Revenue from the sales of products that include an installation package is recognized when persuasive evidence of an arrangement exists, the product is delivered and services have been rendered to the customer, the price is fixed or determinable, and collectability is reasonably assured. Revenue is recognized under these arrangements upon the completion and customer acceptance of the installation.

Advertising

The Company expenses advertising costs as incurred.  Such costs totaled approximately $Nil and $Nil for the three-month and nine-month periods ended May 31, 2015 and 2014, respectively.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation.  ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period.

Income Taxes

The Company accounts for income taxes utilizing ASC 740, Income Taxes, which requires the measurement of deferred tax assets for deductible temporary differences and operating loss carry-forwards and measurement of deferred tax liabilities for taxable temporary differences.  Measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law.  The effects of future changes in tax laws or rates are not included in the measurement.  The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the statement of operations and comprehensive loss. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is antidilutive.

Basic and Diluted Net Income (Loss) Per Share (continued)

As of May 31, 2015, the Company had no potentially dilutive securities outstanding, other than those potentially issued in conversions of contingently convertible debt (refer to Note 4). However, at May 31, 2015, the number of potentially dilutive shares relating to these financial instruments was indeterminable.

Financial Instruments

ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value:

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Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts receivable, due from related party, accounts payable, due to related party, contingently convertible debt and long-term debt.

Pursuant to ASC 825, the fair value of cash is determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets.

The carrying amount of cash is equal to its fair value. The carrying amounts of accounts receivable, due from related party, accounts payable and due to related party approximates fair values due to the short-term maturity of these instruments. The carrying values of the Company’s contingently convertible debt and long-term debt approximates their fair values based on market rates available for similar debt.

Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s consolidated balance sheet as of May 31, 2015 as follows:

Recently Adopted Accounting Standards

In July 2013, ASC guidance was issued related to the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. The updated guidance requires an entity to net its unrecognized tax benefits against the deferred tax assets for all same jurisdiction net operating loss carryforward, a similar tax loss, or tax credit carryforwards. A gross presentation will be required only if such carryforwards are not available or would not be used by the entity to settle any additional income taxes resulting from disallowance of the uncertain tax position. The update is effective prospectively for the Company’s fiscal year beginning September 1, 2014. The adoption of the pronouncement did not have a material effect on the Company’s consolidated financial statements.

In March 2013, the FASB issued ASU No. 2013-05, Foreign Currency Matters (Topic 830), to clarify the treatment of cumulative translation adjustments when a parent sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity. The updated guidance also resolves the diversity in practice for the treatment of business combinations achieved in stages in a foreign entity. The update is effective prospectively for the Company’s fiscal year beginning September 1, 2014. The adoption of the pronouncement did not have a material effect on the Company’s consolidated financial statements.

In April 2014, the FASB issued ASU No. 2014-08, Discontinued Operations (Topic 205 and 360), which changed the criteria for determining which disposals can be presented as discontinued operations and modified related disclosure requirements. The updated guidance requires an entity to only classify discontinued operations due to a major strategic shift or a major effect on an entity’s operations in the financial statements. The updated guidance will also require additional disclosures relating to discontinued operations. The update is effective prospectively for the Company’s fiscal year beginning September 1, 2014. The adoption of the pronouncement did not have a material effect on the Company’s consolidated financial statements.

Recently Issued Accounting Standards

In June 2014, ASU guidance was issued to resolve the diversity of practice relating to the accounting for stock-based performance awards for which the performance target could be achieved after the employee completes the required service period. The update is effective prospectively or retrospectively for annual reporting periods beginning December 15, 2015. The adoption of the pronouncement is not expected to have a material effect on the Company’s consolidated financial statements.

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In May 2014, ASU guidance was issued related to revenue from contracts with customers. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition. The ASU is effective for annual reporting periods beginning after December 15, 2016, including interim periods and is to be retrospectively applied. Early adoption is not permitted. The Company has not yet determined whether the adoption of this ASU will have any impact on the Company’s consolidated financial statements.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosure. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company is evaluating the impact the revised guidance will have on its consolidated financial statements.

3.  PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

4.  CONTINGENTLY CONVERTIBLE DEBT

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5.  LONG-TERM DEBT

6.  RELATED PARTY TRANSACTIONS AND BALANCES

(a)

As at May 31, 2015, the Company was owed $36,250 (August 31, 2014 - $36,250) from a company controlled by a director in common which has been included in due from related party. The amount is unsecured, non-interest bearing and is due on demand.

