Attached files
| file | filename |
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| EXCEL - IDEA: XBRL DOCUMENT - RJD Green, Inc. | Financial_Report.xls |
| EX-32 - CERTIFICATION - RJD Green, Inc. | rjd_ex32.htm |
| EX-31 - CERTIFICATION - RJD Green, Inc. | rjd_ex31.htm |
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended November 30, 2012
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number
RJD Green, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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27-1065441
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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For correspondence, please contact:
Jillian Ivey Sidoti, Esq.
38730 Sky Canyon Drive – Ste A
Murrieta, CA 92563
(323) 799-1342 (phone)
(951) 224-6675 (fax)
1441 E. HILLCREST DRIVE
THOUSAND OAKS CA 91362
(Address of principal executive offices)
877.862.0061
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
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.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company x
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
At January 14, 2013, there were 37,750,000 shares outstanding of the registrant’s common stock.
RJD GREEN, INC.
( A DEVELOPMENT STAGE COMPANY)
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED November 30, 2012
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Page
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Number
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| PART I. FINANCIAL INFORMATION | ||||
| Item 1. |
Financial Statements
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3 | ||
| Balance Sheets as of November 30, 2012 (Unaudited) and August 31, 2012 | 3 | |||
| Statement of Operations for the three months ended November 30, 2012 and 2011 and the period from September 10, 2009 (inception) to November 30, 2012 (Unaudited) | 4 | |||
| Statement of Cash Flows for the three months ended November 30, 2012 and 2011 and the period from September 10, 2009 (inception) to November 30, 2012 (Unaudited) | 5 | |||
| Notes to Financial Statements (Unaudited) | 6 | |||
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
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9 | ||
| Item 3. |
Controls and Procedures
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12 | ||
| PART II. OTHER INFORMATION | ||||
| Item 1. |
Legal Proceedings
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13 | ||
| Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds
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13 | ||
| Item 3. |
Defaults upon senior securities
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13 | ||
| Item 4. |
Mine Safety Disclosures
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13 | ||
| Item 5. |
Other Information
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13 | ||
| Item 6. |
Exhibits
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14 | ||
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Exhibit 31.1
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Exhibit 32.1
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RJD Green Inc.
( a Development Stage Company)
Balance Sheets
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As of
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November 30, 2012
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August 31, 2012
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Assets:
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(Unaudited)
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(Audited)
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Current Assets:
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Cash
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$ | 4,053 | $ | 2,754 | ||||
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Total Assets
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4,053 | 2,754 | ||||||
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Liabilities and Shareholders' Deficit:
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Current Liabilities:
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Due to related party
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$ | 25,980 | $ | 20,980 | ||||
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Total Liabilities
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25,980 | 20,980 | ||||||
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Shareholders' Deficit:
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Common Stock, 75,000,000 shares authorized (par value $.00002) and 37,750,000 shares issued and outstanding as of November 30, 2012 and August 31, 2012, respectively (1)
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755 | 755 | ||||||
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Additional Paid in capital
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20,520 | 20,520 | ||||||
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Discount on Common Stock
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(275 | ) | (275 | ) | ||||
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Accumulated Deficit
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(42,927 | ) | (39,226 | ) | ||||
| (21,927 | ) | (18,226 | ) | |||||
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Total Liabilities and Shareholders' Deficit
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$ | 4,053 | $ | 2,754 | ||||
(1) All common share amounts and per share amounts in these financial statements, reflect the fifty-for-one stock split of the issued and outstanding shares of common stock of the Company, effective November 30, 2012 including retroactive adjustment of common share amounts. See Note 4.
The accompanying notes are an integral part of these financial statements.
3
RJD Green Inc.
