RJDG RJD Green Inc (PK)

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act

May 21, 2013

Date of Report (Date of Earliest Event Reported)

RJD Green, Inc.

 (Exact name of registrant as specified in its charter)

(918) 551-7883

 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

This amendment to the Form 8-K as originally filed with the SEC on May 22, 2013, and as amended on October 8, 2014, is being filed solely to incorporate the year-end financial statements of the acquired company.  No other changes have been made to the document, and it has not been updated to reflect current events.

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Item 1.01 - Entry into a Material Definitive Agreement

On May 21, 2013, the Company entered into a stock purchase agreement with the shareholders of Silex Holdings, Inc. (“Silex Holdings”).  Under this agreement, the Company will acquire 80% of Silex Holdings and its wholly owned subsidiary, Silex Interiors 2 , LLC (“Silex Interiors”) , a specialty construction materials manufacturer and distributor.  Silex Holdings will be an 80% owned subsidiary of the Company.

As consideration for the acquisition, the Company will issue an aggregate 363,500,000 of its common shares to the shareholders of Silex Holdings in return for 4,662,584 common shares of Silex Holdings, representing 80% of the issued and outstanding stock of Silex Holdings.  Of the 363,500,000 common shares issued, the shareholders of Silex Holdings have agreed to retire 250,000,000 common shares at Closing.

The Company has agreed not to reverse its common shares for a period of six months from the date of Closing.

Item 2.01 – Completion of Acquisition or Disposition of Assets

On October 1, 2014, the Company completed its acquisition of Silex Holdings.  The Company has acquired Silex Holdings and its wholly owned subsidiary, Silex Interiors, LLC, a specialty construction materials manufacturer and distributor.  Silex Holdings is now an 80% owned subsidiary of the Company.

As consideration for the acquisition, the Company issued an aggregate 129,090,000 of its common shares to shareholders of Silex Holdings in return for 4,662,584 of Silex Holdings, common shares, representing 80% of the issued and outstanding stock of Silex Holdings.   T he shareholders of the Company returned 387,5 00,000 common shares to treasury as part of the agreement. These shares were subsequently cancelled.

FORM 10 INFORMATION FOR SILEX HOLDINGS, INC.

Silex Holdings focused in specialty contracting services for industrial, and construction / retail markets that have a defined market niche.

Silex Holdings first acquisition, Silex Interiors, is a supplier of building products for commercial projects and new home construction, as well as remodel and DIY projects. Silex aims to provide a superior level of quality and client experience to ensure the company exceeds expectations.

Silex Interiors offers “one stop services” when designing a new kitchen or bathroom. Silex offers a full range of all wood cabinets, Granite, Green Marble or Quartz, and other natural stone countertops, sinks, faucets and tile backsplash along with complete bathroom shower tub surround materials. Silex Interiors aims to provide exceptional client care with free project design assistance through our design centers.  

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Silex Holdings intends to pursue additional acquisitions for growth in symmetrical construction services, and specialty niched industrial service providers.

Properties:

Silex Holdings’ administrative offices are located at 4142 South Harvard Ave., Suite D3, Tulsa, OK 74135 at a cost of $700 monthly on a month to month agreement.  The Company intends to procure alternative offices after one year of operation.

Silex Holdings currently leases two retail properties. The first property is located at 3701 South Broadway, Edmond, OK 73013.   On November 2, 2010, the Company entered into a lease agreement for office and showroom space for a three-year period, which began on December 1, 2010, and expired on November 30, 2013. The Company did not renew the lease and is subsequently paying on a month-to-month basis with a monthly lease payment of $10,131 for 10,000 square feet.

The second retail property is located at 1311 East 35 Street, Tulsa, OK 74105.   On March 1, 2012, the Company entered into a lease agreement for office and showroom space for a three-year period that began on March 1, 2012, and expired on April 30, 2015. Subsequent to that date, the Company has been paying on a month-to-month basis with a monthly lease payment of $5,000 for 5,000 square feet.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Silex Holdings’ bylaws provide that the number of directors who shall constitute the whole board shall not be less than one.  The shareholders at any annual meeting may determine the number that shall constitute the board of directors and the number so determined shall remain fixed until changed at a subsequent annual meeting.  The directors shall be elected at each annual meeting of the shareholders; however, if any such annual meeting is not held or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders held for that purpose.  All directors shall hold office until their respective successors are elected.

