UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 10-K

~~X .~~ þ ANNUAL REPORT ~~UNDER~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~fiscal~~Fiscal ~~year~~Year ~~ended~~Ended December 31, ~~2011~~2012

~~. TRANSITION~~¨ Transition ~~REPORT~~Report ~~UNDER~~Pursuant ~~SECTION~~to Section 13 ORor 15(d) OFof ~~THE~~the ~~EXCHANGE~~Securities ~~ACT~~Exchange Act f 1934

For the transition period from~~: ______________~~ to ~~______________~~

Commission ~~file~~File ~~number~~Number: ~~333~~000-~~151698~~ 54494

RJS DEVELOPMENT, INC. ~~(Name of small business issuer as specified in its charter)~~

Florida		20-007504
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

(Exact Name of Registrant as specified in its Charter)

200 Miramar Blvd., St. Petersburg, Florida		33704
Florida		20-0075049
(Address of principal executive offices)		(Zip Code)
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Room 1701, The One Square, No. 18, Dongyu St. Chengdu 610051, Sichuan, People’s Republic of China		610051
(Address of Principal Executive Offices)		(Zip code)

~~Issuer’s~~+86 ~~telephone~~(28) ~~number: 727~~8661-~~709-3382~~0965

~~Securities registered under Section 12~~(g)Registrant’s oftelephone ~~the~~number, ~~Exchange~~including ~~Act:~~area ~~None~~code)

~~Indicate~~Securities byregistered ~~check~~pursuant ~~mark~~to ifSection 12(b) ~~the registrant is a well-known seasoned issuer, as defined in Rule 405~~ of the ~~Securities~~ Act ~~Yes . No X .~~: None

~~Check~~(Title ~~whether~~of ~~the~~each ~~Registrant~~class) ~~is not required to file reports pursuant to Section 13 or 15~~(d)Name of ~~the~~exchange ~~Exchange~~on ~~Act. .~~ which registered)

~~Indicate~~Securities byregistered ~~check~~pursuant ~~mark whether the Registrant (1) has filed all reports required~~ to ~~be filed by~~ Section ~~13 or 15~~ 12(dg) 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 .: None

Indicate by check mark ~~whether~~if the ~~Registrant~~registrant ~~has~~is ~~submitted~~a ~~electronically~~well-known ~~and~~seasoned ~~posted on it corporate Web site~~issuer, ifas ~~any,~~defined ~~every~~in ~~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~~Securities ~~12 months (or for such shorter period that the registrant was required to submit and post such files)~~Act. ¨ Yes . þ No ~~X .~~

Indicate by check mark if ~~disclosure~~the ofregistrant ~~delinquent filers in response to Item 405 of Regulation S-K~~ is not ~~contained~~required into ~~this~~file ~~form,~~reports ~~and~~pursuant ~~no disclosure will be contained,~~ to ~~the~~Section 13 ~~best of Registrant's knowledge, in definitive proxy~~ or ~~information~~Section 15(d) ~~statements incorporated by reference in part III~~ of ~~this~~the ~~Form 10-K or any amendment to this Form 10-K~~ Act. ¨ Yes þ No

Indicate by check mark whether the registrant: is(1) has afiled ~~large~~all ~~accelerated~~reports ~~filer,~~required anto ~~accelerated~~be ~~filer,~~filed aby ~~non-accelerated~~Section 13 ~~filer,~~or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or afor ~~smaller~~such ~~reporting~~shorter ~~company.~~period ~~See~~that the ~~definitions~~registrant ofwas ~~“large~~required ~~accelerated~~to ~~filer,”~~file ~~“accelerated~~such ~~filer”~~reports), and ~~“smaller~~(2) has ~~reporting~~been ~~company”~~subject into ~~Rule 12b-2~~such offiling requirements for the ~~Exchange~~past ~~Act~~90 days. þ Yes ¨ No

~~Large~~Indicate ~~accelerated~~by ~~filer~~check .mark ~~Accelerated~~whether ~~filer~~the .registrant ~~Non~~has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-~~accelerated~~T ~~filer~~during .the preceding 12 months (Door ~~not~~for ~~check~~such ifshorter aperiod ~~smaller~~that ~~reporting~~the ~~company)~~registrant ~~Smaller~~was ~~reporting~~required ~~company~~to Xsubmit and post such files). þ Yes ¨ No

Indicate by check mark ~~whether~~if ~~the~~disclosure ~~Registrant~~of delinquent filers pursuant to Item 405 of Regulation S-K is anot ~~shell~~contained ~~company~~herein, ~~(as~~and ~~defined~~will not be contained, to the best of registrant’s knowledge, in ~~Rule~~definitive ~~12b-2~~proxy or information statements incorporated by reference in Part III of ~~the~~this ~~Exchange~~Form ~~Act).~~10-K ~~Yes .~~or ~~No X~~any amendment to this Form 10-K. ¨

~~There~~Indicate isby nocheck ~~market~~mark ~~for~~whether ~~our~~the ~~stock~~registrant atis ~~this~~a ~~point. The~~large ~~aggregate~~accelerated ~~estimated~~filer, ~~value~~an ofaccelerated ~~the~~filer, ~~Common~~a ~~Stock held by~~ non-~~affiliates,~~accelerated ~~approximately 588~~filer,~~000~~ ~~post~~or ~~split~~a ~~shares~~smaller ofreporting ~~Common~~company. ~~Stock~~See asdefinitions of ~~December~~“large ~~31,~~accelerated ~~2011~~filer,” ~~was~~“accelerated ~~approximately~~filer” ~~$147,000~~and ~~based~~“smaller onreporting acompany” ~~stated~~in ~~price~~Rule 12b-2 of ~~$.25~~the ~~per~~Exchange ~~share.~~Act):

~~The~~Large ~~number~~Accelerated ofFiler ~~shares~~¨ ~~outstanding~~Accelerated ofFiler ~~the~~¨ ~~issuer’s~~Non-Accelerated ~~Common~~Filer ~~Stock,~~¨ ~~$.01~~Smaller ~~par~~Reporting ~~value,~~Company ~~as of March8, 2012 was 1,400,000 shares (post 25:1 reverse split, effective March 2012).~~þ

~~TABLE~~Indicate OFby ~~CONTENTS~~check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). þYes ¨No

		Page
Part I
Item 1	Business	3
Item 1A	Risk Factors	4
Item 1B	Unresolved Staff Comments	5
Item 2	Properties	5
Item 3	Legal Proceedings	6
Item 4	Submission of Matters to a Vote of Security Holders	6
Part II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	6
Item 6	Selected Financial Data.	7
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operation	7
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	9
Item 8	Financial Statements and Supplementary Data	9
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	9
Item 9A	Controls and Procedures	9
Item 9B	Other Information	10
Part III
Item 10	Directors, Executive Officers and Corporate Governance.	10
Item 11	Executive Compensation	12
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	12
Item 13	Certain Relationships and Related Transactions, and Director Independence.	13
Item 14	Principal Accounting Fees and Services	13
Part IV
Item 15	Exhibits, Financial Statement Schedules	13
Signatures		14

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Not available.

2The number of shares of outstanding common stock, par value $0.01 per share, of the registrant as of May 14, 2013 was 6,000,000.

FORM 10-K REPORT INDEX

Page

PART I		2
Item 1.	Business	2
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	9
Item 2.	Properties	9
Item 3.	Legal Proceedings	9
Item 4.	Mine Safety Disclosures	9
PART II		11
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
Item 6.	Selected Financial Data	12
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 8.	Financial Statements and Supplementary Data	14
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	14
Item 9A.	Controls and Procedures	14
Item 9B.	Other Information	15
PART III		16
Item 10.	Directors, Executive Officers, and Corporate Governance of the Registrant	16
Item 11.	Executive Compensation	17
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	18
Item 13.	Certain Relationships and Related Transactions	18
Item 14.	Principal Accountant Fees and Services	19
PART IV		20
Item 15.	Exhibits and Financial Statement Schedules	20

Index

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain information contained in this Annual Report on Form 10-K of RJS Development, Inc., a Florida corporation (the “Company”) include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The statements herein which are not historical reflect our current expectations and projections about the Company’s future results, performance, liquidity, financial condition, prospects and opportunities and are based upon information currently available to the Company and our management and their interpretation of what is believed to be significant factors affecting the businesses, including many assumptions regarding future events. Such forward-looking statements include statements regarding, among other things:

our ability to produce, market and generate sales of our products;

our ability to develop, acquire and/or introduce new products;

our projected future sales, profitability and other financial metrics;

our future financing plans;

our plans for expansion of our facilities;

our anticipated needs for working capital;

the anticipated trends in our industry;

our ability to expand our sales and marketing capability;

acquisitions of other companies or assets that we might undertake in the future;

our operations in the United States and abroad, and the domestic and foreign regulatory, economic and political conditions; and

competition existing today or that will likely arise in the future.

Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “seek,” or “project” or the negative of these words or other variations on these words or comparable terminology. Actual results, performance, liquidity, financial condition and results of operations, prospects and opportunities could differ materially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties and other factors, including the ability to raise sufficient capital to continue the Company’s operations. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this Annual Report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Annual Report will in fact occur. Potential investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

Potential investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

The specific discussions in this Annual Report about the Company include financial projections and future estimates and expectations about the Company’s business. The projections, estimates and expectations are presented in this Annual Report only as a guide about future possibilities and do not represent actual amounts or assured events. All the projections and estimates are based exclusively on the Company management’s own assessment of our business, the industry in which it works and the economy at large and other operational factors, including capital resources and liquidity, financial condition, fulfillment of contracts and opportunities. The actual results may differ significantly from the projections.

Potential investors should not make an investment decision based solely on the Company’s projections, estimates or expectations.

Index

PART I

~~CAUTIONARY~~ As ~~STATEMENT~~used ~~IDENTIFYING~~in ~~IMPORTANT~~this ~~FACTORS~~Annual Report on Form 10-K (this “Annual Report”), the terms “RJS” or the “Company” and to “we”, “our”, and “us”, refer to RJS Development, Inc., a Florida corporation.

~~THAT~~Item ~~COULD~~1. ~~CAUSE THE COMPANY’S ACTUAL RESULTS TO~~Business

~~DIFFER~~Those ~~FROM~~statements ~~THOSE~~in ~~PROJECTED~~the INfollowing ~~FORWARD~~discussion ~~LOOKING~~that ~~STATEMENTS~~are not historical in nature should be considered to be forward looking statements that are inherently uncertain. Actual results and the timing of the events may differ materially from those contained in these forward looking statements due to a number of factors, including those discussed in the “Cautionary Note on Forward Looking Statements” and “Risk Factors” set forth elsewhere in this Annual Report.

Readers of this document and any document incorporated by reference herein are advised that this document and documents incorporated by reference into this document contain both statements of historical facts and forward looking statements. Forward looking statements are subject to certain risks and uncertainties, which could cause actual results to differ materially for those indicated by the forward looking statements. Examples of forward looking statements include, but are not limited to (i) projections of revenues, income or loss, earning or loss per share, capital expenditures, dividends, capital structure and other financial items, (ii) statements of the plans and objectives of the Company or its management or Board of Directors, including the introduction of new products, or estimates or predictions of actions by customers, suppliers, competitors or regulatory authorities, (iii) statements of future economic performance, and (iv) statements of assumptions underlying other statements and statements about the Company or its business.Overview

~~This~~We ~~document~~are ~~and~~currently ~~any~~engaged ~~documents~~in ~~incorporated~~investigating byprospective ~~reference~~business ~~herein~~opportunities ~~also~~with ~~identify~~the ~~important~~intent ~~factors~~to ~~which~~acquire ~~could~~or ~~cause~~merge ~~actual~~with ~~results~~one toor ~~differ~~more ~~materially~~operating ~~from~~businesses. ~~those~~Management ~~indicated~~has bybroad ~~forward~~discretion ~~looking~~in ~~statements. These~~its ~~risks~~search for and ~~uncertainties~~negotiations ~~include~~with ~~price~~any ~~competition~~potential business or business opportunity. In certain instances, a target company may desire to become a subsidiary or contribute assets rather than merge. In the ~~decisions~~event of ~~customers~~a successful acquisition or merger, the ~~actions~~acquired ofentity ~~competitors,~~will become subject to the ~~effects~~same ofreporting ~~government~~requirements ~~regulation,~~with ~~possible~~the ~~delays~~Securities inand Exchange Commission (the ~~introduction~~“SEC”) ofas ~~new~~we ~~products~~are. ~~and~~Any ~~services,~~acquired ~~customer~~business ~~acceptance~~must ofprovide ~~products~~audited ~~and~~financial ~~services,~~statements for at least the ~~Company’s~~two ~~ability~~most torecent ~~secure~~fiscal ~~debt~~years ~~and/~~or, ~~equity~~in ~~financing~~the onevent ~~reasonable~~it ~~terms~~has been in business for less than two years, ~~and~~from ~~other~~the ~~factors~~period ~~which~~of ~~are~~inception. ~~described~~This ~~herein~~could ~~and/~~limit potential prospects because many private businesses either do not have audited financial statements, or inare ~~documents~~unable ~~incorporated~~to byproduce ~~reference~~audited ~~herein~~statements without undo time and expense.

The cautionary statements made above and elsewhere by the Company should not be construed as exhaustive or as any admission regarding the adequacy of disclosures made by the Company. Forward looking statements are beyond the ability of the Company to control and in many cases the Company cannot predict what factors would cause results to differ materially from those indicated by the forward looking statements.

Item 1.

Business

Company History

We were incorporated on May 27, 2003 under the laws of the State of Florida. On August 23, 2006, Amended and Restated Articles of Incorporation were filed with the Florida Department of State changing the par value of our stock from no par value to a par value of $0.01 and the total authorized capital stock to 75,000,000 common shares. Since inception, we have engaged in commercial real estate development. We have office space at 200 Miramar Blvd., NE, Saint Petersburg, FL 33704. RJS currently only requires minimal office space. In light of present economic circumstances, we presently are operating the Company business from the personal residence of our president, Joseph Tyszko. We intend to locate and secure a separate office location for the Company as economic circumstances will allow in the future.

~~Competition~~On or about January 31, 2012, the Company received written consents in lieu of a meeting of stockholders from holders of 20,300,000 shares representing approximately 58% of the 35,000,000 shares of the total then issued and outstanding shares of voting stock of the Company (the “Majority Stockholders”) authorizing the Company’s Board of Directors, to effect a reverse split of the Company’s common stock, par value $0.01 per share, of 25:1 (pursuant to which the number of authorized shares of common stock will remain 75,000,000 following such reverse stock split) (the “Reverse Stock Split”), with any fractional shares post-split were rounded up to the next whole share.

~~The~~On ~~real~~January ~~estate~~31, ~~development~~2012, ~~industry~~the isBoard ~~highly~~of ~~competitive~~Directors ~~and~~of ~~fragmented. Competitive~~the ~~overbuilding~~Company inapproved ~~local~~a ~~markets,~~reverse ~~among~~split ~~other~~of ~~competitive~~the ~~factors,~~Company’s ~~could~~common ~~materially~~stock ~~adversely~~of ~~affect~~25:1 ~~commercial~~(pursuant ~~builders~~to inwhich ~~those~~the ~~markets. Commercial~~number ~~developers~~of ~~compete~~authorized ~~for~~shares ~~financing~~of common stock will remain 75,000,000 ~~raw~~following ~~materials~~such ~~and~~reverse ~~skilled~~stock ~~labor~~split) (the “Reverse Stock Split”), aswith ~~well~~any asfractional ~~for~~shares post-split were rounded up to the ~~leases~~next ~~for~~whole ~~space~~share, insubject ~~their~~to ~~finished~~stockholder ~~projects~~approval. ~~Additionally~~ On January 31, ~~competition~~2012, ~~for~~acting ~~prime~~by ~~properties~~written isconsent ~~intense~~in ~~and~~lieu of a meeting, the ~~acquisition~~holders of ~~such~~20,300,000 ~~properties~~shares ~~may~~representing ~~become~~approximately ~~more~~58% ~~expensive~~of in the ~~future~~35,000,000 toshares of the ~~extent~~total ~~demand~~then issued and ~~competition~~outstanding ~~increase. We~~shares ~~compete~~of voting stock of the Company (the “Majority Stockholders”) approved the Reverse Stock Split in accordance with ~~other~~the ~~local~~Florida Business Corporation Act (“FBCA”). On February 13, ~~regional~~2012, ~~and~~we ~~national~~provided ~~real~~our ~~estate~~stockholders ~~developers. Some~~with an Information Statement pursuant to Section 14C of ~~our~~the ~~competitors~~Securities ~~have~~Exchange ~~greater~~Act ~~financial~~of 1934, ~~marketing~~as amended (the “Exchange Act”), ~~sales~~and Regulation 14C and ~~other~~Schedule ~~resources~~14C ~~than~~thereunder, weand, ~~have~~in accordance therewith, ~~but~~the weReverse ~~believe~~Stock ~~that~~Split webecame ~~generally~~effective ~~have~~20 ancalendar ~~advantage~~days inafter the ~~Greater~~mailing ~~Tampa~~of ~~Bay~~such ~~market~~Information ~~due~~Statement to(i.e., on March 5, 2012). As of a result of the ~~experience~~Reverse Stock Split, as of the ~~Company~~effectiveness of the Reverse Stock Split, we were authorized to issue 75,000,000 shares of common stock, of which 1,400,000 shares were then issued and outstanding.

