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The address of each shareholder is care of RJD Green, Inc. 4142 South Harvard Avenue, Suite D3, Tulsa, OK 74135 unless otherwise stated.
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“Beneficial ownership” means the sole or shared power to vote or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the
power to dispose of or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have “beneficial ownership” of any security that such person has the right to acquire within 60 days from the date of this prospectus.
DESCRIPTION OF SECURITIES
General
We are authorized to issue 750,000,000 shares of common stock, $0.0001 par value per share. Currently, we have 425,000,000 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.
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.
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No Active Public Market for Common Stock
There is presently no active public market for our common stock. Our common stock is traded on the OTC QB under the symbol “RJDG”. We can provide no assurance that our shares will ever be actively 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.
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 Anton & Chia, LLP, Certified Public Accountants 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, an attorney, was paid 10,000 shares of stock for services rendered relating to this S-1 registration statement.
DISCLOSURE OF COMMISSION’S POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
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.
DESCRIPTION OF BUSINESS
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
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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 currently have nothing posted at rjdgreen.com. We are working on developing the site on the backend, out of public view. We initially will most likely, have a simple wordpress format prior to actual deployment of a fully functioning site.
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:
1.
Enhance our existing website –
We believe that using the Internet for a 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 that is not published for public view as it is not updated fully. 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 third quarter of 2011.
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 most likely will provide free space to larger retailers for a short period of time to attract interest in the availability of advertising space on our site. We will offer free space and resources until we build up a database of qualified leads and also are better known to our potential customers. After search engine optimization is in place as well as social networking functions, we will begin to offer our advertising opportunities at various levels. We expect this to take place in the first quarter of 2012.
3.
Develop and implement a comprehensive consumer information website –
In addition to providing 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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Creation of our initial website, www.rjdgreen.com
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Research of our competition;
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Development of our business plan
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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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On May 21, 2013, the registrant entered into a definitive agreement with the shareholders of Silex Holdings, Inc. Pursuant to the agreement, the registrant will purchase all of the outstanding securities of Silex Holdings, Inc. in exchange for 375,390,000 common shares of the registrant. The registrant anticipates that the acquisition will take place during the third quarter of 2013. Silex Holdings, Inc. shall be a wholly owned subsidiary of the registrant.
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Silex Holdings, Inc. (
www.silexholdingsinc.com
) was formed for the purpose of acquiring and managing high growth assets and business enterprise with a primary focus in oil and gas property development and green environmental services.
Silex Holdings has three divisions:
Energy – the first projects are the redevelopment of proven properties that offer additional shallow well exploration, and Silex Holdings is in discussions with service and manufacturing entities that service the industry, for an additional merger in 2013. A proprietary waste oil recovery process has been procured and the first plant will be installed this year.
Environmental Services – In 2013, Silex Holdings will launch a proven, patented technology for commercial meat farms that eliminates animal waste returning usable ground water to the farm, and we have launched a green industrial coatings service that offers both structural integrity and elongated life usage. Silex Holdings is in discussions for another service acquisition in 2013, and has acquired a proprietary water treatment process that offers savings for industrial / municipal water storage facilities.
Silex Interiors - a manufacturer, distributor, and installation service for specialty building materials for kitchen and bath needs for residential and commercial contractors, as well as direct sales to the retail in multiple regional locations. Silex Holdings’ management team has recently completed the restructure of this company. The company is being structured for franchising to launch in late 2014.
In conjunction with the acquisition of Silex Holdings, the sole officer, Zahoor Ahmad has agreed to resign his position as the sole officer and has agreed to remain on the Board of Directors for not more than Sixty (60) days. Additionally, at closing, Mr. Ahmad has agreed to retire 375,390,000 common shares of the registrant held by him.
The registrant has agreed not to reverse its common shares for a period of six months from the date of Closing.
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.
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. We intend our website to
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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 products 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 green building material and sustainable energy industries and their 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 consumers, dealers, and builders 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.
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.
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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 green building materials and suppliers. We will allow consumers to compare prices and services of various green product retailers in their areas.
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- website links, own website;
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- website design and hosting, which provide retailers with their own website
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- banner advertising, Web page as it is being viewed by a potential buyer determined by search criteria, including geography, material type, energy uses, and pricing
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STRATEGY
Our objective is to build and maintain an online directory for facilitating transactions between retailers and green builders and consumers of green building supplies and services. We intend to accomplish our objective by pursuing the following strategic initiatives:
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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 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 building.
