ITEM 1. BUSINESS
Overview
RJD Green, Inc., a Nevada company, is a development stage company incorporated in the State of Nevada in September 2009. We were formed to engage in the business of marketing and promoting green technologies, services, appliances, building materials and other green products suitable for residential buildings through our online website, (www.rjdgreen.com.). In June of 2013, the Company was repositioned as a holding company with a focus of acquiring and managing assets and companies within three sectors; green environmental, energy, and specialty contracting services.
Employees
We are a development stage company and currently have no paid employees at this time. We plan to use consultants, attorneys, accountants, and contract services, as necessary and do not plan to engage any additional full-time employees in the near future. We believe the use of non-salaried personnel allows us to expend our capital resources as a variable cost as opposed to a fixed cost of operations. In other words, if we have insufficient revenues or cash available, we are in a better position to only utilize those services required to generate revenues as opposed to having salaried employees.
Our Officers and Directors are spending the time allocated to our business in handling the general business affairs of our company such as accounting issues, including review of materials presented to our auditors, working with our counsel in preparation of filing our S-1 registration statement, and developing our business plan and overseeing merger and acquisition exploratory efforts.
ITEM 1A.
ITEM 1A. RISK FACTORS
Not applicable to a smaller reporting company.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2.
ITEM 2. PROPERTIES
We currently maintain an office at 4142 South Harvard Avenue Tulsa OK. We have no monthly rent, nor do we accrue any expense for monthly rent. Ron Brewer, our Chief Operating Officer and Director, provides us a facility in which we conduct business on our behalf. We do not believe that we will need to obtain additional office space at any time in the foreseeable future, approximately 12 months, until our business plan is more fully implemented.
In the future we anticipate requiring additional office space and additional personnel; however, it is unknown at this time how much space or how many individuals will be required.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
There is no litigation pending or threatened by or against RJD Green, Inc.
ITEM 4.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Item 5(a)
a) Market Information. Since inception, the registrant has had minimal trading on the OTC BB under the symbol RJDG. There can be no assurance that a trading market will ever develop or, if such a market does develop, that it will continue.
b) Holders. At March 4, 2015, there were approximately 1,208 shareholders of the registrant.
c) Dividends. Holders of our common stock are entitled to receive such dividends as may be declared by our board of directors. No dividends on our common stock have ever been paid, and we do not anticipate that dividends will be paid on our common stock in the foreseeable future.
d) Securities authorized for issuance under equity compensation plans. No securities are authorized for issuance by the registrant under equity compensation plans.
e) Performance graph. Not applicable.
f) Sale of unregistered securities.
On March 18, 2013, the Company issued 350,000,000 restricted common shares, to a former director and member of management, for the conversion of debt payable of $25,980.
On November 7, 2013, the Company issued 129,090,000 shares to the shareholders of Silex Holdings Inc. (“Silex”) as part of a share purchase agreement entered into with Silex (Note 7). The completion date of the definitive agreement has not been set and the transaction has not closed. The Company recorded this transaction as a deposit in Silex with an estimated fair value of $231,773 on the date of deposit. As part of the definitive agreement, the Company was also required to retire 387,500,000 shares to treasury stock on June 25, 2014.
Item 5(b) Use of Proceeds. Not applicable.
Item 5(c) Purchases of Equity Securities by the issuer and affiliated purchasers.
During 2014 and 2013 we purchased no shares of our common stock.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable to a smaller reporting company.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Trends and Uncertainties
There are no other known trends, events or uncertainties that have, or are reasonably likely to have, a material impact on our short term or long term liquidity. Sources of liquidity will come from the sale of our products and services. There are no material commitments for capital expenditure at this time. 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 other known causes for any material changes from year to year in one or more line items of our financial statements.
Results of Operations
For the year ended August 31, 2014, we received other income of $11,101, which consisted of providing advisory services to companies - which is not our main line of business. We had professional services fees of $9,195, $800 in organizational fees, $25,407 in legal and audit, $100 in filing fees, and bank fees of $128. As a result, we had net comprehensive loss of $24,529 for the year ended August 31, 2014.
