U. S. 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, 2011
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number
RJD Green, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 27-1065441 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
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.
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company x | |||
| (Do not check if a smaller reporting company) |
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 November 30, 2011, there were 755,000 shares outstanding of the registrant’s common stock.
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED November 30, 2011
| Page | |||||
| Number | |||||
| PART I. FINANCIAL INFORMATION | |||||
| Item 1. | Financial Statements | ||||
| Balance Sheets as of November 30, 2011 and August 31, 2011 | F-1 | ||||
| Statements of Operations for the three months ended November 30, 2011 and August 31, 2011 and for the period from September 10, 2009 (date of inception) to November 30, 2011 | F-2 | ||||
| Statement of Stockholders’ Deficit as of November 30, 2011 | F-3 | ||||
| Statements of Cash Flows for the three months ended November 30, 2011 and August 31, 2011 and for the period from September 10, 2009 (date of inception) to November 30, 2011 | F-4 | ||||
| Notes to Financial Statements | F-5 | ||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 3 | |||
| Item 3. | Controls and Procedures | 6 | |||
| PART II. OTHER INFORMATION | |||||
| Item 1. | Legal Proceedings | 7 | |||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 7 | |||
| Item 3. | Defaults upon senior securities | 7 | |||
| Item 4. | Submissions of matters to a vote of securities holders | 7 | |||
| Item 5. | Other Information | 7 | |||
| Item 6. | Exhibits | 8 | |||
| Exhibit 31.1 | |||||
| Exhibit 32.1 | |||||
2
PART I — FINANCIAL INFORMATION
| RJD Green Inc. |
| ( a Development Stage Company) |
| Balance Sheet |
| As of | ||||||||
November 30, 2011 | August 31, 2011 | |||||||
| (Unaudited) | (Audited) | |||||||
| Assets: | ||||||||
| Current Assets: | ||||||||
| Cash | $ | 1,547 | $ | 1,466 | ||||
| Total Assets | $ | 1,547 | $ | 1,466 | ||||
| Liabilities and Shareholders' Equity: | ||||||||
| Current Liabilities: | ||||||||
| Accrued expense | $ | - | $ | - | ||||
| Payable to a related party | 12,627 | 10,513 | ||||||
| Total Liabilities | 12,627 | 10,513 | ||||||
| Shareholders' Equity; | ||||||||
| Common Stock, 75,000,000 shares authorized ( par value $.001) and 755,000 shares issued and outstanding as of November 30, 2011 and August 31, 2011, respectively | 755 | 755 | ||||||
| Paid in capital | 47,745 | 47,745 | ||||||
| Deficit accumulated during development stage | (59,580 | ) | (57,547 | ) | ||||
| (11,080 | ) | (9,047 | ) | |||||
| Total Liabilities and Shareholders' Equity | $ | 1,547 | $ | 1,466 | ||||
See accompanying notes to financial statements.
F-1
RJD GREEN, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2011 AND NOVEMBER 30, 2010
PERIOD FROM SEPTEMBER 10, 2009(INCEPTION) TO NOVEMBER 30, 2011
3-months period ended November 30, 2011 | 3-months period ended November 30, 2010 | Cumulative from Sept 10, 2009 ( the date of inception) to November 30, 2011 | ||||||||||
| Revenue | $ | - | $ | - | $ | - | ||||||
| Operating Expenses: | ||||||||||||
| Organization Fees | 325 | 158 | 3,507 | |||||||||
| Filing Fees | - | 537 | ||||||||||
| Legal and audit | - | 852 | 6,282 | |||||||||
| Professional Services | 1,676 | 4,250 | 21,512 | |||||||||
| Service paid in stock | - | - | 27,500 | |||||||||
| Bank Fees | 32 | 41 | 242 | |||||||||
| Total Operating Expenses: | 2,033 | 5,301 | 59,580 | |||||||||
| Income ( Loss) before income taxes | (2,033 | ) | (5,301 | ) | (59,580 | ) | ||||||
| Provision for income taxes | - | - | - | |||||||||
| Net loss | $ | (2,033 | ) | $ | (5,301 | ) | $ | (59,580 | ) | |||
| Net loss per share ( basic and diluted) | $ | (0.006 | ) | $ | (0.017 | ) | �� | $ | (0.186 | ) | ||
| Weighted average common shares ( basic and diluted) | 319,803 | 319,803 | 319,803 | |||||||||
See accompanying notes to financial statements.
