Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RJD Green, Inc.
__________________________________
(Name of small business issuer in its charter)
| Nevada | 7310 | 27-1065441 | ||
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) | ||
1560-1 Newbury Rd. #514
Newbury Park, CA 91324
818-428-1300 telephone
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(Address and telephone number of registrant's principal executive offices and principal place of business)
Robert Kepe
President and Chief Executive Officer
1560-1 Newbury Rd. #514
Newbury Park, CA 91324
818-428-1300 telephone
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(Name, address, and telephone number of agent for service)
Please send a copy of all correspondence to:
Jillian Ivey Sidoti, Esq
PHONE 323-799-1342
FAX 951-224-6675
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.
| Large accelerated filer o | Accelerated Filer o | |
| Non-accelerated filer o | Smaller reporting company x |
i
CALCULATION OF REGISTRATION FEE
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Maximum Title of
Registration Fee
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Amount of Shares
to be Registered
Price
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Amount
to be
Registered
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Proposed Maximum
Offering Price
Per Share(1)
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Proposed
Aggregate
Offering
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||||
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Common Stock, $.01 par value
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$7.54
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705,000 shares
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$0.15
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$105,750
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||||
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Total
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$7.54
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705,000 shares
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$0.15
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$105,750
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(1) Registration fee has been paid via Fedwire.
(2) This is the initial public offering and no current trading market exists for our stock.
(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c).
(4) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the securities act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to said section 8(a), may determine.
The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price shares were sold to our shareholders in a private placement memorandum. The selling shareholders may sell shares of our common stock at a fixed price of $ 0.15 per share until our common stock is quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. The fixed price of $0.15 has been determined as the selling price based upon the original purchase price paid by the selling shareholders of $.01 and $0.10 plus an increase based on the fact the share will be liquid and registered. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.
Under the application of Rule 405 of Regulation C, we are considered to be a shell company as we:
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·
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Have nominal operations at this time
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·
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Have nominal assets
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The securities sold in this offering can only be resold through registration under the Securities Act of 1933, Section 4(1), if available, for non-affiliates, or by meeting the conditions of Rule 144(i).
ii
SUBJECT TO COMPLETION, DATED _____________________
PRELIMINARY PROSPECTUS
RJD Green, Inc.
705,000 Shares of Common Stock
Price per share: $0.15
Total cash proceeds if all shares are sold: $0
The Company has sold a total of 130,000 shares of its common stock in a Private Placement during the second quarter of 2010 to individual investors, under Regulation D, at a price of $.01 and $.10 per share. These shares were sold directly by the Company and the Company has received total proceeds from the Private Placement of $13,000 net of certain selling costs and adjustments for currency exchange rates. 300,000 shares were sold to friends, family, associates, officers, consultants, and directors of the company at $.01 during 2010 and 130,000 shares were sold to friends, family, associates, and officers at $.10 per share. The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. The selling stockholders are selling shares of common stock covered by this prospectus for their own account. There is no present public trading market for the Company's Common Stock and the price at which the Shares are being offered bears no relationship to conventional criteria such as book value or earnings per share. The Company has determined the offering price based, primarily, on its projected operating results. There can be no assurance that the offering price bears any relation to the current fair market value of the Common Stock. The Company is becoming a reporting company so that in future offerings, it may offer potential shareholders the liquidity, although limited, that a listed, publicly traded company can offer. It is the opinion of both the officers and directors that this is the best vehicle in which to raise capital as it is the most palatable to potential investors. We intend on using all of our cash resources of approximately $15,000 for the next 12 months to 1.) provide for the listing requirements, including payments for DTC eligibility and for our transfer agent and 2.) continued development of our business plan.
There is no trading market for our common stock.
The sales price to the public is fixed at $0.15 per share until such time as the shares of common stock become traded on the Over The Counter Bulletin Board or another exchange. We intend to contact an authorized OTCBB market maker for sponsorship of our securities on the OTCBB, upon effectiveness of this registration statement. However, there is no guarantee our common stock will be accepted for quotation on the OTC Bulletin Board. If our common stock becomes quoted on the Over the Counter Bulletin Board or another exchange, then the sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale.
The purchase of our shares involves substantial risk. See “risk factors” beginning on page 4 for a discussion of risks to consider before purchasing our common stock.
You should rely only on the information contained in this prospectus. We have not, and the Selling Stockholders have not, authorized anyone to provide you with different information. If anyone provides you with different information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL OUR SHARES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL OUR SHARES, AND IT IS NOT SOLICITING AN OFFER TO BUY OUR SHARES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED November 1, 2010
iii
Table of Contents
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Prospectus Summary
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1
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Summary Financial Data
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3
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Risk Factors
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4
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Dilution
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7
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Selling Security Holders
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7
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Plan of Distribution and Terms of the Offering
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7
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Description of Securities
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10
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Interest of Named Experts and Counsel
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12
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Disclosure of Commission Position on Indemnification for Securities Act Liabilities
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12
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Description of Business
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12
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Reports to Stockholders
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20
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Management’s Discussion and Analysis
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20
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Facilities
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22
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Certain Relationships and Related Party Transactions
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22
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Market for Common Equity and Related Stockholders Matters
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22
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Dividends
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22
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Executive Compensation
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23
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Reports to Shareholders
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24
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Index to Financial Statements
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Report of Independent Certified Public Accountant
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F-1
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Balance Sheets
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F-2
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Statements of Operations
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F-3
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Statements of Changes in Stockholders’ Equity
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F-4
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Statements of Cash Flows
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F-5
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Notes to Financial Statements
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F-6 – F-11
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iv
This summary contains basic information about us and the offering. Because it is a summary, it does not contain all the information that you should consider before investing. You should read the entire prospectus carefully, including the risk factors and our financial statements and the related notes to those statements included in this prospectus. Except as otherwise required by the context, references in this prospectus to “we,” “our,” “us,” “RJD Green,” and “RJD” refer to RJD Green, Inc.
RJD Green, Inc. is a development stage company incorporated in the State of Nevada in September of 2009.
RJD Green’s address and phone number is:
RJD Green Inc.
1560-1 Newbury Rd. #514
Newbury Park, CA 91324
818-428-1300 telephone
Operating History
RJD Green was founded in 2009 by Robert Kepe who has extensive experience in the real estate field. The purpose of the company is currently working on developing their website at http://rjdgreen.com/ so that consumers, builders, and contractors can find sources of sustainable building contractors, materials, and other “green” product providers.
Company Assets
RJD’s principal assets (“Assets”) consisted of cash, equipment, and accounts receivables totaling $15,954 as of June 30, 2010.
Company Cash Flow
The Company has cash assets derived from a private placement of its stock. Assuming the Company does not generate any income from its website it still will have sufficient cash to operate for the next twelve (12) months. For the period from its inception through the period ending June 30, 2010 the Company had Gross Revenues of $0, Total Operating Expenses of $6,059, Net Loss of $6,059, Total Current Assets of $15,954, Total Assets of $15,954, Total Current Liabilities of $6,013, and Total Stockholders’ Equity of $9,941.
Future Assets and Growth
We hope to generate limited future income from our website. However, we cannot provide absolute assurances or estimates of these revenues. The Company had Net Income on for the period ended June 30, 2010. However, the Company anticipates it may operate at a deficit for its next fiscal year and may expend most of its available capital. The Company’s cash on hand is, primarily, budgeted to cover the anticipated costs to complete, deliver and market our website and operating the businesses going forward including costs for legal, accounting and Transfer Agent services. We believe that the Company will have sufficient capital to operate its businesses over the next twelve (12) months. There can be no assurances, however, that actual expenses incurred will not materially exceed our estimates or that cash flows from our existing assets will be adequate to maintain our businesses.
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The internet marketing business is an extremely competitive industry dominated by several very large, fully integrated internet marketing companies. We hope to differentiate ourselves by being in the niche, green building materials market.
Our business model is predicated on the assumption that we can continue to generate multiple revenue streams from various advertising services on our site. The Company may lose money in its first, full year of operation and it shall require raising additional capital to develop its services. The Company plans on filing for a Secondary offering of its stock in 2010 to raise capital for its projects and concepts which will result in further dilution to shareholders.
The Company currently has one manager, Robert Kepe and no employees.
Terms of the Offering
The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. The selling stockholders are selling shares of common stock covered by this prospectus for their own account.
We will not receive any of the proceeds from the resale of these shares. The offering price of $0.15 was determined by the price shares were sold to our shareholders in a private placement memorandum plus an increase based on the fact the shares will be liquid and registered. $0.15 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board or another Exchange, at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
2
SUMMARY FINANCIAL DATA
The following summary financial data should be read in conjunction with “Management’s Discussion and Analysis and Results of Operations” and the Financial Statements and Notes thereto, included elsewhere in this prospectus. The statement of operations and balance sheet data from inception September 10, 2009 through June 30, 2010are derived from our audited financial statements.
