0001004878-13-000267.txt : 20130911
0001004878-13-000267.hdr.sgml : 20130911
20130911140359
ACCESSION NUMBER: 0001004878-13-000267
CONFORMED SUBMISSION TYPE: S-1/A
PUBLIC DOCUMENT COUNT: 12
FILED AS OF DATE: 20130911
DATE AS OF CHANGE: 20130911
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: RD&G Holdings Corp
CENTRAL INDEX KEY: 0001574147
STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300]
IRS NUMBER: 271431569
STATE OF INCORPORATION: CO
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: S-1/A
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-190054
FILM NUMBER: 131090756
BUSINESS ADDRESS:
STREET 1: 4880 EAST PACIFIC PLACE
CITY: DENVER
STATE: CO
ZIP: 80222
BUSINESS PHONE: 720-833-0600
MAIL ADDRESS:
STREET 1: 4880 EAST PACIFIC PLACE
CITY: DENVER
STATE: CO
ZIP: 80222
S-1/A
1
forms1amd1sept-13.txt
FORM S-1 AMENDMENT NO. 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
Amendment No. 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
R D & G HOLDINGS CORPORATION
-------------------------------------
(Exact name of registrant as specified in its charter)
Colorado
---------------------------------------
(State or other jurisdiction of incorporation or organization)
2300
----------------------------------
(Primary Standard Industrial Classification Code Number)
27-1431569
------------------------------------
(I.R.S. Employer Identification Number)
1885 W. Dartmouth, Unit 1
Englewood, CO 80110
(720) 833-0600
------------------------------------
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Timothy Evans
1885 W. Dartmouth, Unit 1
Englewood, CO 80110
(720) 833-0600
-----------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
As soon as practicable after the effective date of this Registration Statement
------------------------------------------------------------------------------
(Approximate date of commencement of proposed sale to the public)
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed
Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price Fee
---------- ---------- --------- --------- ------------
Common stock (2)
-----------------------------------------------------------------------------
Total 10,000,000 $0.10 $1,000,000 $136
-----------------------------------------------------------------------------
(1) Offering price computed in accordance with Rule 457 (c).
(2) Shares of common stock offered by the Company.
Pursuant to Rule 416, this Registration Statement includes such
indeterminate number of additional securities as may be required for issuance as
a result of any stock dividends, stock splits or similar transactions.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of l933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
PROSPECTUS
R D & G HOLDINGS CORPORATION
Common Stock
10,000,000 shares
By means of this prospectus we are offering for sale up to 10,000,000
shares of common stock at a price of $0.10 per share.
The shares we are offering will be sold directly by our executive officers.
We will not pay any commissions or other form of remuneration in connection with
the sale of these shares.
The offering of our shares is being conducted on a "self-underwritten"
basis. There is no minimum number of shares required to be sold. All proceeds
from the sale of these shares will be delivered directly to us and will not be
deposited in any escrow account. If all shares are sold, we will receive gross
proceeds of $1,000,000. We plan to end the offering on October 31, 2013.
However, we may, at our discretion, end the offering sooner or extend the
offering until December 31, 2013.
As of the date of this prospectus there was no public market for our common
stock. As of the date of this prospectus, an application had not been made to
have our common stock quoted on the OTC Bulletin Board.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. FOR A
DESCRIPTION OF CERTAIN IMPORTANT FACTORS THAT SHOULD BE CONSIDERED BY
PROSPECTIVE INVESTORS, SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THIS
PROSPECTUS.
The date of this prospectus is ___________, 2013
1
SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
DESCRIPTIVE INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS. PROSPECTIVE
INVESTORS SHOULD CAREFULLY READ THE ENTIRE PROSPECTUS AND SHOULD CONSIDER, AMONG
OTHER FACTORS, THE MATTERS SET FORTH UNDER THE "RISK FACTORS."
General
We were incorporated in Colorado in August 2012. We have been in the
business of providing screen printing and embroidery services since 1992. Prior
to August 2012 we operated through RD & G, LLC, a Colorado limited liability
company formed in December 2009. Prior to December 2009 we operated as River
Graphics, Inc. and River Designs, Inc., both Colorado corporations, established
in 1992 and 2002 respectfully. On December 3, 2009 RD&G, LLC acquired River
Graphics and River Designs. On August 3, 2012 we acquired RD&G, LLC Our
executive offices are located at 1885 W. Dartmouth, Unit 1, Englewood, CO 80110.
Our telephone number is 720-833-0600.
Shown below is a chart illustrating our corporate structure and ownership
interest in each subsidiary.
[ RD & G Holdings, Inc. ]
I
[ RD & G, LLC ]
(wholly owned by RD&G Holdings, Inc)
I I
[ River Graphics ] [ River Designs ]
(both wholly owned by RD&G, LLC)
As of August 31, 2013, we had 15,000,000 outstanding shares of common
stock.
The Offering
By means of this prospectus:
We are offering to sell up to 10,000,000 shares of common stock at a price
of $0.10 per share.
2
There is no minimum number of shares required to be sold in this offering
and as a result we cannot guarantee that any funds will be raised in this
offering.
We intend to use the net proceeds, if any, from the sale of the shares we
are offering to expand our operations by purchasing additional equipment, hiring
additional personnel, and improving our warehouse facility.
The purchase of the securities offered by this prospectus involves a high
degree of risk. Risk factors include our history of losses and the need for
additional capital. See "Risk Factors" beginning on page 3 of this prospectus
for additional Risk Factors.
Forward Looking Statements
This prospectus contains various forward-looking statements that are based
on our beliefs as well as assumptions made by and information currently
available to us. When used in this prospectus, the words "believe", "expect",
"anticipate", "estimate" and similar expressions are intended to identify
forward-looking statements. Such statements are subject to certain risks,
uncertainties and assumptions which could cause actual results to differ
materially from our projections or estimates. Factors which could cause actual
results to differ materially are discussed at length under the heading "Risk
Factors". Should one or more of the enumerated risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those anticipated, estimated or projected. Investors
should not place undue reliance on forward-looking statements, all of which
speak only as of the date made.
RISK FACTORS
The securities being offered involve a high degree of risk. Prospective
investors should consider the following risk factors which affect our business
and this offering. These risk factors discuss all material risks which pertain
to an investment in us. If any of the risks discussed below materialize, our
common stock could decline in value or become worthless.
Risk Factors Related to our Business
Our future operations may not be profitable and as a result any investment
in our Company may not have any value. We incurred a net operating loss of
$(63,766) during the six months ended June 30, 2013 and net losses of $(8,775)
and $(152) during the years ended December 31, 2011 and 2012, respectively. We
cannot assure you that, in the future, we can achieve or sustain profitability.
Profits, if any, will depend upon various factors, including whether we will be
able to increase sales and control costs. Unless and until we are profitable, we
will need to continue to raise enough capital to fund the costs of our
operations. There can be no assurance that we will be profitable or that the
securities which may be sold in this offering will have any value.
A fire which occurred in March 2013 has had a material adverse effect on
our operations and has resulted in a loss of revenue which we may never be able
to replace. In March 2013 we experienced a catastrophic fire which destroyed
3
our plant, equipment and inventory, resulting in an extraordinary loss of
$(50,637). As a result of the fire, we were unable to operate during April 2013.
We were only able to operate at 50% capacity between May 2013 and August 2013,
which resulted in the loss of two ASI customers, which may or may not return. As
of September 1, 2013, we had resumed operating at 100% capacity.
Our failure to obtain capital may significantly restrict our proposed
operations which may have a material adverse effect on our business. We need
additional capital to expand our business and pay amounts we have borrowed. Our
offering is being conducted on a "best efforts" basis. There is no minimum
amount which is required to be raised in our offering and all proceeds from the
sale of the shares will be delivered to us. If only a small number of shares are
sold the amount received from this offering may provide us little benefit. In
addition, the price of the stock purchased by investors may be negatively
impacted because there is no minimum amount of shares which are required to be
sold pursuant to this offering. Even if all shares offered are sold, we may need
additional capital. Our issuance of equity or equity-related securities to raise
capital will dilute the ownership interest of existing shareholders.
We do not have any commitments or arrangements from any person to provide
us with any additional capital. If additional financing is not available when
needed, we may need to change our business plan.
The promotional products industry is highly fragmented and competitive and
if we are unable to compete we may not be able to generate income. Certain
competitors in the promotional products industry are affiliated with
significantly larger companies which have greater financial resources than us.
Entry into the promotional products industry is generally not difficult, and new
competitors regularly enter the industry. The promotional products industry also
competes against other advertising media, such as television, radio, newspaper,
magazines, billboards and the Internet.
We may not be able to develop new products and as a result we may not be
able to generate revenue. We believe that the key to our success is our ability
to develop new products. If we are unable to do so, we may not be able to
effectively compete in our industry.
Our future sales could be affected by a number of factors which are beyond
our control. We may have difficulty increasing our sales as the Promotional
Products Industry is highly competitive. Many of our competitors are
substantially larger than we are and have greater financial resources and
broader name recognition. Screen printing and embroidery services may be
purchased from a wide variety of sources. In addition, the Promotional Products
Industry may not be as large as we think and expected growth in this market may
not continue. A decline in the sales of our services could have a material
averse effect on our business.
The loss of either of our officers would adversely affect our business. We
depend on the services of our officers, Larry Parsons and Timothy Evans. We do
not have employment agreements with Mr. Evans or Mr. Parsons and we do not carry
4
key man life insurance on Mr. Evans or Mr. Parsons. The loss or limitation of
Mr. Evans or Mr. Parsons services would have a material adverse effect upon our
business, financial condition and results of operations.
The fact that our auditors have expressed doubt as to our ability to
continue in business may impair our ability to obtain capital. In their report
on our December 31, 2012 financial statements, our auditors expressed
substantial doubt as to our ability to continue as a going concern. This
qualification could impair our ability to finance operations through the sale of
debt or equity securities. Our ability to continue as a going concern will
depend, in large part, on our ability to obtain additional financing and
generate positive cash flow from operations, neither of which is certain. If we
are unable to achieve these goals, our business would be jeopardized and we may
not be able to continue operations. If we are unable to continue operations the
common stock sold in this offering may not have any value.
Ownership could be diluted by future issuances of our stock, options,
warrants or other securities. Ownership in our company may be diluted by future
issuances of capital stock or the exercise of options or warrants, or the
conversion of notes we may issue in the future. In particular, we may sell
securities in the future in order to finance operations, expansions or
particular projects or expenditures without obtaining the approval of the
holders of our common stock.
We could incur increased costs as a result of being a publicly traded
company. As a public company, we will incur significant legal, accounting and
other expenses that we did not incur as a private company. The Sarbanes-Oxley
Act of 2002 ("Sarbanes-Oxley"), as well as rules subsequently implemented by the
Securities and Exchange Commission (the "SEC"), have required changes in
corporate governance practices of public companies. We expect these rules and
regulations to increase our legal and financial compliance costs and to make
some activities more time consuming and/or costly. In addition, as a public
company, we will incur the internal and external costs of preparing and
distributing periodic public reports in compliance with our obligations under
the securities laws.
Risk Factors Related to this Offering
As of the date of this prospectus there was no public market for our common
stock and if no public market develops, purchasers of the shares offered by this
prospectus may be unable to sell their shares. Although we plan to have our
shares quoted on the OTC Bulletin Board after the termination of our offering,
we may not be successful in this regard. Even if a public market for our common
stock develops, trading may be sporadic and the quoted price for our common
stock could be volatile.
Should a market for our common stock ever develop, disclosure requirements
pertaining to penny stocks may reduce the level of trading activity in the
market for our shares and investors may find it difficult to sell their shares.