F-2
RJD GREEN, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS’ DEFICIT
PERIOD FROM SEPTEMBER 10, 2009(INCEPTION) TO NOVEMBER 30, 2011
Number of Common Shares | Amount | Additional Paid-In Capital | Deficit Accumulated during development stage 9/2009-12/2010 | Total | ||||||||||||||||
| Pre-Inception Balance | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
Common Stock Issued for Cash $.01 per share, Oct 2009 | 200,000 | 200 | 1,800 | - | 2,000 | |||||||||||||||
| Stock issued for service, April 2010 | 275,000 | 275 | 27,225 | - | 27,500 | |||||||||||||||
Common Stock Issued for Cash $.01 per share., May 2010 | 100,000 | 100 | 900 | - | 1,000 | |||||||||||||||
Common Stock Issued for Cash $.10 per share, August 2010 | 130,000 | 130 | 12,870 | - | 13,000 | |||||||||||||||
| Net Loss for the Period | - | - | - | (35,242 | ) | (35,242 | ) | |||||||||||||
| Balance as of August 31, 2010 | 705,000 | 705 | 42,795 | (35,242 | ) | 8,258 | ||||||||||||||
| Common stock issued for Cash @ $.10 per share, Sept 2010 | 50,000 | 50 | 4,950 | - | 5,000 | |||||||||||||||
| Net loss for the year ended August 31, 2011 | - | - | - | (22,305 | ) | (22,305 | ) | |||||||||||||
| Balance as of August 31, 2011 | 755,000 | 755 | 47,745 | (57,547 | ) | (9,047 | ) | |||||||||||||
| Net loss for the period | - | - | - | (2,033 | ) | (2,033 | ) | |||||||||||||
| Balance as of November 30, 2011 | 755,000 | 755 | 47,745 | (59,580 | ) | (11,080 | ) | |||||||||||||
See accompanying notes to financial statements.
F-3
RJD GREEN, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2011 AND 2010
PERIOD FROM SEPTEMBER 10, 2009(INCEPTION) TO NOVEMBER 30, 2011
PERIOD FROM SEPTEMBER 10, 2009(INCEPTION) TO NOVEMBER 30, 2011
3-months period ended November 30, 2011 | 3-months period ended November 30, 2010 | Cumulartive since September 30, 2009 ( inception) to November 30, 2011 | ||||||||||
Cash Flows From Operating Activities | - | - | - | |||||||||
| Net loss | $ | (2,033 | ) | $ | (5,301 | ) | (59,580 | ) | ||||
Adjustments to reconcile net income (loss) to net cash (used in) operations | - | - | - | |||||||||
| Common stock issued for service rendered | - | - | 27,500 | |||||||||
| Changes in operating assets and liabilities | - | - | - | |||||||||
| Increase (decrease) in accrued expense | - | - | - | |||||||||
| Net Cash provided by (used in) operations | (2,033 | ) | (5,301 | ) | (32,080 | ) | ||||||
Cash Flows From Investing Activities | ||||||||||||
| Net cash provided by investing activities | - | - | - | |||||||||
Cash Flows From Financing Activities | ||||||||||||
| Issuance of Common Stock | - | 5,000 | 21,000 | |||||||||
| Borrowing from a related party | 2,000 | 7,000 | 12,513 | |||||||||
| Net cash provided by financing activities | 2,000 | 12,000 | 33,513 | |||||||||
| Net increase (decrease) | (33 | ) | 6,699 | 1,433 | ||||||||
| Cash at the Beginning of the Period: | 1,580 | 11,771 | - | |||||||||
| Cash at the End of the Period | $ | 1,547 | $ | 18,470 | 1,433 | |||||||
| Noncash investing and financiaing activities: | ||||||||||||
| Common stock issued for services rendered | $ | - | $ | - | 27,500 | |||||||
Supplemental Disclosures of Cash Flow Information | ||||||||||||
| Interest paid | $ | - | $ | - | - | |||||||
| Income taxes paid | $ | - | $ | - | - | |||||||
See accompanying notes to financial statements.