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At June 30, 2010
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TOTAL ASSETS
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15,954 | |||
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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LIABILITIES
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Current Liabilities
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6,013 | |||
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TOTAL LIABILITIES
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6,013 | |||
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TOTAL STOCKHOLDERS’ EQUITY
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9,941 | |||
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
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15,954 | |||
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For the period September 10, 2009 (inception) through June 30, 2010
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Net Sales
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Costs
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(6,059 | ) | ||
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Net loss
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(6,059 | ) | ||
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Earning per share of common stock - Basic
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0.00 | |||
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Weighted average shares of common stock - Basic
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0 | |||
3
RISK FACTORS
Investors in RJD Green should be particularly aware of the inherent risks associated with our business. As of the date of this filing our management is aware of the following material risks.
We are significantly dependent on our sole officer and director, who has limited experience. The loss or unavailability to RJD Green of Mr. Kepe’s services would have an adverse effect on our business, operations and prospects in that we may not be able to obtain new management under the same financial arrangements, which could result in a loss of your investment.
Our business plan is significantly dependent upon the abilities and continued participation of Robert Kepe, our sole officer and director. It would be difficult to replace Mr. Kepe at such an early stage of development of RJD Green. The loss by or unavailability to RJD Green of Mr. Kepe’s services would have an adverse effect on our business, operations and prospects, in that our inability to replace Mr. Kepe could result in the loss of one’s investment. There can be no assurance that we would be able to locate or employ personnel to replace Mr. Kepe, should his services be discontinued. In the event that we are unable to locate or employ personnel to replace Mr. Kepe we would be required to cease pursuing our business opportunity, which would result in a loss of your investment.
Mr. Kepe has limited experience in framing an online sustainable building material and alternative energy marketing company. The lack of experience in framing an online sustainable building material marketing business could limit or eliminate your return on investment.
As a result of our reliance on Mr. Kepe and his lack of experience in developing an online sustainable building material and alternative energy systems marketing company, our investors are at risk in losing their entire investment. Mr. Kepe intends to hire personnel in the future, when sufficiently capitalized, who may have the experience required to manage our company, such management is not anticipated until the occurrence of future financing. Since this offering will not sufficiently capitalize our company, future offerings will be necessary to satisfy capital needs. Until such future offering occurs, and until such management is in place, we are reliant upon Mr. Kepe to make the appropriate management decisions.
Mr. Kepe is involved with other businesses including other real estate companies and there can be no assurance that he will continue to provide services to us. Mr. Kepe’s limited time devotion of less than 20 hours per month to RJD Green could have the effect on our operations of preventing us from being a successful business operation, which ultimately could cause a loss of your investment.
As compared to many other public companies, we do not have the depth of managerial or technical personnel. Mr. Kepe is currently involved in other businesses, which have not, and are not expected in the future to interfere with Mr. Kepe’s ability to work on behalf of our company. Mr. Kepe may in the future be involved with other businesses and there can be no assurance that he will continue to provide services to us. Mr. Kepe will devote only a portion, less than 20 hours per month, of his time to our activities. As our sole officer and director, decisions are made at his sole discretion and not as a result of compromise or vote by members of a board.
4
Because of market pressures from competitors with more resources, we may fail to implement our business model profitably.
The business of advertising and marketing on the Internet in general is highly fragmented and extremely competitive. The market for customers is intensely competitive and such competition is expected to continue to increase. There are no substantial barriers to entry in this market and we believe that our ability to compete depends upon many factors within and beyond our control, including the timing and market acceptance of new solutions and enhancements to existing solutions developed by us, our competitors, and their advisors.
We are dependent on the popularity of consumer acceptance of sustainable building and energy efficient materials.
Our ability to generate revenue and be successful in implementation of our business plan is dependent on consumer acceptance of sustainable building and energy efficient materials.
A drop in the retail price of conventional energy and materials may negatively impact our business.
The demand for our sustainable building materials depends in part on the price of conventional energy and materials, which affects return on investment resulting from the purchase of energy efficient systems and sustainable building materials. Fluctuations in economic and market conditions that impact the prices of conventional and non-solar renewable energy sources, such as decreases in the prices of oil and other fossil fuels, could cause the demand for energy efficient systems to decline, which would have a negative impact on our business. Changes in utility electric rates could also have a negative effect on our business.
The reduction, elimination or expiration of government subsidies and economic incentives for solar energy systems or other energy efficient systems could reduce the demand for our products.
Government subsidies are an important factor in the economic determination to purchase an energy efficient system or sustainable building materials. Certain states, including California and Colorado, localities and utilities offer incentives to offset a portion of the cost of qualified energy systems. These incentives can take many forms, including direct rebates, state tax credits, system performance payments and renewable energy credits, or RECs. The reduction or elimination of such incentives or delays or interruptions in the implementation of favorable federal or state laws could substantially increase the cost of our systems to our customers, resulting in a significant reduction in demand for our energy efficient systems, which would negatively impact our business.
Existing regulations, and changes to such regulations, may present technical, regulatory and economic barriers to the installation of energy efficient systems, which may significantly reduce demand for our energy efficient systems.
The installation of energy efficient systems and use of sustainable building materials is subject to oversight and regulation under local ordinances; building, zoning and fire codes; environmental protection regulation; utility interconnection requirements for metering; and other rules and regulations. We attempt to keep up-to-date about these requirements on a national, state and local level and must design and install our energy efficient systems to comply with varying standards. Certain cities may have ordinances that prevent or increase the cost of installation of certain energy systems. In addition, new government regulations or utility policies pertaining to the installation of energy efficient systems are unpredictable and may result in significant additional expenses or delays, which could cause a significant reduction in demand for sustainable building materials and energy efficient systems.
5
We will require additional financing in order to implement our business plan. In the event we are unable to acquire additional financing, we may not be able to implement our business plan resulting in a loss of revenues and ultimately the loss of your investment.
Due to our start-up nature, we will have to incur the costs of advertising which is intended to generate revenue from sales and advertising, in addition to hiring new employees and commencing additional marketing activities. To fully implement our business plan we will require substantial additional funding. This offering, if successful, will only enable us to commence a modest website. Proceeds will also assist us in further developing our initial business operations, including the enhancement of our website; however will not be sufficient to allow us to expand our business meaningfully. Additionally, since the net offering proceeds have been earmarked for advertising expenses, some website development fees, and minimal working capital, we will not be capitalized sufficiently to hire or pay employees.
Following this offering we will need to raise additional funds to expand our operations. We plan to raise additional funds through private placements, registered offerings, debt financing or other sources to maintain and expand our operations. Adequate funds for this purpose on terms favorable to us may not be available, and if available, on terms significantly more adverse to us than are manageable. Without new funding, we may be only partially successful or completely unsuccessful in implementing our business plan, and our stockholders will lose part or all of their investment.
There is no current public market for our common stock; therefore you may be unable to sell your securities at any time, for any reason, and at any price, resulting in a loss of your investment.
As of the date of this prospectus, there is no public market for our common stock. Although we plan, in the future, to contact an authorized OTC Bulletin Board market maker for sponsorship of our securities on the Over-the-Counter Bulletin Board, there can be no assurance that our attempts to do so will be successful. Furthermore, if our securities are not quoted on the OTC Bulletin Board, or elsewhere, there can be no assurance that a market will develop for the common stock or that a market in the common stock will be maintained. As a result of the foregoing, investors may be unable to liquidate their investment for any reason. We have not originated contact with a market maker at this time, and do not plan on doing so until completion of this offering.
Because our common stock is deemed a low-priced “Penny” stock, an investment in our common stock should be considered high risk and subject to marketability restrictions.
Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment even if and when a market develops for the common stock. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:
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Deliver to the customer, and obtain a written receipt for, a disclosure document;
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Disclose certain price information about the stock;
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Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;
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Send monthly statements to customers with market and price information about the penny stock; and
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In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.
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Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.
DILUTION
The common stock to be sold by the selling shareholders is common stock that is currently issued. Accordingly, there will be no dilution to our existing shareholders.
SELLING SECURITY HOLDERS
The shares being offered for resale by the selling stockholders consist of the 705,000 shares of our common stock of which 130,000 shares are held by 28 shareholders of our common stock which sold in our Regulation D offering completed in June 2010. The remaining 575,000 were sold at a price of $.01 per share to various insiders, consultants, family members, and our officer.
The following table sets forth the name of the selling stockholders, the number of shares of common stock beneficially owned by each of the selling stockholders as of November 1, 2010 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.