Trades of our common stock, should a market ever develop, will be subject to
Rule 15g-9 of the Securities and Exchange Commission, which rule imposes certain
requirements on broker/dealers who sell securities subject to the rule to
persons other than established customers and accredited investors. For
transactions covered by the rule, brokers/dealers must make a special
5
suitability determination for purchasers of the securities and receive the
purchaser's written agreement to the transaction prior to sale. The Securities
and Exchange Commission also has rules that regulate broker/dealer practices in
connection with transactions in "penny stocks". Penny stocks generally are
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to
transactions in that security is provided by the exchange or system). The penny
stock rules require a broker/ dealer, prior to a transaction in a penny stock
not otherwise exempt from the rules, to deliver a standardized risk disclosure
document prepared by the Commission that provides information about penny stocks
and the nature and level of risks in the penny stock market. The broker/dealer
also must provide the customer with current bid and offer quotations for the
penny stock, the compensation of the broker/dealer and its salesperson in the
transaction, and monthly account statements showing the market value of each
penny stock held in the customer's account. The bid and offer quotations, and
the broker/dealer and salesperson compensation information, must be given to the
customer orally or in writing prior to effecting the transaction and must be
given to the customer in writing before or with the customer's confirmation.
Because there is no public market for our common stock, the price for the
shares we are offering was arbitrarily established, does not bear any
relationship to our assets, book value or net worth, and may be greater than the
price which investors in this offering may receive when they resell our shares.
Accordingly, the offering price of our common stock should not be considered to
be any indication of the value of our shares. The factors considered in
determining the offering price include our future prospects and the likely
trading price for our common stock if a public market ever develops.
Even if all shares offered by this prospectus are sold, our two officers
and directors will own 60% of our outstanding shares and will be able to
exercise significant control over our operations. As a result, investors in this
offering may not be able to elect any of our directors or adopt any resolution
at any meeting of our shareholders. Refer to the "Principal Shareholders"
section of this prospectus for more information.
DILUTION AND COMPARATIVE SHARE DATA
As of June 30, 2013 we had 15,000,000 outstanding shares of common stock,
which had a negative net tangible book value as of that date of approximately
$(0.04) per share. If all shares we are offering are sold (of which there can be
no assurance), investors will own 10,000,000 shares or 40% of our common stock,
for which they will have paid $1,000,000 and our present shareholders will own
60% of our common stock. If less than all shares offered are sold, the
percentage ownership of the investors in this offering will be less and the
dilution to the investors will be greater than if all shares offered were sold.
The following table illustrates per share dilution and the comparative
stock ownership of our stockholders as compared to the investors in this
offering, based upon the number of shares sold.
6
Shares outstanding as of June 30, 2013 15,000,000 15,000,000 15,000,000 15,000,000
Shares to be sold in this offering 2,500,000 5,000,000 7,500,000 10,000,000
Shares to be outstanding upon completion
of offering 17,500,000 20,000,000 22,500,000 25,000,000
Negative net tangible book value per share
as of June 30, 2013 $ (0.00) $ (0.00) $ (0.00) $ (0.00)
Offering price, per share $ 0.10 $ 0.10 $ 0.10 $ 0.10
Net tangible book value after offering $ 0.01 $ 0.02 $ 0.03 $ 0.04
Dilution to investors in this offering $ 0.09 $ 0.08 $ 0.07 $ 0.06
Gain to existing shareholders $ 0.01 $ 0.02 $ 0.03 $ 0.04
Equity ownership by investors in this offering 14% 25% 33% 40%
Equity ownership by present shareholders
after this offering 86% 75% 67% 60%
We do not have any outstanding options, warrants or similar securities
which could allow for the purchase of additional shares of our common stock.
USE OF PROCEEDS
The following table shows the intended use of the proceeds of this
offering, depending upon the number of shares sold:
Gross Offering Proceeds
$250,000 $500,000 $750,000 $1,000,000
-------- -------- -------- ----------
12-head embroidery machine ($105,000 each) $105,000 $105,000 $210,000
8-head embroidery machine ($65,000 each) 65,000 65,000 65,000 65,000
6 head embroidery machine ($50,000 each) 50,000 50,000 50,000 50,000
Automatic press ($65,000 each) 65,000 65,000 130,000 130,000
Manual press ($15,000 each) 15,000 15,000 45,000
Industrial dryers ($20,000 each) -- -- 40,000 40,000
Computer equipment 15,000 15,000 35,000
Office manager -- 35,000 35,000 35,000
Warehouse manager -- -- -- 35,000
Salary increases and additional personnel (1) -- -- 120,000 180,000
Repayment of debt (2) -- 40,000 40,000 40,000
Marketing -- 40,000 40,000 40,000
Lease additional warehouse space -- -- 25,000 25,000
Offering expenses 70,000 70,000 70,000 70,000
-------- -------- -------- ----------
$250,000 $500,000 $750,000 $1,000,000
======== ======== ======== ==========
7
(1) If $750,000 is raised, our two officers, who are also our two directors,
will receive salary increases of $25,000 each. If $1,000,000 is raised, our
two officers will receive additional salary increases of $25,000 each.
(2) During the year ended December 31, 2012 we borrowed $40,000 from an
unrelated third party. The $40,000 borrowed during 2012 was used for
opening expenses, repayment of debt, and the expenses associated with this
offering, including the audit of our financial statements. The $40,000
borrowed from the third party does not bear interest, is unsecured and is
due on demand.
An embroidery machine is used to sew art work, logos, words and phrases on
hats, t-shirts, and similar types of apparel. A 12-head machine can embroider
twelve items at one time, as opposed to an 8-head machine, which can embroider
eight items at one time or a 6-head machine, which can embroider 6 items at one
time.
Automatic and manual presses are used to screen print art work, logos,
words, and phrases on various types of clothing (hats, t-shirts, sweat shirts,
pullovers, etc.). An automatic press can screen print an item 2 to 3 times
faster than a manual press. An automatic press can also screen print twice as
many colors as a manual press.
If less than $250,000 is raised in this offering, the offering proceeds
will be allocated in the following priority:
o Purchase of embroidery machine (8-head);
o Purchase of automatic press.
The projected expenditures shown above are only estimates or approximations
and do not represent a firm commitment by us. To the extent that the proposed
expenditures are insufficient for the purposes indicated, supplemental amounts
required may be drawn from other categories of estimated expenditures, if
available. For example, and depending on the future development of our business,
we may switch the types of embroidery machines or presses we decide to purchase.
There is no commitment by any person to purchase any of the shares of
common stock which we are offering and there can be no assurance that any shares
will be sold.
As of the date of this prospectus we did not have any commitments from any
person to provide us with any additional capital and there can be no assurance
that additional capital will be available to us in the future.
Pending expenditure of the proceeds of the offering substantially in the
manner described above, we will make temporary investments in interest-bearing
savings accounts, certificates of deposit, United States government obligations
and/or money market instruments.
8
MARKET FOR COMMON STOCK.
Our common stock is not quoted on any exchange and there is no public
trading market for our securities.
As of June 30, 2013, we had 15,000,000 outstanding shares of common stock
and two shareholders of record. None of our outstanding shares of common stock
can be sold pursuant to Securities and Exchange Commission Rule 144. We do not
have any outstanding options, warrants or other arrangements providing for the
issuance of additional shares of our capital stock.
Holders of our common stock are entitled to receive dividends as may be
declared by our Board of Directors. The Board of Directors is not obligated to
declare a dividend. No dividends have ever been declared and we do not
anticipate or intend upon paying dividends for the foreseeable future.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS
Material changes of certain items in our Statement of Operations for the
year ended December 31, 2012, as compared to the same period last year, are
discussed below.
Increase (I)
Item or Decrease (D) Reason
Gross profit, as a
% of sales I Significantly higher contract sales during the
period as opposed to retail sales. In the case
of contract sales, the customer provides the raw
materials. As a result, cost of sales consist
primarily of labor.
Operating expenses I Increase in compensation paid to our officers and
the addition of an employee.
Material changes of certain items in our Statement of Operations for the
six months ended June 30, 2013 as compared to the same period last year, are
discussed below.
Increase (I)
Item or Decrease (D) Reason
Sales D Between April and August 2013 we culd only operate
on a limited basis due to a fire at our plant.
9
Gross profit, as a
% of sales D Use of third parties to fill a portion of
our orders as a result of the March 2013 fire at
our plant.
Operating expenses I Legal and accounting expenses associated with this
offering.
Extraordinary Item I In March 2013 we recorded an extraordinary loss
of $50,637 from fire damage. During the
six-month period ended June 30, 2013 we reported
a net gain of $49,363 resulting from our receipt
in spring 2013 of fire insurance proceeds in the
amount of $100,000.
In March 2013, we experienced a catastrophic fire which destroyed our
plant, equipment and inventory, resulting in an extraordinary loss from of
$50,637. As a result of the fire, we were unable to operate during April 2013.
We were only able to operate at 50% capacity between May 2013 and August 2013,
which resulted in the loss of two of our ASI customers, which may or may not
return. During the six month period ended June 30, 2013 we received fire
insurance proceeds of $100,000. Subsequent to June 30, 2013 we have recovered an
additional $110,400 from our insurance carrier. As of September 1, 2013 we had
replaced all equipment and inventory that was lost in the fire and were
operating at full capacity.
As explained in the "Business" section of this prospectus, we plan to
expand our ASI business since we feel that there is significant growth potential
in the ASI market. However, in order to expand our business we will need to
acquire additional equipment, hire additional personnel and lease additional
space, all of which will depend, in part, upon the amount we are able to raise
in this offering. See the section of this prospectus captioned "Use of Proceeds"
for more information.
Other than the foregoing, we do not know of any trends, events or
uncertainties that have had, or are reasonably expected to have, a material
impact on our sales, revenues or income from continuing operations, or liquidity
and capital resources.
The following is an explanation of our material sources and (uses) of cash
during the years ended December 31, 2013 and 2012:
2011 2012
---- ----
$ $
Cash (used) provided by operations (9,439) 2,760
Purchase of equipment (975) (900)
Capital lease payments (7,748) (8,350)
Loans 50,000 20,000
Loan payments (25,000) (30,000)
10
The following is an explanation of our material resources and (uses) of cash
during the six months ended June 30, 2012 and 2013.
2012 2013
---- ----
$ $
Cash (used) provided by operations 913 737
Capital lease payments (4,098) (4,415)
Loans -- --
Insurance proceeds 100,000
Cash on hand at beginning of the period 13,757 37,267
Our anticipated cash requirements for the twelve-month period ending
September 30, 2014 are as follows:
Office/manufacturing lease $ 33,000
Capital lease payments $ 5,160
Loan repayments $120,000
Subsequent to June 30, 2013 we borrowed an additional $30,000 from the
father of Tim Evans. This loan is due on demand, bears interest at 6% per year,
and is unsecured.
For at least one year following the date of this prospectus we will have
expenses, which we estimate will be at least $25,000, associated with preparing
reports on Forms 10-Q and 10-K.
As of June 30, 2013 we had current assets of $101,546 and total liabilities
of $138,981. Included in total liabilities are advances and notes payable in the
amount of $120,000. If at least $500,000 is raised in this offering, we plan to
use a portion of the offering proceeds to repay advances of $40,000.
We intend to fund our anticipated cash requirements through our operations,
the proceeds from this offering, and/or the private sale of our equity
securities or borrowings from third party lenders. However, we do not have any
commitments or arrangements from any person to provide us with any additional
capital. If additional financing is not available when needed, we may need to
change our business plan. We do not have any plans, arrangements or agreements
to sell or merge with another company.
11
Contractual Obligations
Our material future contractual obligations as of December 31, 2012 were
as follows:
Amounts due during years ending,
Item Total 2013 2014 2015 2016 Thereafter
---- ----- ---- ---- ---- ---- ----------
Office/manufacturing
lease $132,000 $ 33,000 $33,000 $33,000 $33,000 --
Capital lease
payments $ 19,228 $ 5,160 $10,320 -- -- --
Loan repayments $120,000 $120,000 -- -- -- --
Accounting Policies
See Note 1 to the financial statements included as part of this prospectus
for a description of our critical accounting policies.
We have evaluated the potential impact of the adoption of any new
accounting pronouncements and have determined that new accounting pronouncements
will not have a material impact on our financial statements.