WeOn doApril ~~not~~23, ~~compete~~2012, ~~against~~we ~~all~~entered ofinto ~~the~~a ~~developers~~Stock inPurchase ~~our~~Agreement ~~geographic~~(the ~~market~~“SPA”) inwith ~~all~~Yong ofLi, ~~our~~as ~~product~~agent ~~types~~and orattorney-in-fact ~~submarkets;~~(the ~~some~~“Agent”) ~~developers~~for ~~focus~~the onbuyers ~~particular~~identified ~~types~~therein of(the ~~projects~~“Buyers”) ~~within~~and ~~those~~Joe ~~markets~~Tyszko, ~~such~~our asformer ~~large~~President, ~~mall~~Secretary ~~type~~and ~~buildings~~Chairman ~~that~~of ~~are~~the ~~not~~Board inof ~~competition~~Directors. The ~~with~~closing ~~our~~of ~~projects. We~~the ~~believe~~transactions contemplated by the ~~factors~~SPA ~~that~~(collectively, ~~commercial~~the ~~businesses~~“2012 ~~seeking~~Sale”) ~~space~~occurred ~~consider~~simultaneously ~~when~~with ~~deciding~~the ~~whether~~parties’ entry into the SPA. Pursuant to ~~lease~~the ~~long-term~~SPA, ~~from~~Mr. usTyszko ~~include~~sold to the ~~location~~Agent, ~~value~~as agent and ~~design~~attorney-in-fact offor ~~our~~the ~~products. We~~Buyers, ~~believe~~and ~~that~~the weAgent, ~~typically~~as ~~build~~agent ~~attractive,~~and ~~innovative~~attorney-in-fact ~~products~~for inthe ~~sought-after~~Buyers, ~~locations~~agreed ~~that~~to ~~are~~purchase, ~~perceived~~5,951,544 asshares ~~good~~of ~~value~~common bystock, ~~our~~constituting ~~tenants~~approximately 99. ~~Accordingly,~~2% weof ~~believe~~the ~~that~~issued weand ~~compare~~outstanding ~~favorably~~common instock, ~~these~~for ~~factors~~an aggregate purchase price of $285,000.

~~Employees~~We have office space at Room 1701, The One Square, No. 18, Dongyu St., Chengdu 610051, Sichuan, People’s Republic of China. RJS currently only requires minimal office space.

~~As of March 2012, there are~~ 2 full-time employees at RJS Development. Our President, Joe Tyszko and Treasurer, Valerie Tyszko. The Company has previously utilized outside consultants and sales personnel that were are paid on a specific fee basis or a commission basis, though no consultants were utilized in 2011 or 2010. As market conditions improve, the Company may again utilize outside consultants.

Index

Business Activities

Prior to the 2012 Sale, the Company was in the business of providing development services in the real estate industry, and operated in the Tampa bay area on the West Coast of Florida. Prior to the 2012 Sale, such business was distributed out to the Company’s then main shareholder.

Following the 2012 Sale, we have operated as a shell company and have been engaged in investigating prospective business opportunities with the intent to acquire or merge with one or more operating businesses. Management has broad discretion in its search for and negotiations with any potential business or business opportunity. In certain instances, a target company may desire to become a subsidiary or contribute assets rather than merge. In the event of a successful acquisition or merger, the acquired entity will become subject to the same reporting requirements with the SEC as we are. Any acquired business must provide audited financial statements for at least the two most recent fiscal years or, in the event it has been in business for less than two years, from the period of inception. This could limit potential prospects because many private businesses either do not have audited financial statements, or are unable to produce audited statements without undo time and expense.

We have a limited operating history and make no representation, nor is any intended, that we will be able to successfully carry on future business activities. There can be no assurance that we will have the ability to acquire or merge with a business opportunity that will be of material value.

Management plans to investigate, research and, if justified, potentially acquire or merge with, one or more businesses or business opportunities. We presently have no commitment or arrangement, written or oral, to participate in any business opportunity and we cannot predict the nature of any potential business we may ultimately consider. Management has broad discretion in its search for and negotiations with any prospective business or business opportunity.

Sources of Business Opportunities

Management intends to use various resources in its search for potential business opportunities including, but not limited to, the Company’s officers and directors, consultants, special advisors, securities broker-dealers, venture capitalists, members of the financial community and others who may present management with unsolicited proposals. Because of its lack of capital, the Company may not be able to retain, on a fee basis, professional firms specializing in business acquisitions and reorganizations. Rather, it will most likely have to rely on outside sources, not otherwise associated with the Company that will accept their compensation only after the Company has finalized a successful acquisition or merger. To date, the Company has not engaged or entered into any discussion, agreement or understanding with a particular consultant regarding its search for business opportunities. Presently, no final decision has been made nor is management in a position to identify any future prospective consultants.

If the Company elects to engage an independent consultant, it will look only to consultants that have experience in working with small companies in search of an appropriate business opportunity. Also, the consultant must have experience in locating viable merger and/or acquisition candidates and have a proven track record of finalizing such business consolidations. Further, the Company would prefer to engage a consultant that will provide services for only nominal up-front consideration and is willing to be fully compensated only at the close of a business consolidation.

The Company does not intend to limit its search to any specific kind of industry or business. The Company may investigate and ultimately acquire a venture that is in its preliminary or development stage, is already in operation, or in various stages of its corporate existence and development. Management cannot predict at this time the status or nature of any venture in which the Company may participate. A potential venture might need additional capital or merely desire to have its shares publicly traded. The most likely scenario for a possible business arrangement would involve the acquisition of or merger with an operating business that does not need additional capital, but which merely desires to establish a public trading market for its shares. Management believes that the Company could provide a potential public vehicle for a private entity interested in becoming publicly held without the time and expense typically associated with an initial public offering.

Evaluation

Once the Company identifies a particular entity as a potential acquisition or merger candidate, management will seek to determine whether acquisition or merger is warranted, or whether further investigation is necessary. Such determination will generally be based on management’s knowledge and experience, or with the assistance of outside advisors and consultants evaluating the preliminary information available to them. Management may elect to engage outside independent consultants to perform preliminary analysis of potential business opportunities. However, because of its lack of capital, the Company may not have the necessary funds for a complete and exhaustive investigation of any particular opportunity.

~~Regulation~~Index

WeIn ~~are~~evaluating ~~subject~~potential tobusiness ~~a limited variety of local~~opportunities, ~~state,~~management ~~and~~will ~~federal regulations. While we believe that our operations are in compliance with all applicable regulations~~consider, ~~there can be no assurances that from time~~ to ~~time~~the ~~unintentional~~extent ~~violations~~relevant ~~of such regulations will not occur. We are subject~~ to ~~federal, state and local laws and regulation applied to businesses, such as payroll taxes on~~ the ~~state~~specific ~~and federal levels. Our current business requires that we comply with state corporate filings~~situation, ~~city~~several orfactors ~~county business license and the necessary business liability insurance. The requirements of these regulations are minimal and do not cause any undue burden.~~including:

~~Internet~~· ~~access~~Potential ~~and~~benefits ~~online services are not subject~~ to ~~direct regulation in~~ the ~~United~~Company ~~States. Changes in the laws~~ and regulations relating to the telecommunications and media industry, however, could impact our business. For example, the Federal Communications Commission could begin to regulate the Internet and online service industry, which could result in increased costs for us. The laws and regulations applicable to the Internet and to our services are evolving and unclear and could damage our business. There are currently few laws or regulations directly applicable to access to, or commerce on, the Internet. Due to the increasing popularity and use of the Internet, it is possible that laws and regulations may be adopted, covering issues such as user privacy, defamation, pricing, taxation, content regulation, quality of products and services, and intellectual property ownership and infringement. Such legislation could expose us to substantial liability as well as dampen the growth in use of the Internet, decrease the acceptance of the Internet as a communications and commercial medium, or require us to incur significant expenses in complying with any new regulations.stockholders;

~~SEC~~· ~~Reports~~Working ~~Available on Website~~capital;

~~The~~· ~~SEC~~Financial ~~maintains~~requirements ~~an Internet site (http://www.sec.gov) that contains reports, proxy~~ and ~~information~~availability ~~statements, and other information regarding issuers that file electronically with the SEC. The public may obtain information on the operation~~ of ~~the~~additional ~~Public Reference Room by calling the SEC at 1-800-SEC-0330.~~ financing;

~~Item~~· ~~1.A Risk~~History ~~Factors~~of operations, if any;

An· ~~investment~~Nature in our common stock involves major risks. Before you invest in our common stock, you should be aware that there are various risks, including those described below. You should carefully consider these risk factors together with all of ~~the~~present ~~other~~and ~~information~~expected ~~included in this Form 10-K before you decide to purchase shares of our common stock.~~competition;

~~Purchase~~· ofQuality ~~our stock is a highly speculative~~ and ~~you~~experience could lose your entire investment. We had a small profit in 2010 and in 2011 nearly tripled our profit in 2011. However, you should not assume that our plans and business prospects described herein will either materialize or prove successful. Accordingly, you may lose all or a substantial part of ~~your investment. The purchase of our stock must be considered a highly speculative investment.~~ management;

We· ~~can~~Need ~~provide~~for nofurther ~~assurances~~research, wedevelopment ~~will be able to continue as a going concern~~ or ~~raise additional financing in the future.~~ exploration;

~~Failure~~· toPotential ~~achieve significant revenues and profitability in the future would cause the market price~~ for ~~our~~growth ~~common stock to decline further. We currently have no market for our stock. We have generated net losses for several years~~ and have only recently shown a profit over the past two fiscal years. If we don’t achieve, increase or maintain revenues and continued profitability in the near future, we may not be able to generate a market for our common stock. expansion;

If· wePotential ~~are~~for ~~unable to compete effectively with our competitors, we will not be successful generating revenues or attaining~~ profits.; ~~The real estate industry is highly competitive. Our ability to generate revenues~~ and profitability is directly related to our ability to compete with our competitors. We face competition in our markets from competing technologies and direct competition from additional companies that may enter this market with greater financial resources than we have. If we are unable to compete effectively, we will not be successful in generating revenues or attaining profits.

~~Loss~~· ofOther ~~key~~factors ~~personnel~~deemed ~~could~~relevant ~~cause a major disruption in our day-~~to~~-day~~ ~~operations and we could lose our relationships with third-parties with whom we do business. Our future success depends in a significant part upon~~ the ~~continued~~specific service of our executive officer as key management personnel. The loss of key personnel or the inability to hire or retain qualified replacement personnel could have cause a major disruption in our day-to-day operations and we could lose our relationships with third-parties with whom we do business, which could adversely affect our financial condition and results of operations. opportunity

Because the Company has not yet located or identified any specific business opportunity, there are certain unidentified risks that cannot be adequately expressed prior to identifying a specific target. There can be no assurance following consummation of any acquisition or merger that the business venture will develop into a going concern or, if the business is already operating, that it will continue to operate successfully. Many potential business opportunities available to the Company may involve a new and untested technology, product, process or market strategy, which may not ultimately prove successful.

Form of Potential Acquisition or Merger

The Company cannot predict the manner in which it might participate in a particular prospective business opportunity. Each separate potential opportunity will be reviewed and, upon the basis of that review, a suitable legal structure or method of participation will be chosen. The particular manner in which the Company participates in a specific opportunity will depend upon the nature of its business, the respective needs and desires of the Company and the opportunity’s management, and the relative negotiating strength of the parties involved. Actual participation in a business venture may take the form of an asset purchase, lease, joint venture, license, partnership, stock purchase, reorganization, merger or other form of consolidation. The Company may act directly or indirectly through an interest in a partnership, corporation, or other form of organization, however, it presently does not intend to participate in an opportunity through the purchase of a minority stock position.

Because it has no assets and a limited operating history, in the event the Company successfully acquires or merges with an operating business, it is likely that current stockholders will experience substantial dilution. It is also probable that there will be a change in control of the Company. The owners of a business that the Company acquires or mergers with will most likely effectively control the Company following such transaction. Management has not established any guidelines as to the amount of control it will offer to prospective target. Instead, management will attempt to negotiate the best possible agreement for the benefit of the stockholders.

Presently, management does not intend to borrow funds to compensate any person, consultant, promoter or affiliate in relation to the consummation of a potential merger or acquisition. However, if the Company engages any outside advisor or consultant in its search for business opportunities, it may be necessary to attempt to raise additional funds. As of the date hereof, the Company has not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital. In the event the Company does need to raise capital, most likely the only method available would be the private sale of securities. These possible private sales would most likely have to be to persons known by the officers and directors or to venture capitalists that would be willing to accept the risks associated with investing in a business with limited operations. Because the Company is a development stage company, it is unlikely that it could make a public sale of securities or be able to borrow any significant sum from either a commercial or private lender. Management will attempt to acquire funds on the best available terms. However, there can be no assurance that the Company will be able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on reasonable and/or acceptable terms. Although not presently anticipated, there is a possibility that the Company could sell securities to its management or affiliates to raise funds.

There exists a possibility that the terms of any future acquisition or merger transaction might include the sale of shares presently held by the Company’s officers and/or directors to parties affiliated with or designated by the potential target. Presently, management has no plans to seek or actively negotiate such terms. However, if this situation does arise, management is obligated to follow the Company’s Articles of Incorporation and all applicable corporate laws in negotiating such an arrangement. Under this scenario of a possible sale by officers and directors, it is unlikely that similar terms and conditions would be offered to all other stockholders of the Company or that the stockholders would be given the opportunity to approve such a transaction.

We do not expect to be able to pay cash dividends in the foreseeable future, so you should not make an investment in our stock if you require dividend income. The payment of cash dividends, if any, in the future rests within the discretion of its Board of Directors and will depend, among other things, upon our earnings, our capital requirements and our financial condition, as well as other relevant factors. We have not paid or declared any cash dividends upon our Common Stock since our inception and by reason of our present financial status and our contemplated future financial requirements does not contemplate or anticipate making any cash distributions upon our Common Stock in the foreseeable future. Index

WeIn ~~have~~the event of a ~~limited~~successful ~~market~~acquisition ~~for~~or ~~our~~merger, ~~common~~a ~~stock~~finder’s ~~which~~fee, ~~causes~~in the ~~market~~form ~~price~~of tocash beor ~~volatile~~securities, ~~and~~may be paid to ~~usually~~a ~~decline~~person ~~when~~or ~~there~~persons isinstrumental ~~more~~in ~~selling~~facilitating ~~than~~the ~~buying~~transaction. onNo ~~any~~criteria ~~given~~or ~~day. Our~~limits ~~common~~have ~~stock~~been ~~currently~~established ~~does~~for ~~not~~the ~~trade~~determination onof an appropriate finder’s fee, although it is likely that any ~~over~~fee will be based upon negotiations by management, the ~~counter~~business ~~bulletin~~opportunity ~~board~~and the finder. WeManagement ~~currently~~cannot ~~have~~at athis ~~trading~~time ~~symbol~~make ~~(RJSD),~~an ~~but~~estimate itas isto ~~not~~the ~~trading~~type asor weamount doof ~~not~~a ~~have~~potential finder’s fee that might be paid. It is unlikely that a ~~market~~finder’s ~~maker~~fee aswill ~~yet~~be paid to ~~take~~an affiliate of the ~~stock~~Company tobecause of the ~~market~~potential conflict of interest that might result. However, if ~~the~~such ~~stock~~a ~~was~~fee were paid to ~~trade~~an affiliate, it would have to be ~~considered~~in such a ~~“penny~~manner ~~stock”.~~so as not to compromise the affiliate’s possible fiduciary duty to the Company or violate the doctrine of corporate opportunity.

