23 May RJD Green Inc (RJDG) – updated stock research report
Today RJD Green Inc (RJDG) filed an 8K announcing that they were issuing 375,390,000 shares for the acquisition of Silex Holdings Inc. The huge number of shares issued (currently worth $18,769,500) immediately sent up red flags.
We had previously researched RJDG on April 24, 2013 - see that report here. At the end of that report I stated that the next state would be an acquisition/change of control then RJDG would be promotion ready. Today that acquisition/change of control happened.
The following is a review of our initial research mixed in with some updated information.
The Set-up / Going Public
RJD Green Inc (RJNG) was originally incorporated as a Nevada business entity by an attorney from California named Jillian Sidoti on September 10, 2009 with Robert Kepe listed as the sole officer and director.
RJD Green Inc started with a pretty basic share structure with 727,000 shares issued to the Kepe family and 28,000 shares issued to a group of seed shareholders including 10,000 shares held by a company called Winchester Investments LLC which was signed for by David Utley, but shares the same address as Jillian Sidoti's law firm. According to some letters written to the SEC, David Utley is Ms. Sidoti's paralegal so I think it is safe to assume that those shares actually belonged to Jillian Sidoti probably received for legal work she did for RJD Green Inc.
RJD Green Inc runs a website that is used to market other websites for companies focused on green energy. That website can be found here.
RJDG would never generate any revenues from the website despite having a handful of companies profiled there.
The S-1 filing got approved on October 7, 2011 after 12 amendments.
After going public
On February 28, 2013, Robert Kepe canceled 275,000 shares bringing his total down to 452,000 shares.
On February 28, 2013, RJDG did a 78.646:1 forward split to all of its common stock. That brought the new outstanding share total to 37,750,000 shares.
On March 18, 2013, RJDG issued 175,000,000 shares to Zahoor Ahmad for the conversion of debt owed that he obtained from the original CEO, Robert Kepe. That brought the new outstanding share total to 212,750,000 shares and made Zahoor Ahmad the control person for the RJDG shell. He immediately made himself the new sole officer/director of the shell.
On April 3, 2013, RJDG did another 2:1 forward split to all of its common stock. That brought the new outstanding share total to 425,500,000 shares where it stands today.
Who is Zahoor Ahmad?
In October of 2012, Zahoor Ahmad also become the majority control person for Primco Management Inc (PMCM).
PMCM was a ticker that did a 20:1 forward split coinciding with the change of control. That gave PMCM share holders 24,912,000 free trading shares of stock.
After taking control of PMCM, Zahoor Ahmad quickly sold the shell to a group that had previously run some pretty messy excuses for publicly traded issuers in SAPX and MHYS.
PMCM then got promoted, but it wasn't a successful promo at all. The price quickly fell with lots of dumping into the new investors. Recently PMCM started getting pumped again. See our PMCM report here.
Change of Control
Today the expected change of control/acquisition agreement finally happened.
RJDG signed an agreement with Silex Holding Inc. In exchange for all of the outstanding stock of Silex Holdings Inc, RJDG issued 375,390,000 shares of RJDG stock making Silex Holdings Inc the wholly owned subsidiary of RJDG.
Coinciding with the acquisition, Zahoor Ahmad cancelled his 375,390,000 shares and resigned as the officer of RJDG remaining on only as a director.
Ron Brewer signed as the representative and attorney for Silex Holdings Inc. The Silex management team will probably take over as the new management team of the RJDG shell. The management team includes the following:
Jerry Niblett - CEO of Silex
Ron Brewer - COO of Silex
Michael La Lond - CFO of Silex
Richard Billings - Technical Director of Silex
Rex Washburn - Director of Silex
Eric English - Director of Silex
Steven A Moel - Director of Silex
Paul Williams - Director of Silex
Jody Walker (from our list of attorneys follow for a future paid promotion) - Legal Counsel for Silex
Hood, Sutton, Robinson & Freeman - Accountant for Silex
Southbridge Advisory Group Inc - Advisory Company for Silex (controlled by Ron Brewer)
Silex Holdings Inc was set up as a business entity in April of 2012 taking over a 6 year old Oklahoma business entity previously known as Silex Interiors Inc and created a website in July of 2012. Registering the website was Ron Brewer through his company, Southbridge Advisory Group Inc. You can view that website here.
According to the website and the 8K filed todady, Silex Holdings Inc was created for the purpose of acquiring and managing high growth assets and business enterprises mainly focused on oil & gas. Some how I doubt that this newly formed company is worth the $18,769,500 price tag.
Prior to this merger, back in October of 2012, Silex Holdings Inc attempted to go public through an S-1 filing found here. At the time there were 2,581,180 shares outstanding mostly owned by two entities - Premier Resources and Equitas Resources Inc - whose owners are not disclosed. Jody Walker helped with the S-1 filing, but after 2 amendments, Silex Holdings Inc gave up on getting SEC approval.
According to that S-1 filing, Silex had $1.2 million in revenues during its first six months of existence.
Back in July of 2010, three members of the Silex crew, Ron Brewer, Steven Moel, and Michael La Lond took over important roles for US Highlands Inc (UHLN) after 3 members of their executive team were killed in a plane crash. Their involvement there was short lived and UHLN turned into a bit of a disaster having to do a 1:30 reverse split in April of 2012.
Current Share Count
Authorized - 750,000,000 shares
Outstanding - 425,500,000 shares
Silex Holdings Inc shareholders - 375,390,000 shares
Zahoor Ahmad - 12,110,000 shares
Other RJDG shareholders - 38,000,000 shares
What to expect next
We'll probably see an 8K filing for a change in control soon that will clarify what current Silex officers and directors will become the new RJDG officers and directors.
The Silex website could use some major improvements.
Besides that, RJDG is now ready to go and could get promoted at any time. Time will tell if the RJDG will be a complete disaster like the PMCM promotion or if this time Zahoor Ahmad has something better planned.