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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 building materials and sustainable products for their building type, individual preferences, price parameters and geographic location. 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 materials and produces best fit the consumer's desires, needs and budget.
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Product Reviews and Comparisons. Review products from such leading material and product 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
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 building supplier sellers, builders, 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.
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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 we currently do not have.
Milestones
To date, we have organized our company and obtained the domain
www.rjdgreen.com
. Other than this, we have not accomplished any other milestones. Below is an outline of the milestones we expect to reach in the next twelve months.
We are currently researching software platforms on which to develop our website. We are also researching whether we will use American or foreign developers. Foreign web developers have the advantage of being more affordable, but possible communication barriers may not make this the most efficient choice. We will look to outsourcing websites such as ODESK.com for potential foreign developer candidates.
July 2011 – identify web developers to develop a database that will be searchable by geography, price, services, and materials. This will be the main portion of our website and essential for selling advertising space. We expect this development portion to be the most costly in the implementation of our business plan, but not to exceed $10,000. We believe once the site is fully developed we will be able to immediately start generating revenues. In the event we are unable to pay for this, we will deploy our Wordpress based site which will cost us a minimal amount of money and may be deployed with resources the Company already has. A Wordpress based site is not as comprehensive as other database driven sites, but is easy to implement, update and use, even for a novice web developer or blogger - Completed
July 2011 – Develop a price list for premium listings and banner advertising on the site - Completed
August 2011 – invite vendors to populate the database with their information, products, service areas, and other pertinent information. Listing in the database will be free, but premium listings and other advertising on the website such as banner advertising and featured vendors will generate revenues for the Company - Completed
September 2011 – Develop content for the website such as articles, manuals, and blogs that would be of interest to the green building material consumer. These articles may also include information on “green cities” and areas. Some articles may also address government incentives for using green building materials and sustainable products. We will also use RSS feeds to provide content to our website.
RSS (most commonly expanded as Really Simple Syndication) is a family of
web feed
formats used to publish frequently updated works—such as
blog
entries, news headlines, audio, and video—in a standardized format. An RSS document (which is called a "feed", "web feed” or "channel") includes full or summarized text, plus
metadata
such as publishing dates and authorship. Web feeds benefit publishers by letting them syndicate content automatically. They benefit readers who want to subscribe to timely updates from favored websites or to aggregate feeds from many sites into one place. RSS feeds can be read using
software
called an "RSS reader", "feed reader", or "
aggregator
", which can be
web-based
,
desktop-based
, or mobile-device-based. A standardized
XML
file format allows the information to be published once and viewed by many different programs. The user subscribes to a feed by entering into the reader the feed's
URI
or by clicking a
feed icon
in a web browser that initiates the subscription process. The RSS reader checks the user's subscribed feeds regularly for new work, downloads any updates that it finds, and provides a
user interface
to monitor and read the feeds. RSS allows users to avoid manually inspecting all
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of the websites they are interested in, and instead subscribe to websites such that all new content is pushed onto their browsers when it becomes available. We will also provide our content via RSS feeds to drive additional traffic to our site – Completed but continuing to be updated
Ongoing, 2011 to present - we plan to deploy the website by back-linking, search engine optimization, and other various marketing methods. In basic link terminology, a backlink is any link received by a web node (web page, directory, website, or
top level domain
) from another web node. Backlinks are also known as incoming links, inbound links, inlinks, and inward links. Search engine optimization (SEO) is the process of improving the visibility of a
website
or a
web page
in
search engines
via the "natural" or un-paid ("
organic
" or "algorithmic")
search results
. Other forms of
search engine marketing
(SEM) target paid listings. In general, the earlier (or higher on the page), and more frequently a site appears in the search results list, the more visitors it will receive from the search engine. SEO may target different kinds of search, including
image search
,
local search
,
video search
and industry-specific
vertical search
engines. This gives a website
web presence
.
We intend to use other forms of marketing and advertising to drive traffic to our site via direct mail and opt-in email campaigns. We will continuously update our website with new educational information and blog postings for our visitors.