~~Future~~The ~~sales~~Company ofbelieves ~~common~~that ~~stock~~it ~~into~~is ~~the~~highly ~~public~~unlikely ~~market~~that ~~place~~it will ~~increase~~acquire ~~the~~or ~~public~~merge ~~float~~with ~~and~~a ~~may~~business ~~adversely~~in ~~affect~~which the ~~market~~Company’s ~~price. As of December 31~~management, ~~2011,~~affiliates weor promoters have ~~outstanding 35,000,000 shares of common stock, including~~ an ~~estimated~~ownership ~~14,700,000~~interest. ~~outstanding~~Any ~~shares~~possible ~~held~~related byparty ~~non-affiliated~~transaction ~~persons. Holders~~ of ~~restrictive~~this ~~securities~~type ~~may~~would ~~also~~have ~~sell their restrictive shares pursuant~~ to ~~Rule~~be ~~144.~~ratified Inby ~~general,~~a ~~under~~disinterested ~~Rule~~Board ~~144~~and ofby the ~~Securities~~stockholders. ~~Act~~Management ofdoes ~~1933,~~not asanticipate ~~amended,~~an ~~shares~~acquisition ofor ~~our~~merger ~~common~~with ~~stock beneficially owned by~~ a ~~person~~related ~~for~~entity. atFurther, ~~least six months (~~as ~~defined in Rule 144) are eligible for resale under Rule 144, subject to the availability~~ of ~~current public information about us and, in~~ the ~~case~~date ~~of affiliated persons~~hereof, ~~subject~~no ~~to certain additional volume limitations~~officer, ~~manner of sale provisions and notice provisions. Pursuant to Rule 144~~director, ~~non-affiliates~~affiliate ~~may sell~~ or ~~otherwise~~associate ~~transfer~~has ~~their~~had ~~restricted~~any ~~shares~~preliminary ~~without~~contact ~~compliance~~or discussions with ~~current~~any ~~public~~specific ~~information~~business ~~where~~opportunity, ~~the~~nor ~~restricted~~are ~~securities~~there ~~have~~any ~~been~~present ~~held~~plans, ~~for~~proposals, atarrangements ~~least~~or ~~one~~understandings ~~year~~regarding ~~pursuant to Rule 144(a). Future sales of common stock or~~ the ~~availability~~possibility of ~~common stock for sale may have~~ an ~~adverse~~acquisition ~~effect~~or onmerger ~~the~~with ~~market~~any ~~price~~specific ofbusiness ~~our thinly traded common stock, which in turn could adversely affect our ability to obtain future funding as well as create a potential market overhang~~opportunity.

~~“Penny~~It ~~Stock”~~is ~~regulations~~anticipated ~~may~~that ~~adversely~~any ~~affect your ability to resell your stock in market transactions. The SEC has adopted penny stock regulations which apply to~~ securities ~~traded~~issued over-the-counter. These regulations generally define penny stock to be any equity security that has a market price of less than $5.00 per share or an equity security of an issuer with net tangible assets of less than $5,000,000 as indicated in ~~audited financial statements, if the corporation has been in continuous operations for less than three years. Subject to certain limited exceptions, the rules for~~ any ~~transaction~~such ~~involving~~reorganization awould ~~penny~~be ~~stock~~issued ~~require the delivery, prior to the transaction, of a risk disclosure document prepared by the SEC that contains certain information describing the nature and level of risk associated with investments~~ in ~~the~~reliance ~~penny~~upon ~~stock~~exemption ~~market. The~~from ~~broker-dealer~~registration ~~also~~under ~~must~~applicable ~~disclose~~federal ~~the commissions payable to both the broker-dealer~~ and ~~the~~state ~~registered representative and current quotations for the~~ securities laws. ~~Monthly~~ ~~account~~It ~~statements~~is ~~must~~anticipated ~~be sent by the broker-dealer disclosing the estimated market value of each penny stock held in the account or indicating~~ that ~~the~~it ~~estimated~~will ~~market~~also ~~value cannot~~ be ~~determined~~a ~~because~~method of ~~the~~taking ~~unavailability~~a ofprivate ~~firm~~company ~~quotes.~~public Inknown ~~addition,~~as ~~the~~a ~~rules~~“back ~~impose~~door” ~~additional~~registration ~~sales~~procedure ~~practice~~under requirements on broker-dealers who sell such securities to persons other than established customers and institutional accredited investors (generally institutions with assets in excess of $5,000,000). These practices require that, prior to the ~~purchase,~~Exchange ~~the broker-dealer determined that transactions in penny stocks were suitable for the purchaser and obtained the purchaser’s written consent to the transaction~~Act.

~~Our~~While ~~common~~the ~~stock~~actual ~~will~~terms beof ~~subject~~a transaction to which the ~~penny~~Company ~~stock~~may ~~regulations. Compliance~~be ~~with~~a party cannot be predicted, it may be expected that the ~~penny~~parties ~~stock~~to ~~regulations~~the bybusiness ~~broker-dealers~~transaction will ~~likely~~find ~~result~~it indesirable ~~price~~to ~~fluctuations~~avoid ~~and~~ the ~~lack~~creation of a ~~liquid~~taxable ~~market~~event ~~for~~and thereby structure the ~~common~~acquisition ~~stock,~~as ~~and~~a ~~may~~so-called ~~make~~“tax-free” itreorganization ~~difficult~~under ~~for~~Sections ~~you~~368(a)(1) toor ~~resell~~351 ~~your~~of ~~stock~~the inInternal ~~market~~Revenue ~~transactions~~Code.

~~Item~~We 1will participate in a business opportunity only after the negotiation and execution of appropriate written agreements.~~B. Unresolved~~ ~~Staff~~Although ~~Comments~~the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with the Company’s attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.

WeOur dopresent intent is that we will not ~~have~~acquire or merge with any ~~unresolved~~entity ~~comments~~which ~~from~~cannot provide independent audited financial statements at the ~~Commission~~time ~~staff~~of closing of the proposed transaction and supply other information that is normally disclosed in filings with the SEC. We are subject to all of the reporting requirements included in the Exchange Act. These rules are intended to protect investors by deterring fraud and abuse in the securities markets through the use of shell companies. Included in these requirements is the affirmative duty of the Company to file independent audited financial statements as part of its Form 8-K to be filed with the SEC upon consummation of a merger or acquisition, as well as the Company’s audited financial statements included in its annual report on Form 10-K. In addition, in the filing of the Form 8-K that we file to report an event that causes us to cease being a shell company, we are required to include that information that is normally reported by a company in its original Form 10.

~~Item~~Accounting 2.for a Business Combination

~~Properties~~In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards “SFAS” No. 141, “Business Combinations” and SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 141 requires business combinations initiated after June 30, 2001 to be accounted for using the purchase method of accounting, and broadens the criteria for recording intangible assets separate from goodwill. Recorded goodwill and intangibles will be evaluated against these new criteria and may result in certain intangibles being subsumed into goodwill, or alternatively, amounts initially recorded as goodwill may be separately identified and recognized apart from goodwill. SFAS No. 142 requires the use of a non-amortization approach to account for purchased goodwill and certain intangibles. Under a non-amortization approach, goodwill and certain intangibles is more than its fair value. Goodwill is the excess of the acquisition costs of the acquired entity over the fair value of the identifiable net assets acquired. The Company is required to test goodwill and intangible assets that are determined to have an indefinite life for impairments at least annually. The provisions of SFAS No. 142 require the completion of an annual impairment test with any impairment recognized in current earnings. The provisions of SFAS No. 141 and SFAS No. 142 may be applicable to any business combination that we may enter into in the future.

~~We do not own any real property. Our business is presently operated from the residence of our President.~~Regulations

We are subject to a limited variety of local, state, and federal regulations. While we believe that our operations are in compliance with all applicable regulations, there can be no assurances that from time to time unintentional violations of such regulations will not occur. We are subject to federal, state and local laws and regulation applied to businesses, such as payroll taxes on the state and federal levels. Our ~~office~~current isbusiness atrequires that we comply with state corporate filings, city or county business license and the ~~following~~necessary ~~address:~~business liability insurance. The requirements of these regulations are minimal and do not cause any undue burden.

Address: 200 Miramar Blvd. NE, St. Petersburg, Florida 33704

Size: 400 square feet

Landlord: Joe Tyszko

Term: As long as needed.

Monthly Rent: $450 on a month to month basis. This property is adequate for our current needs.

~~Item 3.~~Index

~~Legal Proceedings~~Employees

~~From time to time the Company may be a party to litigation matters involving claims against the Company.~~ As of ~~the~~April ~~date~~15, ~~of these financial statements~~2013, ~~management~~we ~~believes~~had ~~that~~one ~~there~~full-time ~~are~~employee: noGuofeng ~~current~~Feng, ~~matters~~our ~~that~~Chief ~~would~~Executive ~~have a material effect on the Company’s financial position or results of operations~~Officer.

Item 41A. Risk Factors

~~Submission~~Our business, as well as our common stock, are highly speculative in nature and involve a high degree of ~~Matters~~risk. Our securities should be purchased only by persons who can afford to alose ~~Vote~~their entire investment. You should carefully consider the risks and uncertainties described below together with all of ~~Security~~the ~~Holders~~other information included herein, including the financial statements and related notes, before deciding to invest in our common stock. If any of the following risks actually occur, they could adversely affect our business, prospects, financial condition and results of operations. In such event(s), the market price of our common stock could decline and you could lose part or all of your investment. Accordingly, prospective investors should carefully consider, along with other matters referred to herein, the following risk factors in evaluating our business before purchasing any of our common stock.

~~None~~Risks Related To the Company

We have had no operating history since the 2012 Sale nor any revenues or earnings from operations and we are insolvent..

We have no assets or financial resources. We will in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in us incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. There is no assurance that we can identify such a business opportunity and consummate such a business combination.

Our auditor’s going concern opinion and the notation in the financial statements indicate that we do not have significant cash or other material assets and that we are relying on advances from stockholders, officers and directors to meet our limited operating expenses. We are insolvent in that we are unable to pay our debts in the ordinary course of business as they become due.

Our proposed plan of operation is speculative.

The success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, there can be no assurance that we will be successful in locating candidates meeting such criteria. In the event we complete a business combination, of which there can be no assurance, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

We face intense competition for business opportunities and combinations.

We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with, and acquisitions of, small private and public entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies that may be our desirable target candidates. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than we have and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete in seeking merger or acquisition candidates with numerous other small public companies.

We have no agreements for a business combination or other transaction and have established no standards for a business combination.

We have no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with, or acquisition of, a private or public entity. There can be no assurance that we will be successful in identifying and evaluating suitable business opportunities or in concluding a business combination. Management has not identified any particular industry or specific business within an industry for our evaluation. There is no assurance that we will be able to negotiate a business combination on terms favorable to us. We have not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which we will require a target business opportunity to have achieved, and without which we would not consider a business combination in any form with such business opportunity. Accordingly, we may enter into a business combination with a business opportunity having no significant operating history, losses, limited potential or no potential for earnings, limited assets, negative net worth or other negative characteristics.

Index

Future success is highly dependent on the ability of management to locate and attract a suitable acquisition.

The nature of our operations is highly speculative and there is a consequent risk of loss of your investment. The success of our plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

Our sole executive, who serves as our Chief Executive Officer and sole director, has a conflict of interest in that he is an employee of other companies which will prevent him from devoting full-time to our operations which may affect our operations..

Guofeng Feng, our Chief Executive Officer and sole director, has a conflict of interest in that he is an employee of other companies. Mr. Feng’s other activities may prevent him from devoting full-time to our operations. This will slow our operations and may reduce our financial results because of the slow-down in operations.

The reporting requirements under federal securities law may delay or prevent us from making certain acquisitions..

Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), require companies subject thereto to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare such statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company. Acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the 1934 Act are applicable.

In addition to the audited financial statements, in the filing of the Form 8-K that we file to report an event that causes us to cease being a shell company, we will be required to include that information that is normally reported by a company in a Form 10. The time and additional costs that may be incurred by some target entities to prepare and disclose such information may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company.

A merger, acquisition, or joint venture would most likely be exclusive, resulting in a lack of diversification.

Management anticipates that it may be able to participate in only one potential business venture because a business partner might require exclusivity. This lack of diversification should be considered a substantial risk to our shareholders because it will not permit us to offset potential losses from one venture against gains from another..

Our present management may not remain after we complete a business combination.

A business combination involving the issuance of our common stock may result in shareholders of a private company obtaining a controlling interest in us. Any such business combination may require our management to sell or transfer all or a portion of our common stock held by them, and/or resign as members of the Board of Directors. The resulting change in our control could result in removal of one or more present officers and directors and a corresponding reduction in or elimination of their participation in our future affairs.

The company may issue more shares in a merger or acquisition, which will result in substantial dilution.

Our Amended and Restated Articles of Incorporation authorizes the issuance of up to 75,000,000 shares of common stock. Any merger or acquisition effected by us may result in the issuance of additional securities without stockholders approval and may result in substantial dilution the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common or preferred stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially and adversely affected.

Index

As a shell company, we face substantial additional adverse business and legal consequences..

We may enter into a business combination with an entity that desires to establish a public trading market for its shares. A business opportunity may attempt to avoid what it deems to be adverse consequences of undertaking its own public offering by seeking a business combination with us. Such consequences may include, but are not limited to, time delays of the registration process, significant expenses to be incurred in such an offering, loss of voting control to public shareholders and the inability or unwillingness to comply with various federal and state laws enacted for the protection of investors.

On June 29, 2005, the SEC adopted final rules amending the Form S-8 and the Form 8-K for shell companies like us. The amendments expand the definition of a shell company to be broader than a company with no or nominal operations/assets or assets consisting of cash and cash equivalents. The amendments prohibit the use of a Form S-8 (a form used by a corporation to register securities issued to an employee, director, officer, consultant or advisor), under certain circumstances, and revise the Form 8-K to require a shell company to include current Form 10 information, including audited financial statements, in the filing on Form 8-K that the shell company files to report the acquisition of the business opportunity. This initial filing must be made within four days of the acquisition. The Form 8-K filing may be reviewed by the SEC and the prospects of certain disclosures or review or the lack of the ability to issue securities using a Form S-8 may delay the consummation of a business combination because of the target entity’s inability to comply with various federal and state laws enacted for the protection of investors or the unwillingness to assume the significant costs of compliance.

The requirement of audited financial statements may disqualify business opportunities..

Our management believes that any potential business opportunity must provide audited financial statements for review, for the protection of all parties to the business combination. One or more attractive business opportunities may choose to forego the possibility of a business combination with us, rather than incur the expenses associated with preparing audited financial statements..

“Penny Stock” regulations may adversely affect your ability to resell your stock in market transactions.

Our common stock may be deemed a “penny stock” (as that term is defined under Rule 3a51-1 of the Exchange Act) in any market that may develop in the future. Generally, a “penny stock” is a common stock that is not listed on a securities exchange and trades for less than $5.00 a share. Prices often are not available to buyers and sellers and the market may be very limited. Penny stocks in start-up companies are among the riskiest equity investments. Broker-dealers who sell penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the SEC. The document provides information about penny stocks and the nature and level of risks involved in investing in the penny stock market. A broker must also provide purchasers with bid and offer quotations and information regarding broker and salesperson compensation and make a written determination that the penny stock is a suitable investment for the purchaser and obtain the purchaser’s written agreement to the purchase. Many brokers choose not to participate in penny stock transactions. Because of the penny stock rules, there may be less trading activity in penny stocks in any market that develops for our common stock in the future and stockholders are likely to have difficulty selling their shares.

We do not anticipate paying cash dividends in the foreseeable future and, as a result, our investors’ sole source of gain, if any, will depend on capital appreciation, if any.