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Shareholder Name
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Address
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Shares Owned Prior to Offering
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Shares of common stock owned after offering
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Alliance Real Estate Development(1)
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1560-1 Newbury Rd #180
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Newbury Park
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Ca
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91320
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101,000
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0
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Alliance Real Estate Development(2)
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1441 E. Hillcrest Drive
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Thousand Oak
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Ca
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91360
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200,000
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0
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Mary Kepe(3)
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1560-1 Newbury Rd #180
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Newbury Park
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Ca
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91320
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1,000
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0
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Robert Kepe(4)
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1560-1 Newbury Rd #180
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Newbury Park
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Ca
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91320
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275,000
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0
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Robert Kepe(4)
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1560-1 Newbury Rd #180
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Newbury Park
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Ca
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91320
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100,000
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0
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Brady Andersen
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2388 Calle Allicema
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Thousand Oak
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Ca
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91360
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1,500
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0
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Kanan Andresen
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2388 Calle Allicema
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Thousand Oak
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Ca
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91360
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1,500
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0
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Richard N. Vang(5)
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2206 Los Altos Ave
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Clovis
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Ca
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93611
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200
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0
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Anita Vang (5)
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2206 Los Altos Ave
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Clovis
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Ca
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93611
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200
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0
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Lei Full Vang (5)
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2206 Los Altos Ave
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Clovis
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Ca
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93611
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200
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0
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Felomina Chapple
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14930 Cherry Grove Ct
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Tustin
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Ca
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92780
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1000
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0
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Rodolfo Chapple
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14930 Cherry Grove Ct
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Tustin
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Ca
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92780
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200
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0
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Michele C. Lee (5)
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12652 James Ave
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Garden Grove
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Ca
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92843
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200
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0
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Bouachine Souvanna Vong (5)
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2606 S. Pacific Ave
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Santa Ana
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Ca
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92704
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200
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0
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Frederick K. Lee
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12652 James Ave
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Tustin
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Ca
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92843
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200
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0
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Maylo Lee
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66 Monserrat Pl
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Foothill Ranch
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Ca
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92610
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200
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0
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Jonathan Lee (5)
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3014 S. Thornton St
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Santa Ana
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Ca
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92704
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1,000
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0
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Stephany Lee (5)
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3014 S. Thornton St
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Santa Ana
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Ca
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92704
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1,000
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0
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Richard Lee (5)
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3014 S. Thornton St
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Santa Ana
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Ca
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92704
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1,000
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0
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Nhia Lee (5)
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3014 S. Thornton St
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Santa Ana
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Ca
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92704
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1,000
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0
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Pheng Lee (5)
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3014 S. Thornton St
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Santa Ana
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Ca
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92704
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1,000
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0
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Anousone Sisomseunh
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1405 N. West St
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Santa Ana
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Ca
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92703
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200
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0
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Keomany Sisomseunh
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1405 N. West St
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Santa Ana
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Ca
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92703
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200
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0
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Thor Lee (5)
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14571 Bowling Green
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Westminster
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Ca
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92683
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1,000
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0
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Ada Maomee Xiong
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14571 Bowling Green
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Westminster
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Ca
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92683
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1,000
|
0
|
|
Yia Ly
|
14571 Bowling Green
|
Westminster
|
Ca
|
92683
|
500
|
0
|
|
Ka Joua Y. Kha
|
6330 Patterson Way
|
Sacramento
|
Ca
|
95828
|
1,000
|
0
|
|
Yeu Yang Ly
|
14571 Bowling Green
|
Westminster
|
Ca
|
92683
|
500
|
0
|
|
Yengnong Ly
|
354 N. Cypress Ave
|
Fresno
|
Ca
|
93727
|
1,000
|
0
|
|
Toufu Yang
|
1759 Fiesta Ln
|
Green Bay
|
Wi
|
54302
|
1,000
|
0
|
|
Mai Lor
|
1759 Fiesta Ln
|
Green Bay
|
Wi
|
54302
|
1,000
|
0
|
|
Winchester Investments (6)
|
34721 Myrtle Court
|
Winchester
|
Ca
|
92596
|
10,000
|
0
|
|
TOTAL
|
705,000
|
0
|
8
|
(1)
|
Alliance Real Estate is solely owned by our sole officer and director Robert Kepe.
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(2)
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Alliance Real Estate is solely owned by our sole officer and director, Robert Kepe.
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(3)
|
Mary Kepe is the wife of Robert Kepe.
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(4)
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Robert Kepe is our sole officer and director.
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(5)
|
Robert Kepe is our sole officer and director.
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(6)
|
Winchester Investments, LLC is managed by David Utley.
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PLAN OF DISTRIBUTION
The selling security holders may sell some or all of their shares at a fixed price of $0.02 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. Prior to being quoted on the OTCBB, shareholders may sell their shares in private transactions to other individuals. We plan, in the future, to contact an authorized OTC Bulletin Board market maker for sponsorship of our securities on the Over-the-Counter Bulletin Board, there can be no assurance that our attempts to do so will be successful. Furthermore, if our securities are not quoted on the OTC Bulletin Board, or elsewhere, there can be no assurance that a market will develop for the common stock or that a market in the common stock will be maintained. As a result of the foregoing, investors may be unable to liquidate their investment for any reason. We have not originated contact with a market maker at this time, and do not plan on doing so until completion of this offering.
Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the Over the Counter Bulletin Board (OTCBB) when this Registration Statement is declared effective by the SEC. In order to be quoted on the Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. However, sales by a selling security holder must be made at the fixed price of $0.02 until a market develops for the stock. In the event we are successful in our attempts to have a market maker quote our stock on the OTCBB, we will need to comply with ongoing reporting requirements in order to insure that the market maker will continue to quote our stock.
The Selling Stockholder and intermediaries through whom such securities are sold may be deemed "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), in which event profits, discounts or commissions received by such persons may be deemed to be underwriting commissions under the Securities Act.
All expenses of the registration of securities covered by this Prospectus are to be borne by the Company, except that the Selling Stockholder will pay any applicable underwriters' commissions, fees, discounts or concessions or any other compensation due any underwriter, broker or dealer and expenses or transfer taxes.
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Once a market has been developed for our common stock, the shares may be sold or distributed from time to time by the selling stockholders directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:
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ordinary brokers transactions, which may include long or short sales,
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transactions involving cross or block trades on any securities or market where our common stock is trading, market where our common stock is trading,
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•
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through direct sales to purchasers or sales effected through agents,
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•
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through transactions in options, swaps or other derivatives (whether exchange listed of otherwise), or exchange listed or otherwise), or
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•
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any combination of the foregoing.
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In addition, the selling stockholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales are permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus.
Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares. We will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $16,210.
DESCRIPTION OF SECURITIES TO BE REGISTERED.
General
Our authorized capital stock consists of 75,000,000 Shares of common stock, $0.001 par value per Share Common Stock.
We are authorized to issue 75,000,000 shares of common stock, $0.001 par value per share. Currently we have 705,000 common shares issued and outstanding. We do not have any holding period requirements for our common stock.
The holders of our common stock have equal ratable rights to dividends from funds legally available if and when declared by our board of directors and are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs. Our common stock does not provide the right to a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stock holders are entitled to one non-cumulative vote per share on all matters on which shareholders may vote.
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We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the state of Nevada for a more complete description of the rights and liabilities of holders of our securities. All material terms of our common stock have been addressed in this section.
Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.
Preferred Stock
We are currently not authorized to issue shares of preferred stock.
Dividends
We have not paid any cash dividends to shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
Warrants
There are no outstanding warrants to purchase our securities.
Options
There are no options to purchase our securities outstanding.
No Public Market for Common Stock
There is presently no public market for our common stock. We anticipate applying for trading of our common stock on the over the counter bulletin board, maintained by FINRA, upon the effectiveness of the registration statement of which this prospectus forms a part.
There are several requirements for listing our shares on the Over the Counter bulletin board, including:
* we must make filings pursuant to Sections 13 and 15(d) of the Securities Exchange Act of 1934;
* we must remain current in our filings;
* we must find a member of FINRA to file a form 211 on our behalf. The information contained within form 211 includes comprehensive data about our company and our shares. Form 211 and our prospectus are filed with FINRA so that they can determine if there is sufficient publicly available information about us and whether our shares should be listed for trading.
We can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.
Penny Stock Reform Act of 1990
The Securities Enforcement and Penny Stock Reform Act of 1990 require additional disclosure for trades in any stock defined as a penny stock. The Securities and Exchange Commission has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to exceptions. Under this rule, broker/dealers who recommend these securities to persons other than established customers and accredited investors must make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to a transaction before sale. Our shares will probably be subject to the Penny Stock Reform Act, thus potentially decreasing the ability to easily transfer our shares.
11
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
The financial statements included in this prospectus and the registration statement have been audited by Stan J.H. Lee, CPA to the extent and for the period set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
Jillian Ivey Sidoti will be paid 10,000 shares of stock for services rendered relating to this S-1 registration statement.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
No director of RJD Green will have personal liability to us or any of our stockholders for monetary damages for breach of fiduciary duty as a director involving any act or omission of any such director since provisions have been made in our Articles of Incorporation limiting such liability.
RJD Green is a development stage company incorporated in the State of Nevada in September 2009. We were formed to engage in the business of advertising and marketing service green building supplies, green builders, appliances, and other green technologies for home building. During our initial year of formation we concentrated our energies on analyzing the viability of our business plan, and establishing our business model. Additionally, we are in the process of expanding our website, which upon completion will address the aspects of our business concept as set forth below. We commenced our business operations in April 2010 through the posting of the initial page of our website (www.rjdgreen.com)
We are attempting to build www.rjdgreen.com into an Internet based directory for green service providers and building products for consumers and professional in addition to a comprehensive consumer information website. Our principal goal is to earn revenues by uniting buyers and sellers of green building supplies for residential real estate in the United States. In order to generate revenues during the next twelve months, we must:
12
1. Enhance our existing website – We believe that using the Internet for an green building products directory and consumer information facility will provide us a base for operating our company. We registered the domain name www.rjdgreen.com, and have developed a preliminary website, where we expect to expand the site to be more comprehensive. We have begun construction on the preliminary aspects of our website, and intend to have a fully developed website during the second quarter of 2010.
