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 May 31, 2014
-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)
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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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(I.R.S. Employer Identification Number)
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4142 South Harvard, Suite D3
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Tulsa, OK 74135
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(918) 551-7883
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(Address of Principal Executive Offices)
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(Registrant's telephone number)
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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 [ ]
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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 preceding 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):
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [x]
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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 [ ] No [x]
The number of outstanding shares of the registrant’s common stock, July 15, 2014:
Common Stock – 425,500,000
DOCUMENTS INCORPORATED BY REFERENCE
None.
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Table of Contents
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Page
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Part I.
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Financial Information
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Item 1.
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Financial Statements (Unaudited)
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Condensed Balance Sheets as of May 31, 2014 (Unaudited) and August 31, 2013 (Audited)
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4
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Condensed Statements of Comprehensive Loss (Unaudited)
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5
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Condensed Statements of Cash Flows -
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For the Nine Months Ended May, 2014 and 2013 (Unaudited)
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6
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Notes to Unaudited Condensed Financial Statements
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7
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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11
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Item 3.
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Quantitative and Qualitative Disclosures about Market Risk
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12
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Item 4.
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Controls and Procedures
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12
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Part II.
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Other Information
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Item 1.
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Legal Proceedings
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Item 1a.
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Risk Factors
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Item 2.
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Unregistered Sales of Equity Securities and Proceeds
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13
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Item 3.
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Defaults Upon Senior Securities
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Item 4.
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Mine Safety Disclosure
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Item 5.
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Other Information
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13
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Item 6.
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Exhibits
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13
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Signatures
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3
RJD GREEN INC.
(A DEVELOPMENT STAGE COMPANY)
Condensed Balance Sheets
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May 31, 2014
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August 31, 2013
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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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$
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1,141
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$
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50
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Total Assets
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$
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1,141
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$
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50
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Going concern (Note 2)
Commitments and contingencies (Note 5)
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Stockholders’ Equity:
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Common Stock, 750,000,000 shares authorized (par value $0.00001) as of May 31, 2014; 425,500,000 shares issued and outstanding as of May 31, 2014
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4,255
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4,255
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Additional paid-in capital
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43,000
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59,844
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Donated capital
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59,961
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-
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Discount on Common Stock
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(275)
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(275)
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Accumulated Deficit
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(105,800)
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(63,774)
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1,141
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50
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Stockholders’ Equity
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$
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1,141
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$
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50
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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 Comprehensive Loss
(Unaudited)
The accompanying notes are an integral part of these unaudited condensed financial statements
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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 up to January 20, 2013. On January 20, 2013 the Company commenced operations as a consultant and 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 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 comprehensive loss, stockholders' equity and cash flows disclose activity since the date of the Company's inception.
The Company sustained operating losses and accumulated deficit of $105,800 as of May 31, 2014. The Company’s continuation as a going concern is dependent on its ability to obtain additional financing, as may be required, to meet its obligations.
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.
These interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended August 31, 2013, included in the Company’s Annual Report on Form 10-K/A filed December 17, 2013 with the SEC.
The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at May 31, 2014 and the results of its operations and cash flows for the nine months ended May 31, 2014 and 2013. The results of operations for the period ended May 31, 2014 are not necessarily indicative of the results to be expected for future quarters or the full year.
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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. At May 31, 2014, the Company had $1,141 (August 31, 2013 - $50) in cash. Pursuant to ASC 820 the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets.
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
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.
In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, including an Amendment to Variable Interest Entities Guidance in Topic 810 Consolidation. The objective of the amendments in ASU No. 2014-10 is to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements for development stage entities. ASU No. 2014-10 is effective as of the first annual period beginning after December 15, 2014, at which time the presentation and disclosure requirements in Topic 915 will no longer be required. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption of those new standards is permitted.
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 not more likely than not that some or all of the deferred tax assets will 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 May 31, 2014 and 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 $0.00001.
As of May 31, 2014, the Company had 425,500,000 common shares issued and outstanding. There were no common shares issued during the nine months ended May 31, 2014.
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NOTE 4 FAIR VALUE MEASUREMENTS
The following table provides a summary of the recognized assets and liabilities that are measured at fair value on a recurring basis:
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As at May 31, 2014
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As at August 31, 2013
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Level 1
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Level 2
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Level 3
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Level 1
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Level 2
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Level 3
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Assets
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Cash
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$1,141
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$50
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There were no transfers into or out of Level 1, Level 2 or Level 3 assets and liabilities for any of the periods presented.
NOTE 5 COMMITMENTS AND CONTINGENCIES
On May 21, 2013, the registrant entered into a definitive agreement with the shareholders of Silex Holdings, Inc. Pursuant to the agreement, the registrant will purchase all of the outstanding securities of Silex Holdings, Inc. in exchange for 375,390,000 common shares of the registrant. The registrant 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 audit of 2013, and for RJD to complete its pending Form S-1 amended filing.
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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
For the three months ended May 31, 2014, we received revenues of $1,000. We paid $10,482 for professional services, $0 in filing fees, $0 in organizational fees, $0 in legal and audit, and $0 in bank fees. As a result, we had net loss of $9,482 for the three months ended May 31, 2014.
In comparison, for the three months ended May 31, 2013, we received revenues of $565. We had professional services fees of $2,565, $0 in filing fees, $675 in organization fees, $10,780 in legal and audit, and bank fees of $132. As a result, we had net loss of $13,587 for the three months ended May 31, 2013.
For the nine months ended May 31, 2014, we received revenues of $1,101. We paid $43,127 for general and administrative expenses. As a result, we had a net loss of $42,026 for the nine months ended May 31, 2014.
In comparison for the nine months ending May 31, 2013 we received revenues of $1,065. We paid $20,983 in general and administrative expenses. As a result, we had a net loss of $19,918 for the nine months ended May 31, 2013.
The 30% decrease in net loss for the three months ended May 31, 2014 compared to the three months ended May 31, 2013, and the 110% increase in net loss for the nine months ended May 31, 2014 compared to the nine months ended May 31, 2013 were 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 May 31, 2014 there have been no significant changes in our critical accounting policies.
Recent Accounting Pronouncements
During the three and nine months ended May 31, 2014, there have been no new accounting pronouncements which are expected to significantly impact our financial statements.
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Liquidity and Capital Resources
For the period from September 10, 2009 (inception) through May 31, 2014, we have not conducted any investing activities.
For the nine months ended May 31, 2014, we received $32,635 from donated capital, $10,482 in expenses paid on the Company’s behalf and $0 from related party borrowing. As a result, we had net cash provided by financing activities of $32,635 for the nine months ended May 31, 2014.
For the nine months ended May 31, 2013, we received $13,325 from donated capital and $5,000 from related party borrowing. As a result, we had net cash provided by financing activities of $18,325 for the nine months ended May 31, 2013.
On January 20, 2013, the Company commenced operations as a consultant and website raising awareness of green and efficient building materials and concepts. Currently, our website is live and operational. Furthermore, we have generated revenues from our consulting services to contractors and builders. We currently only have cash assets of $1,141. 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 of 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 May 31, 2014, 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, 2014. Based on this evaluation, our chief executive officer and principal financial officers have concluded such controls and procedures to be in effective as of May 31, 2014 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: July 15, 2014
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