We have never paid cash dividends on our capital stock and we do not anticipate paying any cash dividends in the foreseeable future. You should not invest in us if you require dividend income. Any income from an investment in us would only come from a rise in the market price of our common stock, which is uncertain and unpredictable.

We have paid no cash dividends on our capital stock to date. We currently intend to retain our future earnings, if any, to fund the development and growth of our business and do not foresee payment of a dividend in any upcoming fiscal period. In addition, the terms of existing or any future debt agreements may preclude us from paying dividends. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

We will incur increased costs as a result of being a public company.

As a public company, we will incur significant legal, accounting, reporting and other expenses that we did not incur as a private company, including costs related to compliance with the regulations of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We also expect these new rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, we may experience more difficulty attracting and retaining qualified individuals to serve on our board of directors or as executive officers. We cannot predict or estimate the amount of additional costs we may incur as a result of these requirements or the timing of such costs.

Index

As common shares become eligible for sale, their sales could depress the market price of our stock.

Sales of a significant number of shares of our common stock in the public market following any merger, acquisition or related transaction could harm the market price of our common stock. Moreover, if additional shares of our common stock become available for resale in the public market pursuant to any registration of the sale of the shares, and otherwise, the supply of our common stock may be offered from time to time in the open market for the shares of common stock.

We do not presently have a Chief Financial Officer with U.S. public company experience.

We do not presently have a Chief Financial Officer that is familiar with the accounting and reporting requirements of a U.S. publicly-listed company. No assurances can be given that we will be able to identify or afford the financial requirements of qualified candidates. The position of Chief Financial Officer of a U.S. publicly-listed company is critical to the operations of such a company, and our failure to fill this position in a timely and effective manner will negatively impact our business.

Item 1B.

Unresolved Staff Comments

None.

Item 2.

Properties

Our principal executive offices are located at Room 1701, The One Square, No. 18, Dongyu St., Chengdu 610051, Sichuan, People’s Republic of China.

Item 3.

Legal Proceedings

We have no material proceedings pending nor are we aware of any pending investigation or threatened litigation by any third party.

Item 4.

Mine Safety Disclosures

Not applicable.

Index

PART II

Item 5. Market ~~for~~For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

There is currently no market for our stock. If our stock goes to market, it is expected to trade as “penny stock”.

Penny Stock Considerations

Our shares are "penny stocks", as that term is generally defined in the ~~Securities~~ Exchange Act ~~of 1934~~ to mean equity securities with a price of less than $5.00. Thus, our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination regarding the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $200,000 individually or $300,000 together with his or her spouse, is considered an accredited investor.

In addition, under the penny stock regulations, the broker-dealer is required to:

· Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;

~~Deliver,~~· ~~prior~~Disclose tocommissions ~~any~~payable ~~transaction~~to ~~involving a penny stock, a disclosure schedule prepared by~~ the ~~Securities~~broker-dealer and ~~Exchange~~our ~~Commission~~registered ~~relating~~representatives toand ~~the~~current ~~penny~~bid ~~stock~~and ~~market,~~offer ~~unless~~quotations ~~the~~for ~~broker-dealer or~~ the ~~transaction is otherwise exempt~~securities;

· Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer's account, the account's value, and information regarding the limited market in penny stocks; and

~~Disclose~~· ~~commissions~~Make ~~payable~~a tospecial written determination that the ~~broker-dealer~~penny ~~and~~stock ~~our~~is ~~registered~~a ~~representatives~~suitable ~~and~~investment ~~current~~for ~~bid~~the purchaser and ~~offer~~receive ~~quotations~~the ~~for~~purchaser's written agreement to the ~~securities;~~transaction, prior to conducting any penny stock transaction in the customer's account.

·Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market, and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities. In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities. Our shares in all probability will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities..

~~Send~~Rule monthly statements disclosing recent price information pertaining to the penny stock held in a customer's account, the account's value, and information regarding the limited market in penny stocks; and144

·All of our outstanding common shares were issued in private transactions and not registered with the SEC and, when issued, were deemed restricted securities. Rule 144 promulgated under the Securities Act of 1933, as amended, is the common means for stockholders to resell restricted securities and for affiliates to sell their securities, either restricted on non-restricted (control) shares.

~~Make~~Under Rule 144, an affiliate of a ~~special~~company ~~written~~filing ~~determination~~reports ~~that~~under the ~~penny~~Exchange ~~stock~~Act iswho ahas ~~suitable~~held ~~investment~~their shares for ~~the~~more ~~purchaser~~than ~~and~~six ~~receive~~months, ~~the~~may ~~purchaser's~~sell ~~written~~in ~~agreement~~any tothree-month ~~the~~period ~~transaction,~~an ~~prior~~amount toof ~~conducting~~shares ~~any~~that ~~penny~~does ~~stock~~not ~~transaction~~exceed in the ~~customer's~~greater ~~account.~~of:

~~Because~~· ~~of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our Common Stock, which may affect~~ the ~~ability~~average ofweekly ~~selling~~trading ~~shareholders~~volume ~~or other holders to sell their shares~~ in the ~~secondary~~common ~~market~~stock, ~~and~~as ~~have~~reported ~~the~~through ~~effect of reducing~~ the ~~level~~automated ofquotation ~~trading~~system ~~activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale~~ of ~~our~~a ~~securities.~~registered ~~In addition, the liquidity for our~~ securities ~~may be decreased~~association, ~~with~~during ~~a corresponding decrease in~~ the ~~price~~four ofcalendar ~~our~~weeks ~~securities.~~preceding ~~Our shares in all probability will be subject to~~ such ~~penny stock rules and our shareholders will~~sale, ~~in all likelihood, find it difficult to sell their securities.~~or

~~OTC~~· ~~Bulletin~~1% ~~Board~~of ~~Qualification~~the ~~for~~shares ~~Quotation~~then outstanding.

WeSales ~~intend~~by toaffiliates ~~secure~~under aRule ~~qualification~~144 ~~for~~are ~~our~~also ~~securities~~subject to becertain ~~quoted~~requirements onas to the ~~OTC~~manner ~~Bulletin Board. To have our shares~~ of ~~Common~~sale, ~~Stock~~filing ~~qualified~~appropriate ~~for~~notice ~~quotation~~and on the ~~OTC~~availability ~~Bulletin~~of ~~Board,~~current apublic ~~market~~information ~~maker~~about ~~must~~the ~~file an application on our behalf in order to make a market for our common stock~~issuer.

~~Sales~~A non-affiliate stockholder of ~~our~~a ~~Common~~reporting ~~Stock~~company who has held their shares for more than six months, may make unlimited resales under Rule 144, provided only that the issuer has available current public information about itself. After a one-year holding period, a non-affiliate may make unlimited sales with no other requirements or limitations.

There are 588,000 (14,700,000 pre-reverse split) shares of our common stock held by non-affiliates and 812,000 (20,300,000 pre-reverse split) shares held by affiliates that Rule 144 of the Securities Act of 1933 defines as restricted securities.10

6Index

InAn ~~general,~~important ~~persons~~exception ~~holding~~to ~~restricted securities, including affiliates, must hold their shares for a period of at least six months, may not sell more than one percent of~~ the ~~total~~above ~~issued~~described and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. These restrictions do not apply to non-affiliates after a holding period of one year but continue to apply for affiliates regardless of their holding period. The availability ~~for sale~~ of ~~substantial~~the ~~amounts~~amended ofRule ~~common~~144 ~~stock~~is ~~under~~that Rule 144 ~~could~~is ~~reduce~~not ~~prevailing~~available ~~market prices~~ for ~~our~~either ~~securities.~~a ~~All~~reporting ~~14,700,000~~or ~~shares held by~~ non-~~affiliates~~reporting ~~have~~shell ~~been~~company, ~~held~~unless ~~for~~the ~~at least 6 months.~~company:

has ceased to be a shell company;

is subject to the Exchange Act reporting obligations;

has filed all required Exchange Act reports during the preceding twelve months; and

at least one year has elapsed from the time the company filed with the SEC current Form 10 type information reflecting its status as an entity that is not a shell company.

Following a successful acquisition of an operating business, we intend to file with the SEC a report that will include comprehensive information that reflects that we are no longer a shell company.

We cannot predict the effect any future sales under Rule 144 may have on the market price of our common stock, if a market for our shares develops, but such sales may have a substantial depressing effect on such market price.

Holders

As of ~~the~~May ~~date~~14, ~~of this registration statement~~2013, we had approximately 5076 shareholders of record of our ~~Common~~common ~~Stock~~stock.

Dividends ~~and Distributions~~

We have ~~not~~never ~~declared~~paid ~~any~~ cash dividends on our ~~Common~~common ~~Stock~~stock. We ~~since~~anticipate that any earnings, in the foreseeable future, will be retained for development and expansion of our ~~inception~~business and we do not anticipate paying ~~such~~any further cash dividends in the ~~foreseeable~~near future. Our WeBoard ~~plan~~of toDirectors ~~retain~~has ~~any~~sole ~~future~~discretion ~~earnings~~to ~~for~~pay ~~use~~cash individends ~~our~~with ~~business.~~respect ~~Any decisions as~~ to ~~future~~our ~~payments~~common ofstock ~~dividends~~based ~~will depend~~ on our ~~earnings and~~ financial ~~position~~condition, ~~and~~results ~~such~~of ~~other facts~~operations, ascapital ~~the~~requirements, ~~Board~~contractual ofobligations, ~~Directors~~and ~~deems~~other relevant factors.

~~Reports~~Recent toSales ~~Shareholders~~of Unregistered Securities and Use of Proceeds

WeThere ~~are~~were ~~subject~~no tosales ~~the~~of ~~information~~securities ~~and~~by ~~reporting requirements of~~ the ~~Securities~~Company ~~Exchange~~during ~~Act of 1934 and file periodic reports, proxy statements, and other information with~~ the ~~Securities~~period ~~and~~covered ~~Exchange~~by ~~Commission~~this WeAnnual ~~will~~Report ~~voluntarily~~that ~~send~~have annot ~~annual~~previously ~~report~~been ~~to shareholders containing audited financial statements~~reported.

~~Where~~Purchases ~~You~~of ~~Can~~Equity ~~Find~~Securities ~~Additional~~by ~~Information~~the Issuer

WeThere ~~have~~were ~~filed~~no ~~with~~purchases the Securities and Exchange Commission a registration statement on S-1. The registration statement and exhibits may be inspected, without charge, and copies may be obtained at prescribed rates, at the SEC's Public Reference Room at 100 F St., N.E., Washington, D.C. 20549. The public may obtain information on the operation of ~~the~~equity ~~Public~~securities ~~Reference Room~~ by ~~calling~~ the ~~SEC~~Company atduring ~~1-800-SEC-0330. The registration statement and other information filed with~~ the ~~SEC~~year ~~are~~ended ~~also~~December ~~available~~31, ~~at the web site maintained by the SEC at http://www~~2012.~~sec.gov.~~

Sales of Unregistered Securities

There have been no sales of securities during the year ended December 31, 2011.

Item 6.

Selected Financial Data

Not applicable. ~~We qualify as a smaller reporting company, as defined by Rule 229.10(f)(1), and are not required to provide the information required by this Item~~

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~Management~~The following discussion includes forward-looking statements about our business, financial condition and results of operations, including discussions about management’s ~~Discussion~~expectations for our business. These statements represent projections, beliefs and ~~Analysis~~expectations based on current circumstances and conditions and in light of ~~Financial~~recent ~~Condition~~events and ~~Results~~trends, and you should not construe these statements either as assurances of ~~Operation~~performance or as promises of a given course of action. Instead, various known and unknown factors are likely to cause our actual performance and management’s actions to vary, and the results of these variances may be both material and adverse. A description of material factors known to us that may cause our results to vary, or may cause management to deviate from its current plans and expectations, is set forth under “Risk Factors.” See “Cautionary Note Regarding Forward-Looking Statements.” The following discussion should also be read in conjunction with our audited and unaudited consolidated financial statements, including the notes thereto, and unaudited pro forma combined financial statements appearing elsewhere in this Annual Report.

~~The~~Our ~~following~~Business discussion of our results of operations, financial condition and capital resources and liquidity should be read in conjunction with our Financial Statements and the related notes, all included elsewhere in this Form 10-K.Overview

~~Forward-Looking~~RJS ~~Statements~~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 had maintained low operational expenditures as a result of the market crash in 2008 and 2009.

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this registration statement. This registration statement contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Certain statements contained in this discussion, including, without limitation, statements containing the words "believes", "anticipates," "expects" and the like, constitute "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 (the “Exchange Act”). However, as we will issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act; we are ineligible to rely on these safe harbor provisions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained herein to reflect future events or developments.11

7Index

Summary

RJS Development specializes in commercial real estate development and leasing. Our business, financial condition and results of operations have improved over 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.

~~Our~~As ~~expenses consist~~ of ~~minimal~~March rent for office space and professional fees to keep the company active. We do not own any property and have a minimal amount of equipment. RJS currently requires minimum office space. In light of past economic circumstances31, ~~during 2009~~2012, ~~we moved~~ the ~~operations~~leasing ~~from~~business ~~rented~~was ~~space~~distributed out to ~~the personal residence of~~ our ~~president,~~former ~~Joseph~~main ~~Tyszko, at 200 Miramar Blvd~~stockholder. The NEassets, Stliabilities ~~Petersburg, FL 33704. We are reimbursing his expenses on a month-to-month basis. We intend to locate~~ and ~~secure~~results aof ~~separate~~operations ~~office~~of ~~location for~~ the ~~Company~~leasing asbusiness ~~economic~~are ~~circumstances~~presented ~~will~~as ~~allow~~discontinued ~~in the future~~operations.

WeThe ~~have~~results noof ~~long-term~~operations ~~commitments~~are inbased ~~the~~on ~~form~~preparation of ~~leases~~financial orstatements ~~loans~~in conformity with accounting principles generally accepted in the United States. ~~Additional~~The ~~working~~preparation ~~capital,~~of ~~when~~financial ~~necessary,~~statements ~~has~~requires ~~been~~management ~~provided~~to byselect ~~our~~accounting ~~majority~~policies ~~shareholder~~for critical accounting areas as well as estimates and assumptions that affect the amounts reported in the ~~form~~financial ofstatements. The ~~short-term~~Company’s ~~revolving~~accounting ~~loans~~policies ~~from~~are ~~shareholder~~more fully described in the Notes to Financial Statements.

~~RJS~~Results ~~has been doing business under their current name since May 2003 when the corporation was formed. On August 23, 2006 Amended and Restated Articles~~ of ~~Incorporation~~Operations ~~were~~– ~~filed~~Continuing ~~with the Florida Department of State changing the par value of our stock from no par value to a par value of $.01 and the total authorized capital stock to 75,000,000 common shares.~~ Operations

WeOperating doexpenses ~~not~~were ~~have~~$69,960 ~~any~~and ~~off~~$21,169 for the years ended December 31, 2012 and 2011, respectively. The increase was due to legal fees for the reverse stock split, post-~~balance-sheet~~effective ~~arrangements~~amendment and the sale of the shares of the President and CEO, Joe Tyszko and stock based compensation in the amount of $20,000.

~~Results~~Liquidity of& ~~Operations~~Capital Resources

At December 31, 2012, the operations of the Company had been discontinued. All assets and liabilities of the leasing business were distributed out to the former main stockholder. The ~~year~~Company ~~ended~~had ~~December~~cash of $0, working capital deficit of $31,042, ~~2011and~~an ~~2010~~accumulated deficit of $51,392 and stockholder deficit of $31,042.

~~The~~For ~~following~~the ~~summary~~years ~~data~~ended isDecember ~~presented~~31, ~~for~~2012, net cash used by operating activities was $31,042. During the ~~year~~years ended December 31, ~~2011~~2012, there were no cash flows from investing activities and ~~2010:~~$31,042 of cash flows from financing activities, resulting from advances from a current stockholder.

For the Years Ended December 31,	2011		2010		% change
Revenues: easing and management fees	$	104,047	$	42,713	144%
Direct costs		-		-
Gross Margin		104,047		42,713	144%
Operating expenses:		72,361		30,210	140%
Net income	$	31,686	$	12,503	152%

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 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.