2. Develop and implement a marketing plan – Once we establish our presence on the Internet, we intend to devote our efforts to developing and implementing a plan to market our services to businesses. In order to promote our company and attract customers, we plan to advertise via the Internet in the form of banner ads, link sharing programs and search engine placements. We expect to generate some revenues from a directory of providers of green building products and services during the third quarter of 2010, however, during the fourth quarter of 2010 we expect to formalize and implement a marketing scheme to provide retailers of green building products and services with an additional marketing outlet.
3. Develop and implement a comprehensive consumer information website – In addition to providing a consumers with a directory of green building product and service providers, we intend to develop a consumer information website. This consumer information website is intended to let shoppers research the most detailed information regarding green building technologies.
We have limited start-up operations and generated no revenues. Our operations, to date, have been devoted primarily to startup and development activities, which include the following:
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Formation of the company;
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•
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Creation of our initial website, www.rjdgreen.com
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•
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Research of our competition;
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•
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Development of our business plan
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•
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Research of software to assist us in our anticipated website development; and
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Establishment of listing criteria.
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Business of Issuer
We are developing an online directory for retailers of green building products, supplies, and services aimed at consumers. We believe that by limiting our directory that we stand a better chance of developing a marketplace for that is targeted to a specific set of advertisers. Upon completion of our website, RJD Green is intended to have a website which will be a fully automated, topically arranged, intuitive, and easy-to-use service that supports a searching experience in which sellers highlight various green building products for sale in various location.
One stop at www.rjdgreen.com is intended to let consumers research online before making the actual purchase of green products, supplies or services. We are designing our website, and browsing experience to let shoppers research detailed product information including carbon footprint and cost savings information. Consumers will be able to write reviews of various products on our site.
13
We intend to be an Internet destination and directory in the United States for consumers seeking information regarding green products, supplies, and services for building. We intend to utilize the power of the Internet to aggregate in a single location an extensive network of industry participants and a comprehensive database of product information to create a directory that is local, regional and national in nature.
Based upon our business model, we intend to provide significant benefits to retailers, consumers and other industry participants by enabling them to advertise, interact and learn with what we believe is a significant online consumer audience related to green products and technology.
Upon completion, we intend our website to allow consumers to effectively navigate a large database of green providers in the United States, thereby optimizing their ability to find green providers of their choice in their chosen geographic area. We also intend to provide one of the most comprehensive sources of consumer green product and service information.
Our business model is being built on multiple revenue streams from a variety of industry participants interested in marketing their services to our consumer audience. We anticipate generating our revenues primarily from fees from green product and service sellers. We also intend to generate revenues from advertising from companies interested in reach an environmentally conscious audience.
Inefficiencies of Traditional Advertising Methods
There is a highly fragmented system of advertising and promotional methods are typically able to reach only consumers in a limited local or regional geographic area for green products. Traditional mass advertising media, such as newspapers, radio or television, are also inefficient because they reach many consumers who are not consumers of green produts and they do not provide a means to target advertising to consumers who are likely to purchase based upon their individual preferences and interests. Moreover, the costs associated with traditional mass advertising typically rise every year, generally without attendant increases in the size or precision of the audience delivery.
For the consumer, the process researching locations to buy green products is generally viewed as an inefficient process. Consumers historically have not had access in a single, centralized location to the information needed to research and evaluate green product purchasing decisions.
The Online Green building product Opportunity
Because of the size and fragmented nature of the fuel industry and its reliance on the exchange of information, the Internet provides an efficient platform for retailers to aggregate and disseminate information to consumers as well as to expose both consumers and dealers to an extensive range of buying opportunities. Compared with traditional media, the Internet provides significant advantages to retailers and dealers of green building products in that they have the ability to target local buyers more cost-effectively, differentiate their products and services more effectively and expand the size of their market to reach potential consumers beyond their normal trading area.
14
We believe that consumers are increasingly using the Internet when making purchase decisions about green building products because of the inadequacy of available information from other sources and the convenience of searching a database of aggregated green building product supplier information from the privacy of their home or office. While the Internet substantially increases the amount of information available for researching and evaluating green product purchasing decisions and choices, this information is often not aggregated at a central, organized source.
Our Solution
We believe that by providing a marketplace on the Internet where dealers and consumers of green building products can meet in a single location will deliver significant value. A powerful Internet marketplace can provide national chains, sellers, resellers, and other providers of green products and services and national advertisers an effective environment for reaching an economically and geographically diverse group of targeted consumers who have expressed an interest in green building product information by logging onto our website. Our website is being designed to provide consumers with a "one-stop" destination that incorporates all aspects of content related to green building products.
Significant Benefits to Retailers
If we are able to structure our website the way we envision the website in our business plan, then we believe we will provide significant benefits to consumers such as:
Significant Benefits to Consumers
We expect that our website will become a consumer destination for ethanol associated fuels. We will allow consumers to compare prices and services of various green product retailers in their areas.
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Online Consumer Audience. We believe we can offer retailers a single point to reach consumers nationwide Who are interested in purchasing green building products for immediate consumption.
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Low Cost and Flexible Services. We intended to offer services to retailers on a local, regional or national basis. They will be able to post ads and directions to their outlets quickly and at a cost lower than traditional media.
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Wide Range of Listing and Advertising Products. We believe we will offer a host of products aimed at environmentally Friendly motoring. We will also offer our customers
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o
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enhanced listings, similar to bold listings in the Yellow Pages;
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o
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inventory pages, which enable visitors to view entire inventory of green building products;
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website links, own website;
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o
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website design and hosting, which provide retailers with their own website
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o
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banner advertising, Web page as it is being viewed by a potential buyer determined by search criteria, including geography and vehicle year, make, model and pricing.
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15
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Access to Database of Consumer Buying Trends. Based upon the design of the software we intend to employ, we will have gathered Data that will show where green building products are most likely to be purchased and in which part of the country.
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National Advertisers. By utilizing the wide range of targeted marketing offerings of RJD Green, national advertisers may be able to gain exposure to a targeted group of exotic auto purchase-minded consumers at the moment when these consumers are directly engaged in a search for information regarding green building products and services on our website. We intend to establish national advertising accounts with the green product industry, however at this time no such contact has been established.
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STRATEGY
Our objective is to build and maintain an online directory for facilitating transactions between retailers and petroleum markers and consumers of ethanol associated fuels. We intend to accomplish our objective by pursuing the following strategic initiatives:
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Enhance and Broaden Services and Content Offerings
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We anticipate offering products and services such as expanded advertising and promotional opportunities, forms of enhanced listings, product provider website services, and information related to the benefits of green building products. We also plan to enhance and expand the selection criteria of our customer-driven search tools by allowing searches that include desired miles per gallon or carbon dioxide reduction levels to pinpoint even more effectively the green building product of the consumer's choice. We currently do not have the required software to provide for the type of searches we anticipate; however we have commence the evaluation process.
We intend to further integrate content offerings with our search and purchase functions by deploying new enhanced versions of our website thereby further establishing ourselves as a comprehensive, independent destination for green building product information and encouraging repeat user visits. Additionally, we intend to broaden the resources available to consumers by developing relationships with other leading green product content providers working in environmentally friend areas of motoring.
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Increase Brand Awareness and Consumer Traffic
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We believe that building consumer and dealer awareness of the rjdgreen.com brand and the products and services that we offer is critical to our effort to build an Internet marketplace destination for exotic used vehicle buying and selling and obtaining information regarding green products and services. We intend to focus our consumer marketing efforts primarily on online advertising with selected high traffic Internet portals and websites. Our strategy is to further increase our brand awareness and website traffic through advertising efforts encompassing online advertising methods and appearing at select trade shows for consumer green products.
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Leverage Our Business Model
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16
Our business model revolves around facilitating the interaction between buyers and sellers of environmentally responsible motoring through the use of green building products. By combining an expansion of consumer traffic to our website with an expansion of the size and information content of our listing database, we expect to continue to experience rapid growth in the generation of leads for suppliers and other industry participants. We are developing a scalable business model characterized by multiple revenue streams, a significant portion of which are recurring in nature:
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placement and advertising fees from sellers and dealers of green building products;
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revenue from facilitating e-commerce transactions for aftermarket products);
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fees from national advertising programs, promotions and services.
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Services to Consumers
We intend to offer consumers a "one-stop" shopping website with all of the information and tools a consumer needs to purchase green building products for their cars.
Product Provider Search, Selection and Listing.
