United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

   X  . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

or

      . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to __________.

Commission file number 333-151698

RJS DEVELOPMENT, INC.

(Name of small business issuer in its charter)

Florida

(State or other jurisdiction of incorporation or organization)

20-0075049

(I.R.S. Employer Identification No.)

200 Miramar Blvd., St. Petersburg, Florida 33704

 (Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code:  (727) 709-3382

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  

Yes   X  . No      .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 

Yes      . No   X  .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (Do not check if a smaller reporting company)	Smaller reporting company	X .

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes      . No   X  .

The number of shares of the issuer’s common stock, par value $.01 per share, outstanding as of May 14, 2012 was 6,000,000.

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TABLE OF CONTENTS

	Page
Part I.  Financial Information	3
Item 1.  Financial Statements.	3
Balance Sheets for the periods ending March 31, 2012 (unaudited) and December 31, 2011 (audited).	3
Statements of Operations for the three months ended March 31, 2012 and 2011 (unaudited).	4
Statements of Cash Flows for the three months ended  March 31, 2012 and 2011 (unaudited).	5
Notes to Financial Statements	6
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.	10
Item 3.  Quantitative and Qualitative Disclosures About Market Risk.	12
Item 4.  Controls and Procedures.	12
Part II.  Other Information	13
Item 1.  Legal Proceedings.	13
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.	13
Item 3.  Defaults Upon Senior Securities.	13
Item 4.  Submission of Matters to a Vote of Securities Holders (Removed and Reserved)	13
Item 5.  Other Information.	13
Item 6.  Exhibits	14
Signatures	15

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Part I.  Financial Information

Item 1.  Financial Statements.

RJS Development, Inc.
Balance Sheet
(unaudited)
					March 31,				December 31,
					2012				2011
					(unaudited)				(audited)
Assets
Current assets
	Assets of discontinued operations			$	-			$	26,416
Total current assets					-				26,416
Property & equipment of discontinued operations, net of accumulated depreciation of $8,290
					-				184
Total Assets				$	-			$	26,600
Liabilities and Stockholders' Equity
Current liabilities
	Liabilities of discontinued operations			$	-			$	13,817
Total current liabilities					-				13,817
Stockholders' Equity
	Common Stock, $.01 par value,  75,000,000 shares    authorized; 6,000,000 and 1,400,000 shares    issued and outstanding, respectively
					60,000				14,000
	Additional paid-in capital				(39,650)				(13,650)
	Accumulated Deficit				(20,350)				12,433
Total stockholders' equity					-				12,783
Total Liabilities and Stockholders' Equity				$	-			$	26,600
The accompanying notes are an integral part of these financial statements.

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RJS Development, Inc.
Statement of Operations
(unaudited)
			For the Three Months Ended
			March 31,
				2012				2011
Operating expenses:
	General & administration		$	19,945			$	5,185
	Professional fees			18,973				900
	Total operating expenses			38,918				6,085
	Operating income			(38,918)				(6,085)
Other expenses:
	Loss(income) from discontinued operations			4,248				(25,012)
	Gain on disposal of discontinued operations			(10,383)				-
	Income tax expense			-				-
Net income  (loss)			$	(32,783)			$	18,927
Earnings (loss) per share, primary and dilutive			$	(0.02)			$	0.01
Weighted average shares outstanding primary and dilutive			1,538,630				1,400,000
The accompanying notes are an integral part of these financial statements.

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RJS Development, Inc.
Statement of Cash Flows
(unaudited)
				For the Three Months Ended
				March 31,
					2012				2011
Cash Flows from Operating Activities:
	Net (loss) income			$	(32,783)			$	18,927
	Adjustment to reconcile Net Income to net cash provided by operations:
	Stock based compensation				20,000
	Gain on distribution of discontinued operations				(10,383)				-
	Net Cash (Used) Provided by Continuing Operations				(23,166)				18,927
	Net Cash Flow from Discontinued Operations				21,711				(14,367)
	Net Cash (Used) Provided by Operating Activity				(1,455)				4,560
Cash Flows from Financing Activities:
	Net repayment of stockholder advances				-				3,877
	Net Cash (Used) Provided by Operating Activities				-				3,877
Net decrease in Cash					(1,455)				8,437
Cash at beginning of period					1,455				213
Cash at end of period				$	-			$	8,650
Supplemental cash flow information:
	Interest paid			$	-			$	-
	Taxes paid			$	-			$	-
The accompanying notes are an integral part of these financial statements.