(b)

As at May 31, 2015, the Company owed $30,000 (August 31, 2014 - $30,000) to a company controlled by directors in common. The amount is non-interest bearing and has no fixed terms of repayment.

(c)

During the nine-month period ended May 31, 2015, the Company incurred consulting fees to a director of the Company in the amount of $54,000 (2014 - $54,000). As at May 31, 2015, consulting fees payable to the director of $191,800 (August 31, 2014 - $102,000) have been included in accounts payable.

(d)

During the nine-month period ended May 31, 2015, the Company incurred consulting fees to a company controlled by a director in common with the Company in the amount of $Nil (2014 - $39,600). As at May 31, 2015, consulting fees payable to the director of $39,600 (August 31, 2014 - $39,600) have been included in accounts payable.

(e)

During the nine-month period ended May 31, 2015, the Company incurred consulting fees to a company controlled by a director in common with the Company in the amount of $Nil (2014 - $27,000) and rent expense in the amount of $Nil (2014 – $6,300). As at May 31, 2015, consulting fees payable to the company controlled by the director of $9,410 (August 31, 2014 - $Nil) have been included in accounts payable.

(f)

During the nine-month period ended May 31, 2015, the Company incurred professional fees to a company controlled by a director in common with the Company in the amount of $Nil (2014 - $43,800). As at May 31, 2015, professional fees payable to the director of $43,800 (August 31, 2014 - $43,800) have been included in accounts payable.

The transactions were recorded at their exchange amounts, being the amounts agreed upon by the related parties.

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7.  COMMON STOCK

The Company is authorized to issue 750,000,000 shares of common stock with a par value of $0.001 per share. All shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.

On November 20, 2014, Equitas Resources LLC returned, and the Company cancelled, 30,000,000 shares of common stock in treasury that had been previously issued to Equitas Resources, LLC as part of the share purchase agreement for Silex Holdings Inc. (Note 1).

As of May 31, 2015, the Company had 137,090,000 common shares issued and outstanding. There were no common shares issued during the nine months ended May 31, 2015.

8.  COMMITMENTS

On November 2, 2010, the Company entered into a lease agreement for office and showroom space in Edmond, Oklahoma. The initial lease was for a three-year period, which began on December 1, 2010, and expired on November 30, 2013. The Company did not renew the lease and is currently paying on a month-to-month basis.

On March 1, 2012, the Company entered into a lease agreement for office and showroom space in Tulsa, Oklahoma. The lease is began on March 1, 2012, and expires on April 30, 2015. Subsequent to that date, the Company has been paying on a month-to-month basis. Minimum lease payments up until April 30, 2015 are $15,264.

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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 does 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

Three Months Ended May 31, 2015

For the three months ended May 31, 2015, we recorded revenues of $717,280.  Our cost of sales was $421,277, resulting in a gross profit of $296,003.  We paid bank changes and interest expenses of $10,419, consulting fees of $18,000, and general and administrative expenses of $5,326.  We paid insurance expenses of $15,829, interest on long-term debt of $8,039, and recovered maintenance and repair expenses of $5,229.  We paid management fees of $9,181, meals and entertainment expenses of $112, and recovered other expenses of $1,156.  We paid payroll and payroll taxes of $80,634, professional fees of $73,480, and property taxes of $860.  We paid rent expenses of $42,308, utilities of $10,899, and vehicle expenses of $3,379.  We had total expenses of $272,081, resulting in a net loss and comprehensive income of $23,922 for the three months ended May 31, 2015.

Comparatively, for the three months ended May 31, 2014, we recorded revenues of $843,931.  Our cost of sales was $549,910, resulting in a gross profit of $294,021.  We paid bank changes and interest expenses of $8,796, consulting fees of $18,002, and general and administrative expenses of $5,291.  We paid insurance expenses of $8,843, interest on long-term debt of $2,785, and recovered maintenance and repair expenses of $1,885.  We paid management fees of $16,800, meals and entertainment expenses of $1,035, and other expenses of $1,789.  We paid payroll and payroll taxes of $85,130, professional fees of $81, and property taxes of $3,262.  We paid rent expenses of $35,848, utilities of $12,484, and vehicle expenses of $6,178.  We had total expenses of $208,209, resulting in a net loss and comprehensive income of $85,812 for the three months ended May 31, 2014.

The increase in net loss for the three months ended May 31, 2015 compared to the three months ended May 31, 2014 was caused by the increase in insurance expenses and professional fees.

