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EX-32 - EXHIBIT 32 - RJD Green, Inc.rjdgreen10q1q13ex32.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


(Mark One)

[X]

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended November 30, 2013


-OR-


[   ]

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


Commission File Number: 333-170312


RJD Green, Inc.

(Exact name of registrant as specified in its charter)



 

 

 

Nevada

 

27-1065441

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)



 

 

 

4142 South Harvard, Suite D3

 

 

Tulsa, OK 74135

 

(918) 551-7883

(Address of Principal Executive Offices)

 

(Registrant's telephone number)


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


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


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


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


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

Yes [x]   No  [ ]




1




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the proceeding 12 months (or for such shorter period that the registrant was required to submit and post such files).                         Yes [x]             No  [ ]


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


 

 

 

Large accelerated filer [ ]

 

Accelerated filer                     [ ]

Non-accelerated filer   [ ]

 

Smaller reporting company   [x]


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


The number of outstanding shares of the registrant’s common stock, January 21, 2014:

Common Stock – 425,500,000




DOCUMENTS INCORPORATED BY REFERENCE


  None.




2




Table of Contents

 

 

 

 

 

Page

Part I.

Financial Information

 

 

 

 

Item 1.  

Financial Statements (Unaudited)

 

 

 

 

 

Condensed Balance Sheets as of November 30, 2013 (Unaudited) and  August 31, 2013 (Audited)

4

 

 

 

 

Unaudited Condensed Statements of Operations -

 

 

For the Three Months Ended November 30, 2013 and 2012 and for the period from September 10, 2009 (inception date) to November 30, 2013

5

 

 

 

 

Unaudited Condensed Statements of Cash Flows -

 

 

For the Three Months Ended November 30, 2013 and 2012 and for the period from September 10, 2009 (inception date) to November 30, 2013

6

 

 

 

 

Notes to unaudited Condensed Financial Statements -

7

 

 

 

Item 2.

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

12

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

13

Item 4.

Controls and Procedures

13

 

 

 

Part II.

Other Information

 

 

 

 

Item 1.

Legal Proceedings

15

Item 1a.

Risk Factors

15

Item 2.

Unregistered Sales of Equity Securities and Proceeds

15

Item 3.

Defaults Upon Senior Securities

15

Item 4.

Mine Safety Disclosure

15

Item 5.

Other Information

15

Item 6.

Exhibits

15

 


Signatures

16



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RJD GREEN, INC.

(A DEVELOPMENT STAGE COMPANY)

Condensed Balance Sheets


 

 

November 30, 2013

 

 August 31, 2013

Assets:

 

 (Unaudited)

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

Cash

$

     50

$

50

Total Assets

$

   50

$

   50

 

 

 

 

 

 

 

 

 

 

Shareholders'  Equity:

 

 

 

 

 

 

 

 

 

Common Stock, 750,000,000 shares authorized (par value $.001)  as of November 30, 2013; 425,500,000 shares  issued and outstanding as of  November 30, 2013 and August 31, 2013 (1)

 

 4,255

 

 4,255

Additional paid in capital

 

   77,347

 

  59,844

Discount on Common Stock

 

  (275)

 

  (275)

Accumulated Deficit

 

 (81,277)

 

   (63,774)

 

 

  50

 

 50

Shareholders' Equity

$

  50

$

 50  



(1)All common share amounts and per share amounts in these financial statements reflect the fifty-for-one and two-for-one stock splits of the issued and outstanding shares of common stock of the Company, effective November 30, 2012 and March 21, 2013 respectively, including retroactive adjustment of common share amounts. See Note 3.



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




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RJD GREEN, INC.