Our proposed website will make the green product supplier search, selection and listing process easy by providing a searchable database of product provider listings, a user-friendly online forms and access to maps and directions. More specifically, we intend to provide consumers with the following services:
Services to Other Industry Participants
We intend to offer vendors of green products and services the ability to reach purchase-minded, or service minded consumers on our website in order to capture sales opportunities for which we receive commissions and advertising fees. Our focus will be on industry participants selling products dedicated to environmentally responsible motoring.
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Searchable Product Provider Listings. Search our database by city, state, zip code and geographic location and obtain contact information such as e-mail addresses, telephone numbers and maps with directions.
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"Product FAQs” Lean about the different types of green building products for your home
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Product Information and Consumer Tools. Our website will help consumers select the right vehicle for them based upon their individual preferences, price parameters and financial condition. We intend to provide consumers with expert reviews and advice relating to the green market. More specifically, we anticipate providing consumers with the following services:
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Decision Guide. Complete a simple "Custom Search" question-and-answer form in our interactive decision guide to find out which vehicle best fits the consumer's desires, needs and budget.
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Fuel Reviews and Comparisons. Review fuels from such leading content providers and other consumers.
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Pricing Guides. A guide to prices for green building products.
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Aftermarket Goods and Services
17
Advertising. If we are successful with our website, we intend to provide national and regional industry participants, who sell aftermarket goods and services, with an effective, efficient and accessible website on which to promote their products and services.
Technology
In order to operate our website, we will be required to have a scalable user interface and transaction processing system that is designed around industry standard architectures and externally developed non-proprietary software, such as that provided by SAS. The system will be required to maintain operational data records regarding service and product providers.
The system will be required to have the capability to provide petroleum sellers, advertisers and vendors with online access to information relevant to their business. For example, these vendors should be able to access an www.rjdgreen.com extranet (Dealers.rjdgreen.com to manage their products and services by adding, modifying or updating their listings, as well as uploading pictures or text.
Our operations will be required to provide website services 24 hours a day, seven days a week with occasional short interruptions due to maintenance or system problems, such as power failures or router failures. We will be required to have two website hosting operations for redundancy and load distribution, with two separate locations. Both of these hosting facilities will be required to be state-of-the-art with multiple redundancies for power and network components. Additionally, at each facility, our systems will be required to have redundant units such as multiple Web servers and databases. These systems are expensive and cause us a capital outlay which were currently do not have.
Competition
We compete against a variety of websites offering similar content. Barriers to entry on the Internet are relatively low; however, most other websites do not currently offer our proposed unique blend of product provider listings, green products and services and relevant content offerings. We anticipate facing significant competition in the future from new websites that offer the same emphasis on environmentally responsible motoring and services and existing websites that introduce competing services.
Advertising Media
Our product and service listing services, when available, will compete against a number of websites that offer both information and product information featuring suppliers and sellers. We will also be competing with traditional media companies such as newspapers (print magazines specializing in environmentally responsible lifestyles which could include ownership and operation of motor vehicles.
Products and Services
Our proposed green technology e-commerce service offerings will, upon completion, compete against a verity of Internet and offline green technology companies. There are a number of websites that offer green technology products and services, some of which have substantial green product listings and shopping information. We will also face competition indirectly from traditional offline stores that offer green products and services similar to those proposed to be on our website.
18
Content Offerings
Our content offerings will compete with both Internet and offline content providers. There are a number of websites that provide content related to environmentally responsible living. In addition, print content providers such as magazines, books and newspapers also provide similar content.
We believe that the principal competitive factors in attracting vendors, suppliers, and advertisers should include:
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a large volume of website consumer traffic;
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an awareness of brand and brand loyalty;
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the demographics of environmentally responsible consumers; and
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the cost effectiveness of advertising on a website, including the ability to target advertising to specific audiences.
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We believe that the principal competitive factors in attracting consumers to our website are:
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breadth and depth of green building product provider listings;
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brand awareness and loyalty;
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ease of use;
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website functionality, responsiveness and information;
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a positive browsing experience for the consumer; and
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quality of content, other service offerings and customer service.
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Intellectual Property & Proprietary Rights
Upon completion of our website, we will regard substantial elements of our website and underlying technology as proprietary and attempt to protect them by relying on trademark, service mark and trade secret laws, restrictions on disclosure and transferring title and other methods. We currently do not have any technology we consider proprietary, as we are currently in our development stage.
Employees
We are a development stage company and currently have only one part-time employee, Robert Kepe, who is also our sole officer and director. We look to Mr. Kepe for his entrepreneurial skills and talents. It is Mr. Kepe who provided us our business plan. For a discussion of Mr. Kepe’s experience, please see “Director, Executive Officers, Promoters and Control Persons.” Initially Mr. Kepe will coordinate all of our business operations. Mr. Kepe has provided the working capital to cover our initial expense. We plan to use consultants, attorneys, accountants, and technology personnel, as necessary and do not plan to engage any additional full-time employees in the near future. We believe the use of non-salaried personnel allows us to expend our capital resources as a variable cost as opposed to a fixed cost of operations. In other words, if we have insufficient revenues or cash available, we are in a better position to only utilize those services required to generate revenues as opposed to having salaried employees. We may hire marketing employees based on the projected size of the market and the compensation necessary to retain qualified sales employees: however we do not intend to hire these individuals within the next 12 months. A portion of any employee compensation likely would include the right to acquire our stock, which would dilute the ownership interest of holders of existing shares of our common stock.
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Mr. Kepe is spending the time allocated to our business in handling the general business affairs of our company such as accounting issues, including review of materials presented to our auditors, working with our counsel in preparation of filing our S-1 registration statement, and developing our business plan and overseeing the technological aspects of our business, including the analysis of various software companies capable of generating the type of software we require.
We are not subject to the informational requirements of the Securities Exchange Act of 1934, as amended. Once our registration statement is effective and our securities are registered under the exchange act, we will file supplementary and periodic information, documents and reports that are required under section 13 of the Securities Act of 1933, as amended, with the Securities and Exchange Commission. Such reports, proxy statements and other information will be available through the Commission’s Electronic Data Gathering Analysis and Retrieval System which is publicly available through the Commission’s website (http://www.sec.gov).
We intend to furnish annual reports to stockholders, which will include audited financial statements reported on by our Certified Public Accountants. In addition, we will issue unaudited quarterly or other interim reports to stockholders, as we deem appropriate or required by applicable securities regulations.
The following discussion and analysis should be read in conjunction with our financial statements and the notes thereto contained elsewhere in this filing.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
With the exception of historical matters, the matters discussed herein are forward-looking statements that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements concerning anticipated trends in revenues and net income, projections concerning operations and available cash flow. Our actual results could differ materially from the results discussed in such forward-looking statements. The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto appearing elsewhere herein.
Background Overview
RJD Green, Inc. a Nevada company, is a development stage company incorporated in the State of Nevada in September 2009. We were formed to engage in the business of marketing and promoting green technologies, services, appliances, building materials and other green products suitable for residential buildings through our online website, (www.rjdgreen.com.). In April 2010, we commenced our planned principal operations, and therefore have no significant assets. To date, we developed our business plan and secured a developer for the initial website design and have launched a preliminary site focused on green building materials and green technologies for the edification of builders, consumers, architects, and other residential building professionals. We intend to generate revenues from advertising. We need to build out our website in greater detail to focus on specific local markets. Additionally, we need to complete a database and search function on our site to highlight specific cities and states that have high concentrations of those consumers seeking green technology, appliances and building supplies for their homes.
20
Since our inception in September 2009 to June 30, 2010, we have not generated any revenues and have incurred a net loss of $6,059. During this time, we incurred costs related to our incorporation, bank fees, legal fees, and accounting fees amounting to $6,059. Hence, we incurred operating expenses of $6,059 (inclusive of professional fees) resulting in a cumulative loss of $6,059. Until April 2010, our only business activity was the formation of our corporate entity, creation of our business model, and analyzing the viability of our business. We believe that sales revenue and small amounts of equity will be sufficient to support the limited costs associated with our initial ongoing operations for the next twelve months. There can be no assurance that the actual expenses incurred will not materially exceed our estimates or that cash flows from listing fees will be adequate to maintain our business. As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors’ report to the financial statements included in the registration statement.
Results of Operations
For the period ended June 30, 2010
There were no revenues for the period from inception to June 30, 2010.
The company did not pay nor recognize any interest expense for the period ended June 30, 2010.
Liquidity and Capital Resources
The Company has $15,954 in cash. The investigation of prospective financing candidates involves the expenditure of capital. The Company will likely have to look to Mr. Kepe or to third parties for additional capital. There can be no assurance that the Company will be able to secure additional financing or that the amount of any additional financing will be sufficient to conclude its business objectives or to pay ongoing operating expenses.
In the past, Mr. Kepe has provided any cash needed for operations, including any cash needed for this Offering. To date, Mr. Kepe has lent the Company $3,513. Mr. Kepe intends to lend the Company additional capital to pay the accounts payable and to cover any additional costs related to this Offering. The Note that Mr. Kepe currently has with the Company is a non-interest bearing, unsecured, and has no term of repayment.