~~Revenues~~Critical Accounting Policies and Estimates

~~For~~The ~~the~~policies ~~years~~discussed ~~ended~~below ~~December~~are ~~31,~~considered ~~2011~~by ~~and~~our ~~2010,~~management ~~revenues~~to ~~were~~be ~~$104,047~~critical ~~and~~to ~~$42~~an understanding of our financial statements because their application places the most significant demands on our management’s judgment,~~713,~~ ~~respectively. The~~with ~~increase~~financial inreporting ~~revenue~~results ~~was~~relying ~~due~~on toour estimation about the ~~addition~~effect of ~~leasing~~matters ~~commissions~~that inare ~~2011~~inherently uncertain. We ~~continue~~Specific torisks ~~have~~for ~~one~~these critical accounting policies are described below. For these policies, our management ~~contract~~cautions inthat ~~effect~~future events rarely develop as forecasted, and that best estimates may routinely require adjustment.

~~Operating~~The ~~Expenses~~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.

~~Operating~~The ~~expenses~~preparation ~~were~~of ~~incurred~~financial statements in ~~the~~conformity ~~amount~~with ofaccounting ~~$72,361~~principles ~~for~~generally accepted in the ~~year~~United ~~ended~~States ~~December~~requires ~~31,~~management ~~2011~~to make judgments and estimates. On an ongoing basis, ~~compared~~we toevaluate ~~$30~~our estimates,~~210~~ the most significant of which include establishing allowances for doubtful accounts and determining the ~~comparative~~recoverability ~~year~~of ~~ended~~our ~~December~~long-lived ~~31,~~tangible ~~2010~~and intangible assets. The ~~change~~basis ~~was~~for ~~due~~our toestimates anare ~~increase~~historical inexperience ~~general~~ and ~~administrative~~various ~~expenses~~assumptions ~~due~~that are believed to ~~legal~~be ~~fees~~reasonable ~~and~~under ~~transfer~~the ~~agent~~circumstances, ~~fees~~given ~~for~~the available information at the ~~211~~time ~~process~~of inthe ~~obtaining~~estimate, ~~our~~the ~~trading~~results ~~symbol~~of ~~and~~which ~~commission~~form the basis for making judgments about the carrying values of assets and ~~consulting~~liabilities ~~expenses~~that are not readily available from other sources. Actual results may differ from the amounts estimated and recorded in our financial statements.

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

~~The Company recorded net income for the year ended December 31, 2011 in the amount of $31,686 compared to net income of $~~12~~,503 for the year ended December 31, 2010. The change in the year earnings is primarily related to the increase in revenues.~~

8Index

~~Liquidity~~Basis of Presentation. The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principles require management to make estimates and ~~Capital~~assumptions ~~Resources~~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.

AtFair ~~December~~Value ~~31,~~Instruments. The ~~2011,~~Company’s webalance ~~had~~sheets include the following financial instruments: cash, assets and liabilities of $1discontinued operations,~~455,~~ ~~working~~and ~~capital~~notes payable to shareholder. The carrying amounts of ~~$12,600,~~current anassets ~~accumulated~~and ~~surplus~~current liabilities approximate their fair value because of ~~$12,433~~the relatively short period of time between the origination of these instruments and ~~shareholder~~their ~~surplus~~expected realization. The carrying value of ~~$12,783~~the loan from stockholder approximates fair value based on borrowing rates currently available to the Company for instruments with similar terms and remaining maturities.

~~For~~Income Taxes. The Company accounts for income taxes under FASB Codification Topic 740 which requires use of the ~~year~~liability ~~ended~~method. Topic ~~December~~740 ~~31,~~provides ~~2011,~~that ~~net~~deferred ~~cash~~tax ~~provided~~assets byand ~~operating~~liabilities ~~activities~~are ~~was~~recorded ~~$8,967~~based ~~primarily~~on ~~due~~the todifferences ~~our~~between ~~increase~~the intax ~~income~~bases of ~~$31~~assets and liabilities and their carrying amounts for financial reporting purpose,~~686~~ referred to as temporary differences. ~~During~~ Deferred tax assets and liabilities at the ~~year~~end ~~ended~~of ~~December~~each ~~31,~~period ~~2011we~~are ~~had~~determined nousing ~~investing~~the ~~activities~~currently ~~and~~enacted ~~used~~tax ~~$7,724~~rates applied to taxable income in ~~operating~~the ~~activities~~periods asin ~~funds~~which ~~were~~the ~~used~~deferred totax ~~pay~~assets ~~down~~and ~~previous~~liabilities ~~advances~~are ~~from~~expected ~~our~~to ~~majority~~be ~~shareholder~~settled or realized. A valuation allowance may be applied against the net deferred tax due to the uncertainty of its ultimate realization.

We anticipate that our future liquidity requirements will arise from the need to fund our growth from operations, pay current debt obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from 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.

The commercial real estate development market trend has seen signs of stabilization but there still remains a lot of uncertainty as companies in general are still not hiring at a pace to sustain a healthy growth in GDP (Gross Domestic Product) and only select retailers are expanding which limits our ability to develop shopping centers and lease space in existing shopping centers.

Our internal liquidity is provided by our operations. The Company is dependent on additional funding to continue business. The Company will seek capital investment, through private placement of its common stock or through debt arrangement. The Company has historically received temporary debt arrangements from its majority shareholder to bridge temporary cash needs, however the majority shareholder has no obligation to continue this arrangement.

Although we are seeking to expand our services, the uncertain economy could have a material adverse effect on such plans. While we have seen improvement in the business economy, we cannot be assured that continued recovery will occur.

At December 31, 20101 the Company had minimal cash to meet current obligations. The Company may rely upon the issuance of common stock and additional capital contributions from shareholders to fund any operating shortfall.

Off-Balance Sheet Arrangements

~~There~~We ~~are~~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.

~~Significant~~Reclassification ~~Accounting~~of ~~Policies~~Discontinued ~~and Recent Accounting Developments~~Operations

~~The~~In ~~Company~~accordance ~~follows~~with ~~SFAS~~the ~~No. 128,~~rules ~~“Earnings~~regarding ~~Per Share.” Basic earnings per share calculations are determined by dividing net income by~~ the ~~weighted~~presentation ~~average number~~ of ~~shares~~discontinued ~~outstanding~~operations ~~during~~ the ~~year.~~assets, ~~Diluted~~liabilities ~~earnings~~and ~~per~~activity ~~share~~of ~~calculations are determined by dividing net income by~~ the ~~weighted~~leasing ~~average~~business ~~number~~have ofbeen ~~shares.~~reclassified ~~There~~as ~~are~~a nodiscontinued ~~share~~operation ~~equivalents~~for ~~and,~~all ~~thus,~~periods ~~anti-dilution issues are not applicable~~presented.

Item 87A. Quantitative and Qualitative Disclosures About Market Risk

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

~~The information required by~~ Item 8. ~~and~~Financial anStatements ~~index~~and ~~thereto~~Supplementary ~~commences on page F-1~~ Data

The financial statements and supplementary data of RJS Development, Inc. required by this Item 9are described in Item 15 of this Annual Report on Form 10-K and are presented beginning on page F-1.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

~~There~~In ~~were~~connection nowith ~~changes~~a inmerger of Peter Messineo, orCPA, ~~disagreements~~of Palm Harbor, Florida (“PM”), our former independent registered public accounting firm, with ~~accountants~~Drake and Klein CPAs PA, the resulting combined firm of Drake Klein Messineo, CPAs PA of Clearwater, Florida (“DKM”) became our independent registered public accounting firm. On February 5, 2013, we filed a Current Report on Form 8-K with the SEC disclosing the change in our independent registered public accounting orfirm. Required ~~financial~~disclosures ~~disclosure~~n such Current Report on Form 8-K relating to our dismissal of PM as ~~defined~~required byunder Item ~~304~~ 4.01, including a letter from DKM, as the successor to PM, to the SEC relating to such dismissal, is incorporated herein by reference. The decision to appoint DKM was recommended, and subsequently approved, by our board of ~~Regulation S-K~~directors.

Item 9A.

Controls and Procedures

Management’s Annual Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

Our principal executive officer and principal financial officer (one person) has assessed the effectiveness of our internal control over financial reporting as of December 31, 2011, following the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework. Based on our assessment under the framework in Internal Control - Integrated Framework, our management, including our Board of Directors and principal financial and executive officer has concluded that our internal control over financial reporting was not effective as of December 31, 2011.

Evaluation of Disclosure Controls and Procedures

~~Our~~ We ~~principal~~carried ~~executive~~out ~~officer~~an evaluation, under the supervision and ~~principal~~with ~~financial~~the ~~officer~~participation ~~(one~~of ~~person)~~our ~~has~~sole ~~reviewed~~executive officer, of the effectiveness of our "disclosure controls and procedures" (as defined in ~~the Securities~~ Exchange Act ~~of 1934~~ Rules 13a-1415(ce) and 15d-1415(ce)). Based upon that evaluation, our Chief Executive Officer and principal financial officer (one person) concluded that, as of the end of the period covered byin this report, ~~and~~our ~~has concluded that the~~ disclosure controls and procedures ~~are~~were not effective to ensure that ~~material~~ information ~~relating~~required to be disclosed in reports filed under the ~~Company~~Exchange Act is recorded, processed, summarized, and reported inwithin athe ~~timely~~required ~~manner.~~time ~~There~~periods ~~were~~and nois ~~significant~~accumulated ~~changes~~and incommunicated to our ~~internal~~former ~~controls~~management, orincluding inour ~~other~~former ~~factors~~principal ~~that~~executive ~~could~~officer, ~~significantly~~as ~~affect~~appropriate ~~these controls subsequent~~ to ~~the~~allow ~~last~~timely ~~day~~decisions ~~they~~regarding ~~were~~required ~~evaluated by our principal executive officer and principal financial officer~~disclosure.

~~Changes in Internal Control over Financial Reporting~~ 13

There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Index

Our former management, including our sole executive officer, does not expect that our disclosure controls and procedures or our internal controls on financial reporting are sufficiently designed to prevent the possible occurring of intentional or unintentional errors in our financial statements. Our sole executive officer attributed our material weakness to the fact that we had one employee and no operations. Any control system, no matter how well conceived or 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 benefits of controls must be considered relative to their costs. Due to 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, have been detected. To address the material weaknesses, our management performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, our management believed that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed 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. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on its evaluation, our management concluded that there is a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. Our President does not possess accounting expertise and our company does not have an audit committee. This weakness is due to the company’s lack of working capital to hire additional staff. To remedy this material weakness, management is attempting to correct this weakness by merging with a suitable candidate.

As of December 31, 2012, we did not maintain effective controls over the control environment. Specifically, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 207(d)(5)(ii) of Regulation S-B. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to the attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

Change In Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the twelve months ended December 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.

Other Information

None.

Index

PART III

Item 10. Directors, Executive Officers, and Corporate Governance. of the Registrant

The board of directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director shall be elected for the term of one year, and until his successor is elected and qualified, or until his earlier resignation or removal. Our directors and executive officer is as follows:Management

Name	Age	Position
Joe Tyszko (1)	42	President, Secretary and Chairman of the Board
Valerie Tyszko (2)	40	Treasurer and Director

The following table sets forth the name, age, and position of our directors and officers as of the date of this prospectus. The board of directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director shall be elected for the term of one year, and until his successor is elected and qualified, or until his earlier resignation or removal. Our sole director and executive officer is as follows:

(1)

Name	Age	Position
Guofeng Feng	40	Chief Executive Officer and Director

Guofeng Feng. ~~This~~Mr. isFeng has served as the ~~first~~Chief ~~Directorship~~Executive Officer of the Company since April 23, 2012, and as a ~~reporting~~director of the Company since May 3, 2012. Mr. Feng has been the Vice Manager of Shanghai Andu Investment Group, an investment company based in Shanghai, China, since 2006. In his career, Mr. Feng has held byother high-level marketing, development and management positions at various Chinese companies. Mr. ~~Tyszko~~Feng received a Masters degree in from the University of Dortmund (Germany) and his Bachelors degree from Shanghai Jiao Tong University (China). The Company believes that Mr. Feng brings to the board of directors his substantial experience in business development and management.

Section 16(2a) Beneficial Ownership Reporting Compliance

~~This~~Section is16(a) of the ~~first~~Exchange ~~Directorship~~Act requires our directors and officers, and persons who beneficially own more than ten percent (10%) of aour ~~reporting~~common ~~company~~stock ~~held~~(collectively, “Reporting Persons”) to file reports with the SEC of beneficial ownership and reports of changes in beneficial ownership of our common stock on Forms 3, 4 and 5. Reporting Persons are required by ~~Mrs~~applicable SEC rules to furnish us with copies of all such forms filed with the SEC pursuant to Section 16(a) of the Exchange Act. ~~Tyszko~~To our knowledge, based solely on our review of the copies of the Forms 3, 4 and 5 received by us during the fiscal year ended December 31, 2012 and written representations that no other reports were required, we believe that all reports required to be filed by such persons with respect to the Company’s fiscal year ended December 31, 2012 were timely filed.

~~Background~~Code of ~~Executive Officers and Director~~Ethics

~~Originally~~We ~~from~~have ~~Dunkirk,~~adopted ~~New~~a ~~York,~~code ~~Joe~~of ~~Tyszko~~ethics ~~attended~~as ~~college~~of atSeptember ~~Clarion~~2007 ~~University~~that inapplies ~~Pennsylvania. Graduating Magna Cum Laude, he went~~ to ~~work~~our ~~for~~principal ~~Ernst~~executive ~~& Young~~officer, aprincipal ~~“Big~~financial 6”officer ~~public~~and principal accounting ~~firm~~officer ~~(at~~as ~~the~~well ~~time)~~as inour ~~Pittsburgh, PA from 1991 until 1993~~employees. Our Hestandards ~~moved~~are ~~to Saint Petersburg, Florida~~ in ~~1993~~writing and ~~started~~will ~~his~~be ~~real~~posted ~~estate~~on ~~career~~our ~~with~~website aonce ~~full~~our ~~service~~site ~~development~~is ~~company named Paragon Group~~operational. Our ~~Mr.~~complete ~~Tyszko~~Code ~~did~~of ~~management,~~Ethics ~~accounting~~has ~~and~~been ~~retail~~attached ~~leasing~~to ~~for~~this ~~Paragon~~registration ~~during~~statement ~~his~~as ~~first~~an ~~year earning “Employee of the Year”~~exhibit. Our ~~After~~annual ~~two~~report ~~years~~filed atwith ~~Paragon,~~the heSEC ~~moved~~will toset aforth ~~smaller~~the ~~firm,~~manner ~~Merin~~in ~~Summa Codmin,~~ which ~~focused on leasing~~ a ~~variety~~copy of ~~shopping~~our ~~centers~~code ~~throughout~~may ~~west~~be ~~central~~requested ~~Florida.~~at ~~During~~no ~~the next two years, Mr~~charge. The ~~Tyszko~~following ~~became~~is ~~experienced in the retail leasing business through~~ a ~~variety~~summation of ~~projects~~the inkey ~~different~~points ~~markets~~of ~~throughout~~the ~~West~~Code ~~Central~~of ~~Florida.~~Ethics we adopted:

~~Mr.~~· ~~Tyszko~~Honest ~~was~~and ~~then~~ethical ~~recruited by Trammel Crow~~conduct, aincluding ~~major~~ethical ~~development~~handling ~~and~~of ~~leasing~~actual ~~company.~~or ~~Mr.~~apparent ~~Tyszko~~conflicts ~~was responsible for leasing over one million square feet~~ of ~~retail~~interest ~~properties~~between ~~owned~~personal and ~~managed~~professional by Trammel Crow. Mr. Tyszko gained extensive experience in this endeavor by reporting to major clients like GE Capital, Aetna Insurance Company, GE Investments and other public and private equity firms. relationships;

~~Mr.~~· ~~Tyszko~~Full, ~~then~~fair, ~~became self-employed with the incorporation of RJS Development~~accurate, ~~Inc. after compiling excellent experience while working for these three commercial real estate companies. From that point on~~timely, heand ~~was~~understandable ~~involved~~disclosure inreports ~~over two dozen developments ranging from acquisition~~ and ~~dispositions~~documents ofthat ~~tracts~~a ofsmall ~~land~~business ~~and~~issuer tofiles ~~national~~with, ~~regional~~or ~~and~~submits ~~local tenants~~to, tothe ~~building~~SEC ~~or selling over twenty (20) retail~~ and ~~office~~in ~~developments.~~other ~~Since~~public ~~2001,~~communications ~~Mr.~~made ~~Tyszko’s~~by ~~primary~~our ~~core business has been retail developments which are his primary expertise but he has also developed or sold office and industrial facilities.~~ Company;