In comparison, for the year ended August 31, 2013, we received other income of $1,115, which consisted of providing advisory services to companies - which is not our main line of business. We paid $6,863 for professional services, $975 in organizational fees, $17,145 in legal and audit, $500 in filing fees, and $180 in bank fees. As a result, we had net comprehensive loss of $24,548 for the year ended August 31, 2013.
The decrease in net comprehensive loss for the fiscal year ended August 31, 2014 compared to the fiscal year ended August 31, 2013 was caused primarily by the increase in other income during this period.
Liquidity and Capital Resources
For the period from September 10, 2009 (inception) through August 31, 2014, we did not pursue any investing activities.
For the year ended August 31, 2014, a third party donated capital of $29,001. As a result, we had net cash provided by operating activities of $10,091 for the year ended August 31, 2014.
For the year ended August 31, 2013, we received $16,844 of donated capital from third parties. As a result, we had net cash used in operations of $2,704 for the year ended August 31, 2013.
On June 30, 2013 the Company refocused its efforts to become a holding company that will acquire and manage assets and acquisitions in high growth endeavors. Currently, the website is live and operational, and acquisition searches are underway. Furthermore, the Company has generated income from its consulting services to companies within the environmental sector.
We currently only have cash and cash equivalents of $10,141. Therefore, the cash currently available to us may not enable us to continue to market from a position in which we 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 deployment of our business plan. We believe that the cash we have available will sustain us for approximately six (6) more months so long as we continuing operating in the manner that we are currently operating.
Plan of Operation.
Management plans to complete a transaction with Silex Holdings Inc. and raise additional financing through the sale of the Company’s stock.
The Company may experience problems, delays, expenses and difficulties, many of which are beyond the registrant’s control. These include, but are not limited to, unanticipated problems relating to additional costs and expenses that may exceed current estimates and competition.
Critical Accounting Policies
The following accounting policies are considered critical by our management. These and other accounting policies require that estimates be made based on assumptions and judgment, which affect revenues, expenses, assets, liabilities and disclosure of contingencies in our financial statements. These estimates and assumptions are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. However, actual results may differ from these estimates under different and/or future circumstances.
Revenue Recognition
In general, we record revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the student is fixed or determinable, and collectability is reasonably assured. The following policies reflect specific criteria for the various revenue streams of the registrant:
Revenue is recognized at the time the product is delivered or the service is performed.
Recent Pronouncements
We do not believe any recently issued accounting standards will have a material impact on our financial statements.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
RJD Green, Inc.
Index to the Financial Statements
Page
Report of Independent Registered Public Accounting Firm
Balance Sheets at August 31, 2014 and 2013
Statements of Operations and Comprehensive Loss for the years ended August 31, 2014 and 2013
Statements of Change in Stockholders' Equity (Deficiency) from August 31, 2012 through August 31, 2014
Statements of Cash Flows for the years ended August 31, 2014 and 2013
Notes to Financial Statements
Report of Independent Registered Public Accounting Firm
To the Directors and Stockholders of
RJD Green Inc.
We have audited the accompanying statements of financial position of RJD Green Inc. as of August 31, 2014 and 2013 and the related statements of operations and comprehensive loss, shareholders' equity (deficiency) and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of RJD Green Inc. as of August 31, 2014 and 2013, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that RJD Green Inc. will continue as a going concern. As discussed in Note 2 to the financial statements, as at August 31, 2014, RJD Green Inc. has no source of recurring revenues, $4,522 of working capital and an accumulated deficit of $439,323. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Manning Elliott LLP
CHARTERED ACCOUNTANTS
Vancouver, Canada
March 2, 2015
RJD Green, Inc.
Balance Sheets
The accompanying notes are an integral part of these financial statements
The accompanying notes are an integral part of these financial statements.