F-4
RJD GREEN, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2011
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 serve as an Internet based e-commerce venture.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION - DEVELOPMENT STAGE COMPANY
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 has elected a fiscal year ending on August 31.
The interim audited financial statements included in this document have been prepared on the same basis as the annual financial statements and in management's opinion, reflect all adjustments, including normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the interim periods presented.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
The Company's financial statements have been prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has historically incurred losses, which raises substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.
The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected an August 31 year-end.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted accounting principles accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.
F-5
FAIR VALUE OF FINANCIAL INSTRUMENTS
In April 2009, the FASB issued FASB ASC 825-10-50 and FASB ASC 270 ("FSP 107-1 AND APB 28-1 Interim Disclosures About Fair Value Of Financial Instruments"), which increases the frequency of fair value disclosures to a quarterly basis instead of on an annual basis. The guidance relates to fair value disclosures for any financial instruments that are not currently reflected on an entity's balance sheet at fair value. FASB ASC 825-10-50 and FASB ASC 270 are effective for interim and annual periods ending after August 31, 2010. The adoption of FASB ASC 825-10-50 and FASB ASC 270 did not have a material impact on results of operations, cash flows, or financial position.
CASH EQUIVALENTS
The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.
REVENUE RECOGNITION
The Company recognizes revenues and the related costs when persuasive evidence of an arrangement exists, delivery and acceptance has occurred or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Amounts invoiced or collected in advance of product delivery or providing services are recorded as deferred revenue. The Company accrues for warranty costs, sales returns, bad debts, and other allowances based on its historical experience.
STOCK-BASED COMPENSATION
We account for non-employee stock-based compensation in accordance with ASC 718 and ASC Topic 505 ("ASC 505"). ASC 718 and ASC 505 require that we recognize compensation expense based on the estimated fair value of stock-based compensation granted to non-employees over the vesting period, which is generally the period during which services are rendered by the non-employees.
INCOME TAXES
Income Taxes - The Company accounts for its income taxes under the provisions of FASB-ASC-10 "Accounting for Income Taxes." This statement requires the use of the asset and liability method of accounting for deferred income taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes, at the applicable enacted tax rates. The Company provides a valuation allowance against its deferred tax assets when the future realizability of the assets is no longer considered to be more likely than not. There were no current or deferred income tax expenses or benefits due to the Company not having any material operations for the period from September 1, 2011 through November 30, 2011.
BASIC EARNINGS (LOSS) PER SHARE
Earnings per share is computed in accordance with the provisions of Financial Accounting Standards (FASB) Accounting Standards Codification (ASC) Topic 260 (SFAS No. 128, "Earnings Per Share"). Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of common shares outstanding during the period, as adjusted for the dilutive effect of the Company's outstanding convertible shares using the "if converted" method and dilutive potential common shares. Potentially dilutive securities include warrants, convertible stock, restricted shares, and contingently issuable shares.
F-6
IMPACT OF NEW ACCOUNTING STANDARDS
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position, or cash flow.
NOTE 3 - INDEBTNESS TO A RELATED PARTY AND RELATED PARTY TRANSACTION
The company received a shareholder loan during the development period of $3,627; this loan is not interest bearing and has no fixed terms for repayment.
The company has a second loan from Alliance Real Estate Development; the amount of this loan is $7,000; this loan is not interest bearing and at the present time has no fixed terms for repayment; these terms will materialize on or prior to August 31, 2012. In addition to this loan from Alliance Real Estate Development there was another loan taken on October 28, 2011 for $2,000.
The Company neither owns nor leases any real or personal property. An officer of the corporation provides office services without charge. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein.