The officers and directors are as follows:

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Officer and Director Information

Jerry Niblett:

Jerry Niblett, our chief executive officer, 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, he has been the president of Green Mountain Resources Corp., a small cap privately held energy company.  Since 2010, he has been a managing member of Green Mountain Resources LLC, a subsidiary of Green Mountain Resources Corp, where he is responsible for market strategy, technology development, corporate profitability and accountability to shareholders.  Since 2011, he has been a managing member of Rangeland Energy LLC, another small cap privately held energy company.  Mr. Niblett received a B.S. in Total Quality Management from Friends University in Wichita, KS in 1996.

Mike La Lond:

Mike La Lond, our 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, our chief operating officer, 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.

Rex Washburn, Board Director

Mr. Washburn 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. 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.

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Paul Williams:

Paul Williams has been a board advisor of Silex Holdings since June 2012.  Since January 2005, he has been visiting faculty with the In His Image Family Practice.  Since February 2008, he has been the president of the International HealthCare Network.  Dr. Williams received a B.S. from Evangel University in 1965 and an M.D. from Washington University School of Medicine in St. Louis Missouri in 1969.

Executive Compensation

The following table set forth certain information as to the compensation paid to our executive officers for the years of 2014 and 2013 .

Summary Compensation Table

Director Compensation

We do not have any standard arrangements by which directors are compensated for any services provided as a director.  No cash has been paid to the directors in their capacity as such.

Outstanding Equity Awards

Our directors and officers do not have any unexercised options, stock that has not vested, or equity incentive plan awards.

Options

We do not currently have a stock option plan. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or any director since our inception; accordingly, no stock options have been granted or exercised by any of the officers or directors since inception.

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Long-Term Incentive Plans and Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance at this time.  No individual agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any director or any employee or consultant; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by our officer or director or employees or consultants.

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.

Involvement in Certain Legal Proceedings

None of our directors, executive officers and control persons has been involved in any of the following events during the past ten years:

  - Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time,

   -  Any conviction in a criminal proceeding or being subject to any pending criminal proceeding (excluding traffic violations and other minor offenses);

   - Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities,; or

   - Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Change-In-Control Arrangements

There are currently no employment agreements or other contracts or arrangements with our officers or directors.  There are no compensation plans or arrangements, including payments to be made by us, with respect to our officers, directors or consultants that would result from the resignation, retirement or any other termination of any of our directors, officers or consultants.  There are no arrangements for our directors, officers, employees or consultants that would result from a change-in-control.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT

The following table sets forth the number and percentage of our outstanding 5,735,181 common shares owned by:

     (i) each person known to us to beneficially own more than 5% of its outstanding common stock,

    (ii) each director,

   (iii) each named executive officer and significant employee, and

    (iv) all officers and directors as a group.

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The following table sets forth the number and percentage of our 125,000 outstanding series A preferred shares owned by:

     (i) each person known to us to beneficially own more than 5% of its outstanding series A preferred shares,

    (ii) each director,

   (iii) each named executive officer and significant employee, and

    (iv) all officers and directors as a group.

The following table sets forth the number and percentage of our 300,000 outstanding series B preferred shares owned by:

     (i) each person known to us to beneficially own more than 5% of its outstanding series B preferred shares,

    (ii) each director,

   (iii) each named executive officer and significant employee, and

    (iv) all officers and directors as a group.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During 2011, the Company borrowed $15,000 from Helen English, a related party.

