 common shares to the owner at a discount of $275 as founder’s shares.


In May 2010, the Company issued 10,000,000 common shares at $0.0001 per share for $1,000 in cash, resulting in additional paid-in capital of $900.


In August, 2010, the Company issued 13,000,000 common shares at $0.1 per share for $13,000 in cash, resulting in additional paid-in capital of $12,870.


In September 2010, the Company issued 5,000,000 common shares at $0.001 per share for $5,000 in cash, resulting in additional paid-in capital of $4,950.


On November 30, 2012, the Company effectuated a fifty to one forward stock split.


On March 18, 2013, the Company issued 350,000,000 common shares to Zahoor Ahmad, for the conversion of debt payable to a related party of $25,980. The issuance resulted in a change of control of the Company


As of March 21, 2013, the Company increased the authorized common shares from 500,000,000 to 750,000,000 common shares.  On March 31, 2013, the Company effectuated a 2 to 1 forward split increasing the outstanding shares of the Company to 425,500,000 common shares.


All shares presented in these condensed interim financial statements and accompanying footnotes has been retroactively adjusted to reflect the increased number of shares resulting from the two forward stock splits effective on November 30, 2012 and March 21, 2013.


NOTE 5 INCOME TAXES


The items accounting for the difference between income taxes computed at the federal statutory rate and the benefit for income taxes were as follow:


 

May 31, 2013

August 31, 2012

Benefit computed at federal statutory rate

34.00%

34.00%

State tax, net of federal tax benefit

0.00%

0.00%

Valuation allowance

(34.00%)

(34.00%)

Effective income tax rate

0.00%

0.00%


Deferred tax assets resulting from the net operating losses are reduced by a valuation allowance, when, in the opinion of management, utilization is not reasonably assured. The following summarizes the deferred tax assets as of May 31, 2013 and August 31, 2012:


10




 

May 31, 2013

August 31, 2012

Deferred tax asset - NOL

$  29,097

$ 9,179

Less: valuation allowance

(29,097)

(9,179)

Net deferred tax asset

$           0

$         0


Due to a potential change in ownership under IRC 382, the amount of net operating loss that the Company may utilize in a future year may be limited under IRC Section 382.


The Company periodically evaluates the likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by a valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not.


The Company considers many factors when assessing the likelihood of future realization of our deferred tax assets, including recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carry-forward periods available to us for tax reporting purposes, and other relevant factors.


At May 31, 2013, based on the weight of available evidence, including cumulative losses in recent years and expectations of future taxable income, the Company determined that it was more likely than not that its deferred tax assets would not be realized.  Accordingly, the Company has recorded a valuation allowance equivalent to 100% of its cumulative deferred tax assets.


As a result of the implementation of certain provisions of ASC 740 the Company performed an analysis of its previous tax filings and determined that there were no positions taken that it considered materially uncertain. Therefore, there was no provision for uncertain tax positions for the nine months ended May 31, 2013 and for the year ended August 31, 2012. Future changes in uncertain tax positions are not expected to have an impact on the effective tax rate due to the existence of the valuation allowance.


11



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


Trends and Uncertainties


There are no known trends, events or uncertainties that have or are reasonably likely to have a material impact on the registrant’s short term or long term liquidity.  Sources of liquidity both internal and external will come from the sale of the registrant’s services and products as well as the private sale of the registrant’s stock.  There are no trends, events or uncertainties that have had or are reasonably expected to have a material impact on the net sales or revenues or income from continuing operations.  There are no significant elements of income or loss that do not arise from the registrant’s continuing operations.  There are no known causes for any material changes from period to period in one or more line items of the registrant’s financial statements. 


Results of Operations

 

For the three months ended May 31, 2013, we received revenues of $565.  We paid $2,565 for professional services, $675 in organizational fees, $10,780 in legal and audit, and $132 in bank fees.  As a result, we had net loss of $13,587 for the three months ended May 31, 2013.


In comparison, for the three months ended May 31, 2012, we did not receive any revenues.  We had professional services fees of $4,831 and bank fees of $16.  As a result, we had net loss of $4,847 for the three months ended May 31, 2012.


For the nine months ended May 31, 2013, we received revenues of $1,065.  We paid $500 in filing fees, $675 in organizational fees, $12,765 in legal and audit fees, $6,863 for professional services, and bank fees of $180.  As a result, we had net loss of $19,918 for the nine months ended May 31, 2013.


In comparison, for the nine months ended May 31, 2012, we did not receive any revenues.  We had organization fees of $325, filing fees of $114, professional services expenses of $7,343, and bank fees of $80.  As a result, we had net loss of $7,863 for the nine months ended May 31, 2012.


The 180% increase in net loss for the three months ended May 31, 2013 compared to the three months ended May 31, 2012, and the 153% increase in net loss for the nine months ended May 31, 2013 compared to the nine months ended May 31, 2012 were caused primarily by the increase in legal and audit, and professional services during this period.  These expenses were accrued as a result of the reporting requirements for a public company.


12



Critical Accounting Policies and Estimates


During the three months ended May 31, 2013 there have been no significant changes in our critical accounting policies.


Recent Accounting Pronouncements


During the three and nine months ended May 31, 2013, there have been no new accounting pronouncements which are expected to significantly impact our consolidated financial statements.


Liquidity and Capital Resources


For the period from September 10, 2009 (inception) through May 31, 2013, we have not conducted any investing activities.


For the nine months ended May 31, 2013, we received $13,325 from additional paid in capital and $5,000 from related party borrowing.  As a result, we had net cash provided by financing activities of $18,325 for the nine months ended May 31, 2013.


For the nine months ended May 31, 2012, we received $8,581 from related party borrowing.  As a result, we had net cash provided by financing activities of $8,581 for the nine months ended May 31, 2012.


On January 20, 2013, the registrant commenced operations as a consultant and website raising awareness of green and efficient building materials and concepts. Currently, their website is live and operational. Furthermore, the registrant has generated revenues from its consulting services to contractors and builders. We currently only have cash assets of $1,161. Therefore, the cash currently available to us may not enable us to continue to market the site to the state in which it will optimally be able to generate material revenues. If we are to generate material revenues prior to needing any additional funding, we will immediately reinvest such revenues into further development our site and deployment of our business plan. We believe that the cash we have available will sustain us for approximately three (3) more months so long as we continuing operating in the manner that we are currently operating.


Item 3. Quantitative and Qualitative Disclosures about Market Risk


Not applicable for smaller reporting companies.


13



Item 4. Controls and Procedures

 

During the period ended May 31, 2013, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Evaluation of Disclosure Controls and Procedures


Under the supervision and with the participation of our management, including our chief executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of May 31, 2013.  Based on this evaluation, our chief executive officer and principal financial officers have concluded such controls and procedures to be effective as of May 31, 2013 to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.


14



Part II.  Other Information


Item 1. Legal Proceeding


The registrant is not a party to, and its property is not the subject of, any material pending legal proceedings.


Item 1A.  Risk Factors


Not applicable to smaller reporting companies.


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


None


Item 6. Exhibits


The following documents are filed as a part of this report:


Exhibit 31* - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32* - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS**   XBRL Instance Document

101.SCH**   XBRL Taxonomy Extension Schema Document

101.DEF**   XBRL Taxonomy Extension Definition Linkbase Document

101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB**   XBRL Taxonomy Extension Label Linkbase Document

101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document

*  Filed herewith

**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

15






SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



RJD Green, Inc.


/s/ Rex Washburn

     Rex Washburn

     Chief Executive Officer


/s/ Mike LaLond

     Mike LaLond

     Chief Financial Officer



Dated: August 16, 2013



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