( a Development Stage Company)
Statement of Operations
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For the Three Months Ended November 30, 2012
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For the Three Months Ended November 30, 2011
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Cumulative from Sept 10, 2009 ( the date of inception) to November 30, 2012
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Revenue
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$ | - | $ | - | $ | - | ||||||
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Operating Expenses:
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Organization Fees
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- | 325 | 3,507 | |||||||||
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Filing Fees
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500 | - | 923 | |||||||||
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Legal and audit
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1,985 | - | 8,267 | |||||||||
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Professional Services
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1,200 | 1,676 | 29,876 | |||||||||
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Bank Fees
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16 | 32 | 354 | |||||||||
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Total Operating Expenses:
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3,701 | 2,033 | 42,927 | |||||||||
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Loss before income taxes
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(3,701 | ) | (2,033 | ) | (42,927 | ) | ||||||
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Provision for income taxes
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- | - | - | |||||||||
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Net loss
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$ | (3,701 | ) | $ | (2,033 | ) | $ | (42,927 | ) | |||
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Net loss per share (basic and diluted)
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$ | (0.000 | ) | $ | (0.000 | ) | ||||||
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Weighted average common shares (basic and diluted) (2)
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37,750,000 | 15,990,150 | ||||||||||
(2) All common share amounts and per share amounts in these financial statements, reflect the fifty-for-one stock split of the issued and outstanding shares of common stock of the Company, effective November 30, 2012 including retroactive adjustment of common share amounts. See Note 4.
The accompanying notes are an integral part of these financial statements.
4
RJD Green Inc.
( a Development Stage Company)
Statements of Cash Flows
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For the Three Months Ended November 30, 2012
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For the Three Months Ended November 30, 2011
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Cumulative since September 10, 2009 ( inception) to November 30, 2012
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Operating Activities
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Net loss
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$ | (3,701 | ) | $ | (2,033 | ) | $ | (42,927 | ) | |||
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Net Cash used in operations
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(3,701 | ) | (2,033 | ) | (42,927 | ) | ||||||
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Financing Activities
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Issuance of common stock
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- | - | 21,000 | |||||||||
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Due to related party
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5,000 | 2,000 | 25,980 | |||||||||
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Net cash provided by financing activities
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5,000 | 2,000 | 46,980 | |||||||||
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Net increase (decrease)
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1,299 | (33 | ) | 4,053 | ||||||||
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Cash at the Beginning of the Period:
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2,754 | 1,580 | - | |||||||||
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Cash at the End of the Period
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$ | 4,053 | $ | 1,547 | $ | 4,053 | ||||||
The accompanying notes are an integral part of these financial statements.
5
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
RJD Green Inc. (the "Company") was incorporated under the laws of the State of Nevada on September 10, 2009 and has been inactive since inception. The Company intends to develop an Internet based e-commerce venture.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION - DEVELOPMENT STAGE COMPANY AND GOING CONCERN
The Company has not earned any revenue from operations since inception. Accordingly, the Company’s activities have been accounted for as those of a "Development Stage Enterprise" as set forth in ASC 915, "Development Stage Entities." Among the disclosures required by ASC 915, are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception.
The Company sustained operating losses and accumulated deficit of $42,927 as of November 30, 2012. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtain additional financing, as may be required.
The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
The unaudited condensed interim financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and notes for the year ended August 31, 2012 included in our Annual Report on Form 10-K. The results of the three month periods ended November 30, 2012 are not necessarily indicative of the results to be expected for the full year ending August 31, 2013.
USE OF ESTIMATE
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of November 30, 2012 and August 31, 2012, respectively.
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FAIR VALUE OF FINANCIAL INSTRUMENTS
The Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 820-10, (formerly SFAS No.157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. FASB ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available.
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Level 1: Quoted prices in active markets for identical assets or liabilities.
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Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.
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Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
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RECENT ACCOUNTING PRONOUNCEMENTS - Adopted
In May 2011, the FASB issued ASU 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (IFRS) of Fair Value Measurement Topic 820." ASU 2011-04 is intended to provide a consistent definition of fair value and improve the comparability offair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. The amendments include those that clarify the FASB's intent about the application of existing fair value measurement and disclosure requirements, as well as those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. This update is effective for annual and interim periods beginning after December 15, 2011. Adoption of the new amendment did not have a material effect on the Company’s financial statements.
