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EX-32 - EX 31.2 SECTION 302 CERTIFICATIONS - RJS Development, Inc.rjs10q063011ex321.htm
EX-31 - EX 31.1 SECTION 302 CERTIFICATIONS - RJS Development, Inc.rjs10q063011ex311.htm

United States

Securities and Exchange Commission

Washington, D.C. 20549


Form 10-Q


   X  . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended June 30, 2011

Or


       . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT


For the transition period from __________ to __________.


Commission file number 333-151698



RJS DEVELOPMENT, INC.

(Name of small business issuer in its charter)



Florida

(State or other jurisdiction of incorporation or organization)


20-0075049

(I.R.S. Employer Identification No.)


200 Miramar Blvd., St. Petersburg, Florida 33704

(Address of principal executive offices and Zip Code)


Registrant’s telephone number, including area code:  (727) 709-3382



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

Yes   X  . No      .


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 

Yes      . No   X  .


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 12b-2 of the Exchange Act. (Check one):


Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer

      . (Do not check if a smaller reporting company)

Smaller reporting company

  X .


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes      . No   X  .


The number of shares of the issuer’s common stock, par value $.01 per share, outstanding as of July 18, 2011 was 35,000,000.





TABLE OF CONTENTS



 

Page

Part I.  Financial Information

3

 

 

Item 1.  Financial Statements.

3

 

 

Balance Sheets for the periods ending

June 30, 2011 (unaudited) and December 31, 2010 (audited).


3

 

 

Statements of Operations for the three and six months

ended June 30, 2011 and 2010 (unaudited).


4

 

 

Statements of Cash Flows for the six months

ended  June 30, 2011 and 2010 (unaudited).


5

 

 

Notes to Financial Statements

6

 

 

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

10

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

17

Item 4.  Controls and Procedures.

17

 

 

Part II.  Other Information

17

 

 

Item 1.  Legal Proceedings.

17

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

17

Item 3.  Defaults Upon Senior Securities.

18

Item 4.  Submission of Matters to a Vote of Securities Holders (Removed and Reserved)

18

Item 5.  Other Information.

18

Item 6.  Exhibits

18

Signatures

19





2





Part I.  Financial Information


Item 1.  Financial Statements.


RJS Development, Inc.

Balance Sheet

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

December 31,

 

 

 

2011

 

 

2010

 

 

 

(unaudited)

 

 

(audited)

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash

$

2,170

 

$

213

 

Accounts receivable

 

29,171

 

 

-

 

Prepaid expenses

 

1,171

 

 

-

Total current assets

 

32,512

 

 

213

 

 

 

 

 

 

 

Property & equipment, net of accumulated

 

 

 

 

 

 

depreciation of  $7,921 and $7,554, respectively

 

552

 

 

918

 

 

 

 

 

 

 

Total Assets

$

33,064

 

$

1,131

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable and accrued expenses

$

17,685

 

$

12,310

 

Notes payable to Shareholder

 

-

 

 

7,724

Total current liabilities

 

17,685

 

 

20,034

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

Common Stock, $.01 par value,  75,000,000 shares

 

 

 

 

 

 

   authorized; 35,000,000 and 35,000,000 shares

 

 

 

 

 

 

   issued and outstanding, respectively

 

350,000

 

 

350,000

 

Additional paid-in capital

 

(349,650)

 

 

(349,650)

 

Retained Earnings (Accumulated Deficit)

 

15,029

 

 

(19,253)

Total stockholders' equity

 

15,379

 

 

(18,903)

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity

$

33,064

 

$

1,131


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




3






RJS Development, Inc.

Statement of Operations

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

 

 

June 30,

 

 

June 30,

 

 

 

 

 

2011

 

 

 

2010

 

 

 

2011

 

 

 

2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

$

40,744

 

 

$

13,801

 

 

$

66,577

 

 

$

25,451

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General & administration

 

 

 

902

 

 

 

477

 

 

 

6,234

 

 

 

696

 

Selling expenses

 

 

 

7,016

 

 

 

-

 

 

 

7,016

 

 

 

400

 

Professional fees

 

 

 

5,379

 

 

 

6,215

 

 

 

6,979

 

 

 

14,502

 

Rents

 

 

 

1,350

 

 

 

1,350

 

 

 

2,700

 

 

 

2,700

 

Depreciation

 

 

 

183

 

 

 

160

 

 

 

366

 

 

 

533

 

Total operating expenses

 

 

 

14,830

 

 

 

8,202

 

 

 

23,295

 

 

 

18,831

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating earnings

 

 

 

25,914

 

 

 

5,599

 

 

 

34,282

 

 

 

6,620

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

 

9,000

 

 

 

-

 

 

 

9,000

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

$

16,914

 

 

$

5,599

 

 

$

34,282

 

 

$

6,620

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share, primary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and dilutive

 

 

$

0.00

 

 

$

0.00

 

 

$

0.00

 

 

$

0.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

primary and dilutive

 

 

35,000,000

 

 

35,000,000

 

 

35,000,000

 

 

35,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


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



4






RJS Development, Inc.