(A DEVELOPMENT STAGE COMPANY)

Condensed Statements of Operations

(Unaudited)

 

 

For the Three Months Ended November 30, 2013

 

For the Three Months Ended November 30, 2012

 

Cumulative from Sept 10, 2009 (the date of inception) to November 30, 2013

Revenue

$

   -

$

   -   

$

1,115    

 

 

 

 

 

 

 

Operating Expenses:

 

17,503

 

3,701

 

82,392

 

 

 

 

 

 

 

Loss before income taxes

 

       (17,503)

 

 (3,701)

 

(81,277)

 

 

 

 

 

 

 

Provision for income taxes

 

     -

 

    -   

 

    -   

 

 

 

 

 

 

 

Net loss

$

(17,503)

$

(3,701)

 $

      (81,277)

 

 

 

 

 

 

 

Net loss per share (basic and diluted)

$

   (0.00)

$

(0.00)

 

 

Weighted average common shares (basic and diluted) (2)

 

425,500,000

 

75,500,000

 

 


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


2) All common share amounts and per share amounts in these financial statements reflect the fifty-for-one and two-for-one stock splits of the issued and outstanding shares of common stock of the Company, effective November 30, 2012 and March 21, 2013, respectively, including retroactive adjustment of common share amounts. See Note 3.



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RJD GREEN, INC

(A DEVELOPMENT STAGE COMPANY)

Condensed Statements of Cash Flows

(Unaudited)

 

 

 

For the Three Months Ending November 30, 2013

 

For the Three Months Ending November 30, 2012

 

Cumulative from September 10, 2009 (the date of inception) to November 30, 2013

 

 

 

 

 

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

Net loss

$

 (17,503)

$

 (3,701)

$

 (81,277)

 


Shareholders’ contribution for organizational expenses

 

17,503

 

-

 

34,347

 Net cash used in operations

 

-

 

 (3,701)

 

 (46,930)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

Issuance of Common Stock

 

 -

 

  -

 

21,000

 

Borrowing from a related party

 

 -

 

 5,000

 

25,980

 

Net cash provided by financing activities  

 

-

 

  5,000

 

 

46,980

 

 

 

 

 

 

 

 

 

Net increase (decrease)

 

  -

 

 1,299

 

50

 

 

 

 

 

 

 

 

 

Cash at the Beginning of the Period:

 

50

 

 2,754

 

 -

 

 

 

 

 

 

 

 

 

Cash at the End of the Period

$

 50

$

 4,053

$

50

 

 

 

 

 

 

 

 



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



6



RJD GREEN, INC.

(A DEVELOPMENT STAGE COMPANY)

Notes to the Condensed Financial Statements (Unaudited)


NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS


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


On May 21, 2013, the Company entered into a definitive agreement with the shareholders of Silex Holdings, Inc. Pursuant to the agreement, the Company will purchase all of the outstanding securities of Silex Holdings, Inc. in exchange for 375,390,000 common shares of the Company. The Company anticipates that the acquisition will be completed in the fiscal year ended August 31, 2014. Silex Holdings, Inc. shall be a wholly owned subsidiary of the registrant. Completion date of the acquisition was at the request of Silex Holdings Inc. as they desired to complete their fiscal year December 31, 2013, and for the Company to complete its pending Form S-1 amended filing.



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


BASIS OF PRESENTATION - DEVELOPMENT STAGE COMPANY AND GOING CONCERN


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


The Company sustained operating losses and accumulated deficit of $81,277 as of November 30, 2013. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtain additional financing, as may be required.


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




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USE OF ESTIMATES


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


REVENUE RECOGNITION


The Company’s revenue recognition policy complies with the requirements of ASC 605. Revenue is recognized when i) persuasive evidence of an arrangement exists, ii) delivery has occurred, iii) the sales price is fixed or determinable, iv) collection is probable and v) obligations have been substantially performed pursuant to the terms of the arrangement.


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, 2013 and August 31, 2013, respectively.


FAIR VALUE OF FINANCIAL INSTRUMENTS


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


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


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


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




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RECENT ACCOUNTING PRONOUNCEMENTS – Adopted


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


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, 2013 and August 31, 2013, there are no outstanding dilutive securities.


NOTE 3- COMMON STOCK


The Company is currently issuing only one class of common stock, and this has been issued at two different prices since inception. The Company is authorized to issue 750,000,000 shares of common stock at $0.001.


As of November 30, 2013, the Company had 425,500,000 common shares issued and outstanding. There were no common shares issued during the three months ended November 30, 2013.


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




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


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


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


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


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


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


As of March 21, 2013, the Company increased the authorized common shares from 500,000,000 to 750,000,000 common shares.  