10· Full compliance with applicable government laws, rules and regulations;

~~Valerie~~· ~~Tyszko~~The ~~has~~prompt ~~served~~internal asreporting ~~our~~of ~~Treasurer~~violations ~~and~~of asthe acode ~~Director since 2006. Originally from Montreal, Canada, Mrs. Tyszko relocated~~ to ~~Florida in August 1992. She began her career in real estate while working for Archstone Communities from 1994 to 2000. Archstone Communities is~~ an ~~apartment~~appropriate ~~company~~person ~~that~~or ~~both~~persons ~~owns~~identified ~~and manages upscale luxury apartment communities across the United States and Europe. Mrs. Tyszko held two positions while with Archstone Communities~~ in ~~both~~ the ~~corporate~~code; ~~office as well as a property manager affording her both the experience~~ and ~~knowledge regarding the day-to-day operations of residential commercial real estate.~~

~~She~~· ~~then~~Accountability ~~joined~~for AGadherence ~~Armstrong~~to ~~Development, LLC in 2000 until 2003 as a commercial leasing agent after spearheading~~ the ~~design and development of its first apartment community, Tall Timbers~~code. ~~As a leasing agent, she was directly responsible for the lease up of newly constructed Publix supermarket anchored shopping centers.~~

~~Mrs.~~Committees ~~Tyszko~~of ~~joined~~the RJBoard ~~King~~of & Associates Commercial Real Estate Company, a full service brokerage firm, from 2003 to 2006, where she represented developers and owners in transactions such as leasing, sales and property management.Directors

~~Upon~~Our ~~joining~~board ~~RJS~~of ~~Development,~~directors ~~Inc.~~performs ~~she~~the ~~resigned~~functions ~~her~~of ~~position~~the ataudit RJcommittee. ~~King~~We &do ~~Associates~~not inhave ~~order~~a toqualified ~~assist~~financial ~~her~~expert ~~husband~~at ~~Joe~~this ~~Tyszko~~time ~~and~~because ~~their~~we ~~company~~have ~~with~~not ~~the~~been ~~marketing~~able ~~and~~to ~~development~~hire ofa ~~numerous~~qualified ~~shopping centers~~candidate. AsFurther, ~~Vice~~we ~~President,~~believe ~~she~~that iswe ~~responsible~~have ~~for~~inadequate ~~not~~financial ~~only~~resources ~~site~~at ~~acquisitions,~~this ~~marketing~~time ~~and~~to ~~leasing~~hire ofsuch ~~RJS~~an ~~Development~~expert. ~~projects,~~We ~~but~~intend ~~also~~to continue to search for ~~the~~a ~~corporate~~qualified ~~administration.~~individual for hire.

~~Family~~Due ~~Relationships~~to our small size and limited operations to date, we do not presently have a nominating committee or other committee performing similar functions. We have not adopted any procedures by which security holders may recommend nominees to our board, and we do not have a diversity policy.

~~The officers are husband and wife.~~15

~~Legal Proceedings~~Index

NoCompensation ~~officer, director, promoter or significant employee has been involved in the last ten years in any~~ of ~~the following:~~Directors

·We have not established a policy to provide compensation to our directors for their services in such capacity. Our board will consider developing such a policy in the future.

~~Any~~Item ~~conviction~~11. inExecutive ~~a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);~~Compensation

·The following table sets forth all cash compensation paid by the Company for the fiscal years 2011 and 2012. The table below sets forth the positions and compensation for each officer and director of the Company.

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 involvement in any type of business, securities or banking activities; and

SUMMARY COMPENSATION TABLE
Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	Stock Awards ($) (1)	Option Awards ($) (1)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Guofeng Feng, Chief Executive Officer and Director (2)	2012	--	--	--	--	--	--	--	--
Guofeng Feng, Chief Executive Officer and Director (2)	2011	--	--	--	--	--	--	--	--
Joe Tyszko, former President, Secretary and Chairman of the Board (3)	2012	--	--	$20,000	--	--	--	--	$20,000
	2011	--	--	--	--	--	--	--	--
Valerie Tyszko, former Treasurer and Director (3)	2012	--	--	--	--	--	--	--	--
	2011	--	--	--	--	--	--	--	--
	2011	--	--	--	--	--	--	--	--

·(1) Amounts reflect the aggregate grant date fair value of stock awards computed in accordance with FASB ASC 718 and are not necessarily an indication of which named executive officers received the most gains from previously granted equity awards.

~~Being found by a court of competent jurisdiction~~ (~~in a civil action~~2), Mr. ~~the~~Feng ~~Commission~~was orappointed ~~the~~as ~~Commodity~~our ~~Futures~~Chief ~~Trading~~Executive ~~Commission~~Officer toeffective ~~have~~as ~~violated~~of aApril ~~federal~~23, or2012 ~~state~~and ~~securities~~elected oras ~~commodities~~our ~~law,~~sole ~~and~~director ~~the~~effective ~~judgment~~as ~~has~~of ~~not~~May ~~been reversed~~3, ~~suspended, or vacated~~2012.

~~Director~~(3) Prior ~~Compensation~~to April 23, 2012, Joe Tyszko served as the President and Secretary of the Company and Valerie Tyszko served as the Treasurer and as a director of the Company. Prior to May 3, 2012, Mr. Tyszko also served as the Chairman of the Board of Directors of the Company.

Name	Year ended December 31, 2011	Fees earned or paid in x ($)	Stock awards ($)	Option awards ($)	Non-equity incentive plan compensation ($)	Nonqualified deferred compensation earnings ($)	All other compensation ($)	Total ($)
Joe Tyszko,	0	0	0	0	0	0	0	0
Valerie Tyszko	0	0	0	0	0	0	0	0

Employment Agreements

~~The~~We ~~Company~~do ~~has~~ not: have any employment agreements.

·Compensation Committee

~~established~~Due ~~its~~to ~~own~~our ~~definition~~small ~~for~~size ~~determining~~and ~~whether~~limited ~~its~~operations ~~directors~~to ~~and~~date, ~~nominees~~we ~~for~~do ~~directors~~not ~~are~~presently ~~“independent”~~have ~~nor~~a ~~has~~compensation itcommittee ~~adopted~~or ~~any~~ other ~~standard~~committee ofperforming ~~independence~~similar ~~employed~~functions. byWe ~~any~~have ~~national~~not ~~securities~~adopted ~~exchange~~any orprocesses ~~inter-dealer~~and ~~quotation~~procedures ~~system,~~for ~~though~~the ~~our~~consideration ~~current~~and ~~director~~determination ~~would~~of ~~not~~executive beand ~~deemed~~director tocompensation.by bewhich ~~“independent”~~security ~~under~~holders ~~any~~may ~~applicable~~recommend ~~definition~~nominees ~~given~~to ~~that~~our heboard, isand anwe ~~officer~~do ofnot ~~the~~have ~~Company;~~a ~~nor~~diversity policy.

·Compensation Committee Interlocks and Insider Participation

~~established~~We ~~any~~do ~~committees~~not have a compensation committee or a committee performing similar functions. All compensation matters are determined by our board of ~~the~~directors. We plan to have a compensation committee when we elect additional independent persons to our board of directors.

Given the nature of the Company’s business, its limited stockholder base and the current composition of management, the board of directors does not believe that the Company requires any corporate governance committees at this time. 16

~~Committees~~Index

WeItem ~~have no standing or nominating committees of the Board of Directors or committees performing similar functions~~12. ~~Except~~Security ~~that~~Ownership as of ~~the~~Certain ~~date~~Beneficial ~~hereof,~~Owners ~~the~~and ~~entire~~Management ~~board~~and ~~serves~~Related asStockholder ~~the Company’s audit committee.~~Matters

11The following table sets forth certain information regarding the beneficial ownership of our common stock as of the date hereof, by (i) each person known by us to be the beneficial owner of 5% or more of the outstanding common stock, (ii) each executive officer and director of the Company, (iii) all of our executive officers and directors as a group, and (iv) the selling stockholders. Unless otherwise indicated, the address of each of the persons listed below is Room 1701, The One Square, No. 18, Dongyu St., Chengdu 610051, Sichuan, People’s Republic of China.

~~Item~~The 11amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities.

Executive Compensation.

	Shares Beneficially Owned
Name of Beneficial Owner	Shares (1)			Percent (2)

Guofeng Feng, Chief Executive Officer and Director		360,000	(3)		6.0	%
All directors and executive officers as a group		360,000			6.0	%


Ho Yin Donal Tung (4)		630,000			10.5	%
Jinhua Zhou (5)		570,000			9.5	%
Anke Feng (6)		360,000			6.0	%

~~Currently,~~* weLess ~~have~~than no1%, ~~employment~~unless ~~agreements~~otherwise ~~with any of our Directors or Officers~~specified. ~~All of our officers are unpaid. Compensation for the future will be determined when and if additional funding is obtained.~~

~~Summary~~(1) ~~Compensation~~Under ~~Table~~Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. Subject to applicable community property laws, we believe that all persons listed have sole voting and investment power with respect to their shares unless otherwise indicated.

~~The~~(2) ~~table~~Percentages ~~below~~are ~~summarizes~~based ~~all~~on ~~compensation~~6,000,000 ~~awarded~~shares ~~to,~~of ~~earned~~common ~~by,~~stock orissued ~~paid~~and tooutstanding ~~our~~as ~~Principal~~of ~~Executive~~May ~~Officer~~14, 2013.

Name	Title	Year	Commission		Bonus		Stock awards	Option * awards	Non equity Incentive plan compen- sation		Non qualified deferred compensation		All other Compensation		Total
Joe Tyszko	President	2011	$	0		0				0		0		0	$	0
		2010	$	0		0				0		0		0	$	0
Valerie Tyszko	Treasurer	2011		0		0				0		0		0	$	0
		2010		0		0				0		0		0	$	0

(3)

Includes 360,000 shares of common stock held by Anke Feng, Mr. Feng’s wife. Mr. Feng disclaims beneficial ownership of such shares. Mr. Feng is the Chief Executive Officer and sole director of the Company. See footnote (6) below.

~~Summary~~(4) ~~Equity~~As ~~Awards~~reported ~~Table~~on the beneficial owner's Schedule 13D, filed with the SEC on April 27, 2012.

~~The~~(5) ~~following~~As ~~table~~reported ~~sets~~on ~~forth~~the ~~certain~~beneficial ~~information~~owner's ~~for~~Schedule ~~our executive officers concerning unexercised options~~13D, ~~stock~~filed ~~that~~with ~~has~~the ~~not~~SEC ~~vested,~~on ~~and~~April ~~equity incentive plan awards as of December 31~~26, ~~2011~~2012.

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested	Equity Incentive Plan Awards: Number Of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
Joe Tyszko		0		0		0	$	0	None		0	$0		0	$0
Valerie Tyszko		0		0		0	$	0	None		0	$0		0	$0

(6)

As reported on the beneficial owner's Schedule 13D, filed with the SEC on April 27, 2012.

~~Narrative~~Item ~~disclosure~~13. toCertain ~~summary~~Relationships ~~compensation~~ and ~~option~~Related ~~tables~~Transactions

AtRelated ~~no time during the last fiscal year with respect to any person listed in the Table above was there:~~Transactions

·On March 20, 2012 the Board of Directors approved the issuance to Joe Tyszko, our former President, Secretary and Chairman of the Board of Directors, of 4,600,000 shares (valued at $20,000) for services which increased the shares then outstanding to 6,000,000 as of the March 31, 2012.

anIn ~~outstanding~~March ~~option~~2012, oras ~~other~~a ~~equity-based~~condition ~~award~~to ~~re-priced~~the orconsummation ~~otherwise~~of ~~materially~~the ~~modified~~2012 ~~(such~~Sale, asmanagement bydecided ~~extension~~to ofdiscontinue ~~exercise~~the ~~periods~~leasing operations and distribute all leasing assets, ~~the~~liabilities ~~change~~and operations to Mr. Tyszko, our former President, Secretary and Chairman of ~~vesting~~the orBoard ~~forfeiture~~of ~~conditions~~Directors and, at the ~~change~~time, orthe ~~elimination~~holder of, ~~applicable~~5,951,544 ~~performance~~shares ~~criteria~~of common stock, or ~~the~~99.2% ~~change~~ of ~~the~~our ~~bases~~then ~~upon~~issued ~~which~~and ~~returns~~outstanding ~~are~~common ~~determined;~~stock. The distribution was effective as of March 31, 2012.

·17

~~any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts;~~Index

·On April 23, 2012, we entered into the SPA with Yong Li, as the Agent for the Buyers and Mr. Tyszko, our former President, Secretary and Chairman of the Board of Directors. The 2012 Sale occurred simultaneously with the parties’ entry into the SPA. Pursuant to the SPA, Mr. Tyszko 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, constituting approximately 99.2% of the issued and outstanding common stock, for an aggregate purchase price of $285,000. One of the Buyers in the 2012 Sale was Anke Feng, the wife of Mr. Feng, our current Chief Executive Officer and sole director. In the 2012 Sale, Ms. Feng purchased 360,000 shares of our common stock from Mr. Tyszko. The portion of the $285,000 aggregate purchase price applicable to Ms. Feng’s purchase of the 360,000 shares was approximately $17,239.

~~any~~Director ~~option or equity grant;~~Independence

·Our securities are not listed on a national securities exchange or on any inter-dealer quotation system which has a requirement that a majority of directors be independent. We consider directors to be independent if he or she is not also an executive officer or employee of the Company. We do not presently have any independent directors under our existing policy. Our sole director is our Chief Executive Officer, Guofeng Feng.

~~any~~Item ~~non-equity~~14. ~~incentive~~Principal ~~plan~~Accountant ~~award~~Fees ~~made~~and ~~to a named executive officer; or~~Services

any nonqualified deferred compensation plans including nonqualified defined contribution plans.

Item 13.

Certain Relationships, Related Transactions and Director Independence

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the “Commission”). Officers, directors and greater than ten percent stockholders are required by the Commission's regulations to furnish us with copies of all Section 16(a) forms they file. None of our officers, directors or 10% or greater stockholders filed any forms to the best of our knowledge.

Board Members Who Are Deemed Independent

None

Item 14.

Principal Accountant Fees and Services

The financial statements of RJS Development, Inc. as of, and for the years ended, December 31, 2011 and 2010, appearing in this Form 10-K, were audited by Peter Messineo, CPA. an independent registered public accounting firm, as stated in their report thereon, and are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

Audit Fees

~~The~~Fees ~~aggregate~~for ~~fees~~audit services billed ~~for~~in ~~professional~~fiscal ~~services~~2012 ~~rendered~~and by2011 ~~Peter~~were ~~Messineo~~$6,800 ~~CPA.~~and ~~for~~$3,550, ~~the~~respectively ~~2011~~ and ~~2010~~consist of the annual audit of ~~our~~the ~~annual~~Company's consolidated financial statements and ~~the~~interim reviews of the ~~financial statements included in our~~ quarterly ~~reports~~consolidated onfinancial ~~Form 10-Q for fiscal years 2011 and 2010 were $3,550 and $3,800, respectively~~statements.

Audit-Related Fees

There were no ~~other~~ fees ~~billed by Peter Messineo, CPA during the last two fiscal years~~ for ~~assurance~~audit ~~and~~ related services ~~that~~by ~~were~~the ~~reasonably~~Company's ~~related~~independent toregistered ~~the~~accountants ~~performance~~for of the ~~audit~~years orended ~~review~~December of31, ~~the~~2012 ~~Company’s~~and ~~financial~~2011, ~~statements~~that ~~and~~are not reported under the caption “Audit Fees” above.

Tax Fees

There were no ~~tax~~fees ~~related~~for ~~fees~~professional ~~billed~~services rendered by ~~Peter~~the ~~Messineo~~Company's independent registered accountants for tax compliance, ~~CPA~~tax ~~during~~advice, and tax planning for the years ended December 31, 2012 and 2011, orthat ~~2010~~are not reported under the caption “Audit Fees” above.