BUSINESS
General
We were incorporated in Colorado in August 2012. We have been in the
business of providing screen printing and embroidery services since 1992. Prior
to August 2012 we operated through RD & G, LLC, a Colorado limited liability
company formed in December 2009. Prior to December 2009 we operated as River
Graphics, Inc. and River Designs, Inc., both Colorado corporations, established
in 1992 and 2002 respectfully. On December 3, 2009 RD&G, LLC acquired River
Graphics and River Designs. On August 3, 2012 we acquired RD&G, LLC in exchange
for the issuance of 15,000,000 shares of our common stock to our two officers
and directors.
Unless otherwise indicated, all references to us include River Graphics,
Inc., River Designs, Inc. and RD&G, LLC.
We are in the business of providing screen printing and embroidery services
to the promotion products industry. We have two main components to our business.
The first component focuses on screen printing and embroidering hats, t-shirts
and similar apparel for retail stores and resorts. Our second component focus on
providing screen printing and embroidering services for companies associated
with the Advertising Specialty Institute ("ASI") called ASI Distributors. We
currently have approximately 300 clients between our two business segments, 10
of which are ASI distributors that employ, between them, approximately 100 sales
representatives.
12
A promotional product or advertising specialty is any item imprinted with a
logo or slogan and given out to promote a company, organization, products,
services, special achievement or event. T-shirt, mugs, pens and keys are popular
examples, and just about anything can be imprinted or embroidered. However we
only screen print and embroider apparel, bags and hats.
The advantage advertising specialties have over other media is that they
often have practical or functional use, in addition to being effective
advertising and branding tools. Recipients often keep them and the advertiser
benefits from repeat exposures.
Retailers and Resorts
We have developed an extensive line of customized hunting and fishing
outerwear that we provide for our retail and resort clients, including fishing,
hunting and t-shirt shops located throughout the United States. Our most popular
items under this line are hats and t-shirts.
We apply custom graphics to promotional products using silk-screening and
embroidering. We are also available to assist clients in creating original
artwork.
All of the products that we sell to our retail and resort clients are
manufactured in blank (i.e., without decoration) by third party suppliers
according to our specifications. We then screen print or embroider the products
as they are designed by us and our retail and resort clients to reflect their
brand names, logos, trademarks or other corporate slogans.
We purchase shirts, hats and other blank garments mostly from local
suppliers. Our principal suppliers are:
o Imprints Wholesale;
o Sanmar Corp.;
o Delta Apparel;
o Rivers End Trading;
o Pacific Fly Group;
o Otto Int'l;
o Midwest SP;
o Rockstar;
o Amann USA; and
o Garb Int'l.
ASI and the Promotional Products Business
The ASI is the largest media and marketing organization serving the
promotional products or advertising specialty industry, with a membership of
approximately 33,000 distributors and 3,500 suppliers. Suppliers market their
blank imprintable products to ASI distributors. ASI distributers then market
their designs to end-buyers. Some of the largest end users are healthcare
providers, banks, insurance agencies, pharmaceutical and high technology
companies, soda companies, beer companies, restaurants, sports teams or other
corporations.
13
For this business segment, supplies are delivered to us and we screen print
or embroider each piece as directed by the ASI distributor. We screen print and
embroider for our ASI distributors on a contractual "per piece" basis.
We plan to expand our ASI business since we feel that there is significant
growth potential in the ASI market because distributors can sell products to
virtually every company, large or small and in any part of the United States
that desires to have garments and promotional items with a logo for
advertisement purposes.
We believe that the growth of the industry in recent years has resulted
from the greater acceptance by advertisers of promotional products as an
important form of advertising and an increase in the number of ASI distributors.
Promotional product advertising generally represents a lower cost alternative to
more traditional advertising and, because promotional products are designed for
use or display, they provide repeat exposure of an advertiser's message to a
targeted audience.
However, in order to expand our business we will need to acquire additional
equipment such as screen printing presses, embroidery machines and dryers as
well as hire additional personnel and lease additional space. See the section of
this prospectus captioned "Use of Proceeds" for more information.
Competition
The promotional producer industry and business of screen printing and
embroidery services is highly competitive and fragmented. Numerous distributors
and operators compete for end buyers. In addition, entry into the promotional
products industry is generally not difficult, and new competitors regularly
enter the industry. The promotional products industry also competes against
other advertising media, such as television, radio, newspapers, magazines,
billboards and the Internet. Many of our competitors are substantially larger
than we are and have greater financial resources and broader name recognition.
Our market is highly sensitive to the introduction of new products that may
rapidly capture a significant share of end buyers.
We may not be able to effectively compete in this intensely competitive
environment. In addition, promotional products and screen printing and
embroidery services can be purchased of globally. Our products are relatively
few compared to the wide variety of products offered by many of our competitors.
As a result, our ability to remain competitive depends in part upon the
successful introduction of new products and enhancements of existing products.
Leading competitors in the screen printing and embroidery services business
in the Denver, Colorado metropolitan area include Mile High Embroidery and
Action Screen Printing. Custom ink is our largest national competitor.
14
Product Development
We believe that the key to our success is our ability to expand product
offerings by developing new products, imprinting techniques and by applying
existing imprinting and decorating methods to create new products.
We will continue to work with suppliers and distributors in all product
categories to identify opportunities to add value to best-selling products
without increasing the cost to the distributor.
We also evaluate materials and processes from other industries for
adaptation into our products. Research into emerging imprint technologies,
including digital direct printing, laser imaging, heat applied graphics and
photopolymer through dimensional graphics is ongoing.
New overseas supplier relationships are continually being developed to
decrease costs of existing products and assist in the development of new
products and additional lines.
Distribution
After garments are screen printed or embroidered, we ship the order
directly to customers via third party carriers.
Environmental Matters
Our facilities are subject to federal, state and local environmental laws
and regulations, including those relating to discharges to air, water and land,
the treatment, storage and disposal of solid and hazardous waste and the cleanup
of properties affected by hazardous substances. We believe that we are in
compliance with such laws and regulations and do not anticipate any material
adverse effect on our operations or financial condition as a result of our
efforts to comply with, or our liabilities under, such laws and regulations. We
do not anticipate any material capital expenditures for environmental control
facilities or equipment. Some risk of environmental liability is inherent in our
business, however, and there can be no assurance that material environmental
costs will not arise in the future. In particular, we might incur capital and
other costs to comply with increasingly stringent environmental laws and
enforcement policies. We do not expect such capital and other costs to have a
material adverse effect on our net cash flows.
Employees
As of August 31, 2013 we had six full time employees and no part time
employees. Our full time employees include our officers, Larry Parsons, and
Timothy Evans.
Facilities
Our offices and warehouse are located at 1885 W. Dartmouth, Unit 1,
Englewood, CO 80110 and consist of 5,000 square feet which we rent for
approximately $2,775 per month. The lease on this space expires on July 31,
2016.
15
MANAGEMENT
Name Age Title
---- --- -----
Larry Parsons 65 President, Chief Executive Officer and a Director
Timothy Evans 63 Secretary, Treasurer, Chief Financial and Accounting
Officer and a Director
Larry Parsons has been our President, Chief Executive Officer and a
director since August 2012. Between December 2009 and August 2012 Mr. Parsons
was the managing member of RD & G, LLC. Between April 1992 and December 2009 Mr.
Parsons was the President of River Graphics, Inc. RD&G, LLC (2009-2012) and
River Graphics, Inc. (1992-2009) were both screen printing and embroidery
services businesses.
Timothy Evans has been our Secretary, Treasurer, Chief Financial Officer,
Chief Accounting Officer and a director since August 2012. Between December 2009
and August 2012 Mr. Evans was the managing member of RD & G, LLC. Between
October 2002 and December 2009 Mr. Evans was the President of River Designs,
Inc. R&DG, LLC (2009-2012) and River Designs, Inc. (2002-2009) were both screen
printing and embroidery services businesses.
We believe that Mr. Parsons and Mr. Evans are qualified to serve as
directors due to their experience in the promotional products industry.
Our two directors are not independent as that term is defined in section
803 of the listing standards of the NYSE MKT. None of our directors qualify as a
financial expert as that term is defined by the Securities and Exchange
Commission. We do not believe a financial expert is necessary since our revenues
for the year ended December 31, 2012 were less than $575,000.
We have not adopted a Code of Ethics applicable to our principal executive,
financial, and accounting officers and persons performing similar functions. We
do not believe a Code of Ethics is needed at this time since we have only two
officers.
We do not have a compensation committee. Our two directors serve as our
audit committee.
Our directors are elected to hold office until the next annual meeting of
shareholders and until their successors have been elected and qualified. Our
executive officers are elected by the Board of Directors and hold office until
resignation or removal by the Board of Directors.
Executive Compensation
The following table sets forth in summary form the compensation received
by our officers during the two year period ended December 31, 2012.
16
All Other
Stock Option Compen-
Name and Principal Salary Bonus Awards Awards sation
Position Period (1) (2) (3) (4) (5) Total
------------------ ------ ------- ----- ------ ------ --------- -----
Larry Parsons 2012 $51,300 -- -- -- -- $51,300
President and 2011 $35,300 -- -- -- -- $35,300
Chief Executive
Officer
Timothy Evans 2012 $51,300 -- -- -- -- $51,300
Secretary, Treasurer 2011 $35,300 -- -- -- -- $35,300
and Chief Financial
Officer
We do not have any consulting or employment agreements with any of our
officers or directors. None of the proceeds from this offering will be used to
pay our officers for compensation which is accrued but unpaid as of the date of
this prospectus. As of the date of this prospectus, we have no immediate plans
to pay compensation for past services.
Our board of directors may increase the compensation paid to our officers
depending upon a variety of factors, including the results of our future
operations.
The following table shows the amount which we expect to pay to our
executive officers during the twelve months ending September 30, 2014 and the
amount of time these officers expect to devote to our business.
Percentage of Time
Projected to be Devoted
Name Compensation (1) to Our Operations
Larry Parsons $50,000 100%
Timothy Evans $50,000 100%
(1) If $750,000 is raised in this offering, our two officers will receive
salary increases of $25,000 each. If $1,000,000 is raised, our two officers
will receive additional salary increases of $25,000 each
Stock Options. We have not granted any stock options as of the date of this
prospectus. In the future, we may grant stock options to our officers,
directors, employees or consultants.
Long-Term Incentive Plans. We do not provide our officers or employees with
pension, stock appreciation rights, long-term incentive or other plans and have
no intention of implementing any of these plans for the foreseeable future.
Employee Pension, Profit Sharing or other Retirement Plans. We do not have a
defined benefit, pension plan, profit sharing or other retirement plan, although
we may adopt one or more of such plans in the future.
17
Compensation of Directors. Our directors do not receive any compensation
pursuant to any standard arrangement for their services as directors. Although
our bylaws permit us to pay our directors for attending meetings, we do not
compensate our directors for attending meetings.
Transactions with Related Parties and Recent Sales of Securities
On August 6, 2012 we issued 7,500,000 shares of common stock to Larry
Parsons in exchange for his membership interest in RD&G, LLC and 7,500,000
shares of common stock to Timothy Evans in exchange for his membership interest
in RD&G, LLC.
As of June 30, 2013, we owed Timothy Evans, one of our officers and
directors, $15,000 for amounts he advanced to us. The loan from Mr. Evans is
unsecured, due on demand, and bears interest at 4% per year.
As of June 30, 2013 we owed the father of Timothy Evans $20,000 for amounts
advanced to us. This loan is unsecured, due on demand and bears interest at 6%
per year.
Subsequent to June 30, 2013 we borrowed an additional $30,000 from the
father of Tim Evans. This loan is unsecured, bears interest at 6% per year and
is unsecured.
PRINCIPAL SHAREHOLDERS
The following table shows the ownership of our common stock as of the date
of this prospectus by each shareholder known by us to be the beneficial owner of
more than 5% of our outstanding shares of common stock, each director and
executive officer and all directors and executive officers as a group. Except as
otherwise indicated, each shareholder has sole voting and investment power with
respect to the shares they beneficially own.