Nine Months Ended May 31, 2015

For the nine months ended May 31, 2015, we recorded revenues of $2,124,984.  Our cost of sales was $1,214,787, resulting in a gross profit of $910,197.  We paid bank changes and interest expenses of $26,523, consulting fees of $54,000, and general and administrative expenses of $14,562.  We paid insurance expenses of $61,937, interest on long-term debt of $17,190, and recovered maintenance and repair expenses of $78.  We paid management fees of $24,431, meals and entertainment expenses of $809, and paid other expenses of $4,587.  We paid payroll and payroll taxes of $265,251, professional fees of $86,076, and property taxes of $4,680.  We paid rent expenses of $111,724, utilities of $35,437, and vehicle expenses of $8,569.  We had total expenses of $715,698, resulting in a net loss and comprehensive income of $194,499 for the nine months ended May 31, 2015.

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Comparatively, for the nine months ended May 31, 2014, we recorded revenues of $2,152,088.  Our cost of sales was $1,594,243, resulting in a gross profit of $557,845.  We paid bank changes and interest expenses of $21,573, consulting fees of $54,006, and general and administrative expenses of $8,866.  We paid insurance expenses of $35,868, interest on long-term debt of $23,132, and maintenance and repair expenses of $5,669.  We paid management fees of $59,346, meals and entertainment expenses of $1,956, and other expenses of $18,806.  We paid payroll and payroll taxes of $247,570, professional fees of $2,089, and property taxes of $15,467.  We paid rent expenses of $142,802, utilities of $35,391, and vehicle expenses of $10,284.  We had total expenses of $682,825, resulting in a net loss and comprehensive loss of $124,979 for the nine months ended May 31, 2014.

The decrease in net loss for the nine months ended May 31, 2015 compared to the nine months ended May, 2014 was caused by the decrease in cost of sales for the nine months ended May 31, 2015.

Critical Accounting Policies and Estimates

During the nine months ended May 31, 2015 there have been no significant changes in our critical accounting policies.

Recent Accounting Pronouncements

During the nine months ended May 31, 2015, there have been no new accounting pronouncements which are expected to significantly impact our financial statements.

Liquidity and Capital Resources

During the nine months ended May 31, 2015, we had net income of $194,499.  We had the following adjustments to reconcile net loss to net cash provided by operating activities: we had an increase of $31 due to amortization and an increase of $10,565 due to donated capital.  We had the following changes in operating assets and liabilities: we had an increase in accounts receivable of $47,971, a decrease of $169,769 due to inventory, a decrease of $251 due to deposits, and an increase of $58,065 due to accounts payable and accrued liabilities.  As a result, we had net cash provided by operating activities of $141,111 for the period.

During the nine months ended May 31, 2014, we had a net loss of $124,979.  We had the following adjustment to reconcile net loss to net cash used in operating activities: we had an increase of $31 due to amortization.  We had the following changes in operating assets and liabilities: we had a decrease of $122,001 due to accounts receivable, a decrease of $33,133 due to inventory, an increase of $100 due to deposits, and an increase of $267,746 due to accounts payable and accrued liabilities.  As a result, we had net cash used in operating activities of $12,236 for the period.

For the nine months ended May 31, 2015, we spent $26,619 on the purchase of property and equipment, resulting in net cash used in investing activities of $26,619 for the period.  We did not pursue any investing activities during the nine months ended May 31, 2014.

For the nine months ended May 31, 2015, we spent $28,643 on the repayment of long-term debt, resulting in net cash used in financing activities of $28,643 for the period.  For the nine months ended May 31, 2014, we received $47,346 as proceeds from the issuance of contingently convertible debt and spent $34,010 on the repayment of long-term debt.  As a result, we had net cash provided by financing activities of $13,336 for the period.

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In June of 2013, the registrant was repositioned as a holding company with the focus of acquiring and managing assets and companies within environmental, energy, and specialty contracting services. We currently have cash assets of $102,755. The Company’s continuation as a going concern is dependent on its ability to obtain additional financing and/or generate sufficient cash-flows from operations to meet its obligations, as may be required. We believe we have available through additional financing; cash-flows that will sustain us for twelve months 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 May 31, 2015, 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 May 31, 2015.  Based on this evaluation, our chief executive officer and principal financial officers have concluded such controls and procedures to be ineffective as of May 31, 2015 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 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.

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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.

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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.

/s/ Rex Washburn

     Rex Washburn

     Chief Executive Officer

/s/ Mike La Lond

     Mike La Lond

     Chief Financial Officer

Dated: January 25, 2016

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