Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - RJS Development, Inc. | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 10-K/A
(Amendment No. 1)
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2012
¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to
Commission File Number: 000-54494
RJS DEVELOPMENT, INC.
(Exact Name of Registrant as specified in its Charter)
|
Florida
|
20-0075049
|
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
Room 1701, The One Square, No. 18, Dongyu St.
Chengdu 610051, Sichuan, People’s Republic of China
|
610051
|
|
|
(Address of Principal Executive Offices)
|
(Zip code)
|
+86 (28) 8661-0965
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
|
(Title of each class)
|
(Name of exchange on which registered)
|
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes þ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes þ No
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. þ Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes ¨ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act):
|
Large accelerated filer o
|
Accelerated filer o
|
|
Non-accelerated filer o
|
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). þYes ¨No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Not available.
The number of shares of outstanding common stock, par value $0.01 per share, of the registrant as of May 14, 2013 was 6,000,000.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to RJS Development, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the Securities and Exchange Commission on May 15, 2013 (the “Form 10-K”) is to furnish Exhibit 101, which contains the eXtensible Business Reporting Language (XBRL) Interactive Data Files for the financial statements and notes included in Part II, Item 8 of the Form 10-K.
No other changes have been made to the Form 10-K other than the furnishing of Exhibit 101 described above. This Amendment No. 1 speaks as of the original filing date of the Form 10-K, and does not reflect subsequent events occurring after the original filing date of the Form 10-K or modify, restate or update in any way disclosures made in the Form 10-K.
PART IV
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
(b) Description of Exhibits
|
Exhibit No.
|
Description
|
|
|
3.1
|
Amended and Restated Articles of Incorporation (1)
|
|
|
3.2
|
Bylaws (2)
|
|
|
10.1
|
Securities Purchase Agreement, dated April 23, 2012, by and among Yong Li, as agent and attorney-in-fact for the buyers identified therein, Joe Tyszko and RJS Development, Inc. (3)
|
|
|
14.1
|
Code of Ethics (4)
|
|
|
21.1
|
List of the Company’s Subsidiaries *
|
|
|
31.1
|
Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002 *
|
|
|
32.1
|
Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002 *
|
|
|
101.INS
|
XBRL Instance Document **
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document **
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document **
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document **
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document **
|
|
|
101.PRE
|
Taxonomy Extension Presentation Linkbase Document **
|
|
*
|
Previously filed with RJS Development, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the Securities and Exchange Commission on May 15, 2013.
|
|
|
**
|
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability.
|
|
|
(1)
|
Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on June 16, 2008.
|
|
|
(2)
|
Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 16, 2008.
|
|
|
(3)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 23, 2012.
|
|
|
(4)
|
Incorporated by reference to Exhibit 14 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 16, 2008.
|
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
|
Date: May 17, 2013
|
RJS DEVELOPMENT, INC.
|
|
|
By:
|
/s/ Guofeng Feng
|
|
|
Name: Guofeng Feng
|
||
|
Title: Chief Executive Officer
|
||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
|
Signature
|
Title
|
Date
|
||
|
/s/ Guofeng Feng
|
Chief Executive Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
|
May 17, 2013
|
||
|
Guofeng Feng
|
EXHIBIT INDEX
|
Exhibit No.
|
Description
|
|
|
3.1
|
Amended and Restated Articles of Incorporation (1)
|
|
|
3.2
|
Bylaws (2)
|
|
|
10.1
|
Securities Purchase Agreement, dated April 23, 2012, by and among Yong Li, as agent and attorney-in-fact for the buyers identified therein, Joe Tyszko and RJS Development, Inc. (3)
|
|
|
14.1
|
Code of Ethics (4)
|
|
|
21.1
|
List of the Company’s Subsidiaries *
|
|
|
31.1
|
Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002 *
|
|
|
32.1
|
Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002 *
|
|
|
101.INS
|
XBRL Instance Document **
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document **
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document **
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document **
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document **
|
|
|
101.PRE
|
Taxonomy Extension Presentation Linkbase Document **
|
|
*
|
Previously filed with RJS Development, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the Securities and Exchange Commission on May 15, 2013.
|
|
|
**
|
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability.
|
|
|
(1)
|
Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on June 16, 2008.
|
|
|
(2)
|
Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 16, 2008.
|
|
|
(3)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 23, 2012.
|
|
|
(4)
|
Incorporated by reference to Exhibit 14 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 16, 2008.
|