Shares Percent of Percent of
Name and Address of Beneficially Class Before Class After
Beneficial Owner Owned Offering Offering (1)
--------------------------- -------------- ------------ ------------
Larry Parsons 7,500,000 50% 30%
1885 W. Dartmouth Ave. #1
Englewood, CO 80110
Timothy Evans 7,500,000 50% 30%
1885 W. Dartmouth Ave. #1
Englewood, CO 80110
All Executive officers
and directors as a
group (2 persons) 15,000,000 100% 60%
(1) Assumes that all shares in this offering are sold. There is no minimum
number of shares to be sold in this offering and as a result there is no
guarantee that any shares will be sold.
18
PLAN OF DISTRIBUTION
By means of this prospectus we are offering to the public up to 10,000,000
shares of our common stock at a price of $0.10 per share. We arbitrarily
determined the $0.10 offering price and this price does not bear any
relationship to our assets, book value or any other generally accepted criteria
of value for investment. There is no minimum number of shares to be sold in this
offering and as a result we cannot guarantee that any funds will be raised in
this offering.
We will offer the shares through our officers, Timothy Evans and Larry
Parsons, on a "best efforts" basis. Timothy Evans and Larry Parsons are not
registered with the Securities and Exchange Commission as brokers or dealers.
Mr. Evans and Mr. Parsons are not required to be registered as brokers or
dealers since neither Mr. Evans nor Mr. Parsons are engaged in the business of
buying or selling securities for others.
In addition, Mr. Evans and Mr. Parsons will be relying on the exemption
provided by Rule 3a4-1 of the Securities and Exchange Commission with respect to
their participation in this offering. Rule 3a4-1 provides, in part, that an
officer of an issuer of securities will not be deemed to be a broker solely by
reason of his participation in the sale of the securities of the issuer if the
officer:
(1) Is not subject to a statutory disqualification, as that term is
defined in Section 3(a)(39) of the Securities Exchange Act of 1934, at the time
of his participation;
(2) Is not compensated in connection with his participation by the payment
of commissions or other remuneration based either directly or indirectly on
transactions in securities;
(3) Is not at the time of his participation an associated person of a
broker or dealer;
(4) The officer primarily performs, or is intended primarily to perform at
the end of the offering, substantial duties for or on behalf of the issuer
otherwise than in connection with transactions in securities;
(5) The officer was not a broker or dealer, or an associated person of a
broker or dealer, within the preceding twelve months; and
(6) The officer does not participate in selling an offering of securities
for any issuer more than once every twelve months.
Mr. Evans and Mr. Parsons meet the requirements of Rule 3a4-1 since
neither of them:
o are subject to a statutory disqualification, as that term is defined
in Section 3(a)(39) of the Securities Exchange Act of 1934;
o will be compensated in connection with their participation in the
offering by the payment of commissions or other remuneration based
either directly or indirectly on the sale of our common stock; and
19
o are an associated person of a broker or dealer.
In addition, both Mr. Evans and Mr. Parsons:
o perform, and will perform at the end of the offering, substantial
duties for or on behalf of us otherwise than in connection with the
offering;
o have not been a broker or dealer, or an associated person of a broker
or dealer, within the preceding twelve months, and
o have not participated in selling an offering of securities for any
issuer during the past twelve months.
We will not employ any brokers or sales agents to sell these shares and we
will not compensate any officer or third party for their participation in this
offering. There is no firm commitment by any person to purchase or sell any of
these shares and there is no assurance that any such shares offered will be
sold. All proceeds from the sale of the shares will be promptly delivered to us.
We plan to end the offering on October 31, 2013. However, we may at our
discretion end the offering sooner or extend the offering to December 31, 2013.
We have the right to refuse to accept subscriptions from any person for any
reason whatsoever. No subscription shall be deemed to be binding upon us until
accepted in writing by our President.
DESCRIPTION OF SECURITIES
Our authorized capital consists of 250,000,000 shares of common stock. As
of June 30, 2013, we had 15,000,000 outstanding shares of common stock. We have
not issued any shares of preferred stock and we do not have any plans to issue
any shares of preferred stock.
Common Stock
All shares of common stock have equal voting rights and, when validly
issued and outstanding, are entitled to one vote per share in all matters to be
voted upon by shareholders. The shares of common stock have no preemptive,
subscription, conversion or redemption rights and may be issued only as
fully-paid and non-assessable shares. Cumulative voting in the election of
directors is not permitted; which means that the holders of a majority of the
issued and outstanding shares of common stock represented at any meeting at
which a quorum is present will be able to elect the entire Board of Directors if
they so choose. In that event, the holders of the remaining shares of common
stock will not be able to elect any directors. In the event of our liquidation,
each shareholder is entitled to receive a proportionate share of the assets
available for distribution to shareholders after the payment of liabilities and
after distribution in full of preferential amounts, if any, to be distributed to
holders of the preferred stock.
20
Holders of shares of common stock are entitled to share pro rata in
dividends and distributions with respect to the common stock when, as and if
declared by the Board of Directors out of funds legally available for dividends.
This is after requirements with respect to preferential dividends on, and other
matters relating to, the preferred stock, if any, have been met. We have not
paid any dividends on our common stock and intend to retain earnings, if any, to
finance the development and expansion of our business. Future dividend policy is
subject to the discretion of the Board of Directors and will depend upon a
number of factors, including future earnings, capital requirements and our
financial condition.
Transfer Agent
Transhare Corporation
4626 S. Broadway
Englewood, CO 80113
Phone: 303-662-1112
LEGAL PROCEEDINGS
We know of no legal proceedings to which we are a party or to which any of our
property is the subject that are pending, threatened or contemplated.
INDEMNIFICATION
Pursuant to Section 7-109-102 of the Colorado Revised Statutes, we may
indemnify our officers and directors for various expenses and damages resulting
from their acting in these capacities. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to our
officers or directors pursuant to those provisions, we have been informed that
in the opinion of the U.S. Securities and Exchange Commission the
indemnification is against public policy as expressed in the Securities Act of
1933, and is therefore unenforceable.
AVAILABLE INFORMATION
We have filed with the Securities and Exchange Commission a Registration
Statement on Form S-1 (together with all amendments and exhibits) under the
Securities Act of 1933, as amended, with respect to the Securities offered by
this prospectus. This prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Securities and Exchange
Commission. For further information, reference is made to the Registration
Statement which may be read and copied at the Commission's Public Reference Room
at 100 F Street, NE, Washington, DC 20549. The public may obtain information on
the operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. The registration statement is also available at www.sec.gov, the
website of the Securities and Exchange Commission.
21
RD&G HOLDINGS CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2011 and 2012,
& June 30, 2013 (Unaudited)
RD&G Holdings Corporation
Consolidated Financial Statements
TABLE OF CONTENTS
Page
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM 1
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets 2
Consolidated Statements of Operation 3
Consolidated Statements of Stockholders' Equity 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 7
RONALD R. CHADWICK, P.C.
Certified Public Accountant
2851 South Parker Road, Suite 720
Aurora, Colorado 80014
Telephone (303)306-1967
Fax (303)306-1944
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
RD&G Holdings Corporation
Denver, Colorado
I have audited the accompanying consolidated balance sheets of RD&G Holdings
Corporation as of December 31, 2011 and 2012 and the related consolidated
statements of operations, stockholders' equity and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (country-regionplaceUnited States). Those standards
require that I plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of RD&G
Holdings Corporation as of December 31, 2011 and 2012, and the consolidated
results of its operations and its cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 5 to the
financial statements the Company has suffered an extraordinary fire loss that
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to this matter is also described in Note 5. The
financial statements do not include any adjustments that might result from the
outcom of this uncertainty.
Aurora, Colorado /s/ Ronald R. Chadwick, P.C.
June 20, 2013 RONALD R. CHADWICK, P.C.
RD&G HOLDINGS CORPORATION
CONSOLIDATED BALANCE SHEETS
Dec. 31, Dec. 31, June 30, 2013
2011 2012 (Unaudited)
-------- -------- -------------
ASSETS
Current assets
Cash $ 13,757 $ 37,267 $ 21,363
Accounts receivable 35,331 50,557 75,689
Inventory 12,603 7,801 4,494
Total current assets 61,691 95,625 101,546
-------- -------- --------
Fixed assets - net 64,746 52,755 28,753
Deposits 3,465 3,465 3,465
-------- -------- --------
Total Assets $129,902 $151,845 $133,764
======== ======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 3,981 $ 3,601 $ 4,288
Advances payable -- 40,000 40,000
Capital lease obligation -
current portion 8,350 8,998 4,583
Notes payable - current portion 90,000 80,000 80,000
Accrued interest payable 375 1,200 1,250
-------- -------- --------
Total current liabilties 102,706 133,799 130,121
-------- -------- --------
Capital lease obligation 17,858 8,860 8,860
-------- -------- --------
Total Liabilities 120,564 142,659 138,981
-------- -------- --------
Stockholders' Equity
Common stock, no par value;
250,000,000 shares authorized;
15,000,000 shares issued and
outstanding 29,784 29,784 29,784
Additional paid in capital -- -- --
Retained earnings (deficit) (20,446) (20,598) (35,001)
-------- -------- --------
Total Stockholders' Equity 9,338 9,186 (5,217)
-------- -------- --------
Total Liabilities and
Stockholders' Equity $129,902 $151,845 $133,764
======== ======== ========
The accompanying notes are an integral part
of the consolidated financial statements.
2
RD&G HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Six Months Six Months
Ended Ended
June 30, June 30,
Year Ended Year Ended 2012 2013
Dec. 31, 2011 Dec. 31, 2012 (Unaudited) (Unaudited)
------------- ------------- ----------- ----------
Sales $ 513,612 $ 565,104 $ 317,588 $ 218,253
Cost of goods sold 339,769 342,782 170,973 176,350
---------- ---------- --------- ---------
Gross profit 173,843 222,322 146,615 41,903
---------- ---------- --------- ---------
Operating expenses:
Depreciation 12,745 12,891 6,419 3,944
General and administrative 162,580 201,776 71,944 98,874
---------- ---------- --------- ---------
175,325 214,667 78,363 102,818
---------- ---------- --------- ---------
Income (loss) from
operations (1,482) 7,655 68,252 (60,915)
---------- ---------- --------- ---------
Other income (expense):
Interest revenue 4 -- -- --
Interest expense (7,297) (7,807) (3,570) (2,851)
---------- ---------- --------- ---------
(7,293) (7,807) (3,570) (2,851)
---------- ---------- --------- ---------
Income (loss) before
provision for income taxes (8,775) (152) 64,682 (63,766)
Provision for income tax -- -- -- --
---------- ---------- --------- ---------
Net income (loss)
before extraordinary item (8,775) (152) 64,682 (63,766)
Extraordinary item - fire
gain (loss) net of tax -- -- -- 49,363
---------- ---------- --------- ---------
Net income (loss) $ (8,775) $ (152) $ 64,682 $ (14,403)
========== ========== ========= =========
Net income (loss) per share
(Basic and fully diluted):
Operations (0.00) (0.00) 0.00 (0.00)
Extraordinary item -- -- -- 0.00
---------- ---------- ---------- ----------
(0.00) (0.00) 0.00 (0.00)
========== ========== ========== ==========
Weighted average number
of common shares outstanding 15,000,000 15,000,000 15,000,000 15,000,000
========== ========== ========== ==========
The accompanying notes are an integral part
of the consolidated financial statements.
3
RD&G HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Common Stock Stock-
Amount Paid in Retained holders'
Shares(1) No Par Capital Earnings Equity
--------- ------ ------- -------- -------
Balances at December 31,
2010 $15,000,000 $29,784 $ -- $(11,671) $18,113
Net income (loss) for
the year (8,775) (8,775)
----------- ------- ------- -------- -------
Balances at December 31,
2011 $15,000,000 $29,784 $ -- $(20,446) $ 9,338
Net income (loss) for
the year (152) (152)
----------- ------- ------- -------- -------
Balances at December 31,
2012 $15,000,000 $29,784 $ -- $(20,598) $ 9,186
Net income (loss) for
the period (14,403) (14,403)
----------- ------- ------- -------- -------
Balances at
June 30, 2013 - unaudited $15,000,000 $29,784 $ -- $(35,001) $(5,217)
=========== ======= ======= ======== =======
(1) As retroactively restated for a common control acquisition effective August
3, 2012
The accompanying notes are an integral part
of the consolidated financial statements.