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


NOTE 4 - 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:


 

November 30, 2013

August 31, 2013

Benefit computed at federal statutory rate

34.00%

34.00%

State tax, net of federal tax benefit

0.00%

0.00%

Valuation allowance

(34.00%)

(34.00%)

Effective income tax rate

0.00%

0.00%




10



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, 2013 and August 31, 2013:


 

November 30, 2013

August 31, 2013

Deferred tax asset - NOL

$ 51,230

 $ 33,727

Less: valuation allowance

(51,230)

  (33,727)

Net deferred tax asset

$           -

$           -


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


As a result of the implementation of certain provisions of ASC 740 the Company performed an analysis of its previous tax filings and determined that there were no positions taken that it considered materially uncertain. Therefore, there was no provision for uncertain tax positions for the three months ended November 30, 2013 and for the year ended August 31, 2013. 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.


Trends and Uncertainties


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


Results of Operations

 

For the three months ended November 30, 2013, we received revenues of $0.  We paid $9,725 for professional services, $900 in filing fees, $0 in organizational fees, $6,878 in legal and audit, and $0 in bank fees.  As a result, we had net loss of $17,503 for the three months ended November 30, 2013.


In comparison, for the three months ended November 30, 2012, we did not receive any revenues.  We had professional services fees of $1,200, $500 in filing fees, $0 in filing fees, $1,985 in legal and audit, and bank fees of $16.  As a result, we had net loss of $3,701 for the three months ended November 30, 2012.


The 373% increase in net loss for the three months ended November 30, 2013 compared to the three months ended November 30, 2012 was caused primarily by the increase in legal and audit, and professional services during this period.  These expenses were accrued as a result of the reporting requirements for a public company.


Critical Accounting Policies and Estimates


During the three months ended November 30, 2013 there have been no significant changes in our critical accounting policies.


Recent Accounting Pronouncements


During the three months ended November 30, 2013, there have been no new accounting pronouncements which are expected to significantly impact our financial statements.




12



Liquidity and Capital Resources


For the period from September 10, 2009 (inception) through November 30, 2013, we have not conducted any investing activities.


For the three months ended November 30, 2013, we did not pursue any financing activities.


For the three months ended November 30, 2012, we received $5,000 from related party borrowing.  As a result, we had net cash provided by financing activities of $5,000 for the three months ended November 30, 2012.


On January 20, 2013, the registrant commenced operations as a consultant and website raising awareness of green and efficient building materials and concepts. Currently, their website is live and operational. Furthermore, the registrant has generated revenues from its consulting services to contractors and builders. We currently only have cash assets of $50. Therefore, the cash currently available to us may not enable us to continue to market the site to the state in which it will optimally be able to generate material revenues. If we are to generate material revenues prior to needing any additional funding, we will immediately reinvest such revenues into further development our site and deployment of our business plan. We believe that the cash we have available will sustain us for less than one month so long as we continuing operating in the manner that we are currently operating.


Item 3. Quantitative and Qualitative Disclosures about Market Risk


Not applicable for smaller reporting companies.


Item 4. Controls and Procedures

 

During the period ended November 30, 2013, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Evaluation of Disclosure Controls and Procedures


Under the supervision and with the participation of our management, including our chief executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of November 30, 2013.  Based on this evaluation, our chief executive officer and principal financial officers have concluded such controls and procedures to be ineffective as of November 30, 2013 to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized



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and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.




14




Part II.  Other Information


Item 1. Legal Proceeding


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


Item 1A.  Risk Factors


Not applicable to smaller reporting companies.


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


None


Item 3. Defaults Upon Senior Securities


None


Item 4. Mine Safety Disclosures


Not Applicable


Item 5. Other Information


None


Item 6. Exhibits


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


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

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

101.INS**   XBRL Instance Document

101.SCH**   XBRL Taxonomy Extension Schema Document

101.DEF**   XBRL Taxonomy Extension Definition Linkbase Document

101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB**   XBRL Taxonomy Extension Label Linkbase Document

101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document

*  Filed herewith

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



15






SIGNATURES


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



RJD Green, Inc.


/s/ Rex Washburn

     Rex Washburn

     Chief Executive Officer


/s/ Mike LaLond

     Mike LaLond

     Chief Financial Officer



Dated: January 21, 2014




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