All Other Fees

There were no other fees ~~billed~~for byprofessional ~~Peter~~services ~~Messineo,~~rendered ~~CPA~~by ~~during~~ the ~~last~~Company's ~~two~~independent ~~fiscal~~registered ~~years~~accountants for ~~products~~the ~~and~~years ~~services~~ended ~~provided~~December by31, ~~Peter~~2012 ~~Messineo~~and 2011, ~~CPA~~that are not reported under the caption “Audit Fees” above.

~~Item~~Policy ~~15.~~on Audit Committee Pre-Approval

~~Exhibits~~Our board of directors, which performs the functions of an audit committee, has established policies and procedures regarding pre-approval of all services provided by the independent registered public accounting firm. The board of directors preapproves all audit and non-audit services provided by the independent registered public accounting firm, other than de minimis non-audit services, and shall not engage the independent registered public accounting firm to perform the specific non-audit services proscribed by law or regulation.

Exhibit No.	Description
15.01	Financial statements for the years ended December 31, 2011 and 2010
31(a)	Rule 13a-14(a) Certification – Chief Executive and Chief Financial Officer *
32(a)	Section 1350 Certification – Chief Executive and Chief Financial Officer *

~~______________~~Index

13PART IV

Item 15.

Exhibits and Financial Statement Schedules

(a)

(1)

The financial statements at page F-1 are filed as a part of this Annual Report on Form 10-K.

(2)

Financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

(3)

Exhibits: The exhibits to this report are listed in the exhibit index below.

(b)	Description of Exhibits

Exhibit No.		Description
3.1		Amended and Restated Articles of Incorporation (1)
3.2		Bylaws (2)
10.1		Securities Purchase Agreement, dated April 23, 2012, by and among Yong Li, as agent and attorney-in-fact for the buyers identified therein, Joe Tyszko and RJS Development, Inc. (3)
14.1		Code of Ethics (4)
21.1		List of the Company’s Subsidiaries *
31.1		Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002 *
32.1		Certifications pursuant to Section 906 of 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		Taxonomy Extension Presentation Linkbase Document **

*		Filed herewith.
**		To be furnished by amendment.
(1)		Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on June 16, 2008.
(2)		Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 16, 2008.
(3)		Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 23, 2012.
(4)		Incorporated by reference to Exhibit 14 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 16, 2008.

Index

SIGNATURES

InPursuant ~~accordance~~to ~~with~~the ~~Section~~requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

				RJS Development, Inc.
Date: May 15, 2013	RJS DEVELOPMENT, INC.
Dated:	March 12, 2012
	By:	/s/ Guofeng Feng
			By:	/s/ Joe Tyszko
		Name: Guofeng Feng
				Joe Tyszko,
		Title: Chief Executive Officer
				President and Chairman of the Board

14Pursuant 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:

15.01 Financial statements for the years ended December 31, 2011 and 2010

Signature	Title	Date

/s/ Guofeng Feng	Chief Executive Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	May 15, 2013
Guofeng Feng

~~Financial Statements~~Index

EXHIBIT INDEX

Exhibit No.		Description
3.1		Amended and Restated Articles of Incorporation (1)
3.2		Bylaws (2)
10.1		Securities Purchase Agreement, dated April 23, 2012, by and among Yong Li, as agent and attorney-in-fact for the buyers identified therein, Joe Tyszko and RJS Development, Inc. (3)
14.1		Code of Ethics (4)
21.1		List of the Company’s Subsidiaries *
31.1		Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002 *
32.1		Certifications pursuant to Section 906 of 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		Taxonomy Extension Presentation Linkbase Document **

*		Filed herewith.
**		To be furnished by amendment.
(1)		Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on June 16, 2008.
(2)		Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 16, 2008.
(3)		Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 23, 2012.
(4)		Incorporated by reference to Exhibit 14 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 16, 2008.

Index

2451 N. McMullen Booth Road

Suite.308

Clearwater, FL 33759

855.334.0934 Toll free

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

RJS Development, Inc.

AsWe have audited the accompanying balance sheet of RJS development, Inc. as of December 31, ~~2011~~2012, and ~~2010~~the related statement of operations, stockholders’ deficit, and cash flows for the year then. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements as of and for the year ended December 31, 2012 were audited by another auditor who expressed an unqualified opinion on May 13, 2013.

~~And~~We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the ~~Years~~circumstances, ~~Ended~~but ~~December~~not 31for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, ~~2011~~we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and ~~2010~~disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

Financial Statements:
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets	F-3
Statements of Income	F-4
Statements of Changes in Stockholders’ Equity	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of RJS Development, Inc. as of December 31, 2012, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has significant net losses and cash flow deficiencies. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ DKM Certified Public Accountants

DKM Certified Public Accountants

Clearwater, Florida

May 13, 2013

F-1

Index

Peter Messineo

Certified Public Accountant

1982 Otter Way Palm Harbor FL 34685

peter@pm-cpa.com

T 727.421.6268 F 727.674.0511

Report of Independent Registered Public Accounting Firm

Board of Directors

RJS Development, Inc.

St. Petersburg, Florida

I have audited the accompanying balance sheets of RJS Development, Inc. as of December 31, 2011 and ~~2010 and~~ the related statements of income, stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required at this time, to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal controls over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

In my opinion, based on my audits, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2011 and ~~2010 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 of America.

/s/ Peter Messineo

Peter Messineo, CPA

Palm Harbor, Florida

March 5, 2012

F-2

Index

RJS Development, Inc.

Balance Sheets

		December 31,	~~December 31,~~		~~December 31,~~	December 31,
			2011		2010
		2012				2011
Assets
Current assets
Cash	~~Cash~~	$	~~1,455~~-	$	~~213~~	$	-
	Accounts receivable		24,961		--
Assets of discontinued operations			-				26,416
Total current assets			~~26,416~~-		~~213~~		26,416
Property and equipment, net of accumulated depreciation of $8,289 and $7,555, respectively			184		918
Property & equipment of discontinued operations,
Total Assets		$	26,600	$	1,131
net of accumulated depreciation of $8,474
Liabilities and Stockholders' Equity
and $8,290, respectively			-				184
Current liabilities
Total Assets		$	-			$	26,600
	Accounts payable and accrued expenses	$	13,817	$	12,310
Liabilities and Stockholders' Equity (Deficit)
	Notes payable to Shareholder		--		7,724
Current liabilities
Total current liabilities			13,817		20,034
Due to shareholder		$	31,042			$	-
Total liabilities			13,817		20,034
Liabilities of discontinued operations			-				13,817
Stockholders' Equity
Total current liabilities			31,042				13,817
	Common Stock, $.01 par value, 75,000,000 shares authorized; 1,400,000 and 1,400,000 shares issued and outstanding, respectively *		14,000		14,000
Total liabilities			31,042				13,817
	Additional paid-in capital		(13,650)		(13,650)
Stockholders' Equity (Deficit)
	Retained Earnings (Accumulated Deficit)		12,433		(19,253)
Common Stock, $.01 par value, 75,000,000 shares
Total stockholders’ equity			12,783		(18,903)
authorized; 6,000,000 and 1,400,000 shares
Total Liabilities and Stockholders' Equity		$	26,600	$	1,131
issued and outstanding, respectively			60,000				14,000
Additional paid-in capital			(39,650	)			(13,650	)
Accumulated Deficit			(51,392	)			12,433
Total stockholders' equity (deficit)			(31,042	)			12,783
Total Liabilities and Stockholders' Equity		$	-			$	26,600

* Common shares outstanding have been retroactively restated for 25:1 reverse split, effective March 2012.

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

F-3

~~RJS Development, Inc. Statement of Operations~~Index

			For the Year Ended
			December 31,
			2011		2010
Revenues		$	104,047	$	42,713
Operating expenses:
	General and administration		11,908		4,133
	Selling expenses		31,537		400
	Professional fees		15,740		19,052
	Rents		5,400		5,400
	Depreciation		735		1,225
	Total operating expenses		65,320		30,210
	Operating income		38,727		12,503
	Provision for income taxes		7,041		--
Net income		$	31,686	$	12,503
Earnings per share, primary and dilutive		$	0.02	$	0.01
Weighted average shares outstanding primary and dilutive *			1,400,000		1,400,000

RJS Development, Inc.

Statements of Operations

* Common shares outstanding have been retroactively restated for 25:1 reverse split, effective March 2012

	For the Year Ended
	December 31,
	2012			2011

Revenue	$	-		$	-
Operating expenses:
General & administration expenses	$	24,745		$	8,437
Professional fees		45,215			12,732
Total operating expenses		69,960			21,169

Operating Income		(69,960	)		(21,169	)

Other (income) expenses:
Loss (income) from discontinued operations		4,248			(52,855	)
Gain on disposal of discontinued operations		(10,383	)		-

Net income (loss)	$	(63,825	)	$	31,686

Earnings (loss) per share,
basic and dilutive	$	(0.01	)	$	0.02

Weighted average shares outstanding
basic and dilutive		5,004,384			1,400,000

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

F-4

~~RJS Development, Inc.~~Index

Statement of Stockholders' Equity (Deficit)

RJS Development, Inc.
Statement of Stockholders' Deficit

					Additional						Stock-
	Common				Paid in			Accumulated			Holders'
	shares		$.01 par		Capital			Deficit			Deficit

Balance at December 31, 2010		1,400,000		14,000		(13,650	)		(19,253	)		(18,903	)

Net income (audited)									31,686			31,686

Balance at December 31, 2011		1,400,000		14,000		(13,650	)		12,433			12,783

Issuance of common stocks		4,600,000		46,000		(26,000	)					20,000
Net income (loss) (audited)									(63,825	)		(63,825	)

Balance at December 31, 2012		6,000,000		60,000		(39,650	)		(51,392	)		(31,042	)

								Retained
						Additional		Earnings		Stockholders'
		Common *				Paid in		(Accumulated		Equity
		shares		$.01 par		Capital		Deficit)		(Deficit)
Balance at December 31, 2009		1,400,000	$	14,000	$	(13,650)	$	(31,756)	$	(31,406)
	Net income	-		-		-		12,503		12,503
Balance at December 31, 2010		1,400,000		14,000		(13,650)		(19,253)		(18,903)
	Net income	-		-		-		31,686		31,686
Balance at December 31, 2011		1,400,000	$	14,000	$	(13,650)	$	12,433	$	12,783

* Common shares outstanding have been retroactively restated for 25:1 reverse split, effective March 2012.

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

F-5

~~RJS Development, Inc.~~Index

~~Statements~~RJS Development, Inc. Statement of Cash Flows

		For the Year Ended		~~For the Year Ended~~
		December 31,		~~December 31,~~
				2011		2010
		2012				2011
Cash Flows from Operating Activities:
	Net income		$	31,686	$	12,503
Net (loss) income		$	(63,825	)		$	31,686
	Adjustment to reconcile Net Income to net cash provided by operations:
Adjustment to reconcile Net Income to net
	Depreciation and amortization			735		1,225
cash provided by operations:
	Changes in assets and liabilities:
Stock based compensation			20,000				-
	Accounts receivable			(24,961)		-
Gain on disposal of discontinued operations			(10,383	)			-
	Accounts payable and accrued expenses			1,507		1,035
Net Cash (Used) Provided by Continuing Operations			(54,208	)			31,686
	Net Cash (Used) Provided by Operating Activities			8,967		14,763
Net Cash Flow from Discontinued Operations			23,166				(24,175	)
Cash Flows from Financing Activities:
Net Cash Flows from Operating Activity			(31,042	)			7,511
	Net repayment of stockholder advances			(7,724)		(15,030)
Cash Flows from Financing Activities:
	Net Cash (Used) Provided by Operating Activities			(7,724)		(15,030)
Stockholder advances, net			31,042				(7,724	)
Net decrease in cash				1,243		(267)
Net Cash (Used) Provided by Operating Activities			31,042				(7,724	)
Cash at beginning of period				213		480
Net increase (decrease) in cash			-				(213	)
Cash at end of period			$	1,455	$	213
Cash at beginning of period			-				213
Supplemental cash flow information:
Cash at end of period		$	-			$	-
	Interest paid		$	-	$	-
Supplemental cash flow information:
	Taxes paid		$	-	$	-
Interest paid		$	-			$	-
Taxes paid		$	-			$	-

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

F-6

Index

RJS Development, Inc.

Notes to ~~the~~ Financial Statements

December 31, ~~2011 and 2010~~2012

~~Note~~NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization, Business Operations and Summary of Significant Accounting Policies

Summary

RJS Development specializes in commercial real estate development. RJS has been doing business under their current name since May 27, 2003. Originally formed to do any and all legal business, the intent of the corporation was to specialize in commercial real estate development, primarily retail shopping centers. The President has been involved in commercial real estate projects ranging from strip center development, to acquiring vacant land, going through the rezoning process, obtaining all civil permits and approvals and then selling platted lots to retailers. We build projects with the intent that they be sold either as fee-simple properties, be held in a limited liability corporation for which the President is a principal or have permanent debt placed on the assets and held as stabilized investment properties. We focus on geographic areas, products and price points where we believe there is significant demand for new commercial space and the potential for attractive returns to our company and investors. We currently develop and build in the Greater Tampa Bay market where we target a diverse range of companies that need to lease commercial space. The Greater Tampa Bay Area is generally considered to include Hillsborough, Pinellas, Pasco and Sarasota, Florida counties. Principal cities in these counties include Clearwater, Tampa, St. Petersburg and Sarasota, Florida. These counties also include several smaller municipalities that surround the city limits of the aforementioned cities.

Business and Operations

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

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, resulting in a change of control.

Basis for Presentation

~~The~~As ~~Company~~of ~~prepares~~March ~~its~~2012, ~~financial statements in conformity with generally accepted accounting principles in~~ the ~~United~~leasing ~~States~~business ofwas ~~America. These~~distributed ~~principals require management~~ to ~~make estimates and assumptions that affect~~ the ~~reported~~former ~~amounts~~main ofstockholder. The assets, ~~and~~ liabilities and ~~disclosure~~results of ~~contingent~~operations ~~assets and liabilities at the date~~ of the ~~financial~~leasing ~~statements~~business ~~and~~are ~~the~~presented ~~reported~~as ~~amounts~~discontinued ofoperations. Subsequent ~~revenues~~to ~~and~~March ~~expenses~~2012, ~~during~~ the ~~reporting~~Company ~~period. Management~~experienced ~~believes~~a ~~that~~change ~~these~~in ~~estimates~~control ~~are~~when ~~reasonable~~a ~~and~~majority ~~have~~of ~~been discussed with~~ the ~~Board~~stock ofwas ~~Directors;~~sold ~~however,~~to ~~actual~~an ~~results~~unrelated ~~could~~third ~~differ from those estimates~~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 years ended December 31, 2012 and 2011; (b) the financial position at December 31, 2012 and 2011, and (c) cash flows for the year ended December 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 principles 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

~~FASB~~The ~~ASC~~Company’s ~~820~~balance sheets include the following financial instruments: cash, ~~“Fair~~assets ~~Value~~and ~~Measurements~~liabilities of discontinued operations, and ~~Disclosures~~notes ~~establishes~~payable ato ~~common~~stockholder. ~~definition~~The ~~for~~carrying ~~fair~~amounts ~~value~~of tocurrent beassets ~~applied~~and tocurrent ~~existing~~liabilities ~~generally~~approximate ~~accepted~~their ~~accounting~~fair ~~principles~~value ~~that~~because ~~require~~of the ~~use~~relatively short period of ~~fair~~time ~~value~~between ~~measurements~~the ~~establishes~~origination aof ~~framework~~these ~~for~~instruments ~~measuring~~and ~~fair~~their expected realization. The carrying value ~~and~~of ~~expands~~the ~~disclosure~~loan ~~about~~from ~~such~~stockholder approximates fair value ~~measurements.~~based on short term and revolving nature of the advances.

~~ASC 820~~Fair ~~defines~~Value fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:Measurement

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities
Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

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.

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

~~The~~Level ~~Company’s balance sheets include the following financial instruments~~2: ~~cash,~~Observable ~~accounts~~market ~~receivable,~~based ~~and~~inputs ~~accounts~~or ~~payable. The~~unobservable ~~carrying~~inputs ~~amounts~~that ofwere ~~current~~corroborated ~~assets~~by ~~and~~market ~~current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization~~data. ~~The carrying value of the loan from stockholder approximates fair value due an expected short time frame and revolving nature of the loan.~~

~~F-7~~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. At ~~times~~Deposits ~~during the year 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 ~~six~~three months or less to be cash equivalents. At December 31, 2012 and 2011, there were no cash equivalents.