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RJS Development, Inc.

Notes to Financial Statements

March 31, 2012

(unaudited)

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business and Operations

The Company was incorporated May 27, 2003 in the State of Florida.  The Company was in the business of providing development services in the real estate industry.  The Company generally operates in the Tampa bay area on the West Coast of Florida.  

Basis for Presentation

As of March 31, 2012, the leasing business was distributed to the main shareholder.  The assets, liabilities and results of operations of the leasing business are presented as discontinued operations.  Subsequent to March 31, 2012, the Company experienced a change in control when a majority of the stock was sold to an unrelated third party.

In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the three months ended March 31, 2012 and 2011; (b) the financial position at March 31, 2012 and December 31, 2011, and (c) cash flows for the three months ended March 31, 2012 and 2011, has been made.

The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principals require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.

Fair Value Instruments

The Company’s balance sheets include the following financial instruments: cash, accounts receivable, accounts payable and loan from stockholder. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. The carrying value of the loan from stockholder approximates fair value based on short term and revolving nature of the advances.

Fair Value Measurement

All financial and nonfinancial assets and liabilities were recognized or disclosed at fair value in the financial statements.  This value was evaluated on a recurring basis (at least annually).  Generally accepted accounting principles in the United States define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on a measurement date. The accounting principles also established a fair value hierarchy which required an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  Three levels of inputs were used to measure fair value.

Level 1: Quotes market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that were corroborated by market data.

Level 3: Unobservable inputs that were not corroborated by market data.

Cash and Cash Equivalents

The majority of cash is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. At March 31, 2012 and December 31, 2011, there were no cash equivalents.

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Fixed Assets

Furniture and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful live of the asset, which is 5-7 years. Major expenditures that extend the useful lives of property and equipment are capitalized.  Expenditures for maintenance and repairs are charged to expense as incurred.  The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation and amortization period or the unamortized balance is warranted. Based upon its most recent analysis, the Company believes that no impairment of equipment existed at March 31, 2012 or December 31, 2011.

Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. The Company did not recognize any impairment losses for any periods presented.

Revenue Recognition

The Company generates revenue through a variety of development services.  The Company recognizes its revenue on the accrual basis which considers revenue to be earned when the services have been performed.  Management fee revenue is recorded monthly over the term of the contract.  Leasing revenues are recorded on a straight line basis over the length of the lease.  Leasing commissions are recorded when the lease is signed and the amount of commission can be determined.

Concentration of Credit Risk

All revenue recognized during 2012 and 2011 was generated from a limited number of clients.

Income Taxes

The Company accounts for income taxes under FASB Codification Topic 740 (previously SFAS No. 109, “Accounting for Income Taxes,”) which requires use of the liability method.  Topic 740 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purpose, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.  A valuation allowance may be applied against the net deferred tax due to the uncertainty of its ultimate realization.

Earnings Per Share

The Company follows FASB Codification Topic 260.  Basic earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares outstanding during the year. Diluted earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares. There are no share equivalents and, thus, anti-dilution issues are not applicable.

NOTE 2 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

  

We have reviewed accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported in 2012. We believe that there are no new or impending standards that may have an impact on our future filings.  The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

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NOTE 3 –  PROPERTY AND EQUIPMENT

Property and equipment consists of: 

		March 31, 2012		December 31, 2011
Equipment	$	3,991	$	3,991
Furniture		4,482		4,482
		8,473		8,473
Less accumulated depreciation		8,473		8,289
Property and equipment, net	$	-	$	184

Depreciation of equipment was $184 and $184 for the three months ended March 31, 2012 and 2011, respectively. These assets and the associated depreciation expense are part of the discontinued operations.

NOTE 4 – RELATED PARTY

Loans from Shareholder

The majority owner has and anticipates it to be necessary to advance cash to the Company, based on cash requirements. The amounts due to the majority shareholder were $13,107 and $0 as of March 31, 2012 and December 31, 2011, respectively. These cash advances are considered temporary in nature.  There are no repayment terms and currently are not interest bearing. The loan to shareholder was distributed to the shareholder as of March 31, 2012 as part of the distribution of the leasing operations.