INCOME TAXES
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized.
LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of November 30, 2012 and August 31, 2012, there are no outstanding dilutive securities.
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NOTE 3 DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS
The Company received funds from related parties from inception to November 30, 2012 of $25,980 and the amount due do not bear interest and is due on demand.
The Company neither owns nor leases any real or personal property. An officer of the corporation provides office space without charge to the Company.
NOTE 4 COMMON STOCK
The Company is currently issuing only one class of common stock, and this has been issued at two different prices since inception. The Company is authorized to issue 75,000,000 shares of common stock. As of November 30, 2012, 37,750,000 shares of common stock were issued and outstanding.
There were no shares issued during the three months ended November 30, 2012.
On October, 2009, there were 200,000 shares issued at $0.01 per share for $2,000 in cash, resulting in additional paid-in capital of $1,800.
On April, 2010, there were 275,000 shares issued to the owner at a discount of $275 as founder’s shares.
On May, 2010, there were 100,000 shares issued at $0.01 per share for $1,000 in cash, resulting in additional paid-in capital of $900.
On August, 2010, there were 130,000 shares issued at $0.10 per share for $13,000 in cash, resulting in additional paid-in capital of $12,870.
On September, 2010, there were 50,000 shares issued at $0.10 per share for $5,000 in cash, resulting in additional paid-in capital of $4,950.
On November 30, 2012, the Company effectuated a fifty to one forward stock split. All shares presented in these financial statements and accompanying footnotes has been retroactively adjusted to reflect the increased number of shares resulting from this action.
NOTE 5 INCOME TAXES
The items accounting for the difference between income taxes computed at the federal statutory rate and the benefit for income taxes were as follow:
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November 30,
2012
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August 31,
2012
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Provision computed at federal statutory rate
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34.00 | % | 34.00 | % | ||||
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State tax, net of federal tax benefit
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0.00 | % | 0.00 | % | ||||
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Valuation allowance
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-34.00 | % | -34.00 | % | ||||
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Effective income tax rate
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0.00 | % | 0.00 | % | ||||
Deferred tax assets resulting from the net operating losses are reduced by a valuation allowance, when, in the opinion of management, utilization is not reasonably assured. The following summarizes the deferred tax assets as of November 30, 2012 and August 31, 2012:
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November 30,
2012
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August 31,
2012
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Deferred tax asset- NOL
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$ | (3,701 | ) | $ | (9,179 | ) | ||
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Less: valuation allowance
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(3,701 | ) | (9,179 | ) | ||||
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Net deferred tax asset
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$ | - | $ | - | ||||
Due to a potential change in ownership under IRC 382, the amount of net operating loss that the Company may utilize in a future year may be limited under IRC Section 382.
The Company periodically evaluates the likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by a valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not.
The Company considers many factors when assessing the likelihood of future realization of our deferred tax assets, including recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carry-forward periods available to us for tax reporting purposes, and other relevant factors.
At November 30, 2012, based on the weight of available evidence, including cumulative losses in recent years and expectations of future taxable income, the Company determined that it was more likely than not that its deferred tax assets would not be realized. Accordingly, the Company has recorded a valuation allowance equivalent to 100% of its cumulative deferred tax assets.
As a result of the implementation of certain provisions of ASC 740 the Company performed an analysis of its previous tax filings and determined that there were no positions taken that it considered materially uncertain. Therefore, there was no provision for uncertain tax positions for the three months ended November 30, 2012 and for the year ended August 31, 2012. Future changes in uncertain tax positions are not expected to have an impact on the effective tax rate due to the existence of the valuation allowance.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in this report and those in our S-1 registration statement deemed effective on October 7, 2011. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in such forward-looking statements as a result of certain factors, including but not limited to, those described under “Risk Factors” included in Part II, Item IA of this report.