RJD Green Inc.
Statement of Stockholders’ Equity (Deficiency)
The accompanying notes are an integral part of these financial statements.
RJD GREEN INC.
Statements of Cash Flows
For the Year Ended August 31, 2013
For the Year Ended August 31, 2014
Cash flows from operating activities
Note
Net loss
$
(24,548)
$
(24,529)
Adjustments to reconcile net loss to net cash:
Donated capital
16,844
29,001
Changes in operating assets and liabilities
Increase (decrease) in accounts payable and accrued liabilities
-
5,619
Increase (decrease) in due to related party
5,000
-
Net cash provided by (used in) operations
(2,704)
10,091
Net increase (decrease)
(2,704)
10,091
Cash and cash equivalents at the beginning of the year
2,754
Cash and cash equivalents at the end of the year
$
$
10,141
Non-cash investing and financing activities:
Common stock issued for debt
$
25,980
$
-
Supplemental disclosures of
cash flow information
Interest paid
$
-
$
-
Income taxes paid
$
-
$
-
The accompanying notes are an integral part of these financial statements
RJD GREEN INC.
Notes to the Financial Statements
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. In June of 2013, the Company was repositioned as a holding company with a focus of acquiring and managing assets and companies within three sectors; green environmental, energy, and specialty contracting services.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
These financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States and are expressed in US dollars. The Company’s fiscal year-end is August 31.
GOING CONCERN
The Company has no source of recurring revenues, $4,522 of working capital and an accumulated deficit of $439,323 as of August 31, 2014. 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 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.
Management plans to complete a transaction with Silex Holdings Inc. (“Silex”) (Note 7) and raise additional financing through the issuance of the Company’s common stock.
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. The Company regularly evaluates estimates relating to deferred income tax valuations and financial instrument valuations. 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 or may be redeemable within this period with insignificant penalties. The Company had cash of $141 held in a bank and cash equivalents of $10,000 as of August 31, 2014 and $50 of cash held in a bank as of August 31, 2013.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 820-10, “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.
RECENT ACCOUNTING PRONOUNCEMENTS - Not Yet 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. The Company is evaluating the effect, if any, adoption of ASU No. 2013-07 will have on its financial statements.
RECENT ACCOUNTING PRONOUNCEMENTS - Adopted
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.
The Company adopted ASU No. 2014-10 effective June 1, 2014. The amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which entity is no longer a development stage entity that in prior years it had been in the development stage.
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 August 31, 2014 and 2013, there are no outstanding dilutive securities.
NOTE 3 DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS
During the year ended August 31, 2013:
·
the Company received donated capital from a company controlled by a common director for $16,844
·
the Company received investor relations services from a company controlled by a common director for $1,615
During the year ended August 31, 2014:
·
the Company received donated capital from a company controlled by a common director for $29,001
·
the Company provided advisory services to a company controlled by a common director for $1,000
·
the Company received investor relations services from a company controlled by a common director for $1,615
As at August 31, 2013, the Company converted $25,980 of debt due to a former director into 350,000,000 shares of the Company. The debt bore no interest, was unsecured, and was due on demand.
As at August 31, 2014, the Company had no amounts owing to related parties.
The above transactions were recorded at their exchange amounts, being the amounts agreed to by the related parties.
NOTE 4 COMMON STOCK
The Company is authorized to issue 750,000,000 shares of common stock at a par value of $0.001.
Fiscal year ended August 31, 2012
The Company had 75,500,000 common shares issued and outstanding.
Fiscal year ended August 31, 2013
On November 30, 2012, the Company effectuated a fifty-for-one forward stock split increasing the issued and outstanding shares of the Company to 75,500,000.
On March 18, 2013, the Company issued 350,000,000 restricted common shares, to a former director and member of management, for the conversion of debt payable of $25,980.
As of March 21, 2013, the Company increased the authorized common shares from 500,000,000 to 750,000,000 common shares.