Rent Expense

The Company reports rent expense based on the square footage of the facilities that it uses for operations in the president’s home. The rental agreement is on a month-to-month basis at $450 per month.  The use of the facility is expected to be temporary in nature and lease terms are month to month.  The Company recognized rent expense of $1,350 and $1,350 for the three month periods ended March 31, 2012 and 2011, respectively.

The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

NOTE 5 – CAPITAL STOCK AND REVERSE STOCK SPLIT

Common stock consists of 75,000,000 shares authorized at a par value of $0.01.  

On February 2, 2012, the Company filed with the SEC (“Securities and Exchange Commission”) a request for a 1:25 reverse stock split.  The stock split was approved by the SEC and FINRA (“Financial Industry Regulatory Authority, Inc.”) on March 16, 2012. The stock split decreased the 35,000,000 shares outstanding to 1,400,000.

On March 20, 2012 the Board of Directors approved to issue Joe Tyszko 4,600,000 shares (valued at $20,000) for services which increased the shares outstanding to 6,000,000 as of the March 31, 2012.

On March 23, 2012, the Company filed a Post Effective Amendment with the SEC to register 735,000 (post reverse split) shares. The SEC approved the Post Effective Amendment on March 27, 2012.

NOTE 6 – CONTINGENCIES

 

From time to time the Company may be a party to litigation matters involving claims against the Company.  Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.

NOTE 7 - DISCONTINUED OPERATIONS

During negotiations with a third party to acquire control of the Company, management determined that the new control group was not interested in the leasing operations of the Company.  Therefore in March 2012, management decided to discontinue the leasing operations and distribute all leasing assets, liabilities and operations to the main shareholder.  The distribution was effective as of March 31, 2012.  

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During the three months ended March 31, 2012 and 2011, the discontinued operations lost $4,248 and earned $25,012, respectively. The Company recognized a gain on the distribution of the leasing business in the amount of $10,382.  Details on the discontinued operations are shown below:

				Three Months Ended March 31,
					2012				2011
Revenues				$	1,115			$	27,392
Operating expenses:
	General & administration				1,063				147
	Selling expenses				2,329				-
	Professional fees				437				700
	Rents				1,350				1,350
	Depreciation				184				183
	Total operating expenses				5,363				2,380
	Operating income			$	(4,248)			$	25,012

					March 31, 2012			December 31, 2011
Assets
Current assets
	Cash			$	7,002		$	1,455
	Accounts receivable				15,264			24,961
Total current assets					22,266			26,416
Property & equipment, net of accumulated
	depreciation of  $8,474 and $8,290, respectively				-			184
Total Assets				$	22,266		$	26,600
Liabilities and Stockholders' Equity
Current liabilities
	Accounts payable and accrued expenses			$	12,501		$	13,817
	Notes payable to Shareholder				13,107
	Income tax payable				7,041
Total current liabilities					32,649			13,817
Total liabilities				$	32,649		$	13,817
	Gain on distribution of discontinued operations			$	10,383

NOTE 8 – SUBSEQUENT EVENTS

On April 23, 2012, the Company entered into a Stock Purchase Agreement (“Agreement”) with Yong Li, as agent and attorney-in-fact (the “Agent”) for the buyers identified in the 8-K and Joe Tyszko (the “Seller), the former President, Secretary, Treasurer and Chairman of the Board of Directors of the Company. The closing of the transactions (the “Closing”) contemplated by the Agreement occurred simultaneously with the parties’ entry into the Agreement.

Pursuant to the Agreement, the Seller sold to the Agent, as agent and attorney-in-fact for the Buyers, and the Agent, as agent and attorney-in-fact for the Buyers, agreed to purchase, 5,951,544 shares of common stock, par value $0.01 per share (the “Common Stock”) of the Company, constituting approximately 99.2% of the issued and outstanding Common Stock, for an aggregate purchase price of $285,000. More information regarding this transaction can be found in the 8-K filing on April 23, 2012.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Note Regarding Forward Looking Statements.

This quarterly report on Form 10-Q of RJS Development, Inc. for the period ended March 31, 2012 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby.  To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements which, by definition, involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management's Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.

The following are factors that could cause actual results or events to differ materially from those anticipated, and include but are not limited to: general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in tax laws; and the costs and effects of legal proceedings.