Ongoing - December 2011 to present – We expect that we will make use of Google Adsense until we are able to sell all of the available ad space on our web site (which may be never. We may always utilize the services of Google Adsense.) We will be paid for displaying targeted Google ads on our site. We will be able to customize these ads to match our site’s look and feel. Adsense will allow us to track our success online. We will also look to use the services of affinityclick.com and simply.com. We hope to only use these services, however, until the end of September 2011 at which time we hope be selling all spaces on our site ourselves without the middle man costs of these outside services.
Ongoing - January 2012 - present– Development of “live” events and conferences where industry experts will be invited to speak on green technology and resources that effect the real estate industry. Vendors will be invited (for a price) to come and showcase their services and products to consumers of such products and services. This portion of our business has not been fully researched or developed as we are currently concentrating on the development and planning of our core business, our website.
Competition
We will 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 building and services and existing websites that introduce competing services. We currently do not have a developed website nor are we generating any revenues, thus we do not effectively compete with those sites that may someday, be our competition. We also lack financial resources that limit our ability to compete against other websites offering similar content.
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.).
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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.
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 no employment agreements with our officers and directors. Other than the activities related to the Company, our officers and directors are the principals in multiple other companies that invest in real estate. We look to our officers and directors for their entrepreneurial skills and talents. Initially, our officers and directors will coordinate all of our business operations. They will provide the working capital to cover our continuing expenses until our revenue is sufficient to cover those expenses. We plan to use consultants, attorneys, accountants, and technology personnel, as necessary and do not plan to engage any 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
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right to acquire our stock, which would dilute the ownership interest of holders of existing shares of our common stock.
Our officers and directors spend 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 fo r, 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.
REPORTS TO STOCKHOLDERS
We are not subject to the informational requirements of the Securities Exchange Act of 1934, as amended. We are subject to the requirements of Section 15(d) as opposed to the requirements of Section 13(a) under the Exchange Act, which requires an issuer to file annual reports on Form 10-K (or any successor form), quarterly reports on Form 10-Q (or any successor form), and current reports on Form 8-K.
All of our reports can be reviewed through the SEC’s Electronic Data Gathering Analysis and Retrieval System (EDGAR) which is publicly available through the SEC’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.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
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 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. In the next twelve months, we plan to take the following steps:
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Hire web developers to develop and update our database driven website. We may look to overseas developers to save on costs. We believe this will be the most expensive aspect of our business and will cost us no more than $10,000 to fully develop our website and deploy it. We believe once the site is fully developed we will be able to immediately start generating revenues. In the event we are unable to pay for this, we will deploy our Wordpress based site that will cost us a minimal amount of money and may be deployed with resources the Company already has.
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The database portion of our website is developed and functional and we invite green building product and services providers to populate the database with their information including location, products, prices, and other general, searchable information. We expect the marketing efforts to find such service providers to cost us approximately $1,500. We will outsource this type of work.
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In the 2
nd
quarter of 2013, we expect to start reaching out to vendors of products and services to offer them premium listings and banner advertising opportunities. We will also use freelance, foreign workers for this effort. We expect this to cost us approximately $3,000.
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While we are attempting to sell ad space on our site, we will use the services of Google Adsense, infinityclick.com, and simply.com for the purposes of generating revenue. (See our “Description of Business” for more information)
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We have started generating minimal revenues.
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We will most likely look to our sole officer and director for additional capital in the form of a loan.
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Our website is fully developed and we have begun developing content for our website to drive traffic to the website. Such content may include blogs, articles, videos and other sources of information for the green building material and service consumer. We will develop most of this content in house even if we do raise additional funds and all of this content in house if we do not raise additional funds. If we do raise additional funds, we expect to pay approximately $100 per article or video of content with new content every weekday. We will also provide a platform for those who would like to provide content in the way of articles and videos for free to our in exchange for the exposure to their company, product, or service.
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We will utilize backlinking and SEO to drive additional traffic to our website. We will most likely utilize the services of overseas service providers via a site such as odesk.com as this is a more affordable solution. Costs of this service can be as little as $2.50 per hour or $100 per week. We would pay for this for approximately 8 weeks or $800.
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We will look to trade ads with other websites that are complementary to our site in order to market our site and services. We will budget for these costs depending on how much additional capital is raised. If no other capital is raised, we will most likely forgo any such opportunities until we commence generating revenues.