Overview
RJD GREEN, INC. (“we”, “us”, the “Company” or like terms) was incorporated in the State of Nevada on September 10, 2009. We are a developmental stage company and have not generated any revenues to date. Since inception, we have not engaged in any business operations other than in connection with our organization and the preparation and filing our registration statement on a Form S-1 (the “Registration Statement”). We have no full-time employees and do not own or lease any property.
We were formed to engage in the business of advertising and marketing service green building supplies, green builders, appliances, and other green technologies for home building. During our initial year of formation we concentrated our energies on analyzing the viability of our business plan, and establishing our business model. Additionally, we are in the process of expanding our website, which upon completion will address the aspects of our business concept as set forth below. We commenced our business operations in April 2010 through the posting of the initial page of our website (www.rjdgreen.com). We currently have nothing posted at rjdgreen.com. We are working on developing the site on the backend, out of public view. We initially will most likely, have a simple wordpress format prior to actual deployment of a fully functioning site.
Given that we have no assets, no current operations and our proposed business contemplates entering into a Business Combination with an operating company or purchasing an operating company, we are a “shell company,” which is defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), as a company which has (i) no or nominal operations; and (ii) either (x) no or nominal assets; (y) assets consisting solely of cash and cash equivalents; or (z) assets consisting of any amount of cash and cash equivalents and nominal other assets.
We are attempting to build www.rjdgreen.com into an Internet based directory for green service providers and building products for consumers and professional in addition to a comprehensive consumer information website. Our principal goal is to earn revenues by uniting buyers and sellers of green building supplies for residential real estate in the United States. In order to generate revenues during the next twelve months, we must:
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1. Enhance our existing website – We believe that using the Internet for a green building products directory and consumer information facility will provide us a base for operating our company. We registered the domain name www.rjdgreen.com, and have developed a preliminary website that is not published for public view as it is not updated fully. We expect to expand the site to be more comprehensive.
2. Develop and implement a marketing plan – Once we establish our presence on the Internet, we intend to devote our efforts to developing and implementing a plan to market our services to businesses. In order to promote our company and attract customers, we plan to advertise via the Internet in the form of banner ads, link sharing programs and search engine placements. We most likely will provide free space to larger retailers for a short period of time to attract interest in the availability of advertising space on our site. We will offer free space and resources until we build up a database of qualified leads and also are better known to our potential customers. After search engine optimization is in place as well as social networking functions, we will begin to offer our advertising opportunities at various levels.
3. Develop and implement a comprehensive consumer information website – In addition to providing consumers with a directory of green building product and service providers, we intend to develop a consumer information website. This consumer information website is intended to let shoppers research the most detailed information regarding green building technologies.
We have limited start-up operations and generated no revenues. Our operations, to date, have been devoted primarily to startup and development activities, which include the following:
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Formation of the company;
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Creation of our initial website, www.rjdgreen.com
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Research of our competition;
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Development of our business plan
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Research of software to assist us in our anticipated website development; and
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Establishment of listing criteria.
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Results of Operations for the Quarter ending November 30, 2012
Assets
Currently, we have $4,053 in cash which is our only asset.
Operating Expense
Total operating expenses for the three months ended November 30, 2012 were $3,701 compared to expenses for the period ended November 30, 2012 of $42,927 since inception.
Net Loss
Net loss for the three months ended November 30, 2012 was $(3,701) and $(2,033) for the three months ended November 30, 2011compared to the period ended November 30, 2012 since inception of $(42,927).
Liquidity and Capital Resources
At November 30, 2012, we had $4,053 in cash.
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Critical Accounting Policies and Estimates
Our critical accounting policies are disclosed in our S-1 Registration Statement. During the three months ended November 30, 2012 there have been no significant changes in our critical accounting policies.
Recent Accounting Pronouncements
Recent accounting pronouncements are disclosed in our S-1 Registration Statement,deemed effective with the Securities and Exchange Commission on October 7, 2011. During the three and six months ended November 30, 2012 there have been no new accounting pronouncements which are expected to significantly impact our consolidated financial statements.