Equity Distribution to Management
Since our incorporation, we have raised capital through private sales of our common equity. As of June 30, 2010, we have issued 430,000 shares of our common stock to various shareholders and our manager, Robert Kepe, in exchange for cash of and services. Specifically, Mr. Kepe received 275,000 shares in exchange for services relating to our organization, and development or our business plan.
21
Off-Balance Sheet Arrangements
We do not have any 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.
We currently maintain an office at 1560-1 Newbury Rd #180, Newbury Park, CA. We have no monthly rent, nor do we accrue any expense for monthly rent. Mr. Kepe, our sole officer and director, and our employee provides us a facility in which we conduct business on our behalf. Mr. Kepe does not receive any remuneration for the use of this facility or time spent on behalf of us. We do not believe that we will need to obtain additional office space at any time in the foreseeable future, approximately 12 months, until our business plan is more fully implemented.
As a result of our method of operations and business plan we do not require personnel other than Mr. Kepe to conduct our business. In the future we anticipate requiring additional office space and additional personnel; however, it is unknown at this time how much space or how many individuals will be required.
The Company utilizes office space provided at no cost from Mr. Kepe, our sole officer and director. Office services are provided without charge by the Company’s director. Such costs are immaterial to the financial statements and, accordingly, have not been reflected.
During July of 2010, Mr. Kepe received 100,000 shares of common stock, at a price of $0.001 per share. He received an additional 275,000 shares in connection with his services related to the development of our business plan and organizational services related to the Company and this Offering. Mr. Kepe is the sole officer, director, and promoter of RJD Green and developed the business plan.
Mr. Kepe currently holds a promissory note with the Company for lending $3,513 to the Company for operating expenses. The promissory note does not have a term of repayment, is non-interest bearing, and is unsecured.
We intend to file for inclusion of our common stock on the Over-the-Counter Bulletin Board; however, there can be no assurance that FINRA or NASDAQ will approve the inclusion of the common stock. Prior to the effective date of this offering, our common stock was not traded.
22
DIVIDENDS
The payment of dividends is subject to the discretion of our Board of Directors and will depend, among other things, upon our earnings, our capital requirements, our financial condition, and other relevant factors. We have not paid or declared any dividends upon our common stock since our inception and, by reason of our present financial status and our contemplated financial requirements, do not anticipate paying any dividends upon our common stock in the foreseeable future.
We have never declared or paid any cash dividends. We currently do not intend to pay cash dividends in the foreseeable future on the shares of common stock. We intend to reinvest any earnings in the development and expansion of our business. Any cash dividends in the future to common stockholders will be payable when, as and if declared by our Board of Directors, based upon the Board’s assessment of:
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•
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our financial condition;
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•
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earnings;
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•
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need for funds;
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•
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capital requirements;
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•
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prior claims of preferred stock to the extent issued and outstanding; and
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•
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other factors, including any applicable laws.
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Therefore, there can be no assurance that any dividends on the common stock will ever be paid.
The following table sets forth the cash compensation of our sole officer and director, Robert Kepe from inception (September 15, 2009) to October 31, 2010.
Summary Compensation Table
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Annual Compensation
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Long Term Compensation
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|||||
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Name and Principal Position
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YTD
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Salary
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Bonus
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Other Annual
Compensation
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Restricted
Stock
|
Options
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Robert Kepe,
President, Secretary Treasurer
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2009
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$-0-
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-0-
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-0-
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-0-
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-0-
|
|
2010
|
$-0-
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-0-
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-0-
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-0-
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-0-
|
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Mr. Kepe has not received any monetary compensation or salary since the inception of the Company. Mr. Kepe has agreed to not receive any compensation or enter into any employment agreements until the Company begins operations.
Directors’ Compensation
Directors are not entitled to receive compensation for services rendered to RJD Greens, or for each meeting attended except for reimbursement of out-of-pocket expenses. There are no formal or informal arrangements or agreements to compensate directors for services provided as a director.
23
Stock Option Grants
RJD Green did not grant any stock options to the executive officer during the most recent fiscal period ended June 30, 2010. RJD Green has also not granted any stock options to the Executive Officers since incorporation.
Employment Agreements
There are no current employment agreements or current intentions to enter into any employment agreements.
Future Compensation
Mr. Kepe has agreed to provide services to us without compensation until such time as either we have earnings from our revenue,
Board Committees
We do not currently have any committees of the Board of Directors, as our Board consists of one member. Additionally, due to the nature of our intended business, the Board of Directors does not foresee a need for any committees in the foreseeable future.
Indemnification
Under our Articles of Incorporation and Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if they acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.
Regarding indemnification for liabilities arising under the Securities Act which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Securities Act and is, therefore, unenforceable.
Transfer Agent
The transfer agent for the common stock will be Worldwide Stock Transfer, LLC
433 Hackensack Avenue - Level L, Hackensack, NJ 07601.
REPORTS TO SECURITY HOLDERS
RJD Green, INC. is not a reporting issuer under the Securities Exchange Act of 1934. As a result of this offering, we will become subject to the informational requirements of the 1934 Act for a period of at least one fiscal year.
FINRA requires that all issuers maintaining quotations of their securities on the OTC Bulletin Board file periodic reports under the 1934 Act. In order to maintain such a quotation, we will have to register our securities under the 1934 Act on form 8-A or form 10.
24
We may cease filing periodic reports with the Securities and Exchange Commission if:
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*
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We have less than 300 stockholders of record; or
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*
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We have less than 500, but more than 300, stockholders of record, and our total assets did not exceed $10 million on the last day of each of our three most recent fiscal years.
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Because of the requirement that we file periodic reports in order to have our common stock quoted on the OTC Bulletin Board, we do not intend to suspend our reporting obligations in the foreseeable future.
The public may read and copy any materials that we file with the Commission at the Commission’s Public Reference Room at 100 F St,, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission. The address of that site is http://www.sec.gov.
We intend to furnish to our stockholders annual reports containing financial statements audited and reported upon by our independent accounting firm, and such other periodic reports as we may determine to be appropriate or as may be required by law.
25
RJD GREEN INC.
1441 E. HILLCREST DRIVE
THOUSAND OAKS CA 91362
FINANCIAL STATEMENTS
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INDEX TO FINANCIAL STATEMENTS
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INDEPENDENT AUDITORS” REPORT
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F-1
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BALANCE SHEET AS OF JUNE 30, 2010
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F-2
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STATEMENT OF OPERATIONS
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F-3
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STATEMENT OF STOCKHOLDER EQUITY (DEFICIT)
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F-4
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STATEMENT OF CASH FLOWS
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F-5
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NOTES TO FINANCIAL STATEMENTS
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F-6
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26
Stan J.H. Lee, CPA
2160 North Central Rd. Suite 203 tFort Lee t NJ 07024
P.O. Box 436402 t San Ysidrot CA 92143-9402
619-623-7799 tFax 619-564-3408 t E-mail) stan2u@gmail.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
RJD Green Inc.
(A Development Stage Company)
We have audited the accompanying balance sheet of RJD Green Inc. as at June 30, 2010, and the related statements of operation, shareholders' equity (deficit) and cash flows for the period from September 1 , 2009 ( inception date) to June 30, 2010. 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.
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 audit 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. An audit includes 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 control over financial reporting. Accordingly, we 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. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of RJD Green Inc. as at June 30, 2010, and the results of its operation and its cash flows for the period aforementioned in conformity with U.S. generally accepted accounting principles.
The financial statements have been prepared assuming that the Company will continue as a going concern.
As discussed in the note to the financial statements, the Company has not established any source of revenue to cover its operating costs and losses from operations raises substantial doubt about its ability to continue as a going concern.
The financial statements do not include any adjustments that might result from the outcome
of this uncertainty.
FINAL DRAFT – July 3, 2010
----------------------------------
Stan J.H. Lee, CPA
July xx, 2010
Fort Lee, NJ
F-1
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RJD Green Inc.
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||||
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( a Development Stage Company)
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Balance Sheet
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||||
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as of June 30, 2010
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||||
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Assets:
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||||
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Current Assets:
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Cash
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$ | 15,954 | ||
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Total Assets
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$ | 15,954 | ||
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Liabilities and Shareholders' Equity:
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||||
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Current Liabilities:
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||||
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Accrued expense
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$ | 2,500 | ||
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Payable to a related party
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3,513 | |||
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Total Liabilities
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6,013 | |||
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Shareholders' Equity;
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||||
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Common Stock, 75,000,000 shares authorized and 430,000 shares issued and outstanding
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430 | |||
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Paid-in capital
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15,570 | |||
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Deficit during Development Stage
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(6,059 | ) | ||
| 9,941 | ||||
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Total Liabilities and Shareholders' Equity
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$ | 15,954 | ||
The accompanying notes are an integral part of these financial statements.
F-2
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RJD Green Inc.