On March 31, 2013, the Company effectuated a two-for-one forward split increasing the issued and outstanding shares of the Company to 425,500,000 common shares.
As of August 31, 2013, the Company had 425,500,000 common shares issued and outstanding.
Fiscal year ended August 31, 2014
On November 7, 2013, the Company issued 129,090,000 shares to the shareholders of Silex as part of a share purchase agreement entered into with Silex (Note 7). The completion date of the definitive agreement has not been set and the transaction has not closed. The Company recorded this transaction as a deposit in Silex with an estimated fair value of $231,773 on the date of deposit. As part of the definitive agreement, the Company was also required to retire 387,500,000 shares to treasury stock on June 25, 2014.
As of August 31, 2014, the Company had 167,090,000 common shares issued and outstanding.
All common stock amounts and per share amounts in these financial statements reflect the fifty-for-one and two-for-one stock splits of the Company, effective November 30, 2012 and March 31, 2013 respectively, including retrospective adjustment of common stock amounts to reflect a par value of $0.001 per share.
NOTE 5 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:
August 31, 2013
August 31, 2014
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%
Deferred tax assets resulting from the net operating losses (“NOL”) are reduced by a valuation allowance, when, in the opinion of management, utilization is not more likely than not. The following summarizes the deferred tax assets:
August 31, 2013
August 31, 2014
Deferred tax asset - NOL
$ 11,467
$19,807
Less valuation allowance
(11,467)
(19,807)
Net deferred tax asset
$ 0
$ 0
As at August 31, 2014, the Company has $58,256 of NOL carryforwards expiring during various years up to 2034.
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 it for tax reporting purposes, and other relevant factors.
At August 31, 2014, 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 not more likely than not that its deferred tax assets would 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 fiscal year ended August 31, 2014 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.
NOTE 6 FAIR VALUE MEASUREMENTS
The following table provides a summary of the Company’s financial assets and liabilities that are measured at fair value on a recurring basis:
There were no transfers into or out of Level 1, Level 2 or Level 3 assets and liabilities for any of the years presented.
NOTE 7 COMMITMENT
On May 21, 2013, the Company entered into a definitive agreement with the shareholders of Silex. Pursuant to the agreement, and subsequent amendment on November 1, 2013, the Company will purchase all of the outstanding securities of Silex in exchange for 129,090,000 common shares of the Company and the retirement of 387,500,000 shares. The shares were issued and retired respectively during the year ended August 31, 2014 in anticipation of the completion of the agreement. The Company anticipates that the acquisition will be completed in the fiscal year ended August 31, 2015. Silex shall be a wholly owned subsidiary of the registrant. The completion date of the agreement is subject to the completion of the audits of Silex for years ended August 31, 2014 and 2013, and SEC approval for the Company’s pending S-1 filing.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures:
We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to insure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, or the persons performing similar functions, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our CEO and CFO, or the persons performing similar functions, our management has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report. Based on that evaluation, our CEO and CFO, or the persons performing similar functions, concluded that our disclosure controls and procedures were not effective as of August 31, 2014.
Management’s Annual Report on Internal Control over Financial Reporting:
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is the process designed by and under the supervision of our CEO and CFO, or the persons performing similar functions, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external reporting in accordance with accounting principles generally accepted in the United States of America. Management has evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control over Financial Reporting - Guidance for Smaller Public Companies.
Under the supervision and with the participation of our CEO and CFO, or the persons performing similar functions, our management has assessed the effectiveness of our internal control over financial reporting as of August 31, 2014, and concluded that it is not effective because of the material weakness described below:
In connection with the preparation of our financial statements for the year ended August 31, 2014, due to resource constraints, material weaknesses became evident to management regarding our inability to generate all the necessary disclosure for inclusion in our filings with the Securities and Exchange Commission due to the lack of resources and segregation of duties. A material weakness is a significant deficiency in one or more of our internal control components that alone or in the aggregate precludes our internal controls from reducing to an appropriately low level the risk that material misstatements in our consolidated financial statements will not be prevented or detected on a timely basis.
