The accompanying notes are an integral part of these unaudited interim financial statements.
5
RJD GREEN, INC.
Statements of Cash Flows
(Unaudited)
| | | | | | |
| | | For the Nine Months Ended May 31, 2015 | | For the Nine Months Ended May 31, 2014 |
| | | | | |
| Operating Activities | | | | |
| Net loss | $ | (83,691) | $ | (42,026) |
|
Adjustments to reconcile net loss to net cash: Donated capital | | 10,565 |
| 43,117 |
| Changes in operating assets and liabilities: | | | | |
| Accounts payable | | 63,185 | | - |
| | Net cash (used in) provided by operations | | (9,941) | | 1,091 |
| | | | | |
| | | | | |
| Cash and cash equivalents at the beginning of the period: | | 10,141 | | 50 |
| | | | | |
| Cash and cash equivalents at the end of the period: | $ | 200 | $ | 1,141 |
| | | | | |
The accompanying notes are an integral part of these unaudited interim financial statements.
6
RJD GREEN, INC.
Notes to the 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. 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.
These unaudited interim 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, 2014, included in the Company’s Annual Report on Form 10-K filed March 3, 2015 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, 2015, and the results of its operations and its cash flows for the three months and nine months ended May 31, 2015. The results of operations for the period ended May 31, 2015 are not necessarily indicative of the results to be expected for future quarters or the full year.
GOING CONCERN
The Company has no source of recurring revenues, working capital deficiency of $68,604, and an accumulated deficit of $523,014 as of May 31, 2015. The Company’s continuation as a going concern is dependent on its ability to obtain additional financing and/or generate sufficient cash flows from operations to meet its obligations and, 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.
7
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 instruments 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 Recognition (Topic 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 redeemed within this period with insignificant penalties. The Company had cash and cash equivalents of $10,141 as of August 31, 2014 and $200 as of May 31, 2015.
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.
The Company’s cash and cash equivalents of $200 are measured at fair value on a recurring basis using Level 1.
8
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, 2015 and August 31, 2014, there are no outstanding dilutive securities.
RECENT ACCOUNTING PRONOUNCEMENTS – Not Yet Adopted
The Company has evaluated all recent accounting pronouncements and determined that they would not have a material impact on the Company’s financial statements or disclosures.
RECENT ACCOUNTING PRONOUNCEMENTS – Adopted
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. There was no effect upon adoption of ASU No. 2013-07 on the Company’s financial statements.
NOTE 3- COMMON STOCK
The Company is authorized to issue 750,000,000 shares of common stock at a par value of $0.001 per share.
As of May 31, 2015 the Company had 137,090,000 common shares issued and outstanding.
Nine month period ended May 31, 2015
On November 20, 2014, Equitas Resources LLC returned, and the Company cancelled, 30,000,000 shares of common stock in treasury that had been previously issued to Equitas Resources, LLC as part of the share purchase agreement for Silex Holdings Inc. (Note 5).
9
NOTE 4 - DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS
As at May 31, 2015, the Company had no amounts owing to related parties.
During the nine months ended May 31, 2015:
·
The Company received donated capital from a common director for $3,000.
·
The Company received donated capital from a third party company for $7,565.
·
The Company incurred consulting services of $9,875 by a related party that has common directors.
NOTE 5 - COMMITMENT
On May 21, 2013, the Company entered into a definitive agreement with the shareholders of Silex Holdings Inc. (“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 and has been presented as a deposit on the balance sheet. The Company anticipates that the acquisition will be completed in the fiscal year ending August 31, 2015. Silex shall be a wholly owned subsidiary of the Company. 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.
10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Trends and Uncertainties
There are no known trends, events or uncertainties that have or are reasonably likely to have a material impact on the registrant’s short term or long term liquidity. Sources of liquidity both internal and external will come from the sale of the registrant’s services and products as well as the private sale of the registrant’s stock. There are no trends, events or uncertainties that have had or are reasonably expected to have a material impact on the net sales or revenues or income from continuing operations. There are no significant elements of income or loss that does not arise from the registrant’s continuing operations. There are no known causes for any material changes from period to period in one or more line items of the registrant’s financial statements.
Results of Operations
Three Months Ended May 31, 2015
For the three months ended May 31, 2014, we received revenues of $1,000. We paid $10,482 for professional services, $0 in filing fees, $0 in bank fees, and $0 in legal and audit. 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, 2015, we did not receive any revenues. We accrued $9,906 for professional services, $132 for bank charges and $63,088 in legal and audit. As a result, we had net loss of $73,126 for the three months ended May 31, 2015.
The increase in net loss for the three months ended May 31, 2015 compared to the three months ended May 31, 2014 was caused by the increase in assurance related services during this period.
Nine Months Ended May 31, 2015
For the nine months ended May 31, 2014, we received revenues of $1,101. We accrued $0 in filing fees, $0 in legal and audit fees, $43,127 for professional services, and bank fees of $0. 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 ended May 31, 2015, we received $0 revenues. We accrued $800 in filing fees, $15,671 for professional services, $67,088 in legal and audit, and $132 for bank fees. As a result, we had net loss of $83,691 for the nine months ended May 31, 2015.
The increase in net loss for the nine months ended May 31, 2015 compared to the nine months ended May, 2014 was caused by the increase in assurance related services during this period.
Critical Accounting Policies and Estimates
During the nine months ended May 31, 2015 there have been no significant changes in our critical accounting policies.
Recent Accounting Pronouncements
During the nine months ended May 31, 2015, there have been no new accounting pronouncements which are expected to significantly impact our financial statements.
11
Liquidity and Capital Resources
For the nine months ended May 31, 2015, we had a net loss of $83,691. We received donated capital of $10,565, and had a change in accounts payable of $63,185. As a result, we had net cash used in operations of $9,941 for the nine months ended May 31, 2015.
For the nine months ended May 31, 2014, we had a net loss of $42,026. We received donated capital of $43,117. As a result, we had net cash provided by operations of $1,091 for the nine months ended May 31, 2014.
For the nine months ended May 31, 2015, and May 31, 2014, we did not pursue any financing or investing activities.
In June of 2013, the registrant was repositioned as a holding company with the focus of acquiring and managing assets and companies within environmental, energy, and specialty contracting services. We currently have cash assets of $200. The Company’s continuation as a going concern is dependent on its ability to obtain additional financing and/or generate sufficient cash-flows from operations to meet its obligations, as may be required. We believe we have available through additional financing; cash-flows that will sustain us for twelve months so long as we continuing operating in the manner that we are currently operating.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable for smaller reporting companies.
Item 4. Controls and Procedures
During the period ended May 31, 2015, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of May 31, 2015. Based on this evaluation, our chief executive officer and principal financial officers have concluded such controls and procedures to be ineffective as of May 31, 2015 to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
12
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.
13
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 29 , 2015
14
Exhibit 31.1
302 CERTIFICATION
I, Rex Washburn, certify that:
1. I have reviewed this quarterly report on Form 10-Q of RJD Green, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures, to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, 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;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: July 29, 2015
/s/Rex Washburn
Rex Washburn
Chief Executive Officer
Exhibit 31.2
302 CERTIFICATION
I, Mike LaLond, certify that:
1. I have reviewed this quarterly report on Form 10-Q of RJD Green, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures, to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, 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;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: July 29, 2015
/s/Mike LaLond
Mike LaLond
Chief Financial Officer