4
RD&G HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Six Months
Ended Ended
Year Ended Year Ended June 30, June 30,
Dec. 31, Dec. 31, 2012 2013
2011 2012 (Unaudited) (Unaudited)
----------- ---------- ---------- -----------
Cash Flows From Operating
Activities:
Net income (loss) $ (8,775) $ (152) $ 64,682 $(14,403)
Adjustments to reconcile
net loss to net cash
provided by (used for)
operating activities:
Depreciation 12,745 12,891 6,419 3,944
Extraordinary gain -- -- -- (49,363)
Accounts receivable 825 (15,226) (66,008) (25,132)
Inventory 1,015 4,802 (2,400) 2,182
Insurance proceeds -- -- -- 100,000
Accrued payables (15,249) 445 913 737
Net cash provided by (used for)
operating activities (9,439) 2,760 3,606 17,965
--------- ------- ------- --------
Cash Flows From Investing
Activities:
Fixed asset purchases (975) (900) -- (29,454)
Net cash provided by (used for)
investing activities (975) (900) -- (29,454)
--------- ------- ------- --------
(Continued On Following Page)
The accompanying notes are an integral part
of the consolidated financial statements.
5
RD&G HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued From Previous Page)
Six Months Six Months
Ended Ended
Year Ended Year Ended June 30, June 30,
Dec. 31, Dec. 31, 2012 2013
2011 2012 (Unaudited) (Unaudited)
----------- ---------- ---------- -----------
Cash Flows From Financing
Activities:
Capital lease obligation -
payments (7,748) (8,350) (4,098) (4,415)
Advances payable -- 40,000 -- --
Notes payable - borrowings 50,000 20,000 20,000 --
Notes payable - payments (25,000) (30,000) -- --
--------- ------- ------- --------
Net cash provided by
(used for)financing
activities 17,252 21,650 15,902 (4,415)
--------- ------- ------- --------
Net Increase (Decrease) In
Cash 6,838 23,510 19,508 (15,904)
--------- ------- ------- --------
Cash At The Beginning of the
Period 6,919 13,757 13,757 37,267
--------- ------- ------- --------
Cash At The End of the
Period 13,757 37,267 33,265 21,363
========= ======== ======== ========
Schedule Of Non-Cash Investing And Financing Activities
None
Supplemental Disclosure:
Cash paid for interest 6,922 6,982 3,819 2,801
Cash paid for income taxes -- -- -- --
The accompanying notes are an integral part
of the consolidated financial statements.
6
RD&G HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
RD&G Holdings Corporation, was incorporated in the State of StateplaceColorado
on August 3, 2012. The Company was formed to act as a holding corporation for
RD&G, LLC, which was formed in the State of placeStateColorado on December 3,
2009 and provides custom decorated apparel to resort retail shops, and decorates
apparel for specialty products companies. Effective August 3, 2012, in an
acquisition classified as a transaction between parties under common control,
RD&G Holdings Corporation acquired all the outstanding membership interests of
RD&G, LLC in exchange for 15,000,000 RD&G Holdings Corporation common shares,
making RD&G, LLC a wholly owned subsidiary of RD&G Holdings Corporation. The
combined entities are referred to hereinafter as the "Company". The activity of
the Company as reported in financial statements is that of RD&G, LLC through
August 2, 2012, and RD&G Holdings Corporation and RD&G, LLC consolidated from
August 3, 2012 forward, with equity retroactively restated for the share
exchange.
Principles of consolidation
The accompanying consolidated financial statements include the accounts of RD&G
Holdings Corporation and its subsidiary. All intercompany accounts and
transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.
Accounts receivable
The Company reviews accounts receivable periodically for collectability and
establishes an allowance for doubtful accounts and records bad debt expense when
deemed necessary. At December 31, 2011 and 2012, and June 30, 2013 the Company
had no balance in its allowance for doubtful accounts.
7
RD&G HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):
Property and equipment
Property and equipment are recorded at cost and depreciated under accelerated or
straight line methods over each item's estimated useful life.
Revenue recognition
Revenue is recognized on an accrual basis as earned under contract terms. More
specifically, upon receipt of an order the details are processed and the work
scheduled. All direct costs associated with the order are recorded to cost of
goods sold. When work is completed on the order, the product is shipped, and the
sale recorded. The Company does not require down payments on orders, and payment
terms are generally due in full 30 days after shipment. Returns, which are rare,
are charged back to sales.
Advertising costs
Advertising costs are expensed as incurred. The Company had advertising and
marketing costs in 2011 and 2012, and for the six months ended June 30, 2013 of
$9,125, $9,423 and $800.
Inventories
Inventories, consisting of apparel supplies and finished goods, are stated at
the lower of cost or market (first-in, first-out method). Costs capitalized to
inventory include the purchase price, transportation costs, and any other
expenditures incurred in bringing the goods to the point of sale and putting
them in saleable condition. Costs of good sold include those expenditures
capitalized to inventory.
Income tax
The Company accounts for income taxes pursuant to ASC 740. Under ASC 740
deferred taxes are provided on a liability method whereby deferred tax assets
are recognized for deductible temporary differences and operating loss
carryforwards and deferred tax liabilities are recognized for taxable temporary
differences. Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax bases. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the effects of
changes in tax laws and rates on the date of enactment.
Prior to August 2012 the Company operated as a limited liability company, and
therefore a pass-through entity for income tax purposes paying no income tax at
the corporate level. At end 2012 the Company had no material tax assets or
liabilities, current or deferred.
8
RD&G HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):
Financial Instruments
The carrying value of the Company's financial instruments, as reported in the
accompanying balance sheets, approximates fair value.
Long-Lived Assets
In accordance with ASC 350, the Company regularly reviews the carrying value of
intangible and other long-lived assets for the existence of facts or
circumstances, both internally and externally, that suggest impairment. If
impairment testing indicates a lack of recoverability, an impairment loss is
recognized by the Company if the carrying amount of a long-lived asset exceeds
its fair value.
NOTE 2. FIXED ASSETS
Fixed asset values recorded at cost are as follows:
June 30,
---------------------------------
2011 2012 2013
------- ------- -------
Office equipment $ 2,000 $ 2,000 $ --
Machinery 87,065 87,065 29,454
--------- -------- --------
89,065 89,965 29,454
Less accumulated depreciation (24,319) (37,210) (701)
--------- -------- --------
Total $ 64,746 $ 52,755 $ 28,753
========= ======== ========
The Company's fixed assets at end March 2013 were destroyed by fire. Replacement
purchasing began in 2nd quarter 2013.
Depreciation expense in 2011 and 2012, and for the six months ended June 30,
2013 was $12,745, $12,891, and $3,944.
NOTE 3. NOTES PAYABLE
The Company at December 31, 2011 and 2012, and June 30, 2013 had $90,000,
$80,000 and $80,000 in notes payable outstanding, respectively, unsecured save
for one $25,000 note secured by Company machinery, due on demand, and bearing
interest at 6% per annum. Notes with a principal balance of $25,000 (2011) and
$35,000 (2012 & 2013) are due to an officer and his father. Accrued interest
payable due on the notes at December 31, 2011 and 2012, and June 30, 2013 was
$375, $1,200 and $1,250 respectively, and interest expense for 2011 and 2012,
and for the six months ended June 30, 2013 was $5,013, $6,125 and $2,250
respectively.
In 2012 an individual advanced the Company $40,000 for working capital needs, on
a non-interest bearing, due on demand basis.
9
NOTE 4. LEASE COMMITMENTS
The Company through June 2013 rented building space under a lease with an
original term through February 2016. The lease was terminated by mutual consent
near the end of the second quarter due to an on site fire in March 2013. No
material costs were paid in the second quarter of 2013. Rent expense incurred
under the lease in 2011 and 2012, and for the six months ended June 30, 2013 was
approximately $30,000, $33,000 and $8,000. The Company subsequent to the March
2013 fire then leased space at a temporary site on a month to month basis,
incurring rent costs through June 2013 of approximately $4,400. In July 2013 the
Company entered into a building lease expiring in July 2016, which is
noncancellable and carries no additional renewal option. Subsequent to June 30,
2013 future minimum payments under the lease are approximately: 2013 $15,600,
2014 $33,000, 2015 $34,800, 2016 $17,400. The Company also carries an equipment
lease which runs through December 2013, requiring monthly payments of $307 per
month. The equipment lease is classified as an operating lease. Rent expense
incurred under the lease in 2011, 2012 and for the six months ended June 30,
2013 was approximately $3,700, $3,700 and $1,850. Subsequent to June 30, 2013
future minimum payments under the equipment lease are approximately $1,850 in
2013.
The Company has a capital lease on screen printing equipment recorded to fixed
assets at $41,146. Depreciation expense attributable to the capital lease in
2011 and 2012 was $5,878 each year, and $1,470 for the six months ended June 30,
2013. The total future minimum lease payments at end 2011, 2012 and June 30,
2013 were $29,260, $19,228, and $13,443, with imputed interest needed to reduce
the net minimum lease payments to present value at each date of $3,052, $1,370,
and $769. Minimum lease payments by year subsequent to June 30, 2013 are: 2013
$5,160, 2014 $10,320.
NOTE 5. GOING CONCERN
The Company at the end of March 2013 experienced a catastrophic fire which
destroyed the Company's plant, equipment and inventory. The Company recognized a
loss from fire damage of $50,637, but in the second quarter received $100,000
from insurance resulting in a net gain of $49,363. The Company has replaced some
equipment pieces and currently is attempting to fulfill orders partially through
internal operations and through third parties. The Company is conducting
business on a limited basis. This condition raises substantial doubt about the
Company's ability to continue as a going concern.
The Company may raise additional capital to resume full operations through the
sale of its equity securities, through an offering of debt securities, or
through borrowings from financial institutions. By doing so, the Company hopes
to fully rebuild its business and conduct profitable operations. Management
believes that actions presently being taken to obtain additional funding provide
the opportunity for the Company to continue as a going concern.
10
RD&G HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date of issuance of
these financial statements on August 25, 2013 and determined that there are no
reportable subsequent events, save for the fire damage described above.
11
TABLE OF CONTENTS
Page
PROSPECTUS SUMMARY .................................................... 2
RISK FACTORS .......................................................... 3
DILUTION AND COMPARATIVE SHARE DATA.................................... 5
USE OF PROCEEDS ....................................................... 6
MARKET FOR COMMON STOCK ............................................... 7
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS ............................................. 7
BUSINESS............................................................... 9
MANAGEMENT ............................................................ 12
PRINCIPAL SHAREHOLDERS................................................. 14
PLAN OF DISTRIBUTION................................................... 15
DESCRIPTION OF SECURITIES.............................................. 16
LEGAL PROCEEDINGS...................................................... 17
INDEMNIFICATION ....................................................... 17
AVAILABLE INFORMATION.................................................. 18
FINANCIAL STATEMENTS................................................... 19
No dealer, salesperson or other person has been authorized to give any
information or to make any representation not contained in this prospectus, and
if given or made, such information or representations must not be relied upon as
having been authorized by RD&G Holdings Corporation. This prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, any of the
securities offered in any jurisdiction to any person to whom it is unlawful to
make an offer by means of this prospectus.
Until _______, 2013 all dealers effecting transactions in the registered
securities, whether or not participating in this distribution, may be required
to deliver a prospectus. This is in addition to the obligation of dealers to
deliver a prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.
PART II
Information Not Required in Prospectus
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses payable by us in
connection with the issuance and distribution of the securities being
registered.
SEC Filing Fee $ 136
Blue Sky Fees and Expenses 1,000
Legal Fees and Expenses 40,000
Accounting Fees and Expenses 25,000
Miscellaneous 3,864
---------
TOTAL $ 70,000
=========
All expenses other than the SEC filing fee are estimated.