We have aggressively recruited experienced professionals to ensure that we include all necessary disclosures in our filings with the Securities and Exchange Commission. Although we believe that this corrective step will enable management to conclude that the internal controls over our financial reporting are effective when the staff is trained, we cannot assure you these steps will be sufficient. We may be required to expend additional resources to identify, assess and correct any additional weaknesses in internal control.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the registrant’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the registrant to provide only management’s report in this annual report.
Evaluation of Changes in Internal Control over Financial Reporting:
Under the supervision and with the participation of our CEO and CFO, or those persons performing similar functions, our management has evaluated changes in our internal controls over financial reporting that occurred during the fourth quarter of 2014. Based on that evaluation, our CEO and CFO, or those persons performing similar functions, did not identify any change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Important Considerations:
The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the
risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Board of Directors.
The members of our Board of Directors serve, without compensation, until the next annual meeting of stockholders, or until their successors have been elected. The officers serve at the pleasure of the Board of Directors. Information as to the director and executive officer is as follows:
NAME
AGE
POSITIONS HELD
TERM OF OFFICE
Rex Washburn
Chief Executive Officer
June 2013 to present
Mike LaLond
Chief Financial Officer
June 2013 to present
Ron Brewer
Chief Operating Officer
June 2013 to present
John Rabbitt
Director
August 2014 to present
Jerry Niblett
Director
June 2013 to present
Resumes:
Rex Washburn:
Rex Washburn, Chief Executive Officer and Board of Directors member - Rex offers 23 years of senior management experience with 17 of those years as Chief Executive Officer of both publicly held and private companies. Mr. Washburn is recognized as a corporate structural and ‘turnaround’ specialist, and has in-depth experience in international franchising and franchise development. Since 2005 Mr. Washburn has served as President and Principal of Franchise Systems Support LLC. Rex received a BBA in finance from Regis University in 1987 and studied for MS in Economics at the University of Edinburg from 1988 - 1990. Rex served in Special Operations for the US Army in military service from 1968 - 1972.
Mike La Lond:
Mike La Lond, Chief Financial Officer, has worked as both CFO and as a consultant. From June 2007 through October 2008, Mr. La Lond was the Vice President and CFO of Lean Gourmet. From January 2009 through June 2010, he worked as a consultant to the Southbridge Advisory Group. From June 2010 through December 2010, he was the CFO of US Highland, a recreational powersports company. Since January 2011, Mr. La Lond has been the president of La Lond Consulting. Mr. La Lond Received a B.S. and a B.A. from Quincy College in 1970, an M.S. from Illinois State University in 1974, and a Ph.D. from Illinois State University in 1976.
Ron Brewer:
Since 2001, Ron Brewer, Chief Operating Officer and Board of Directors member, has been the Managing Director of the Southbridge Advisory Group, an Oklahoma based management services firm focused on merger and acquisition advisory, capital procurement, and management consulting services. Mr. Brewer studied at the University of Arkansas and the University of Tulsa between 1969 and 1973.
John Rabbitt:
John’s extensive and diverse background in business evolved through consistent promotion and growth within fortune 500 firms including:
Ernst & Ernst - Auditor for national audit firm
The Pillsbury Company - Controller for grocery products division
PepsiCo - Sales & Operations Manager for southeast region for consumer products
MEI Corporation - Treasurer and divisional Board of Directors / Senior E.V.P.
Strategic Planning Services Inc. - Principal of advisory firm focused on growth companies
Mr. Rabbitt has served in CEO/COO and CFO positions for firms ranging from $5,000,000 to $300,000,000 in annual revenue. As well, he served as a member of PepsiCo’s Mid-West Advisory Board, and as a Director and Secretary/Treasurer of their largest canning division.