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( a Development Stage Company)
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Statement of Operations
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From September 10, 2009 ( the date of inception) to June 30, 2010
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Revenue
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$ | - | ||
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Operating Expenses:
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Organization Fees
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2,938 | |||
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Filing Fees
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275 | |||
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Legal and audit
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2,800 | |||
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Bank Fees
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46 | |||
| 6,059 | ||||
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Total Expenses:
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6,059 | |||
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Income ( Loss) before income taxes
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(6,059 | ) | ||
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Provision for income taxes
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- | |||
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Net loss
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$ | (6,059 | ) | |
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Weighted average common shares ( basic and diluted)
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||||
The accompanying notes are an integral part of these financial statements.
F-3
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RJD Green Inc.
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||||||||||||||||||||
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( a Development Stage Company)
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Statement of Shareholders' Equity
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||||||||||||||||||||
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From September 10, 2009 ( the date of inception) to June 30, 2010
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Number of Common Shares
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Amount
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Additional Paid-In Capital
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Deficit Accumulated during development stage
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Total
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||||||||||||||||
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||||||||||||||||||||
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Pre-Inception Balance
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- | $ | - | $ | - | $ | - | $ | - | |||||||||||
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Common Stock Issued for Cash $.01 par Value
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300,000 | 300 | 2,700 | - | 3,000 | |||||||||||||||
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Common Stock Issued for Cash $.10 par Value
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130,000 | 130 | 12,870 | - | 13,000 | |||||||||||||||
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Net Loss for the Period
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- | - | - | (6,059 | ) | (6,059 | ) | |||||||||||||
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Balance as of 6/30/2010
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430,000 | 430 | 15,570 | (6,059 | ) | 9,941 | ||||||||||||||
The accompanying notes are an integral part of these financial statements.
F-4
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RJD Green Inc.
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||||
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( a Development Stage Company)
|
||||
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Statement of Operations
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||||
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From September 10, 2009 ( the date of inception) to June 30, 2010
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||||
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|
||||
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Cash Flows From
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||||
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Operating Activities
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||||
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Net loss
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$ | (6,059 | ) | |
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Adjustments to reconcile net income (loss)
|
||||
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to net cash (used in) operations
|
||||
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Depreciation
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- | |||
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Changes in operating assets and liailities
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- | |||
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Increase (decrease) in accrued expense
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2,500 | |||
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||||
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Net Cash provided by (used in) operations
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(3,559 | ) | ||
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- | |||
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Cash Flows From
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||||
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Investing Activities
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||||
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Net cash provided by investing activities
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- | |||
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Cash Flows From
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||||
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Financing Activities
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||||
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Issuance of Common Stock for Cash
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16,000 | |||
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Iborrowing from a related party
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3,513 | |||
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Net cash provided by financing activities
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19,513 | |||
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Net increase (decrease)
|
||||
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Cash at the Beginning of the Period:
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- | |||
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Cash at the End of the Period
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15,954 | |||
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Supplemental Disclosures of Cash Flow Information
|
||||
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Interest paid
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$ | - | ||
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Income taxes paid
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$ | - | ||
The accompanying notes are an integral part of these financial statements.
F-5
RJD GREEN INC
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
RJD Green Inc. (the "Company") was incorporated under the laws of the State of Nevada on September 10, 2009 and has been inactive since inception. The Company intends to serve as an Internet based e-commerce venture.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION - DEVELOPMENT STAGE COMPANY
The Company has not earned any revenue from operations since inception. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in ASC 915, "Development Stage Entities." Among the disclosures required by ASC 915, are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception. The Company has elected a fiscal year ending on August 31.
The interim audited financial statements included in this document have been prepared on the same basis as the annual financial statements and in management's opinion, reflect all adjustments, including normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the interim periods presented.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
The Company's financial statements have been prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has historically incurred losses, which raises substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.
The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected an August 31 year-end.
F-6
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted accounting principles accepted in the United States of America requires 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. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
In April 2009, the FASB issued FASB ASC 825-10-50 and FASB ASC 270 ("FSP 107-1 AND APB 28-1 Interim Disclosures About Fair Value Of Financial Instruments"), which increases the frequency of fair value disclosures to a quarterly basis instead of on an annual basis. The guidance relates to fair value disclosures for any financial instruments that are not currently reflected on an entity's balance sheet at fair value. FASB ASC 825-10-50 and FASB ASC 270 are effective for interim and annual periods ending after August 31, 2010. The adoption of FASB ASC 825-10-50 and FASB ASC 270 did not have a material impact on results of operations, cash flows, or financial position.
CASH EQUIVALENTS
The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.
REVENUE RECOGNITION
The Company recognizes revenues and the related costs when persuasive evidence of an arrangement exists, delivery and acceptance has occurred or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Amounts invoiced or collected in advance of product delivery or providing services are recorded as deferred revenue. The Company accrues for warranty costs, sales returns, bad debts, and other allowances based on its historical experience.
STOCK-BASED COMPENSATION
We account for non-employee stock-based compensation in accordance with ASC 718 and ASC Topic 505 ("ASC 505"). ASC 718 and ASC 505 require that we recognize compensation expense based on the estimated fair value of stock-based compensation granted to non-employees over the vesting period, which is generally the period during which services are rendered by the non-employees.
INCOME TAXES
Income Taxes - The Company accounts for its income taxes under the provisions of FASB-ASC-10 "Accounting for Income Taxes." This statement requires the use of the asset and liability method of accounting for deferred income taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes, at the applicable enacted tax rates. The Company provides a valuation allowance against its deferred tax assets when the future realizability of the assets is no longer considered to be more likely than not. There were no current or deferred income tax expenses or
benefits due to the Company not having any material operations for the period from September 10, 2009 (Inception) through June 30, 2010.
F-7
BASIC EARNINGS (LOSS) PER SHARE
Earnings per share is computed in accordance with the provisions of Financial Accounting Standards (FASB) Accounting Standards Codification (ASC) Topic 260 (SFAS No. 128, "Earnings Per Share"). Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings
per share is computed using the weighted-average number of common shares outstanding during the period, as adjusted for the dilutive effect of the Company's outstanding convertible shares using the "if converted" method and dilutive potential common shares. Potentially dilutive securities include warrants, convertible stock, restricted shares, and contingently issuable shares.
IMPACT OF NEW ACCOUNTING STANDARDS
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position, or cash flow.
NOTE 3 INDEBTNESS TO A RELATED PARTY AND RELATED PARTY TRANSACTION
The company received a shareholder loan during the development period of $3,513; this loan is not interest
bearing and has no fixed terms for repayment.
The Company neither owns nor leases any real or personal property. An officer of the corporation provides office services without charge. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein.
NOTE 4 COMMON STOCK
The company is currently issuing only one class of Common Stock, this has been issued at two different prices since inception.
The initial offering of Common Stock was done at inception; there were 300,000 shares issued at $0.01 per share.
The second offering occurred during the period of operations discussed in this document, there were 130,000 shares issued for $0.10 per share.
The authorized share capital of the Company consists of 75,000,000 shares of common stock with $ .001 par value. As of June 30, 2010, the Company has and 430,000 shares of common stock issued and outstanding.
NOTE 5 INCOME TAXES
The company hasn’t completed an entire fiscal year to this point, so no assumptions can be made to tax liability, losses, carryforwards, etc. Management does project a 35% tax rate will be applied to earnings, and as the company is still in the development stage, management does project that there will be a net (loss) for the year alleviating any tax liability.
F-8
NOTE 6 GOING CONCERN
Future issuances of the Company's equity or debt securities will be required in order for the Company to continue to finance its operations and continue as a going concern. The Company's present revenues are insufficient to meet operating expenses. The financial statement of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of $ 6.059 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.
NOTE 7. COMMITMENT AND CONTIGENTCY
There is no commitment or contingency to disclose during the period ended June 30, 2010.
NOTE 8 SUBSEQUENT TRANSACTION
Subsequent Event - The Company has performed an evaluation of subsequent events in accordance with ASC Topic 855. The Company is not aware of any subsequent events which would require recognition or disclosure in the financial statements.
F-9
_______________________
RJD Green, Inc.
1560-1 Newbury Rd. #514
Newbury Park, CA 91324
818-428-1300 telephone
Until, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers.
The statutes, charter provisions, bylaws, contracts or other arrangements under which controlling persons, directors or officers of the issuer are insured or indemnified in any manner against any liability which they may incur in such capacity are as follows:
1. Title 17 of the Nevada Revised Statutes provides that each corporation shall have the following powers:
(a) NRS 78.7502 Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions.
1. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he:
(a) Is not liable pursuant to NRS 78.138; or
(b) Acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
Ê The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person is liable pursuant to NRS 78.138 or did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, or that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he:
(a) Is not liable pursuant to NRS 78.138; or
(b) Acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.
Ê Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.
(Added to NRS by 1997, 694; A 2001, 3175)
(b) NRS 78.751 Authorization required for discretionary indemnification; advancement of expenses; limitation on indemnification and advancement of expenses.
1. Any discretionary indemnification pursuant to NRS 78.7502, unless ordered by a court or advanced pursuant to subsection 2, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
2. The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.
3. The indemnification pursuant to NRS 78.7502 and advancement of expenses authorized in or ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.