Statement of Cash Flows

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Six Months Ended

 

 

 

 

 

June 30,

 

 

 

 

 

 

2011

 

 

 

2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

 

 

 

Net income

 

 

$

34,282

 

 

$

6,620

 

 

Adjustment to reconcile Net Income to net

 

 

 

 

 

 

 

 

 

 

  cash provided by operations:

 

 

 

 

 

 

 

 

 

 

     Depreciation and amortization

 

 

 

366

 

 

 

533

 

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

   Accounts receivable

 

 

 

(29,171)

 

 

 

-

 

 

Prepaid expenses

 

 

 

(1,171)

 

 

 

-

 

 

   Accounts payable and accrued expenses

 

 

 

5,375

 

 

 

8,650

 

 

Net Cash Provided by Operating Activities

 

 

9,681

 

 

 

15,803

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

 

 

   Net repayment of stockholder advances

 

 

 

(7,724)

 

 

 

(12,038)

 

 

Net Cash (Used) in Financing Activities

 

 

(7,724)

 

 

 

(12,038)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase in Cash

 

 

 

1,957

 

 

 

3,765

 

 

 

 

 

 

 

 

 

 

 

 

Cash at beginning of period

 

 

 

213

 

 

 

480

 

 

 

 

 

 

 

 

 

 

 

 

Cash at end of period

 

 

$

2,170

 

 

$

4,245

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

 

 

Interest paid

 

 

$

-

 

 

$

-

 

 

Taxes paid

 

 

$

-

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 


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



5







RJS Development, Inc.

Notes to Financial Statements

June 30, 2011

(unaudited)


NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Business and Operations


The Company was incorporated May 27, 2003 in the State of Florida.  The Company is in the business of providing development services in the real estate industry.  The Company generally operates in the Tampa bay area on the West Coast of Florida.


Basis for Presentation


In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the three and six months ended June 30, 2011 and 2010; (b) the financial position at June 30, 2011 and December 31, 2010, and (c) cash flows for the six months ended June 30, 2011 and 2010, has been made.


The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principals require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.


Fair Value Instruments


The Company’s balance sheets include the following financial instruments: cash, accounts receivable, accounts payable and loan to or from stockholder. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. The carrying value of the loan from stockholder approximates fair value based on short term and revolving nature of the advances.


Fair Value Measurement


All financial and nonfinancial assets and liabilities were recognized or disclosed at fair value in the financial statements.  This value was evaluated on a recurring basis (at least annually).  Generally accepted accounting principles in the United States define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on a measurement date. The accounting principles also established a fair value hierarchy which required an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  Three levels of inputs were used to measure fair value.


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


Level 2: Observable market based inputs or unobservable inputs that were corroborated by market data.


Level 3: Unobservable inputs that were not corroborated by market data.


Cash and Cash Equivalents


The majority of cash is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk. The Company considers all highly liquid investments purchased with an original maturity of three and six months or less to be cash equivalents. At June 30, 2011 and December 31, 2010, there were no cash equivalents.



6






Fixed Assets


Furniture and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful live of the asset, which is 5-7 years. Major expenditures that extend the useful lives of property and equipment are capitalized.  Expenditures for maintenance and repairs are charged to expense as incurred.  The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation and amortization period or the unamortized balance is warranted. Based upon its most recent analysis, the Company believes that no impairment of equipment existed at June 30, 2011 or December 31, 2010.


Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. The Company did not recognize any impairment losses for any periods presented.


Revenue Recognition


The Company generates revenue through a variety of development services.  The Company recognizes its revenue on the accrual basis which considers revenue to be earned when the services have been performed.  Management fee revenue is recorded monthly over the term of the contract.  Leasing revenues are recorded on a straight line basis over the length of the lease.  Leasing commissions are recorded when the lease is signed and the amount of commission can be determined..


Concentration of Credit Risk


All revenue recognized during 2011 and 2010 was generated from a limited number of clients in the Tampa Bay area.