~~Fixed Assets~~F-7

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 December 31, 2011.Index

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 initial leasing term. Leasing commission income is recorded when the lease is signed and the amount of commission can be determined.

Concentration of Credit Risk

All revenue recognized in 2011 and 2010 was generated from services performed for a minimal number of clients.

Advertising

The costs of advertising are expensed as incurred. Advertising expense was $0, and $0 for the years ended December 31, 2011 and 2010, respectively. Advertising expenses, when incurred, are included in the Company’s selling expenses.

Income Taxes

Prior to April 30, 2007, the Company reported its earnings under the S-Corporation election and thereby all taxable income was passed-thru to the sole shareholder and is taxed at the shareholder’s ordinary tax rate.

On April 30, 2007 the Company issued stock to a corporation thereby automatically terminating the S-Corporation election. As a result, earnings are taxed to the corporation when earned and are no longer passed through directly to the shareholders. In addition, earnings will be taxed at the corporate tax rate which varies on a graduated basis between 15% and 35%.

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 when and if there is an uncertainty of its ultimate realization.

F-8

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 ~~and share equivalents at the end of each period~~. There ~~were~~are no share equivalents ~~at either December 31, 2011 or 2010~~ and, ~~therefore~~thus, anti-dilution issues are not applicable.

~~Subsequent~~NOTE ~~Events~~2 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

~~Management~~We ofhave ~~the~~reviewed ~~Company~~accounting ~~has~~pronouncements ~~reviewed~~and ~~subsequent~~interpretations ~~events~~thereof ~~through~~that have effective dates during the ~~date~~periods ofreported ~~filing~~in 2012. ~~Subsequent~~ ~~events~~We ~~have~~believe ~~been~~that ~~evaluated~~there ~~for~~are ~~disclosure~~no ~~through~~new or impending standards that ~~date~~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.

~~Recently~~NOTE ~~Issued~~3 ~~Accounting~~– GOING ~~Pronouncements~~CONCERN

~~From~~The ~~time~~accompanying tounaudited ~~time,~~financial ~~new~~statements ~~accounting~~have ~~pronouncements~~been ~~are~~prepared ~~issued~~in byconformity ~~the~~with ~~FASB~~accounting orprinciples ~~other~~generally ~~standard~~accepted ~~setting~~in ~~bodies that are adopted by~~ the ~~Company~~United asStates of ~~the specified effective date. Unless otherwise discussed~~America, wewhich ~~believe~~contemplate ~~that~~continuation ~~the impact~~ of ~~recently~~the ~~issued~~Company ~~standards~~as ~~that are not yet effective will not have~~ a ~~material~~going ~~impact on our financial position or results of operations upon adoption~~concern.

InThe ~~December~~Company ~~2011~~incurred a net loss of $63,825 for the ~~FASB~~year ~~issued~~ended ~~ASU~~December ~~2011-11~~31, ~~Balance~~2012. As ~~Sheet~~of ~~(Topic~~December ~~210):~~31, ~~Disclosures~~2012 ~~about~~the ~~Offsetting~~Company ~~Assets~~had ~~and~~no ~~Liabilities~~cash ~~(ASU~~with ~~2011-11)~~which to satisfy any future cash requirements. These ~~This~~conditions ~~newly~~raise ~~issued~~substantial ~~accounting~~doubt ~~standard~~about ~~requires~~the anCompany’s ~~entity~~ability to ~~disclose~~continue ~~both~~as ~~gross~~a ~~and~~going ~~net~~concern. The ~~information~~Company ~~about~~depends ~~instruments~~upon stockholder support and ~~transactions~~capital ~~eligible~~to ~~for~~be ~~offset~~derived infrom ~~the~~future ~~statement~~financing activities such as subsequent offerings of ~~financial~~its ~~position~~common asstock ~~well~~or asdebt ~~instruments~~financing in order to operate and ~~transactions~~grow ~~executed~~the ~~under~~business. There acan ~~master~~be ~~netting~~no orassurance ~~similar~~that ~~arrangement~~the ~~and~~Company ~~was~~will ~~issued~~be tosuccessful ~~enable~~in ~~users~~raising ofsuch ~~financial~~capital. The ~~statements~~key tofactors ~~understand~~that are not within the ~~effects~~Company's orcontrol ~~potential~~and ~~effects~~that ofmay ~~those~~have ~~arrangements~~a direct bearing on ~~its~~operating ~~financial~~results ~~position.~~include, ~~This~~but ~~ASU~~are isnot ~~required~~limited to, beacceptance ~~applied~~of ~~retrospectively~~the ~~and~~Company's isnew ~~effective~~business ~~for~~plan, ~~fiscal~~the ~~years,~~ability ~~and~~to ~~interim~~raise ~~periods~~capital ~~within~~in ~~those~~the ~~years~~future, ~~beginning~~the onability orto ~~after~~expand ~~January 1~~its customer base, ~~2013.~~and Asthe ~~this~~ability ~~accounting~~to ~~standard~~hire ~~only~~key ~~requires~~employees ~~enhanced~~to ~~disclosure,~~build ~~the~~and ~~adoption~~maintain ofwebsites ~~this~~and ~~standard~~to isprovide ~~not~~services ~~expected~~and support to ~~have~~its ancustomers ~~impact~~and ~~our~~users. There ~~financial~~may ~~position~~be orother ~~results~~risks ofand ~~operations.~~circumstances that management may be unable to predict.

InThe ~~June~~unaudited 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income” (ASU 2011-05). This newly issued accounting standard (1) eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity; (2) requires the consecutive presentation of the statement of net income and other comprehensive income; and (3) requires an entity to present reclassification adjustments on the face of the financial statements ~~from other comprehensive income to net income. The amendments in this ASU~~ do not ~~change~~include ~~the~~any ~~items~~adjustments ~~that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified~~ to ~~net~~reflect ~~income nor do~~ the ~~amendments~~possible ~~affect~~future how earnings per share is calculated or presented. In December 2011, the FASB issued ASU No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, which defers the requirement within ASU 2011-05 to present on the face of the financial statements the effects ~~of reclassifications out of accumulated other comprehensive income~~ on the ~~components~~recoverability ~~of net income~~ and ~~other~~classification ~~comprehensive income for all periods presented. During the deferral, entities should continue to report reclassifications out~~ of ~~accumulated~~assets ~~other~~or ~~comprehensive income consistent with~~ the ~~presentation~~amounts ~~requirements~~and inclassification ~~effect prior to the issuance~~ of ~~ASU~~liabilities ~~2011-05.~~that ~~These~~may ~~ASUs~~result ~~are~~from ~~required to be applied retrospectively and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. As these accounting standards do not change~~ the ~~items~~possible ~~that~~inability ~~must be reported in other comprehensive income or when an item~~ of ~~other comprehensive income must be reclassified to net income,~~ the ~~adoption~~Company ~~of these standards is not expected~~ to ~~have~~continue anas ~~impact~~a ongoing ~~our financial position or results of operations~~concern.

InNOTE ~~May~~4 ~~2011,~~– ~~the~~RELATED FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (ASU 2011-04). This newly issued accounting standard clarifies the application of certain existing fair value measurement guidance and expands the disclosures for fair value measurements that are estimated using significant unobservable (level 3) inputs. This ASU is effective on a prospective basis for annual and interim reporting periods beginning on or after December 15, 2011. The adoption of this standard is not expected to have a material impact on our financial position or results of operations.PARTY

~~Except~~Due for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to ~~the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future financial statements.~~shareholder

~~F-9~~A certain owner has advanced, and anticipates it to be necessary to advance, cash to the Company, based on cash requirements. The amounts due to such stockholder were $31,042 and $0 as of December 31, 2012 and 2011, respectively. These cash advances are considered temporary in nature. There are no repayment terms and currently are not interest bearing. The loan to the former controlling stockholder was distributed to such stockholder as of March 31, 2012 as part of the distribution of the leasing operations.

~~Note~~Certain 2stockholders have pledged their support to fund continuing operations; however there is no written commitment to this effect. The Company is dependent upon the continued support of these parties.

Property and Equipment

Property and equipment, as of December 31, consist of:

	2011		2010
Equipment	$	3,991	$	3,991
Furniture		4,482		4,482
Total property and equipment	$	8,473	$	8,473
Less accumulated depreciation		8,289		7,555
Net book value	$	184	$	918

Depreciation of property and equipment was $735 and $1,225 for the years ended December 31, 2011and 2010, respectively.

Note 3

Income Taxes

The provision for federal and state income taxes for the years ended December 31 is as follows:

		2011		2010
Income tax provision (benefit) at statutory rate	$	(4,300)	$	4,300
State income tax expense (benefit), net of federal benefit		(400)		400
Subtotal		(4,700)		4,700
Less reserve for allowance		4,700		(4,700)
Deferred Tax Asset	$	-	$	-
Net deferred tax assets and liabilities were comprised of the following:
Net Operating Losses	$	7,100	$	(7,100)
Less reserve for allowance		(7,100)		7,100
Deferred Tax Asset	$	-	$	-

The Company had previously recorded a 100% valuation allowance against the net deferred tax asset, resulting from net operating losses generated, through December 31, 2010, due to the uncertainty of its ultimate realization. For the year ended December 31, 2011 the Company earned profits in excess of the prior net operating loss and has applied the benefit, thereby recognizing the deferred asset, previously off-set by the valuation allowance. The Company has effectively recognized the benefit in the current year as an off-set to the current income tax provision. The Company does not have any carryforward temporary differences which would result in a deferred tax asset or liability.

Note 4

Equity

Common Stock includes 75,000,000 shares authorized at a par value of $0.01. The holders of Common Stock, voting together, shall appoint the members of the Board of the Directors. Each share of Common Stock is entitled to one vote. At December 31, 2011, there were 1,400,000 (35,000,000 pre-reverse split) shares of common stock outstanding.

Note 5

Related Party Transactions

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 $0 and $7,724 as of December 31, 2011 and 2010, respectively. These cash advances are considered temporary in nature. There are no repayment terms and currently are not interest bearing. At December 31, 2011 all advances have been repaid.

F-10

Rent Expense

The Company ~~has~~reports ~~limited~~rent ~~needs~~expense based on the square footage of the facilities that it uses for ~~office~~operations ~~space~~in the president’s home. ~~During~~ The ~~2011~~rental ~~and~~agreement ~~2010,~~is ~~the~~on ~~Company~~a ~~used~~month-to-month ~~facilities~~basis ~~provided~~at by$450 anper ~~officer~~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 $51,~~400~~350 and $5,400, ~~paid to this officer,~~ for the ~~years~~year ended ~~December~~2012 ~~31,~~and ~~2011and 2010~~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~~NOTE 65 – CAPITAL STOCK AND REVERSE STOCK SPLIT

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

~~From time to time the Company may be a party to litigation matters involving claims against the Company. The Company does not believe any un~~F-~~asserted claims that may exist would have a materially adverse effect on the Company’s financial position or results of operations.~~8

~~Note 7~~Index

~~Subsequent~~On ~~Events~~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 reverse stock split decreased the 35,000,000 shares outstanding to 1,400,000.

On orMarch ~~about January 31~~20, 2012, the ~~Company~~Board ~~received written consents in lieu~~ of aDirectors ~~meeting~~approved ofto ~~Stockholders~~issue ~~from~~Joe ~~holders~~Tyszko ~~of 20~~4,~~300~~600,000 shares ~~representing~~(valued ~~approximately~~at ~~58% of the 35~~$20,000~~,000 shares of the total issued and outstanding shares of voting stock of the Company (the “Majority Stockholders”~~) ~~authorizing~~for ~~the~~services ~~Company’s~~which ~~Board~~increased ~~of Directors, to effect a reverse split of~~ the ~~Company’s~~shares ~~common stock, par value $.01 per share, twenty five for one share~~ outstanding ~~(25:1) (pursuant~~ to ~~which the number of authorized shares of common stock will remain 75~~6,000,000 ~~following~~as ~~such reverse stock split) (the “Reverse Stock Split”); any fractional shares post-split will be rounded up to the next whole share. The effective date~~ of ~~the~~December ~~Reverse~~31, ~~Stock Split is estimated to be effective and approved by FINRA in March or early April~~ 2012.

~~The~~On ~~financial~~March ~~statements~~23, ~~have~~2012, ~~been~~the ~~retroactively~~Company ~~adjusted~~filed ~~for~~a Post Effective Amendment with the SEC to register 735,000 (post reverse- split~~. All~~) shares. The ~~and~~SEC ~~per~~approved ~~share~~the ~~information~~Post ~~reflect~~Effective ~~the~~Amendment ~~reverse~~on ~~split~~March 27, 2012.

NOTE 6 – INCOME TAXES

Provision (Benefit) for Income Taxes

A reconciliation of the expected Federal statutory rate of 34% to the Company’s actual rate as reported for each of the periods presented is as follows:

	2012			2011
Expected statutory rate		34.0	%		34.0	%
State Income tax rate, net of federal benefit		3.6	%		3.6	%
Permanent Differences		0.0	%		0.0	%
Temporary Differences		0.0	%		0.0	%
Valuation Allowance		(37.6	)		(37.6	)
		0.0	%		0.0	%

Deferred Income Taxes

Deferred income taxes are the result of timing differences between book and tax basis of certain assets and liabilities, timing of income and expense recognition of certain items and net operating loss carry-forwards.

The Company assesses temporary differences resulting from different treatments of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are recorded in our balance sheets. The Company evaluates the realizability of its deferred tax assets and assesses the need for a valuation allowance on an ongoing basis. In evaluating its deferred tax assets, the Company considers whether it is more likely than not that the deferred income tax assets will be realized. The ultimate realization of deferred tax assets depends upon generating sufficient future taxable income prior to the expiration of the tax attributes. In assessing the need for a valuation allowance the Company must project future levels of taxable income. This assessment requires significant judgment. The Company examined the evidence related to a recent history of tax losses, the economic conditions in which it operates recent organizational changes, its forecasts and projections.

The following is a schedule of the deferred tax assets and liabilities as of December 31, 2012 and 2011:

	December 31,
	2012		2011
Deferred Tax Assets
Net Operating Loss Carry Forwards	$	21,000	$	-
Less valuation allowance		(21,000)		-

Net Deferred Tax Asset (Liabilities)	$	-	$	-

Under the Internal Revenue Code of 1986, as amended, net operating losses can be carried forward twenty years. As of December 31, 2012 the Company has a net operating loss carry forwards of $63,825 which will start expiring in 2032.

The Company is currently open to audit under the statute of limitations by the Internal Revenue Service for the years ending December 31, 2009 through 2011. The Company state income tax returns are open to audit under the statute of limitations for the years ending December 31, 2009 through 2011.

The Company recognizes interest and penalties related to income taxes in income tax expense. The Company had incurred no penalties and interest for the years ended December 31, 2012 and 2011.

F-9

Index

NOTE 7 – 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 8 - 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 former main stockholder. The distribution was effective as of March 31, 2012.

During the years ended December 31, 2012 and 2011, the discontinued operations experienced losses of $4,248 and earnings of $52,855, respectively. For the years ended December 31, 2012 and 2011, the Company recognized gains on the disposal of the leasing business in the amount of $10,383 and $0, respectively. Details on the discontinued operations during the years ended December 31, 2012 and 2011 are shown below:

F-10

Index

	Year Ended
	2012			2011

Revenues	$	1,115		$	104,047

Operating expenses:
General & administration		1,063			3,471
Selling expenses		2,329			31,537
Professional fees		437			3,008
Rents		1,350			5,400
Depreciation		184			735
Total operating expenses		5,363			44,151

Operating income		(4,248	)		59,896
Provision for income taxes		-			(7,041	)
Income (loss) from discontinued operations	$	(4,248	)	$	52,855

	December 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 Stockholder		13,107		--
Income tax payable		7,041		--
Total current liabilities		32,649		13,817
Total liabilities	$	32,649	$	13,817

Gain on disposal of discontinued operations	$	10,383

F-11

Filing Compare · RJS Development, Inc.