Mr. Rabbitt’s education includes a BBA in Accounting and Business from Drake University, graduate work at Xavier University in Cincinnati, and PepsiCo’s Management Institute.
Jerry Niblett:
Jerry Niblett, Board of Directors Member, has held leadership positions in several green energy companies. Since 2007, he has been a regional manager of Sonoco Logistics Pipeline LP, where he monitors, analyzes, and oversees the operational activities for over 2,000 miles of active transmission and gathering pipelines. Since 2009, Mr. Niblett has served on the board of four energy related companies and has served in a business advisory capacity for two Christian outreach non-profit organizations. Mr. Niblett received a B.S. in Total Quality Management from Friends University in Wichita, KS in 1996.
There are no material plans, contracts, or arrangements to which the officers or directors are a party or in which they participate that is entered into or material amendment in connection with the triggering event or any grant or award to them under any such plan, contract, or arrangement in connection with any such event.
Committees of the Board of Directors
We do not have standing audit, nominating or compensation committees, or committees performing similar functions. Our board of directors believes that it is not necessary to have standing audit, nominating or compensation committees at this time because the functions of such committees are adequately performed by our board of directors.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Securities Exchange Act of 1934, as amended, an officer, director, or greater-than-10% shareholder of the registrant must file a Form 4 reporting the acquisition or disposition of registrant's equity securities with the Securities and Exchange Commission no later than the end of the second business day after the day the transaction occurred unless certain exceptions apply. Transactions not reported on Form 4 must be reported on Form 5 within 45 days after the end of the registrant's fiscal year. Such persons must also file initial reports of ownership on Form 3 upon becoming an officer, director, or greater-than-10% shareholder. To our knowledge, based solely on a review of the copies of these reports furnished to it, the officers, directors, and greater than 10% beneficial owners complied with all applicable Section 16(a) filing requirements during 2013.
Code of Ethics Policy
We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.
Corporate Governance
There have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors. In addition to having no nominating committee for this purpose, we currently have no specific audit committee and no audit committee financial expert. Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope of our business and needs.
Indemnification
The registrant shall indemnify to the fullest extent permitted by, and in the manner permissible under the laws of the State of Nevada, any person made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he is or was a director or officer of the registrant, or served any other enterprise as director, officer or employee at the request of the registrant. The board of directors, in its discretion, shall have the power on behalf of the
registrant to indemnify any person, other than a director or officer, made a party to any action, suit or proceeding by reason of the fact that he/she is or was an employee of the registrant.
Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the registrant, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceedings) is asserted by such director, officer, or controlling person in connection with any securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues.
INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE REGISTRANT FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS THEREFORE UNENFORCEABLE.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Me. Robert Kepe (former director and officer) had received 275,000 shares of restricted stock in exchange for his services in 2010.
Mr. Zahoor Ahmad was appointed an officer on April 5, 2013 and resigned as both an officer and a director on October 1, 2014. He has not received any monetary compensation or salary.
Mr. Rex Washburn, Mr. Mike La Lond, and Mr. Ron Brewer were appointed as officers in June 2013, and have not yet received any monetary compensation or salary since their appointment.
Directors’ Compensation
Directors have not yet received monetary compensation for services rendered to the Company, or for each meeting attended except for reimbursement of out-of-pocket expenses. There are no formal or informal arrangements or agreements to compensate directors for services provided as a director.
ITEM 12.
ITEM 12. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
The following tabulates holdings of shares of the registrant by each person who, subject to the above, holds of record or is known by management to own beneficially more than 5.0% of the common shares and, in addition, by all directors and officers of the registrant individually and as a group. Each named beneficial owner has sole voting and investment power with respect to the shares set forth opposite his name.
Shareholdings at February 16, 2015
Name of Beneficial Owner (1)
Number of Shares
Percentage Owned (2)
Equitas Resources Inc.