Income Taxes


The Company accounts for income taxes under FASB Codification Topic 740 Accounting for Income Taxes, which requires use of the liability method.  Topic 740 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purpose, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.  In prior years, a valuation allowance may be applied against the net deferred tax due to the uncertainty of its ultimate realization.  A provision for income taxes has been calculated in the current year, as the Company has generated net income in excess of prior accumulated losses, whereby the Company will receive a tax benefit from prior net operating losses.


Earnings Per Share


The Company follows FASB Codification Topic 260.  Basic earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares outstanding during the year. Diluted earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares. There are no share equivalents and, thus, anti-dilution issues are not applicable.


NOTE 2 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

  

We have reviewed accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported in 2011. We believe that there are no new or impending standards that may have an impact on our future filings.  The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.




7






NOTE 3 –  PROPERTY AND EQUIPMENT


Property and equipment consists of: 


 

 

March 31,

2011

 

December 31,

2010

Equipment

$

3,991

$

3,991

Furniture

 

4,482

 

4,482

 

 

8,473

 

8,473

Less accumulated depreciation

 

7,921

 

7,554

Property and equipment, net

$

552

$

918


Depreciation of equipment was $183, $160, $366 and $533for the three and six months ended June 30, 2011 and 2010, respectively.


NOTE 4 – RELATED PARTY


Loans to or from Shareholder


The majority owner had advanced cash to the Company, based on cash requirements.  The amount due to the majority shareholder as of December 31, 2010, was $7,724.  There are no repayment terms and currently are not interest bearing.  During the six months ended June 30, 2011, the Company was able to repay the shareholder.   


Upon the repayment, additional payments made to the shareholder, in the amount of $7,016, were expensed as compensation, a selling expense.  These cash advances to or from the shareholder are considered temporary in nature.  


Rent Expense


The Company reports rent expense based on the square footage of the facilities that it uses for operations in the president’s home.  The rental agreement is on a month-to-month basis at $450 per month.  The use of the facility is expected to be temporary in nature and lease terms are month to month.  The Company recognized rent expense of $1,350, $1,350, $2,700 and $2,700 for the three and six months ended June 30, 2011 and 2010, respectively.


The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.


NOTE 5 – CAPITAL STOCK AND FORWARD STOCK SPLIT


Common stock consists of 75,000,000 shares authorized at a par value of $0.01.  At June 30, 2011 there were 35,000,000 shares of common stock outstanding.


NOTE 6 – CONTINGENCIES

 

From time to time the Company may be a party to litigation matters involving claims against the Company.  Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.



8





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


Note Regarding Forward Looking Statements.


This quarterly report on Form 10-Q of RJS Development, Inc. for the period ended June 30, 2011 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby.  To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements which, by definition, involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management's Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.


The following are factors that could cause actual results or events to differ materially from those anticipated, and include but are not limited to: general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in tax laws; and the costs and effects of legal proceedings.


You should not rely on forward-looking statements in this quarterly report. This quarterly report contains forward-looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by RJS Development, Inc. For example, a few of the uncertainties that could affect the accuracy of forward-looking statements include:

 

(a)   an abrupt economic change resulting in an unexpected downturn in demand;

(b)   governmental restrictions or excessive taxes on land;

(c)   over-abundance of companies developing commercial properties to lease space or sell the developed building;

(d)   economic resources to support the development of our projects;

(e)   expansion plans, access to potential clients, and advances in technology; and

(f)   lack of working capital that could hinder the land acquisition for development of our projects.


Financial information provided in this Form 10-Q, for periods subsequent to December 31, 2010, is preliminary and remains subject to audit.  As such, this information is not final or complete, and remains subject to change, possibly materially.


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


The following management’s discussion, analysis of financial condition should be read in conjunction with our financial statements and notes thereto contained elsewhere in this report.


Our Business Overview


RJS Development specializes in commercial real estate development.  Our business, financial condition and results of operations continued to be materially adversely affected during 2011 by the ongoing real estate downturn and economic recession in the United States. These adverse conditions included, among others, high unemployment, lower family income, lower consumer confidence, a large number of foreclosures and homes for sale, increased volatility in the availability and cost of credit, shrinking mortgage markets, unstable financial institutions, lower valuation of retirement savings accounts, lower corporate earnings, lower business investment and lower consumer spending.  We have reduced our operational expenditures accordingly.