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We are developing other sources of revenue other than our website in 2013 such as trade conferences and seminar where providers of such green building products and services will be able to showcase their products and services.
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Since our inception in September 2009 to May 31 , 2013, we have not generated significant revenues and have incurred a net loss of $
4
5 9 , 144 . During this time, we incurred costs related to our incorporation, bank fees, legal fees, and accounting fees, and professional fees amounting to $
4
6 0 , 2 0 9 . 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, loans from our officer, and small amounts of equity will be sufficient to support the limited costs associated with our initial ongoing operations for the next twelve months. We may sell additional shares in a private offering or other offering if we are unable to obtain funds from another source such as a shareholder loan. If sufficient funds cannot be raised, none of the Company’s plans may be implemented. 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.
29
Results of Operations
For the three months ended May 31, 2013, we received revenues of $565. We paid $2,565 for professional services, $675 in organizational fees, $10,780 in legal and audit, and $132 in bank fees. As a result, we had net loss of $13,587 for the three months ended May 31, 2013.
In comparison, for the three months ended May 31, 2012, we did not receive any revenues. We had professional services fees of $4,831 and bank fees of $16. As a result, we had net loss of $4,847 for the three months ended May 31, 2012.
For the nine months ended May 31, 2013, we received revenues of $1,065. We paid $500 in filing fees, $675 in organizational fees, $12,765 in legal and audit fees, $6,863 for professional services, and bank fees of $180. As a result, we had net loss of $19,918 for the nine months ended May 31, 2013.
In comparison, for the nine months ended May 31, 2012, we did not receive any revenues. We had organization fees of $325, filing fees of $114, professional services expenses of $7,343, and bank fees of $80. As a result, we had net loss of $7,863 for the nine months ended May 31, 2012.
The 280% increase in net loss for the three months ended May 31, 2013 compared to the three months ended May 31, 2012, and the 253% increase in net loss for the nine months ended May 31, 2013 compared to the nine months ended May 31, 2012 were caused primarily by the increase in legal and audit, and professional services during these periods. These expenses were accrued as a result of the reporting requirements for a public company.
For the year ended August 31, 2012, we did not earn any revenues. We paid organization fees of $900, filing fees of $114, and legal and audit fees of $147. We also paid professional services of $7,890 and bank fees of $128. As a result, we had net loss of $9,179 for the year ended August 31, 2012.
Comparatively, for the year ended August 31, 2011, we did not earn any revenues. We paid organization fees of $233 and legal and audit fees of $2,952. We paid professional services of $18,998 and bank fees of $122. As a result, we had net loss of $22,305 for the year ended August 31, 2011.
The 58.85% decrease in net loss for the year ended August 31, 2012 compared to August 31, 2011 is primarily the result of decrease legal and audit expenses and professional services expenses during the year ended August 31, 2012. We had decreased operations during the year ended August 31, 2012. During the year ended August 31, 2011, we incurred extensive legal, audit, and professional services fees in order to begin our stock offering.
We expect to incur the normal expenses related to being a public company such as accounting and legal costs. We may drain all available financial resources to pay for such costs depending on our operations and costs. To date, our attorney has provided services in exchange for a nominal fee, but there is no guarantee that this will continue and thus, we may be financial distressed because of the costs associated with being a public company. We will also incur fees for audits and reviews so that we can file the proper 10q’s and 10k’s. As we begin to generate revenues, realize expenses, and acquire assets, it is possible that the costs related with being a public company will increase.
On May 21, 2013, we entered into a definitive agreement with the shareholders of Silex Holdings, Inc.
For Silex Holdings, Inc, for the year ended December 31, 2012, we had net sales of $2,140,708. We had a cost of goods sold (exclusive of depreciation) of $1,413,113, selling expenses of $102,578, and general and administrative expenses of $950,693. We paid an interest expense of $18,010. As a result, we had net loss of $343,686 for the year ended December 31, 2012.
Comparatively, Silex Holdings, Inc. for the year ended December 31, 2011, had net sales of $2,432,469. We had a cost of goods sold (exclusive of depreciation) of $1,402,129, selling expenses of $188,553, and general and administrative expenses of $948,189. We had other expenses of $22,066 and interest expenses
30
of $32,325. As a result, we had net loss of $160,793 for the year ended December 31, 2011.