(Added to NRS by 1969, 118; A 1987, 83; 1993, 976; 1997, 706; 2001, 1377, 3199)
(c) NRS 78.752 Insurance and other financial arrangements against liability of directors, officers, employees and agents.
1. A corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses.
2. The other financial arrangements made by the corporation pursuant to subsection 1 may include the following:
(a) The creation of a trust fund.
(b) The establishment of a program of self-insurance.
(c) The securing of its obligation of indemnification by granting a security interest or other lien on any assets of the corporation.
(d) The establishment of a letter of credit, guaranty or surety.
Ê No financial arrangement made pursuant to this subsection may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court.
3. Any insurance or other financial arrangement made on behalf of a person pursuant to this section may be provided by the corporation or any other person approved by the board of directors, even if all or part of the other person’s stock or other securities is owned by the corporation.
4. In the absence of fraud:
(a) The decision of the board of directors as to the propriety of the terms and conditions of any insurance or other financial arrangement made pursuant to this section and the choice of the person to provide the insurance or other financial arrangement is conclusive; and
(b) The insurance or other financial arrangement:
(1) Is not void or voidable; and
(2) Does not subject any director approving it to personal liability for his action,
Ê even if a director approving the insurance or other financial arrangement is a beneficiary of the insurance or other financial arrangement.
5. A corporation or its subsidiary which provides self-insurance for itself or for another affiliated corporation pursuant to this section is not subject to the provisions of title 57 of NRS.
(Added to NRS by 1987, 80)
2. The Issuer's Certificate of Incorporation limits the liability of its Officers and Directors to the full extent permitted by Title 17 of the Nevada Revised Statutes. The bylaws provide for indemnification in accordance with the foregoing statutory provisions.
Item 25. Other Expenses of Issuance and Distribution*
The following table sets forth all estimated costs and expenses, other than underwriting discounts, commissions and expense allowances, payable by the issuer in connection with the maximum offering for the securities included in this registration statement:
|
Amount
|
||||
|
SEC registration fee
|
$ | 7.54 | ||
|
Blue Sky fees and expenses
|
500.00 | |||
|
Legal fees and expenses
|
1,000.00 | |||
|
Accounting fees and expenses
|
5,000.00 | |||
|
Total
|
$ | 6,507.54 | ||
Item 26. Recent Sales of Unregistered Securities.
The following sets forth information relating to all previous sales of common stock by the Registrant which sales were not registered under the Securities Act of 1933.
In connection with organizing RJD GREEN, INC., in July, 2010,
Robert Kepe was issued 275,000 shares of restricted common stock in exchange for services, the business plan of RJD GREEN, INC., and RJD GREEN, INC.’s web site and domain name. Mr. Kepe also purchased 100,000 shares of stock at $.01 per share.
The foregoing purchase and sale to this sophisticated person (officer and director) who had superior access to all corporate and financial information were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) on the basis that the transaction did not involve a public offering.
Additionally, 300,000 shares were issued to various persons for services and consideration totaling $16,000 in reliance on the exemption under Rule 505 of Regulation D of the Securities Act of 1933 or under the exemption provided under Regulation S. All investors provided information claiming status as either a.) an accredited investor under Rule 501 of Regulation D or b.) a sophisticated investor.
|
Shareholder Name
|
Shares Owned Prior to Offering
|
Shares of common stock owned after offering
|
|
Alliance Real Estate Development(1)
|
101,000
|
0
|
|
Alliance Real Estate Development(2)
|
200,000
|
0
|
|
Mary Kepe(3)
|
1,000
|
0
|
|
Robert Kepe(4)
|
275,000
|
0
|
|
Robert Kepe(4)
|
100,000
|
0
|
|
Brady Andersen
|
1,500
|
0
|
|
Kanan Andresen
|
1,500
|
0
|
|
Richard N. Vang(5)
|
200
|
0
|
|
Anita Vang (5)
|
200
|
0
|
|
Lei Full Vang (5)
|
200
|
0
|
|
Felomina Chapple
|
1000
|
0
|
|
Rodolfo Chapple
|
200
|
0
|
|
Michele C. Lee (5)
|
200
|
0
|
|
Bouachine Souvanna Vong (5)
|
200
|
0
|
|
Frederick K. Lee
|
200
|
0
|
|
Maylo Lee
|
200
|
0
|
|
Jonathan Lee (5)
|
1,000
|
0
|
|
Stephany Lee (5)
|
1,000
|
0
|
|
Richard Lee (5)
|
1,000
|
0
|
|
Nhia Lee (5)
|
1,000
|
0
|
|
Pheng Lee (5)
|
1,000
|
0
|
|
Anousone Sisomseunh
|
200
|
0
|
|
Keomany Sisomseunh
|
200
|
0
|
|
Thor Lee (5)
|
1,000
|
0
|
|
Ada Maomee Xiong
|
1,000
|
0
|
|
Yia Ly
|
500
|
0
|
|
Ka Joua Y. Kha
|
1,000
|
0
|
|
Yeu Yang Ly
|
500
|
0
|
|
Yengnong Ly
|
1,000
|
0
|
|
Toufu Yang
|
1,000
|
0
|
|
Mai Lor
|
1,000
|
0
|
|
Winchester Investments (6)
|
10,000
|
0
|
|
TOTAL
|
705,000
|
0
|
|
(1)
|
Alliance Real Estate is solely owned by our sole officer and director Robert Kepe.
|
|
(2)
|
Alliance Real Estate is solely owned by our sole officer and director, Robert Kepe.
|
|
(3)
|
Mary Kepe is the wife of Robert Kepe.
|
|
(4)
|
Robert Kepe is our sole officer and director.
|
|
(5)
|
These shareholders are the in-laws of our sole officer and director, Robert Kepe.
|
|
(6)
|
Winchester Investments, LLC is managed by David Utley.
|
The purchasers listed above represented their intentions to acquire the securities for investment only and not with a view toward distribution. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved.
Item 27. Exhibits Index.
The listed exhibits are filed with this Registration Statement:
|
Number
|
Exhibit Name
|
|
|
1.1
|
Subscription Agreement
|
|
|
3.1
|
Certificate of Incorporation
|
|
|
3.2
|
By-Laws
|
|
|
4.1
|
Specimen Stock Certificate
|
|
|
5.1
|
Opinion of Jillian Ivey Sidoti, Esq.regarding legality
|
|
|
10.1
|
Loan Agreement with Robert Kepe
|
|
|
23.1
|
Consent of Stan J.H. Lee
|
All other Exhibits called for by Rule 601 of Regulation S-B are not applicable to this filing. Information pertaining to our common stock is contained in our Certificate of Incorporation and By-Laws.
Item 28. Undertakings.
The undersigned registrant undertakes:
The undersigned registrant undertakes:
(1) To file, during any period in which offer or sales are being made, a post-effective amendment to this registration statement:
I. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
II. To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post -effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
III. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to the information in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
Subject to the terms and conditions of Section 15(d) of the Securities Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with the Securities and Exchange Commission any supplementary and periodic information, documents, and reports as may be prescribed by any rule or regulation of the Commission heretofore or hereafter duly adopted pursuant to authority conferred to that section.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to our certificate of incorporation or provisions of Nevada law, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission the indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. If a claim for indemnification against liabilities (other than the payment by the Registrant) of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit, or proceeding is asserted by a director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether the indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of the issue.
|
6.
|
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
|
i.
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
|
ii.
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
|
iii.
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
|
iv.
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on our behalf by the undersigned, in the City of Ann Arbor, State of Michigan, on November 1, 2010.
RJD Green, Inc.
/s/ Robert Kepe
-----------------------------------
Robert Kepe,
President, Chief Executive Officer,
Treasurer and Principal Financial
Officer
In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates stated. 38
|
SIGNATURE
|
TITLE
|
DATE
|
|
/s/ Robert Kepe
|
President, Treasurer and Director
|
November 1, 2010
|
|
(Principal Executive, Financial and Accounting Officer)
|
||
|
Robert Kepe
|
||
|
/s/ Robert Kepe
|
Vice President and Secretary
|
November 1, 2010
|
|
Robert Kepe
|
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
REGISTRATION STATEMENT
ON FORM S-1
UNDER
THE SECURITIES ACT OF 1933
RJD GREEN, INC.
INDEX TO EXHIBITS
|
SEC REFERENCE
|
TITLE OF DOCUMENT
|
LOCATION
|
|
NUMBER
|
||
|
1.1
|
Subscription Agreement
|
Filed herewith
|
|
3.1
|
Certificate of Incorporation and Amendment
|
Filed herewith
|
|
3.2
|
By-Laws
|
Filed herewith
|
|
4.1
|
Stock Certificate Specimen 2009 with S-1/A
|
Filed herewith
|
|
5.1
|
Opinion of Jillian Ivey Sidoti, Esq. regarding legality
|
Filed herewith
|
|
10.1
|
Loan Agreement with Robert Kepe
|
Filed herewith
|
|
23.1
|
Consent of Stan J.H. Lee
|
Filed herewith
|