Item 14. Indemnification of Officers and Directors
Section 7-109-102 of the Colorado Revised Statues and our bylaws provide
that we may indemnify any and all of our officers, directors, employees or
agents or former officers, directors, employees or agents, against expenses
actually and necessarily incurred by them, in connection with the defense of any
legal proceeding or threatened legal proceeding, except as to matters in which
such persons shall be determined to not have acted in good faith and in our best
interest.
Item 15. Recent Sales of Unregistered Securities.
On August 6, 2012 we issued 7,500,000 shares of common stock to Larry
Parsons in exchange for his membership interest in RD&G, LLC and issued
7,500,000 shares of common stock to Timothy Evans in exchange for his membership
interest in RD&G, LLC.
We relied upon the exemption from registration provided by Section 4(2) of
the Securities Act of 1933 with respect to the sale of the shares. The
purchasers of these securities were sophisticated investors who were provided
full information regarding our business and operations. There was no general
solicitation in connection with the offer or sale of these securities. The
purchasers acquired these securities for their own accounts. The shares cannot
be sold unless pursuant to an effective registration statement or an exemption
from registration.
Item 16. Exhibits
The following Exhibits are filed with this Registration Statement:
Exhibit
Number Exhibit Name
3.1 Articles of Incorporation
3.2 Bylaws
5 Opinion of Counsel
10.1 Promissory Note (Timothy Evans)
10.2 Promissory Notes (Arthur Evans)
10.3 Promissory Note (James Horning)
10.4 Promissory Note (Mark Rodenbeck)
10.5 Promissory Note (Arthur Evans)
21 Subsidaries
23.1 Consent of Attorneys
23.1 Consent of Accountants
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section l0 (a)(3) of the
Securities Act:
(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities that remain unsold at the termination of the offering.
Insofar as indemnification for liabilities arising under the Securities
Act of l933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(4) That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:
(i) If the registrant is relying on Rule 430B:
(A) Each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration statement as of
the date the filed prospectus was deemed part of and included in the
registration statement; and
(B) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933 shall be deemed to
be part of and included in the registration statement as of the earlier of
the date such form of prospectus is first used after effectiveness or the
date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall
be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. Provided, however,
that no statement made in a registration statement or prospectus that is
part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective date; or
(ii) If the registrant is subject to Rule 430C, each prospectus
filed pursuant to Rule 424(b) as part of a registration statement relating to an
offering, other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and
included in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use, supersede or
modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial distribution of the
securities:
The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser bye means
of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared
by or on behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii) The portion of any other free writing prospectus relating to
the offering containing material information about the undersigned registrant or
its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made
by the undersigned registrant to the purchaser.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Denver, Colorado on the
10th day of September, 2013.
RD&G HOLDINGS CORPORATION
By: /s/ Larry Parsons
-------------------------------
Larry Parsons, Principal Executive Officer
In accordance with the requirements of the Securities Act of l933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/s/ Larry Parsons
---------------------------
Larry Parsons Principal Executive, September 10, 2013
Officer and a Director
/s/ Timothy Evans
------------------------
Timothy Evans Principal Financial and September 10, 2013
Accounting Officer and
a Director
RD&G HOLDINGS CORPORATION
FORM S-1
EXHIBITS
EX-3
2
forms1amd1exh31sept-13.txt
EXH. 3.1 ARTICLES OF INCORPORATION
EXHIBIT 3.1
Document must be filed electronically. Colorado Secretary of State
Paper documents will not be accepted. Date and Time: 08/03/2012 03:06 PM
Document processing fee $50.00 ID Number: 20121426500
Fees & forms/cover sheets Document number: 20121426500
are subject to change. Amount Paid: $50.00
To access other information or print
copies of filed documents,
visit www.sos.state.co.us and
select Business Center.
ABOVE SPACE FOR OFFICE USE ONLY
Articles of Incorporation for a Profit Corporation
filed pursuant to ss. 7-102-101 and ss. 7-102-102 of the
Colorado Revised Statutes (C.R.S.)
1. The domestic entity name for the corporation is: RD&G Holdings Corporation
---------------------------
(Caution: The use of certain terms or abbreviations are restricted by law.
Read instructions for more information.)
2. The principal office address of the corporation's initial principal office is
Street address: 4880 E. Pacific Place
-----------------------------------------------
Denver CO 80222
------------------------------------------------
(City) (State) (ZIP/Postal Code)
United States
-------------------------------------------------
(Country)
Mailing address ______________________________________________________
(leave blank if same as street address)
3. The registered agent name and registered agent address of the corporation's
initial registered agent are:
Name Evans Tim
(if an individual) ______________ _____________ _____________
(Last) (First) (Middle)
OR
(if an entity) ______________________________________________________
(Caution: Do not provide both an individual and an entity name.)
Street address: 4880 E. Pacific Place
-----------------------------------------------
Denver CO 80222
------------------------------------------------
(City) (State) (ZIP/Postal Code)
Mailing address _____________________________________________________
(leave blank if same as street address)
(The following statement is adopted by marking the box.)
[X] The person appointed as registered agent above has consented to being so
appointed.
4. The true name and mailing address of the incorporator are:
Name Evans Tim
(if an individual) ______________ _____________ _____________
(Last) (First) (Middle)
OR
(if an entity) ______________________________________________________
(Caution: Do not provide both an individual and an entity name.)
Street address: 4880 E. Pacific Place
-----------------------------------------------
Denver CO 80222
------------------------------------------------
(City) (State) (ZIP/Postal Code)
(If the following statement applies, adopt the statement by marking the box and
include an attachment.)
The corporation has one or more additional incorporators and the name and
mailing address of each additional incorporator are stated in an attachment.
5. The classes of shares and number of shares of each class that the corporation
is authorized to issue are as follows.
(If the following statement applies, adopt the statement by marking the box and
enter the number of shares.)
[X] The corporation is authorized to issue 250,000,000 common shares that shall
have unlimited voting rights and are entitled to receive the net assets of
the corporation upon dissolution.
(If the following statement applies, adopt the statement by marking the box and
include an attachment.)
[ ] Additional information regarding shares as required by section 7-106-101,
C.R.S., is included in an attachment.
(Caution: At least one box must be marked. Both boxes may be marked, if
applicable.)
6. (If the following statement applies, adopt the statement by marking the box
and include an attachment.)
[ ] This document contains additional information as provided by law.
7. (Caution: Leave blank if the document does not have a delayed effective date.
Stating a delayed effective date has significant legal consequences. Read
instructions before entering a date.)
(If the following statement applies, adopt the statement by entering a date and,
if applicable, time using the required format.)
The delayed effective date and, if applicable, time of this document is/are:
______________________________.
(mm/dd/yyyy hour:minute am/pm)
2
Notice:
Causing this document to be delivered to the Secretary of State for filing shall
constitute the affirmation or acknowledgment of each individual causing such
delivery, under penalties of perjury, that the document is the individual's act
and deed, or that the individual in good faith believes the document is the act
and deed of the person on whose behalf the individual is causing the document to
be delivered for filing, taken in conformity with the requirements of part 3 of
article 90 of title 7, C.R.S., the constituent documents, and the organic
statutes, and that the individual in good faith believes the facts stated in the
document are true and the document complies with the requirements of that Part,
the constituent documents, and the organic statutes.
This perjury notice applies to each individual who causes this document to be
delivered to the Secretary of State, whether or not such individual is named in
the document as one who has caused it to be delivered.
8. The true name and mailing address of the individual causing the document to
be delivered for filing are
Evans Tim
______________ _____________ _____________
(Last) (First) (Middle)
Street address: 4880 E. Pacific Place
-----------------------------------------------
Denver CO 80222
------------------------------------------------
(City) (State) (ZIP/Postal Code)
(If the following statement applies, adopt the statement by marking the box and
include an attachment.)
[ ] This document contains the true name and mailing address of one or more
additional individuals causing the document to be delivered for filing.
Disclaimer:
This form/cover sheet, and any related instructions, are not intended to provide
legal, business or tax advice, and are furnished without representation or
warranty. While this form/cover sheet is believed to satisfy minimum legal
requirements as of its revision date, compliance with applicable law, as the
same may be amended from time to time, remains the responsibility of the user of
this form/cover sheet. Questions should be addressed to the user's legal,
business or tax advisor(s).
3
EX-3
3
forms1amd1exh32sept-13.txt
EXH. 3.2 BYLAWS
EXHIBIT 3.2
BYLAWS
OF
RD&G HOLDINGS CORP.
ARTICLE I
OFFICES
Section l. Offices:
The principal office of the Corporation shall be determined by the Board
of Directors, and the Corporation shall have other offices at such places as the
Board of Directors may from time to time determine.
ARTICLE II
STOCKHOLDER'S MEETINGS
Section l. Place:
The place of stockholders' meetings shall be the principal office of the
Corporation unless another location shall be determined and designated from time
to time by the Board of Directors.
Section 2. Annual Meeting:
The annual meeting of the stockholders of the Corporation for the election
of directors to succeed those whose terms expire, and for the transaction of
such other business as may properly come before the meeting, shall be held each
year on a date to be determined by the Board of Directors.
Section 3. Special Meetings:
Special meetings of the stockholders for any purpose or purposes may be
called by the President, the Board of Directors, or the holders of ten percent
(l0%) or more of all the shares entitled to vote at such meeting, by the giving
of notice in writing as hereinafter described.
Section 4. Voting:
At all meetings of stockholders, voting may be viva voce; but any
qualified voter may demand a stock vote, whereupon such vote shall be taken by
ballot and the Secretary shall record the name of the stockholder voting, the
number of shares voted, and, if such vote shall be by proxy, the name of the
proxy holder. Voting may be in person or by proxy appointed in writing, manually
signed by the stockholder or his duly authorized attorney-in-fact. No proxy
shall be valid after eleven months from the date of its execution, unless
otherwise provided therein. One third of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders.
Each stockholder shall have such rights to vote as the Articles of
Incorporation provide for each share of stock registered in his name on the
books of the Corporation, except where the transfer books of the Corporation
shall have been closed or a date shall have been fixed as a record date, not to
exceed, in any case, fifty (50) days preceding the meeting, for the
determination of stockholders entitled to vote. The Secretary of the Corporation
shall make, at least ten (10) days before each meeting of stockholders, a
complete list of the stockholders entitled to vote at such meeting or any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each, which list, for a period of ten (10) days prior
to such meeting, shall be kept on file at the principal office of the
Corporation and shall be subject to inspection by any stockholder at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
stockholder during the whole time of the meeting.
Section 5. Order of Business:
The order of business at any meeting of stockholders shall be as follows:
l. Calling the meeting to order.
2. Calling of roll.
3. Proof of notice of meeting.
4. Report of the Secretary of the stock represented at the meeting and the
existence or lack of a quorum.
5. Reading of minutes of last previous meeting and disposal of any
unapproved minutes.
6. Reports of officers.
7. Reports of committees.
8. Election of directors, if appropriate.
9. Unfinished business.
10 New business.
11. Adjournment.
12. To the extent that these Bylaws do not apply, Roberts' Rules of Order
shall prevail.
Section 6. Notices:
Written or printed notice stating the place, day, and hour of the meeting
and, in case of a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered not less than ten (10) nor more than fifty (50)
days before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or persons calling the
meeting, to each stockholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail addressed to the shareholder at his address as it appears on the
stock transfer books of the Corporation, with postage thereon prepaid.
2
Section 7. Quorum:
A quorum at any annual or special meeting shall consist of the
representation in person or by proxy of one-third in number of shares of the
outstanding capital stock of the Corporation entitled to vote at such meeting.
In the event a quorum not be present, the meeting may be adjourned by those
present for a period not to exceed sixty (60) days at any one adjournment; and
no further notice of the meeting or its adjournment shall be required. The
stockholders entitled to vote, present either in person or by proxy at such
adjourned meeting, shall, if equal to a majority of the shares entitled to vote
at the meeting, constitute a quorum, and the votes of a majority of those
present in numbers of shares entitled to vote shall be deemed the act of the
shareholders at such adjourned meeting.