The 214% increase in net loss for Silex Holdings, Inc. for the year ended December 31, 2012 compared to the year ended December 31, 2011 is primarily due to decreased sales without a corresponding decrease in operating expenses.
Liquidity and Capital Resources
For the period from September 10, 2009 (inception) through May 31, 2013, we have not conducted any investing activities.
For the nine months ended May 31, 2013, we received $13,325 from additional paid in capital and $5,000 from related party borrowing. As a result, we had net cash provided by financing activities of $18,325 for the nine months ended May 31, 2013.
For the nine months ended May 31, 2012, we received $8,581 from related party borrowing. As a result, we had net cash provided by financing activities of $8,581 for the nine months ended May 31, 2012.
As of May 31, 2013, we have cash assets of $1,161.
The investigation of prospective financing candidates involves the expenditure of capital. The registrant will likely have to look to its officers and directors, or to third parties for additional capital. There can be no assurance that the registrant 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, the prior sole officer and director, Robert Kepe provided any cash needed for operations, including any cash needed for the recent public offering. To date, Mr. Kepe has lent the registrant $25,980. This debt was converted into common shares on March 18, 2013.
Our officers and directors intend to lend the registrant additional capital to pay the accounts payable and to cover any additional reporting costs, but has no obligation to do so.
If our officers and directors are unable to lend additional funds to the registrant in the event that registrant needs additional funds, we may need to deploy a plan to sell additional shares or look to a third party to lend funds to the registrant. If the registrant is to borrow funds
from a third party, the terms and conditions of such a loan will most likely not be on terms as favorable as the terms offered by our officers and directors. If we are unable to address our liquidity issues, there is a great chance that the registrant will not have adequate funding to continue its business plan and will thus, fail.
On January 20, 2013, the registrant commenced operations as a consultant and website raising awareness of green and efficient building materials and concepts. Currently, their website is live and operational. Furthermore, the registrant has generated revenues from its consulting services to contractors and builders. We currently only have $1,161. Therefore, the cash currently available to us may not enable us to continue to market the site to the state in which it will optimally be able to generate material revenues. If we are to generate material revenues prior to needing any additional funding, we will immediately reinvest such revenues into further development our site and deployment of our business plan. We believe that the cash we have available will sustain us for approximately three (3) more months so long as we continuing operating in the manner that we are currently operating.
Equity Distribution to Management
Since our incorporation, we have raised capital through private sales of our common equity. As of May 31, 2013, we have issued 755,000 pre-split shares of our common stock to various shareholders and our former 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 worth approximately $27,500. Mr. Kepe, via Alliance Real Estate, Inc. purchased 50,000 shares at $.10 per share for a total of $5,000 in order to further capitalize the Company on September 27, 2010.
31
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.
Facilities
We currently maintain an office at 4142 South Harvard Avenue, Suite D3, Tulsa, OK 74135. We have no monthly rent, nor do we accrue any expense for monthly rent. Mr. Brewer, our Chief Operating Officer provides us a facility in which we conduct business on our behalf. Mr. Brewer 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 our officers and directors 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.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The Company utilizes office space provided at no cost from Mr. Brewer, our Chief Operating Officer. 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.
On March 18, 2013 and March 21, 2013, Zahoor Ahmad acquired an aggregate of 387,500,000 (post 2 for 1 forward split) shares of the registrant for $273,414 from Robert Kepe, a former director and officer of the registrant. Mr. Ahmad now beneficially owns 91.07% of all outstanding shares of the registrant. Mr. Ahmad paid for these shares from personal funds.
During July of 2010, Robert Kepe, our former officer and director received 100,000 shares of common stock, at a price of $0.001 per share. He received an additional 275,000 shares at a value of $27,500 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 was the sole officer, director, and promoter of RJD Green and developed the business plan.
On March 18, 2013, the Company issued 175,000,000 common shares to Zahoor Ahmad for the conversion of debt payable to Robert Kepe, the former officer and director. The issuance resulted in a change of control of the Company.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS
In the first quarter of 2013, our common stock began to be quoted on the OTC QB under the symbol “RJDG.”
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.
32
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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our financial condition;
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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.