Results of Operations


The results of operations are based on preparation of financial statements in conformity with accounting principles generally accepted in the United States.  The preparation of financial statements requires management to select accounting policies for critical accounting areas as well as estimates and assumptions that affect the amounts reported in the financial statements.  The Company’s accounting policies are more fully described in the Notes to Financial Statements.



9






Three months ended June 30, 2011 and 2010


Revenues were $40,744 and $13,801 for the three months ended June 30, 2011 and 2010, respectively.  The increase in revenue was due to increased leasing commissions.


Operating expenses were $14,830 and $8,202 for the three months ended June 30, 2011 and 2010, respectively. The increase in expenses for the three month ended 2011 was primarily due to the payment of compensation to the officer, as cash flows were positive and funds were available.


Six months ended June 30, 2011 and 2010


Revenues were $66,577 and $25,451 for the six month s ended June 30, 2011 and 2010, respectively.  The increase in revenue was due to increased leasing commissions and some continuing management contracts.


Operating expenses were $23,295 and $18,831 for the six months ended June 30, 2011 and 2010, respectively. The increase was due to additional administrative expenses and compensation expenses, off set by a reduction of legal and auditing costs after a successful registration statement filing. We anticipate that our future operating costs will incur reasonable professional expenses on an ongoing basis as we continue to comply with our reporting obligations.  We are currently paying fees to establish a trading symbol with FINRA.


Although we have been able to expand our services, the uncertain economy could have a material adverse effect on such plans. While we have seen some improvement in our business, we cannot be assured that apparent recovery will continue.


Liquidity & Capital Resources


At June 30, 2011, we had cash of $2,170, working capital of $14,827, accumulated earnings of $15,029 and shareholder equity of $15,379.


For the six months ended June 30, 2011, net cash provided by operating activities was $9,681 primarily due to our increased in net income of $34,282 offset by an increase in our accounts receivable of $29,171 and a increase in our accounts payables and accruals in the amount of $5,375. During the six months ended June 30, 2011, we used cash in financing activities, in the amount of $7,724, for net payments on our loan from shareholder.


We anticipate that our future liquidity requirements will arise from the need to fund our growth from operations, pay current debt obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations and raising additional funds from the private sources and/or debt financing.  However, we can provide no assurances that we will be able to generate sufficient cash flow from operations and/or obtain additional financing on terms satisfactory to us, if at all, to remain a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to attain profitability


The commercial real estate development market trend has shown a steady increase in both the number of companies developing and building as well as a decrease in market activity.


Our internal liquidity is provided by our operations.  The Company is dependent on additional funding to continue business.  The Company will seek capital investment, through private placement of its common stock or through debt arrangement.  The Company has historically received temporary debt arrangements from its majority shareholder to bridge temporary cash needs, however the majority shareholder has no obligation to continue this arrangement.


While the capital resources of the company are limited from a cash perspective, the credit of the officers and directors for guaranteeing any loan necessary is extremely strong.  The company has not established any lines of credit with any banks, however it will consider doing so to fund operations until significant capital is obtained.  In the event a supplier or lender requires additional credit to obtain equipment or other business supplies, our officers and directors are willing to extend their credit to accomplish the purchase.



10






Critical Accounting Policies and Estimates


The policies discussed below are considered by our management to be critical to an understanding of our financial statements because their application places the most significant demands on our management’s judgment, with financial reporting results relying on our estimation about the effect of matters that are inherently uncertain. Specific risks for these critical accounting policies are described below. For these policies, our management cautions that future events rarely develop as forecast, and that best estimates may routinely require adjustment.


The SEC has issued cautionary advice to elicit more precise disclosure about accounting policies management believes are most critical in portraying our financial results and in requiring management’s most difficult subjective or complex judgments.


The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make judgments and estimates. On an ongoing basis, we evaluate our estimates, the most significant of which include establishing allowances for doubtful accounts and determining the recoverability of our long-lived tangible and intangible assets. The basis for our estimates are historical experience and various assumptions that are believed to be reasonable under the circumstances, given the available information at the time of the estimate, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from the amounts estimated and recorded in our financial statements.


We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements:


Revenue Recognition.  We recognize revenue in accordance with the accounting standards, which requires that four basic criteria be met before revenue can be recognized: (i) persuasive evidence that an arrangement exists; (ii) the price is fixed or determinable; (iii) collectability is reasonably assured; and (iv) product delivery has occurred or services have been rendered. The Company recognizes its revenue on the accrual basis which considers revenue to be earned when the services have been performed.  Management fee revenue is recorded monthly over the term of the contract.  Leasing revenues are recorded on a straight line basis over the length of the lease.  Leasing commissions are recorded when the lease is signed and the amount of commission can be determined.