Liquidity and Capital Resources
The Company has $4,053 in cash. The investigation of prospective financing candidates involves the expenditure of capital. The Company will likely have to look to its sole officer, Mr. Robert Kepe, or to third parties for additional capital. There can be no assurance that the Company will be able to secure additional financing or that the amount of any additional financing will be sufficient to conclude its business objectives or to pay ongoing operating expenses.
In the past, Mr. Kepe has provided any cash needed for operations, including any cash needed for this Offering. To date, Mr. Kepe has lent the Company $25,980. Mr. Kepe intends to lend the Company additional capital to pay the accounts payable and to cover any additional costs related to this Offering, but has no obligation to do so. The Note that Mr. Kepe currently has with the Company is a non-interest bearing, unsecured, and has no term of repayment.
If Mr. Kepe is unable to lend additional funds to the Company in the event that Company needs additional funds, we may need to deploy a plan to sell additional shares or look to a third party to lend funds to the Company. If the Company is to borrow funds from a third party, the terms and conditions of such a loan will most likely not be on terms as favorable as the terms offered by Mr. Kepe in the past. If we are unable to address our liquidity issues, there is a great chance that the Company will not have adequate funding to continue its business plan and will thus, fail.
We will require as much as $10,000 in order to develop and deploy our website so that it may start generating revenues. $10,000 will allows us to develop our site enough so that it may be launched for public view, to do implement search engine optimization, and put forth some marketing efforts. $10,000 will be enough to fund our operations for the next 12 months, so long as we keep our operations to a minimum and are able to generate revenues. We currently only have $4,053. Therefore, the cash currently available to us may not enable us to develop the site to the state in which it will optimally be able to generate revenues. If we are to generate revenues prior to needing any additional funding, we will immediately reinvest such revenues into further development our site and deployment of our business plan. We believe that the cash we have available will sustain us for approximately three (3) more months so long as we continuing operating in the manner that we are currently operating.
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ITEM 3. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of November 30, 2012. This evaluation was accomplished under the supervision and with the participation of our chief executive officer / principal executive officer, and chief financial officer / principal financial officer who concluded that our disclosure controls and procedures are currently effective to ensure that all material information required to be filed in the quarterly report on Form 10-Q has been made known to them.
For purposes of this section, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seg.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure, controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by in our reports filed under the Securities Exchange Act of 1934, as amended (the "Act") is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Based upon an evaluation conducted for the period ended November 30, 2012, our Chief Executive Officer and Chief Financial Officer as of November 30, 2012, and as of the date of this Report, has concluded that as of the end of the periods covered by this report, he has identified no material weakness of Company internal controls.
Corporate expenses incurred are processed and paid by the officer of the Company. The current number of transactions is not sufficient to justify the retaining of additional accounting personnel.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles in the United States of America. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on its evaluation, our management concluded that, as of November 30, 2012, our internal control over financial reporting was effective.
This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to the attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this quarterly report.
Changes in Internal Controls over Financial Reporting
We have not yet made any changes in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
None
None
ITEM 4. MINE SAFETY DISCLOSURES
None
None
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ITEM 6. EXHIBITS
(a) Exhibits:
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Number
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Description
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31.1
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Certification of Chief Executive and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
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32.1
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Certification of Chief Executive and Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
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101.INS **
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XBRL Instance Document
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101.SCH **
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XBRL Taxonomy Extension Schema Document
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101.CAL **
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF **
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB **
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE **
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XBRL Taxonomy Extension Presentation Linkbase Document
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__________
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RJD Green, Inc. | |||
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Date: January 14, 2013
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By:
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/s/ Robert Kepe | |
| Robert Kepe | |||
| President and Director | |||
| (Principal Executive Officer) | |||
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Date: January 14, 2013
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By: |
/s/ Robert Kepe
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Robert Kepe
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Secretary, Treasurer, and Chief Financial Officer
(Principal Financial Officer, and Principal Accounting Officer) |
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