You should not rely on forward-looking statements in this quarterly report. This quarterly report contains forward-looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by RJS Development, Inc. For example, a few of the uncertainties that could affect the accuracy of forward-looking statements include:

 

a.

an abrupt economic change resulting in an unexpected downturn in demand;

b.

governmental restrictions or excessive taxes on land;

c.

over-abundance of companies developing commercial properties to lease space or sell the developed building;

d.

economic resources to support the development of our projects;

e.

expansion plans, access to potential clients, and advances in technology; and

f.

lack of working capital that could hinder the land acquisition for development of our projects.

Financial information provided in this Form 10-Q, for periods subsequent to December 31, 2011, is preliminary and remains subject to audit.  As such, this information is not final or complete, and remains subject to change, possibly materially.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following management’s discussion, analysis of financial condition should be read in conjunction with our financial statements and notes thereto contained elsewhere in this report.

Our Business Overview

RJS Development specialized in commercial real estate development and leasing. Our business, financial condition and results of operations have improved in the prior year due to new leasing assignment. The market still faces high unemployment, lower family income, lower consumer confidence, a large number of foreclosures and homes for sale, increased volatility in the availability and cost of credit, shrinking mortgage markets, unstable financial institutions, lower valuation of retirement savings accounts, lower corporate earnings, lower business investment and lower consumer spending which continue to be an “overhang” on the general marketplace. We have maintained low operational expenditures as a result of the market crash in 2008 and 2009.

Over the past four years we have not been involved in any new development activity. We have concentrated on renting and managing existing commercial locations on a contractual basis for the owners. Our contracts are centered in the Tampa Bay area and are generally on a month-to-month basis.

As of March 31, 2012, the leasing business was distributed out to main shareholder.  The assets, liabilities and results of operations of the leasing business are presented as discontinued operations.

The results of operations are based on preparation of financial statements in conformity with accounting principles generally accepted in the United States.  The preparation of financial statements requires management to select accounting policies for critical accounting areas as well as estimates and assumptions that affect the amounts reported in the financial statements.  The Company’s accounting policies are more fully described in the Notes of Financial Statements.

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Results of Operations – Continuing Operations

Operating expenses were $38,918 and $6,085 for the three month periods ended March 31, 2012 and 2011, respectively. The increase was due to legal fees for the reverse stock split, post-effective amendment and the subsequent sale of the shares of the President and CEO, Joe Tyszko and stock based compensation in the amount of $20,000.

Results of Operations – Discontinued Operations

Revenues were $1,115 and $27,392 for the three month periods ended March 31, 2012 and 2011, respectively.  The decrease was due to a few large transactions in the 1^st Quarter of 2011 and the timing of signing of leases.

Operating expenses were $5,363 and $2,680 for the three month periods ended March 31, 2012 and 2011, respectively. The increase was due to a commission paid in 2012 and an increase in dues.

Liquidity & Capital Resources

At March 31, 2012, the operations of the Company had been discontinued.  All asset and liabilities of the leasing business were distributed out to the main shareholder.  The Company had cash of $0, working capital deficit of $0, an accumulated deficit of $(20,350) and shareholder equity of $0.

For the three months ended March 31, 2012, net cash used by operating activities was $1,455.  During the three months ended March 31, 2011, there were no cash flows investing or financing activities.

We anticipate that our future liquidity requirements will arise from the need to fund our growth from our new operations, pay debt obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from new operations and raising additional funds from the private sources and/or debt financing.  However, we can provide no assurances that we will be able to generate sufficient cash flow from operations and/or obtain additional financing on terms satisfactory to us, if at all, to remain a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to attain profitability.

Critical Accounting Policies and Estimates

The policies discussed below are considered by our management to be critical to an understanding of our financial statements because their application places the most significant demands on our management’s judgment, with financial reporting results relying on our estimation about the effect of matters that are inherently uncertain. Specific risks for these critical accounting policies are described below. For these policies, our management cautions that future events rarely develop as forecast, and that best estimates may routinely require adjustment.