LEGAL PROCEEDINGS

We are not a party to any legal proceedings the outcome of which, in the opinion of our management, would have a material adverse effect on our business, financial condition, or results of operation.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

    Item 5(a)

a)  Market Information.  Our common stock is not quoted on a market or securities exchange.  We cannot provide any assurance that an active market in our common stock will develop.  We intend to quote our common shares on a market or securities exchange.

b)  Holders.  At January 6 , 2016, there were 46 common shareholders of Silex Holdings.

c)  Dividends.  Holders of Silex Holdings common stock are entitled to receive such dividends as may be declared by its board of directors.  No dividends on Silex Holdings common stock have ever been paid, and Silex Holdings does not anticipate that dividends will be paid on its common stock in the foreseeable future.

d)  Securities authorized for issuance under equity compensation plans.  No securities are authorized for issuance by the Company under equity compensation plans.

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e)  Performance graph

Not applicable.

f)  Sale of unregistered securities.

None

    Item 5(b) Use of Proceeds.  None

    Item 5(c) Purchases of Equity Securities by the issuer and affiliated purchasers.  None.

DESCRIPTION OF CAPITAL STOCK

The following statements constitute brief summaries of Silex Holdings’ articles of incorporation and bylaws.

 (a) Authorized Shares.   Silex Holdings may issue unlimited shares of common stock, 1,000,000 shares of Series A Preferred Stock and 1,000,000 shares of Series B Preferred Stock. Common stock shall have a par value of $ 0 .001 per share, Series A Preferred Stock shall have a par value of $2 and Series B Preferred Stock shall have a par value of $1. All shares shall be issued for such consideration, expressed in dollars, as the Board of Directors may, from time to time, determine.

 (b) Consideration for Shares.  All shares of Common Stock and Preferred Stock shall be issued by Silex Holdings for cash, property or services actually performed, for no less than the par value of the respective shares .  All shares shall be fully paid and non-assessable.

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 (c) Issuance of Preferred Stock.  The Preferred Stock may be issued from time to time in series.  The board of directors of Silex Holdings is authorized to establish such series, to fix and determine the variations and the relative rights and preferences as between series, and to thereafter issue such stock from time to time.  The board of directors is also authorized to allow for conversion of the Preferred Stock to Common Stock under terms and conditions as determined by the board of directors.

Common Stock

The common stock of Silex Holdings has the following powers, rights, qualifications, limitations and restrictions.

    1.    The holders of the common stock shall be entitled to one vote for each share of common stock held by them of record at the time for determining the holders thereof entitled to vote

    2.     After Silex Holdings shall comply with the requirements, if any, with respect to the setting aside of funds as sinking funds or redemption or purchase accounts and subject further to any other conditions which may be affixed in accordance with the provisions hereof, then but not otherwise, the holders of common stock shall be entitled to receive such dividends, if any, as may be declared from time to time by the board of directors; and

    3. In the event of a voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding up of Silex Holdings, the holders of the common stock shall be entitled to receive all of the remaining assets of Silex Holdings, tangible and intangible, of whatever kind available for distribution to stock holders, ratably in proportion to the number of common shares held by each.

Preferred Stock

The preferred stock of Silex Holdings has been divided into two series, and has the following powers, rights, qualifications, limitations and restrictions.

Series A preferred stock

    1.    The holders of the Series A preferred stock shall be entitled to one vote for each share of preferred stock held by them of record at the time for determining the holders thereof entitled to vote.

    2.    Each Series A preferred share is convertible into common shares worth an aggregate of $2.00.

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    3.    After Silex Holdings shall comply with the requirements, if any, with respect to the setting aside of funds as sinking funds or redemption or purchase accounts and subject further to any other conditions which may be affixed in accordance with the provisions hereof, then but not otherwise, the holders of preferred stock shall be entitled to receive such dividends, if any, as may be declared from time to time by the board of directors; and

    4.    In the event of a voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding up of Silex Holdings, the holders of the preferred stock shall be entitled to receive all of the remaining assets of Silex Holdings, tangible and intangible, of whatever kind available for distribution to stock holders, ratably in proportion to the number of preferred shares held by each.

Series B Preferred Stock

    1.    The holders of the Series B preferred stock shall be entitled to one vote for each share of preferred stock held by them of record at the time for determining the holders thereof entitled to vote.