ARTICLE III
BOARD OF DIRECTORS
Section l. Organization and Powers:
The Board of Directors shall constitute the policy-making or legislative
authority of the Corporation. Management of the affairs, property, and business
of the Corporation shall be vested in the Board of Directors, which shall
consist of not less than one nor more than ten members, who shall be elected at
the annual meeting of stockholders by a plurality vote for a term of one (l)
year, and shall hold office until their successors are elected and qualify. The
number of directors shall be established from time-to-time by a resolution of
the directors. Directors need not be stockholders. Directors shall have all
powers with respect to the management, control, and determination of policies of
the Corporation that are not limited by these Bylaws, the Articles of
Incorporation, or by statute, and the enumeration of any power shall not be
considered a limitation thereof.
Section 2. Vacancies:
Any vacancy in the Board of Directors, however caused or created, shall be
filled by the affirmative vote of a majority of the remaining directors, though
less than a quorum of the Board, or at a special meeting of the stockholders
called for that purpose. The directors elected to fill vacancies shall hold
office for the unexpired term and until their successors are elected and
qualify.
Section 3. Regular Meetings:
A regular meeting of the Board of Directors shall be held, without other
notice than this Bylaw, immediately after and at the same place as the annual
meeting of stockholders or any special meeting of stockholders at which a
director or directors shall have been elected. The Board of Directors may
provide by resolution the time and place, either within or without the State of
Colorado, for the holding of additional regular meetings without other notice
than such resolution.
3
Section 4. Special Meetings:
Special meetings of the Board of Directors may be held at the principal
office of the Corporation, or such other place as may be fixed by resolution of
the Board of Directors for such purpose, at any time on call of the President or
of any member of the Board, or may be held at any time and place without notice,
by unanimous written consent of all the members, or with the presence and
participation of all members at such meeting. A resolution in writing signed by
all the directors shall be as valid and effectual as if it had been passed at a
meeting of the directors duly called, constituted, and held.
Section 5. Notices:
Notices of both regular and special meetings, save when held by unanimous
consent or participation, shall be mailed by the Secretary to each member of the
Board not less than three days before any such meeting and notices of special
meetings may state the purposes thereof. No failure or irregularity of notice of
any regular meeting shall invalidate such meeting or any proceeding thereat.
Section 6. Quorum and Manner of Acting:
A quorum for any meeting of the Board of Directors shall be a majority of
the Board of Directors as then constituted. Any act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors. Any action of such majority, although not at a regularly
called meeting, and the record thereof, if assented to in writing by all of the
other members of the Board, shall always be as valid and effective in all
respects as if otherwise duly taken by the Board of Directors.
Section 7. Executive Committee:
The Board of Directors may by resolution of a majority of the Board
designate two (2) or more directors to constitute an executive committee, which
committee, to the extent provided in such resolution, shall have and may
exercise all of the authority of the Board of Directors in the management of the
Corporation; but the designation of such committee and the delegation of
authority thereto shall not operate to relieve the Board of Directors, or any
member thereof, of any responsibility imposed on it or him by law.
Section 8. Order of Business:
The order of business at any regular or special meeting of the Board of
Directors, unless otherwise prescribed for any meeting by the Board, shall be as
follows:
l. Reading and disposal of any unapproved minutes.
2. Reports of officers and committees.
3. Unfinished business.
4. New business.
5. Adjournment.
4
6. To the extent that these Bylaws do not apply, Roberts' Rules of Order
shall prevail.
ARTICLE IV
OFFICERS
Section l. Titles:
The officers of the Corporation shall consist of a President, one or more
Vice Presidents, a Secretary, and a Treasurer, who shall be elected by the
directors at their first meeting following the annual meeting of stockholders.
Such officers shall hold office until removed by the Board of Directors or until
their successors are elected and qualify. The Board of Directors may appoint
from time to time such other officers as it deems desirable who shall serve
during such terms as may be fixed by the Board at a duly held meeting. The
Board, by resolution, shall specify the titles, duties and responsibilities of
such officers.
Section 2. President:
The President shall preside at all meetings of stockholders and, in the
absence of a, or the, Chairman of the Board of Directors, at all meetings of the
directors. He shall be generally vested with the power of the chief executive
officer of the Corporation and shall countersign all certificates, contracts,
and other instruments of the Corporation as authorized by the Board of Directors
or required by law. He shall make reports to the Board of Directors and
stockholders and shall perform such other duties and services as may be required
of him from time to time by the Board of Directors.
Section 3. Vice President:
The Vice President shall perform all the duties of the President if the
President is absent or for any other reason is unable to perform his duties and
shall have such other duties as the Board of Directors shall authorize or
direct.
Section 4. Secretary:
The Secretary shall issue notices of all meetings of stockholders and
directors, shall keep minutes of all such meetings, and shall record all
proceedings. He shall have custody and control of the corporate records and
books, excluding the books of account, together with the corporate seal. He
shall make such reports and perform such other duties as may be consistent with
his office or as may be required of him from time to time by the Board of
Directors.
Section 5. Treasurer:
The Treasurer shall have custody of all moneys and securities of the
Corporation and shall have supervision over the regular books of account. He
shall deposit all moneys, securities, and other valuable effects of the
Corporation in such banks and depositories as the Board of Directors may
designate and shall disburse the funds of the Corporation in payment of just
debts and demands against the Corporation, or as they may be ordered by the
5
Board of Directors, shall render such account of his transactions as may be
required of him by the President or the Board of Directors from time to time and
shall otherwise perform such duties as may be required of him by the Board of
Directors.
The Board of Directors may require the Treasurer to give a bond
indemnifying the Corporation against larceny, theft, embezzlement, forgery,
misappropriation, or any other act of fraud or dishonesty resulting from his
duties as Treasurer of the Corporation, which bond shall be in such amount as
appropriate resolution or resolutions of the Board of Directors may require.
Section 6. Vacancies or Absences:
If a vacancy in any office arises in any manner, the directors then in
office may choose, by a majority vote, a successor to hold office for the
unexpired term of the officer. If any officer shall be absent or unable for any
reason to perform his duties, the Board of Directors, to the extent not
otherwise inconsistent with these Bylaws, may direct that the duties of such
officer during such absence or inability shall be performed by such other
officer or subordinate officer as seems advisable to the Board.
ARTICLE V
STOCK
Section 1. Regulations:
The Board of Directors shall have power and authority to take all such
rules and regulations as they deem expedient concerning the issue, transfer, and
registration of certificates for shares of the capital stock of the Corporation.
The Board of Directors may appoint a Transfer Agent and/or a Registrar and may
require all stock certificates to bear the signature of such transfer Agent
and/or Registrar.
Section 2. Restrictions on Stock:
The Board of Directors may restrict any stock issued by giving the
Corporation or any stockholder "first right of refusal to purchase" the stock,
by making the stock redeemable or by restricting the transfer of the stock,
under such terms and in such manner as the directors may deem necessary and as
are not inconsistent with the Articles of Incorporation or by statute. Any stock
so restricted must carry a stamped legend setting out the restriction or
conspicuously noting the restriction and stating where it may be found in the
records of the Corporation.
ARTICLE VI
DIVIDENDS AND FINANCES
Section l. Dividends:
Dividends may be declared by the directors and paid out of any funds
legally available therefore, as may be deemed advisable from time to time by the
Board of Directors of the Corporation. Before declaring any dividends, the Board
of Directors may set aside out of net profits or earned or other surplus such
6
sums as the Board may think proper as a reserve fund to meet contingencies or
for other purposes deemed proper and to the best interests of the Corporation.
Section 2. Monies:
The monies, securities, and other valuable effects of the Corporation
shall be deposited in the name of the Corporation in such banks or trust
companies as the Board of Directors shall designate and shall be drawn out or
removed only as may be authorized by the Board of Directors from time to time.
Section 3. Fiscal Year:
The Board of Directors by resolution shall determine the fiscal year of
the Corporation.
ARTICLE VII
AMENDMENTS
These Bylaws may be altered, amended, or repealed by the Board of
Directors by resolution of a majority of the Board.
ARTICLE VIII
INDEMNIFICATION
The Corporation shall indemnify any and all of its directors or officers,
or former directors or officers, or any person who may have served at its
request as a director or officer of another corporation in which this
Corporation owns shares of capital stock or of which it is a creditor and the
personal representatives of all such persons, against expenses actually and
necessarily incurred in connection with the defense of any action, suit, or
proceeding in which they, or any of them, were made parties, or a party, by
reason of being or having been directors or officers or a director or officer of
the Corporation, or of such other corporation, except in relation to matters as
to which any such director or officer or person shall have been adjudged in such
action, suit, or proceeding to be liable for negligence or misconduct in the
performance of any duty owed to the Corporation. Such indemnification shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled, independently of this Article, by law, under any Bylaw agreement, vote
of stockholders, or otherwise.
ARTICLE IX
CONFLICTS OF INTEREST
No contract or other transaction of the Corporation with any other
persons, firms or corporations, or in which the Corporation is interested, shall
be affected or invalidated by the fact that any one or more of the directors or
officers of the Corporation is interested in or is a director or officer of such
other firm or corporation; or by the fact that any director or officer of the
Corporation, individually or jointly with others, may be a party to or may be
interested in any such contract or transaction.
7
EX-5
4
forms1amd1exh5sept-13.txt
EXH. 5 OPINION LETTER
EXHIBIT 5
HART & HART, LLC
ATTORNEYS AT LAW
1624 Washington Street
Denver, CO 80203
William T. Hart, P.C. ________ Email: harttrinen@aol.com
Will Hart Facsimile: (303) 839-5414
(303) 839-0061
September 10, 2013
RD&G HOLDINGS CORPORATION
1885 W. Dartmouth
Unit 1
Englewood, CO 80110
This letter will constitute an opinion upon the legality of the sale by RD
& G Holdings Corporation, a Colorado corporation, of up to 10,000,000 shares of
common stock, all as referred to in the Registration Statement on Form S-1 filed
by the Company with the Securities and Exchange Commission.
We have examined the Articles of Incorporation, the Bylaws and the minutes
of the Board of Directors of the Company and the applicable laws of the State of
Colorado, and a copy of the Registration Statement. In our opinion, and based
upon the laws of Colorado, the Company has duly authorized the sale of the
10,000,000 shares mentioned above and, when issued in accordance with the terms
and conditions set out in the Registration Statement, such shares of common
stock, when sold, will be legally issued, fully paid and non-assessable.
Very truly yours,
HART & HART, LLC
/s/ William T. Hart
William T. Hart
EX-10
5
forms1amd1exh101sept-13.txt
EXH. 10.1 PROMISSORY NOTE T. EVANS
EXHIBIT 10.1
Promissory Note
Name of Borrow 1: Tim Evans - RD&G LLC
Name of Borrow 2: Larry Parsons- RD&G LLC
Name of Lender: Tim Evans
1. For value received, Borrower promises to pay to Lender the amount of $15,000
on December 31, 2011 at ______________, together with interest at the rate of 4%
per year from the date this note was signed until the date it is:
[ ] paid in full (Borrower will receive credits for prepayments, reducing
the total amount of interest to be paid).
[ ] due or paid in full, whichever date occurs last (Borrower will not
receive credits for prepayments).
2. Borrower agrees that this note will be paid in installments, which include
principal and interest, of not less than $50 per month, due on the first dye of
each month, until the principal and interest are paid in full.
3. If any installment payment due under this note is not received by Lender
within 15 days of its due date, the entire amount of unpaid principal will
become immediately due and payable at the option of Lender without prior notice
to Borrower.
4. If Lender prevails in a lawsuit to collect on this note, Borrower agrees to
pay Lender's attorney fees in an amount the court finds to be just and
reasonable.
The term Borrower refers to one or more borrowers. If there is more than one
borrower, they agree to be jointly and severally liable. The term Lender refers
to any person who legally holds this not, including a buyer in a due course.