The SEC has issued cautionary advice to elicit more precise disclosure about accounting policies management believes are most critical in portraying our financial results and in requiring management’s most difficult subjective or complex judgments.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make judgments and estimates. On an ongoing basis, we evaluate our estimates, the most significant of which include establishing allowances for doubtful accounts and determining the recoverability of our long-lived tangible and intangible assets. The basis for our estimates are historical experience and various assumptions that are believed to be reasonable under the circumstances, given the available information at the time of the estimate, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from the amounts estimated and recorded in our financial statements.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements:

Revenue Recognition.  We recognize revenue in accordance with the accounting standards, which requires that four basic criteria be met before revenue can be recognized: (i) persuasive evidence that an arrangement exists; (ii) the price is fixed or determinable; (iii) collectability is reasonably assured; and (iv) product delivery has occurred or services have been rendered.  The Company recognizes its revenue on the accrual basis which considers revenue to be earned when the services have been performed.  Management fee revenue is recorded monthly over the term of the contract.  Leasing revenues are recorded on a straight line basis over the length of the lease.  Leasing commissions are recorded when the lease is signed and the amount of commission can be determined.

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Long-Lived Assets.  Long-lived assets, including property, plant and equipment, and intangible assets with determinable lives, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be fully recoverable. An impairment loss is assessed if the undiscounted expected future cash flows generated from an asset are less than its carrying amount. Impairment losses are recognized for the amount by which the carrying value of an asset exceeds its fair value. The estimated useful lives of all long-lived assets are periodically reviewed and revised if necessary.

Fair Value Instruments.  The Company’s balance sheets include the following financial instruments: cash, accounts payable and loan from stockholder.  The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.  The carrying values of the loan from stockholder approximates fair value based on borrowing rates currently available to the Company for instruments with similar terms and remaining maturities.  

Income Taxes.  

The Company accounts for income taxes under FASB Codification Topic 740 which requires use of the liability method. Topic 740 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purpose, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized. A valuation allowance may be applied against the net deferred tax due to the uncertainty of its ultimate realization.

Off-Balance Sheet Arrangements

We have made no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Reclassification of Discontinued Operations

In accordance with the rules regarding the presentation of discontinued operations the assets, liabilities and activity of the leasing business have been reclassified as a discontinued operation for all periods presented.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

We are a Smaller Reporting Company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4.  Controls and Procedures.

(a)   

Management’s Conclusions Regarding Effectiveness of Disclosure Controls and Procedures.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

With respect to the period ending March 31, 2012, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934.  

Based upon our evaluation regarding the period ending March 31, 2012, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, has concluded that its disclosure controls and procedures were not effective due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review.  Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.  

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The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. However, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures will prevent all error and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

(b)

Changes in Internal Controls.

There have been no changes in the Company’s internal control over financial reporting during the period ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Part II.  Other Information

Item 1.  Legal Proceedings.

None.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

During the three month period ending March 31, 2012, the Company did not issue any unregistered shares of its common stock.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Submission of Matters to a Vote of Security Holders.

This Item 4 was removed and reserved by Release No. 33-9089A, effective February 28, 2010.

Item 5.  Other Information.

None.

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Item 6.  Exhibits

Exhibit Number and Description				Location Reference
(a)	Financial Statements			Filed Herewith
(b)	Exhibits required by Item 601, Regulation S-K;
	(3.0)	Articles of Incorporation
		(3.1)	Amended and Restated Articles of Incorporation filed with Form S-1 Registration Statement on June 16, 2008	See Exhibit Key
		(3.2)	Bylaws filed with Form S-1 Registration Statement on June 16, 2008	See Exhibit Key
	(11.0)	Statement re:  computation of per share Earnings		Note 2 to Financial Stmts.
	(14.0)	Code of Ethics		See Exhibit Key
	(31.1)	Certificate of Chief Executive Officer And Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		Filed herewith
	(32.1)	Certification of Chief Executive Officer And Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		Filed herewith

Exhibit Key

3.1

Incorporated by reference herein to the Company’s Form S-1 Registration Statement filed with the Securities and Exchange Commission on June 16, 2008.

3.2

Incorporated by reference herein to the Company’s Form S-1 Registration Statement filed with the Securities and Exchange Commission on June 16, 2008.

14.0

Incorporated by reference herein to the Company’s Form S-1 Registration Statement filed with the Securities and Exchange Commission on June 16, 2008.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RJS DEVELOPMENT, INC.

Date: May 14, 2012

By:  /s/ Guofeng Feng       

GUOFENG FENG

Chief Executive Officer

(Principal Executive Officer and Principal Financial Officer)

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