Long-Lived Assets.  Long-lived assets, including property, plant and equipment, and intangible assets with determinable lives, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be fully recoverable. An impairment loss is assessed if the undiscounted expected future cash flows generated from an asset are less than its carrying amount. Impairment losses are recognized for the amount by which the carrying value of an asset exceeds its fair value. The estimated useful lives of all long-lived assets are periodically reviewed and revised if necessary.


Fair Value Instruments.  The Company’s balance sheets include the following financial instruments: cash, accounts payable and loan from stockholder.  The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.  The carrying values of the loan from stockholder approximates fair value based on borrowing rates currently available to the Company for instruments with similar terms and remaining maturities.  


Income Taxes.  The Company accounts for income taxes under FASB Codification Topic 740 which requires use of the liability method.  Topic 740 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purpose, referred to as temporary differences.  Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized. A valuation allowance may be applied against the net deferred tax due to the uncertainty of its ultimate realization.


Off-Balance Sheet Arrangements


We have made no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.



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Item 3.  Quantitative and Qualitative Disclosures About Market Risk.


We are a Smaller Reporting Company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


Item 4.  Controls and Procedures.


(a)   

Management’s Conclusions Regarding Effectiveness of Disclosure Controls and Procedures.


The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.


With respect to the period ending June 30, 2011, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934.  


Based upon our evaluation regarding the period ending June 30, 2011, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, has concluded that its disclosure controls and procedures were not effective due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review.  Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.


The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. However, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures will prevent all error and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.


(b)

Changes in Internal Controls.


There have been no changes in the Company’s internal control over financial reporting during the period ended June 30, 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.


Part II.  Other Information


Item 1.  Legal Proceedings.


None.


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


During the three month period ending June 30, 2011, the Company did not issue any unregistered shares of its common stock.


Item 3.  Defaults Upon Senior Securities


None.


Item 4.  Submission of Matters to a Vote of Security Holders.


This Item 4 was removed and reserved by Release No. 33-9089A, effective February 28, 2010.


Item 5.  Other Information.


None.



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Item 6.  Exhibits


Exhibit Number and Description

Location Reference

 

 

 

 

 

(a)

Financial Statements

Filed Herewith

 

 

 

 

 

(b)

Exhibits required by Item 601, Regulation S-K;

 

 

 

 

 

 

 

3.0

Articles of Incorporation

 

 

 

 

 

 

 

 

3.1

Amended and Restated Articles of Incorporation filed with Form S-1 Registration Statement on June 16, 2008

See Exhibit Key

 

 

 

 

 

 

 

3.2

Bylaws filed with Form S-1 Registration Statement on June 16, 2008

See Exhibit Key

 

 

 

 

 

 

11.0

Statement re: computation of per share Earnings

Note 2 to Financial Stmts.

 

 

 

 

 

 

14.0

Code of Ethics

See Exhibit Key

 

 

 

 

 

 

31.1

Certificate of Chief Executive Officer And Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

 

 

 

 

 

 

32.1

Certification of Chief Executive Officer And Chief Financial Officer pursuant to 18 U.S.C. § 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Filed herewith

 

 

 

 

 

101.INS

XBRL Instance Document

Filed herewith

 

 

 

 

 

101.SCH

XBRL Taxonomy Extension Schema

Filed herewith

 

 

 

 

 

101.CAL

XBRL Taxonomy Extension Calculation Linkbase

Filed herewith

 

 

 

 

 

101.DEF

XBRL Taxonomy Extension Definition Linkbase

Filed herewith

 

 

 

 

 

101.LAB

XBRL Taxonomy Extension Label Linkbase

Filed herewith

 

 

 

 

 

101.PRE

XBRL Taxonomy Extension Presentation Linkbase

Filed herewith


Exhibit Key


3.1

Incorporated by reference herein to the Company’s Form S-1 Registration Statement filed with the Securities and Exchange

Commission on June 16, 2008.


3.2

Incorporated by reference herein to the Company’s Form S-1 Registration Statement filed with the Securities and Exchange

Commission on June 16, 2008.


14.0

Incorporated by reference herein to the Company’s Form S-1 Registration Statement filed with the Securities and Exchange

Commission on June 16, 2008.


101

XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.






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SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



RJS DEVELOPMENT, INC.



Date: August 15, 2011

By:  /s/ Joe Tyszko

JOE TYSZKO,

Chief Executive Officer

Chief Financial Officer





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