/s/ Timothy Evans /s/ Larry Parsons
-------------------------------- -----------------------------
Borrower 1's Signature Borrower 2's Signature
12/31/11 12/31/11
------------------------------------ ------------------------------------
Date Date
Timothy Evans Larry Parsons
---------------------------------- ------------------------------------
Print Name Print Name
Denver Denver
---------------------------------- ------------------------------------
City and County where signed City and County where signed
4880 E. Pacific Pl. Denver, CO 80222 4880 E. Pacific Pl. Denver, CO 80222
---------------------------------- -------------------------------------
Address Address
EX-10
6
forms1amd1exh102sept-13.txt
EXH. 10.2 PROMISSORY NOTE A. EVANS
EXHIBIT 10.2
Explanatory Note:
The notes attached were originally in the principal amount of
$60,000. As of June 30, 2013 these notes had been paid down to $20,000.
Promissory Note
Name of Borrow 1: RD&G LLC
Name of Borrow 2:
Name of Lender: Arthur W. Evans
1. For value received, Borrower promises to pay to Lender the amount of
$30,000 on January 1, 2010 at ______________, together with interest at
the rate of 6% per year from the date this note was signed until the date
it is:
[ ] paid in full (Borrower will receive credits for prepayments, reducing
the total amount of interest to be paid).
[ ] due or paid in full, whichever date occurs last (Borrower will not
receive credits for prepayments).
2. Borrower agrees that this note will be paid in installments, which include
principal and interest, of not less than $__ per month, due on the first dye of
each month, until the principal and interest are paid in full.
3. If any installment payment due under this note is not received by Lender
within 15 days of its due date, the entire amount of unpaid principal will
become immediately due and payable at the option of Lender without prior notice
to Borrower.
4. If Lender prevails in a lawsuit to collect on this note, Borrower agrees to
pay Lender's attorney fees in an amount the court finds to be just and
reasonable.
The term Borrower refers to one or more borrowers. If there is more than one
borrower, they agree to be jointly and severally liable. The term Lender refers
to any person who legally holds this not, including a buyer in a due course.
/s/ Timothy Evans /s/ Larry Parsons
----------------------------- ---------------------------------
Borrower 1's Signature Borrower 2's Signature
1/1/10 1/1/10
---------------------------------- ------------------------------------
Date Date
Timothy Evans Larry Parsons
---------------------------------- ------------------------------------
Print Name Print Name
Denver Denver
---------------------------------- ------------------------------------
City and County where signed City and County where signed
4880 E. Pacific Pl. Denver, CO 80222 4880 E. Pacific Pl. Denver, CO 80222
---------------------------------- -------------------------------------
Address Address
Promissory Note
Name of Borrow 1: RD&G LLC
Name of Borrow 2:
Name of Lender: Arthur W. Evans
1. For value received, Borrower promises to pay to Lender the amount of
$30,000 on February 15, 2010 at ______________, together with interest at
the rate of 6% per year from the date this note was signed until the date
it is:
[ ] paid in full (Borrower will receive credits for prepayments, reducing
the total amount of interest to be paid).
[ ] due or paid in full, whichever date occurs last (Borrower will not
receive credits for prepayments).
2. Borrower agrees that this note will be paid in installments, which include
principal and interest, of not less than $__ per month, due on the first dye of
each month, until the principal and interest are paid in full.
3. If any installment payment due under this note is not received by Lender
within 15 days of its due date, the entire amount of unpaid principal will
become immediately due and payable at the option of Lender without prior notice
to Borrower.
4. If Lender prevails in a lawsuit to collect on this note, Borrower agrees to
pay Lender's attorney fees in an amount the court finds to be just and
reasonable.
The term Borrower refers to one or more borrowers. If there is more than one
borrower, they agree to be jointly and severally liable. The term Lender refers
to any person who legally holds this not, including a buyer in a due course.
/s/ Timothy Evans /s/ Larry Parsons
--------------------------------- ---------------------------------
Borrower 1's Signature Borrower 2's Signature
2/15/10 2/15/10
------------------------------------ ------------------------------------
Date Date
Timothy Evans Larry Parsons
---------------------------------- ------------------------------------
Print Name Print Name
Denver Denver
---------------------------------- ------------------------------------
City and County where signed City and County where signed
4880 E. Pacific Pl. Denver, CO 80222 4880 E. Pacific Pl. Denver, CO 80222
---------------------------------- -------------------------------------
Address Address
EX-10
7
forms1amd1exh103sept-13.txt
EXH. 10.3 PROMISSORY NOTE J. HORNING
EXHIBIT 10.3
Promissory Note
Name of Borrow 1: RD&G LLC - Tim Evans
Name of Borrow 2: RD&G LLC - Larry Parsons
Name of Lender: James Horning
1. For value received, Borrower promises to pay to Lender the amount of
$25,000 on December 31, 2011 at RD&G - 4880 E. Pacific Pl., Denver, CO
80222, together with interest at the rate of 6% per year from the date
this note was signed until the date it is:
[ ] paid in full (Borrower will receive credits for prepayments, reducing
the total amount of interest to be paid).
[ ] due or paid in full, whichever date occurs last (Borrower will not
receive credits for prepayments).
2. Borrower agrees that this note will be paid in installments, which include
principal and interest, of not less than $125 interest only per month, due on
the first dye of each month, until the principal and interest are paid in full.
3. If any installment payment due under this note is not received by Lender
within 30 days of its due date, the entire amount of unpaid principal will
become immediately due and payable at the option of Lender without prior notice
to Borrower.
4. If Lender prevails in a lawsuit to collect on this note, Borrower agrees to
pay Lender's attorney fees in an amount the court finds to be just and
reasonable.
5. Collateral - 2 embroidery machines plus accessories.
The term Borrower refers to one or more borrowers. If there is more than one
borrower, they agree to be jointly and severally liable. The term Lender refers
to any person who legally holds this not, including a buyer in a due course.
/s/ Timothy Evans /s/ Larry Parsons
---------------------------------- -------------------------------------
Borrower 1's Signature Borrower 2's Signature
4/9/10 4/9/10
---------------------------------- ------------------------------------
Date Date
Timothy Evans Larry Parsons
---------------------------------- ------------------------------------
Print Name Print Name
Denver Denver
---------------------------------- ------------------------------------
City and County where signed City and County where signed
4880 E. Pacific Pl. Denver, CO 80222 4880 E. Pacific Pl. Denver, CO 80222
---------------------------------- -------------------------------------
Address Address
EX-10
8
forms1amd1exh104sept-13.txt
EXH. 10.4 PROMISSORY NOTE M. RODENBECK
EXHIBIT 10.4
Promissory Note
Name of Borrow 1: RD&G LLC - Tim Evans
Name of Borrow 2: RD&G LLC - Larry Parsons
Name of Lender: Mark Rodenbeck
1. For value received, Borrower promises to pay to Lender the amount of
$20,000 on January 15, 2011 at __________________, together with interest
at the rate of 6% per year from the date this note was signed until the
date it is:
[ ] paid in full (Borrower will receive credits for prepayments, reducing
the total amount of interest to be paid).
[ ] due or paid in full, whichever date occurs last (Borrower will not
receive credits for prepayments).
2. Borrower agrees that this note will be paid in installments, which include
principal and interest, of not less than $100 interest only per month, due on
the first dye of each month, until the principal and interest are paid in full.
3. If any installment payment due under this note is not received by Lender
within 15 days of its due date, the entire amount of unpaid principal will
become immediately due and payable at the option of Lender without prior notice
to Borrower.
4. If Lender prevails in a lawsuit to collect on this note, Borrower agrees to
pay Lender's attorney fees in an amount the court finds to be just and
reasonable.
The term Borrower refers to one or more borrowers. If there is more than one
borrower, they agree to be jointly and severally liable. The term Lender refers
to any person who legally holds this not, including a buyer in a due course.
/s/ Timothy Evans /s/ Larry Parsons
---------------------------------- -------------------------------------
Borrower 1's Signature Borrower 2's Signature
1/15/0 1/15/10
---------------------------------- ------------------------------------
Date Date
Timothy Evans Larry Parsons
---------------------------------- ------------------------------------
Print Name Print Name
Denver Denver
---------------------------------- ------------------------------------
City and County where signed City and County where signed
4880 E. Pacific Pl. Denver, CO 80222 4880 E. Pacific Pl. Denver, CO 80222
---------------------------------- -------------------------------------
Address Address
EX-10
9
forms1amd1exh105sept-13.txt
EXH. 10.5 PROMISSORY NOTE A. EVANS
EXHIBIT 10.5
PROMISSORY NOTE
Name of Borrow 1: RD&G Holdings, Inc.
Name of Borrow 2:
Name of Lender: Arthur W. Evans
1. For value received, Borrower promises to pay to Lender the amount of
$30,000 due on demand at ____________________________________________,
together with interest at the rate of 6% per year from the date this note
was signed until the date it is:
[ ] paid in full (Borrower will receive credits for prepayments,
reducing the total amount of interest to be paid).
[ ] due or paid in full, whichever date occurs last (Borrower will not
receive credits for prepayments).
2. Borrower agrees that this note will be paid in installments, which include
principal and interest, of not less than $__ per month, due on the first dye of
each month, until the principal and interest are paid in full.
3. If any installment payment due under this note is not received by Lender
within 15 days of its due date, the entire amount of unpaid principal will
become immediately due and payable at the option of Lender without prior notice
to Borrower.
4. If Lender prevails in a lawsuit to collect on this note, Borrower agrees to
pay Lender's attorney fees in an amount the court finds to be just and
reasonable.
The term Borrower refers to one or more borrowers. If there is more than one
borrower, they agree to be jointly and severally liable. The term Lender refers
to any person who legally holds this not, including a buyer in a due course.
/s/ Timothy Evans /s/ Larry Parsons
---------------------------- --------------------------------
Borrower 1's Signature Borrower 2's Signature
8/28/13 8/28/13
------------------------------------ ------------------------------------
Date Date
Timothy Evans Larry Parsons
------------------------------------ ------------------------------------
Print Name Print Name
Denver Denver
------------------------------------ ------------------------------------
City and County where signed City and County where signed
4880 E. Pacific Pl. Denver, CO 80222 4880 E. Pacific Pl. Denver, CO 80222
------------------------------------ ------------------------------------
Address Address
EX-21
10
forms1amd1exh21sept-13.txt
EXH. 21 SUBSIDARIES
EXHIBIT 21
SUBSIDARIES
1) RD&G, LLC, a Colorado limited liability company.
2) River Graphics, Inc., a Colorado corporation.
3) River Designs, Inc., a Colorado corporation.
Each subsidiary does business under the name in which it was incorporated.
EX-23
11
forms1amd1exh231sept-13.txt
EXH. 23.1 CONSENT OF ATTORNEYS
EXHIBIT 23.1
CONSENT OF ATTORNEYS
Reference is made to the Registration Statement of RD & G Holdings
Corporation on Form S-1 whereby the Company proposes to sell up to 10,000,000
shares of the Company's common stock. Reference is also made to Exhibit 5
included in the Registration Statement relating to the validity of the
securities proposed to be issued and sold.
We hereby consent to the use of our opinion concerning the validity of the
securities proposed to be issued and sold.
Very truly yours,
HART & HART, LLC
/s/ William T. Hart
William T. Hart
Denver, Colorado
September 10, 2013
EX-23
12
forms1amd1exh232sept-13.txt
EXH. 23.2 CONSENT OF ACCOUNTANTS
EXHIBIT 23.2
Ronald R. Chadwick, P.C.
Certified Public Accountant
2851 South Parker Road, Suite 720
Aurora, Colorado 80014
Phone (303)306-1967
Fax (303)306-1944
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
I consent to the use in the Registration Statement of RD&G Holdings Corporation
on Form S-1/A of my Report of Independent Registered Public Accounting Firm,
dated June 20, 2013 on the balance sheets of RD&G Holdings Corporation as at
December 31, 2011 and 2012, and the related statements of operations,
stockholders' equity, and cash flows for the years then ended.
RONALD R. CHADWICK, P.C.
Aurora, Colorado
September 10, 2013 /s/ Ronald R. Chadwick
-------------------------------