RJDG RJD Green Inc (PK)

The accompanying notes are an integral part of these financial statements

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The accompanying notes are an integral part of these financial statements.

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RJD Green Inc.

Statement of Stockholders’ Equity (Deficiency)

The accompanying notes are an integral part of these financial statements.

15

RJD GREEN INC.

Statements of Cash Flows

The accompanying notes are an integral part of these financial statements

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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.

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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

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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.

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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.  

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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

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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

	As at August 31, 2014				As at August 31, 2013
	Level 1	Level 2	Level 3		Level 1	Level 2	Level 3
Assets
Cash and cash equivalents	10,141	-	-		50	-	-

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.

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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.

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ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

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:

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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

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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.  OTHER INFORMATION

None

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PART III

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:

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.

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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.

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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

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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. 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.

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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	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. 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.  

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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. 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.

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Part IV

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
31	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	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.

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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

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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.

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Exhibit 31.1

302 CERTIFICATION

I, Rex Washburn, certify that:

         1. I have reviewed this annual report on Form 10-K 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: March 4, 2015

/s/Rex Washburn

Rex Washburn

Chief Executive Officer

Exhibit 31.2

302 CERTIFICATION

I, Mike LaLond, certify that:

         1. I have reviewed this annual report on Form 10-K 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: March 4, 2015

/s/Mike LaLond

Mike LaLond

Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned officer of RJD Green, Inc. (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Annual Report on Form 10-K for the year ended August 31, 2014 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/Rex Washburn

Rex Washburn

Chief Executive Officer

March 4, 2015

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned officer of RJD Green, Inc. (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Annual Report on Form 10-K for the year ended August 31, 2014 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/Mike LaLond

Mike LaLond

Chief Financial Officer

March 4, 2015