    2.    Each Series B preferred share is convertible into common shares worth an aggregate of $1.00.

    3.    After Silex Holdings shall comply with the requirements, if any, with respect to the setting aside of funds as sinking funds or redemption or purchase accounts and subject further to any other conditions which may be affixed in accordance with the provisions hereof, then but not otherwise, the holders of preferred stock shall be entitled to receive such dividends, if any, as may be declared from time to time by the board of directors; and

    4.    In the event of a voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding up of Silex Holdings, the holders of the preferred stock shall be entitled to receive all of the remaining assets of the Silex Holdings, tangible and intangible, of whatever kind available for distribution to stock holders, ratably in proportion to the number of preferred shares held by each.

Transfer Agent

Silex Holdings acts as its own transfer agent.  

Indemnification of Directors and Officers

Silex Holdings shall indemnify any officer or director or any former officer or director, to the full extent permitted by law.  We shall indemnify any officer or director in connection with any proceedings, including appeals, if he or she acted in good faith and in a manner he or she reasonably believed to be in the best interests of Silex Holdings and they had no reasonable cause to believe that his or her conduct was unlawful.  The termination of any proceeding by judgment, order, settlement, or conviction or upon a plea of nolo

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contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in the best interests of Silex Holdings or had reasonable cause to believe that his or her conduct was unlawful.

At present, there is no pending litigation or proceeding involving any of our directors or executive officers as to which indemnification is required or permitted, and we are not aware of any threatened litigation or preceding that may result in a claim for indemnification.

We do not have any insurance policies covering our officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act or otherwise.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have not been any changes in or disagreements with accountants on accounting and financial disclosure or any other matter.

Item 3.02 – Unregistered Sales of Equity Securities

On October 1, 2014, the Company issued 129,090 ,000 common shares to the shareholders of Silex Holdings under the securities purchase agreement, as described above.  These common shares were issued in return for 4,662,584 Silex Holdings common shares.  These common shares were issued under an exemption from registration under Section 4(a) (2) of the Securities Act.  The shareholders of Silex Holdings are knowledgeable enough to be considered “sophisticated investors”, they had access to the type of information normally provided in a prospectus for a registered securities offering, and have agreed not to resell or distribute the securities to the public.

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Item 9.01 - Financial Statements and Exhibits.

(a)

Financial statements of businesses acquired.

Silex Holdings, Inc.

Years August 31, 2014 and 2013

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Report of Independent Registered Public Accounting Firm

To the Directors and Stockholders  

Silex Holdings, Inc.

We have audited the accompanying consolidated balance sheets of Silex Holdings, Inc. as of August 31, 2014 and 2013 and the related consolidated statements of operations and comprehensive loss, cash flows and stockholders' deficiency for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated 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 consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated 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 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Silex Holdings, 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 consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has a working capital deficiency and has accumulated losses since inception. The Company will need additional financing to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ Manning Elliott LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, Canada

August 21, 2015

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Silex Holdings, Inc.

Consolidated Balance Sheets

(Expressed in US dollars)

The accompanying notes are an integral part of the consolidated financial statements

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Silex Holdings, Inc.

Consolidated Statements of Operations and Comprehensive Loss

(Expressed in US dollars)

The accompanying notes are an integral part of the consolidated financial statements

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Silex Holdings, Inc.

Consolidated Statements of Cash Flows

(Expressed in US dollars)

Supplemental Disclosures:

The accompanying notes are an integral part of the consolidated financial statements

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Silex Holdings, Inc.

Consolidated Statements of Stockholders’ Deficiency

(Expressed in US dollars)

Recently Adopted Accounting Standards

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. This ASU does the following among other things: a) eliminates the requirement to present inception-to-date information on the statements of income, cash flows, and stockholders’ equity, b) eliminates the need to label the financial statements as those of a development stage entity, c) eliminates the need to disclose a description of the development stage activities in which the entity is engaged, and d) amends FASB ASC 275, Risks and Uncertainties, to clarify that information on risks and uncertainties for entities that have not commenced planned principal operations is required. The amendments in ASU No. 2014-10 related to the elimination of Topic 915 disclosures and the additional disclosure for Topic 275 are effective for public companies for annual and interim reporting periods beginning after December 15, 2014. Early adoption is permitted. The Company early adopted this ASU effective for the year ended August 31, 2014.