Rex Washburn
6,000,000
2,000,000
4.37%
1.45%
Mike La Lond
7,000,000
5.10%
Ron Brewer
2,000,000
1.45%
John Rabbitt
0.00%
Jerry Niblett
7,000,000
5.10%
Zahoor Ahmad
12,500,000
9.11%
All Directors, Officers, and Principal Stockholders as a Group
36,500,000
26.66%
1)
The address of each shareholder is care of RJD Green, Inc., 4142 South Harvard Avenue, Suite D3, Tulsa OK 74135 unless otherwise stated.
2)
Based on 167,090,000 shares outstanding as of February 15, 2015.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
During the year ended August 31, 2013:
·
the Company received donated capital from a company controlled by a common director for $16,844
·
the Company received investor relations services from a company controlled by a common director for $1,615
As at August 31, 2013, the Company converted $25,980 of debt due to a former director into 350,000,000 shares of the Company. The debt bore no interest, was unsecured, and was due on demand.
During the year ended August 31, 2014:
·
the Company received donated capital from a company controlled by a common director for $29,001
·
the Company provided advisory services to a company controlled by a common director for $1,000
·
the Company received investor relations services from a company controlled by a common director for $1,615
As at August 31, 2014, the Company had no amounts owing to related parties.
The above transactions were recorded at their exchange amounts, being the amounts agreed to by the related parties.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Audit Fees. We paid aggregate fees and expenses of approximately $19,788 and $7,145 during the years ended August 31, 2014 and 2013, respectively, for work completed for our annual audits and quarterly reviews of our financial statements.
Tax Fees. We did not incur any aggregate tax fees and expenses for the years ended August 31, 2014 and 2013, respectively, for professional services rendered for tax compliance, tax advice, and tax planning.
All Other Fees. We did not incur any other fees during 2014 and 2013.
The board of directors, acting as the Audit Committee considered whether, and determined that, the auditor's provision of non-audit services was compatible with maintaining the auditor's independence. All of the services described above for the years ended August 31, 2014 and 2013 were approved by the board of directors pursuant to its policies and procedures.
Part IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1) List of Financial statements included in Part II hereof
Balance Sheets, August 31, 2014 and 2013
Statements of Operations for the years ended August 31, 2014 and 2013
Statements of Stockholders’ Equity (Deficit) from September 10, 2009 (inception) through August 31, 2014
Statements of Cash Flows for the years ended August 31, 2014 and 2013
Notes to the Financial Statements
(a)(2) List of Financial Statement schedules included in Part IV hereof: None.
(a)(3) Exhibits
The following exhibits are included herewith:
Exhibit No.
Description
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
XBRL Instance Document
101.SCH*
XBRL Taxonomy Extension Schema Document
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
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.
Following are a list of exhibits which we previously filed in other reports which we filed with the SEC, including the Exhibit No., description of the exhibit and the identity of the Report where the exhibit was filed.
NO.
DESCRIPTION
FILED WITH
DATE FILED
1.1
Subscription Agreement
Form S-1
November 3, 2010
3.1
Articles of Incorporation and Amendment
Form S-1
November 3, 2010
3.2
By-Laws
Form S-1
November 3, 2010
10.1
Loan Agreement with Robert Kepe
Form S-1
November 3, 2010
10.1
Stock Purchase Agreement between RJD Green and Silex Holdings, Inc.
Form 8-K
May 22, 2013
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RJD Green, Inc.
/s/ Rex Washburn
By: Rex Washburn
Chief Executive Officer
Date: March 4, 2015
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURE
TITLE
DATE
/s/Rex Washburn
Rex Washburn
Chief Executive Officer
March 4, 2015
/s/Mike LaLond
Mike LaLond
Chief Financial Officer, Controller
March 4, 2015
/s/Ron Brewer
Ron Brewer
Chief Operating Officer
March 4, 2015
/s/Jerry Niblett
Jerry Niblett
Director
March 4, 2015
/s/Eric English
Eric English
Director
March 4, 2015