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation of our former sole officer and director, Robert Kepe from inception (September 15, 2009) to May 31, 2012.
Summary Compensation Table
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Annual Compensation
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Long Term Compensation
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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
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Options
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Robert Kepe,
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2010
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$
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-0-
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-0-
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-0-
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$27,500
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-0-
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President, Secretary Treasurer
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2011
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$
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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-
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2012
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$
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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-
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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. He has received 275,000 shares of restricted stock in exchange for his services in 2010.
Mr. Zahoor Ahmad was appointed an officer on April 5, 2013 and has not received any monetary compensation or salary since his appointment.
Mr. Rex Washburn, Mr. Mike LaLond, and Mr. Ron Brewer were appointed as officers in June 2013, and have not yet received any monetary compensation or salary since their appointment.
Directors’ Compensation
Directors 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.
Stock Option Grants
RJD Green did not grant any stock options to our executive officers during the most recent fiscal period ended May 31, 2012. RJD Green has also not granted any stock options to the Executive Officers since incorporation .
33
Employment Agreements
There are no current employment agreements or current intentions to enter into any employment agreements.
Future Compensation
Our officers and directors have 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. 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.
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.
35
RJD GREEN INC
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
Balance Sheets as of May 31, 2013 (Unaudited) and
August 31, 2012 (Audited)
37
Statements of Operations - For the Three and Nine Months
Ended May 31, 2013 and 2012
and for the period from September 10, 2009 (Inception)
to May 31, 2013 (Unaudited)
38
Statements of Cash Flows - For the Nine Months Ended May 31, 2013 and 2012
and the period from September 10, 2009 (Inception) to May 31, 2013 (Unaudited)
39
Notes to Unaudited Financial Statements
40
Reports of Independent Registered Public Accounting Firm
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Balance Sheets as of August 31, 2012 and 2011
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Statements of Operations for the years ended August 31, 2012 and 2011 and
for the period from September 10, 2009 (Inception) to August 31, 2012
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Statements of Changes in Stockholders’ Deficit for the Period from September 10, 2009
(Inception) to August 31, 2012
48
Statements of Cash Flows for the years ended August 31, 2012 and 2011 and
for the period from September 10, 2009 (Inception) to August 31, 2012
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Notes to Financial Statements
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Report of Independent Registered Public Accounting Firm
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Consolidated Balance Sheets for Silex Interiors, Inc. as of December 31, 2012 and 2011
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Consolidated Statements of Operations for Silex Interiors, Inc. for the years ended
December 31, 2012 and 2011
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Statement of Stockholders’ Equity for Silex Interiors, Inc. for the years ended
December 31, 2012 and 2011
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Consolidated Statements of Cash Flows for Silex Interiors, Inc. for the years ended
December 31, 2012 and 2011
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Notes to Financial Statements
60
Pro Forma Balance Sheets as of March 1, 2013
68
Pro Forma Statement of Operations as of March 1, 2013
70
Pro Forma Balance Sheets for the previous twelve month period
71
Pro Forma Statement of Operations for the previous twelve month period
72
36
RJD GREEN INC
(A DEVELOPMENT STAGE COMPANY)
Condensed Balance Sheets
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May 31, 2013
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August 31, 2012
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Assets:
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(Unaudited)
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Current Assets:
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Cash
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$
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1,161
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$
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2,754
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Total Assets
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$
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1,161
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$
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2,754
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Liabilities and Shareholders' Deficit:
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Current Liabilities:
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Due to related party
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$
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-
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$
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20,980
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Total Liabilities
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-
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20,980
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Shareholders' Deficit:
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Common Stock, 750,000,000 shares authorized (par value $.00001) and 425,000,000 shares issued and outstanding as of May 31, 2013 (Unaudited) and August 31, 2012, respectively
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4,255
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755
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Additional paid in capital
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56,325
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20,520
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Discount on Common Stock
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(275)
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(275)
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Accumulated Deficit
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(59,144)
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(39,226)
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1,161
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(18,226)
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Total Liabilities and Shareholders' Deficit
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$
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1,161
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$
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2,754
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The accompanying notes are an integral part of these condensed financial statements.
37
RJD GREEN INC
(A DEVELOPMENT STAGE COMPANY)
Condensed Statements of Operations