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Recently Issued Accounting Standards

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

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

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

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

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

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

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3.   PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

4.   CONTINGENTLY CONVERTIBLE DEBT

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5.   LONG-TERM DEBT

The estimated principal repayments of long-term debt over the next five years as of August 31, 2014 are:

6.   RELATED PARTY TRANSACTIONS AND BALANCES

(a)

As at August 31, 2014, the Company was owed $36,250 (2013 - $36,250) from a company controlled by a director in common which has been included in due from related party. The amount is unsecured, non-interest bearing and is due on demand.

(b)

As at August 31, 2014, the Company owed $30,000 (2013 - $Nil) to a company controlled by directors in common. The amount is non-interest bearing and has no fixed terms of repayment.

(c)

During the year ended August 31, 2014, the Company incurred consulting fees to a director of the Company in the amount of $72,000 (2013 - $72,000). As at August 31, 2014, consulting fees payable to the director of $156,000 (2013 - $84,000) have been included in accounts payable.

(d)

During the year ended August 31, 2014, the Company incurred consulting fees to a company controlled by a director in common with the Company in the amount of $Nil (2013 - $39,600). As at August 31, 2014, consulting fees payable to the director of $39,600 (2013 - $39,600) have been included in accounts payable.

(e)

During the year ended August 31, 2014, the Company incurred consulting fees to a company controlled by a director in common with the Company in the amount of $Nil (2013 - $27,000) and rent expense in the amount of $Nil (2013 – $6,300). As at August 31, 2014, consulting fees payable to the company controlled by the director of $9,410 (2013 - $Nil) have been included in accounts payable.

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(f)

During the year ended August 31, 2014, the Company incurred professional fees to a company controlled by a director in common with the Company in the amount of $Nil (2013 - $43,800). As at August 31, 2014, professional fees payable to the director of $43,800 (2013 - $43,800) have been included in accounts payable.

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

7.   CAPITAL STOCK

Series A Preferred Stock

The Company is authorized to issue 1,000,000 shares of series A preferred stock with a par value of $2. Each share of series A preferred stock is convertible at the option of the holder into $2 of common stock based on 60% of the 28 day trading average as of the date of the conversion notice and is entitled to one vote per series A preferred share. Series A preferred shares are not entitled to cash dividends. As of August 31, 2014 and 2013, the Company has issued 125,000 series A preferred stock.

Series B Preferred Stock

The Company is authorized to issue 1,000,000 shares of series B preferred stock with a par value of $1. Each share of series B preferred stock is convertible at the option of the holder into $1 of common stock based on 60% of the 28 day trading average as of the date of the conversion notice and is entitled to one vote per series B preferred share. Series B preferred shares are not entitled to cash dividends. As of August 31, 2014 and 2013, the Company has issued 300,000 series B preferred stock.

Common Stock

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

During the year ended August 31, 2013, the Company issued 3,154,001 shares of common stock for services with an estimated fair value of $315,400. 2,900,000 of these shares were issued for services incurred during the year ended August 31, 2012. No shares of common stock were issued during the year ended August 31, 2014.

8.   COMMITMENTS

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

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

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9.   INCOME TAXES

The components of the net deferred tax asset at August 31, 2014 and 2013, the statutory tax rate, the effective tax rate, and the amount of the valuation allowance are indicated below:

The Company has estimated net operating tax losses of approximately $691,325 which, if unutilized, will expire beginning in 2032 through to 2034. Deferred tax benefits, which may arise as a result of these losses, have not been recognized in these consolidated financial statements, and have been offset by a valuation allowance. The following table lists the fiscal years in which loss carryforwards expire:

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(a)

Pro forma financial information.

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