NOTE 4 - COMMON STOCK
The company is currently issuing only one class of Common Stock, this has been issued at two different prices since inception.
The initial offering of Common Stock was done at inception; there were 300,000 shares issued at $0.01 per share ($ 3,000). The second offering which occurred through August 31, 2010, raised 130,000 for $0.10 per share ( $ 13,000). The third offering was done on September 27, 2010 and the Company issued 50,000 shares for $ $ 0.10 per share ( $ 5,000)
The authorized share capital of the Company consists of 75,000,000 shares of common stock with $ .001 par value. As of November 30, 2011 and August 31, 2011, the Company has 755,000 shares of common stock issued and outstanding, respectively.
NOTE 5 - PAID-IN CAPITAL
From inception through the present the company has received a percentage of the proceeds used for the purchase of common stock in the form of Paid-In Capital; the total amount of paid-in capital during this period is $ 59,580.
F-7
NOTE 6 - INCOME TAXES
The company hasn’t completed an entire fiscal year to this point, so no assumptions can be made to tax liability, losses, carryforwards, etc. Management does project a 35% tax rate will be applied to earnings, however, management does project that there will be a net (loss) for the year alleviating any tax liability.
NOTE 7 - GOING CONCERN
Future issuances of the Company's equity or debt securities will be required in order for the Company to continue to finance its operations and continue as a going concern. The Company's present revenues are insufficient to meet operating expenses. The financial statement of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of $ 59,580 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.
NOTE 8 - COMMITMENT AND CONTIGENTCY
There is no commitment or contingency to disclose during the quarterly period ended November 30, 2011.
NOTE 9 - SUBSEQUENT TRANSACTION
Subsequent Event - The Company has performed an evaluation of subsequent events in accordance with ASC Topic 855. The Company is not aware of any subsequent events which would require recognition or disclosure in the financial statements.
F-8
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:
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
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:
| • | Formation of the company; | |
| • | Creation of our initial website, www.rjdgreen.com | |
| • | Research of our competition; | |
| • | Development of our business plan | |
| • | Research of software to assist us in our anticipated website development; and | |
| • | Establishment of listing criteria. |
Results of Operations for the Quarter ending November 30, 2011
Assets
Currently, we have $1,547 in cashour only asset.
Operating Expense
Total operating expenses for the three months ended November 30, 2011 were $2,033 compared to expenses for the period ended November 30, 2011 of $59,580 since inception.
Net Loss
Net loss for the three months ended November 30, 2011 was $(868) and $(8,316) for the three months ended August 31, 2011compared to the period ended November 30, 2011 since inception of $(60,488).
Liquidity and Capital Resources
At November 30, 2011, we had $1,547 in cash.
4
Critical Accounting Policies and Estimates
Our critical accounting policies are disclosed in our S-1 Registration Statement. During the three months ended November 30, 2011 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, 2011 there have been no new accounting pronouncements which are expected to significantly impact our consolidated financial statements.
Liquidity and Capital Resources
The Company has $1,547 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 $12,627. 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 $1,547.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.
5
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, 2011. 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, 2011, our Chief Executive Officer and Chief Financial Officer as of November 30, 2011, 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.
6
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, 2011, 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.
Item 1. LEGAL PROCEEDINGS
None
None
None
None
None
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Item 6. EXHIBITS
(a) Exhibits:
| Number | Description | |
| 31.1 | Certification of Chief Executive and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.) | |
| 32.1 | 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.) |
| 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 ** | XBRL Taxonomy Extension Presentation Linkbase Document |
** 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. | |||
Date: October 4, 2012 | By: | /s/ Robert Kepe | |
| President and Director | |||
| Name: Robert Kepe | |||
| (Principal Executive Officer) | |||
| Date: October 4, 2012 | By: | /s/ Robert Kepe | |
| Secretary, Treasurer ,and Chief Financial Officer | |||
| Name: Robert Kepe | |||
| (Principal Financial Officer, and Principal Accounting Officer) | |||
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