S-1

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

-------------------------------------------------------------------------

(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

----------------------------------------------------------

(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

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CALCULATION OF REGISTRATION FEE

Maximum Title of  Registration Fee	Amount of Shares to be Registered Price	Amount to be Registered	Proposed Maximum Offering Price Per Share(1)	Proposed Aggregate Offering
Common Stock, $.01 par value	$7.54	705,000 shares	$0.15	$105,750
Total	$7.54	705,000 shares	$0.15	$105,750

 

(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.    Ther e 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:

·   Have nominal operations at this time

·   Have nominal assets

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).

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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 th is 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

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Table of Contents

Prospectus Summary	1
Summary Financial Data	3
Risk Factors	4
Dilution	7
Selling Security Holders	7
Plan of Distribution and Terms of the Offering	7
Description of Securities	10
Interest of Named Experts and Counsel	12
Disclosure of Commission Position on Indemnification for Securities Act Liabilities	12
Description of Business	12
Reports to Stockholders	20
Management’s Discussion and Analysis	20
Facilities	22
Certain Relationships and Related Party Transactions	22
Market for Common Equity and Related Stockholders Matters	22
Dividends	22
Executive Compensation	23
Reports to Shareholders	24
Index to Financial Statements
Report of Independent Certified Public Accountant	F-1
Balance Sheets	F-2
Statements of Operations	F-3
Statements of Changes in Stockholders’ Equity	F-4
Statements of Cash Flows	F-5
Notes to Financial Statements	F-6 – F-11

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Prospectus Summary

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]

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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.

	At June 30, 2010
TOTAL ASSETS		15,954
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Current Liabilities		6,013
TOTAL LIABILITIES		6,013
TOTAL STOCKHOLDERS’ EQUITY		9,941
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		15,954

	For the period September 10, 2009 (inception) through June 30, 2010
	$
Net Sales
Costs		(6,059	)
Net loss		(6,059	)
Earning per share of common stock - Basic		0.00
Weighted average shares of common stock - Basic		0

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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.

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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 f or 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;

• Disclose certain price information about the stock;

• Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;

• Send monthly statements to customers with market and price information about the penny stock; and

• In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.

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	Address				Shares Owned Prior to Offering	Shares of common stock owned after offering
Alliance Real Estate Development(1)	1560-1 Newbury Rd #180	Newbury Park	Ca	91320	101,000	0
Alliance Real Estate Development(2)	1441 E. Hillcrest Drive	Thousand Oak	Ca	91360	200,000	0
Mary Kepe(3)	1560-1 Newbury Rd #180	Newbury Park	Ca	91320	1,000	0
Robert Kepe(4)	1560-1 Newbury Rd #180	Newbury Park	Ca	91320	275,000	0
Robert Kepe(4)	1560-1 Newbury Rd #180	Newbury Park	Ca	91320	100,000	0
Brady Andersen	2388 Calle Allicema	Thousand Oak	Ca	91360	1,500	0
Kanan Andresen	2388 Calle Allicema	Thousand Oak	Ca	91360	1,500	0
Richard N. Vang(5)	2206 Los Altos Ave	Clovis	Ca	93611	200	0
Anita Vang (5)	2206 Los Altos Ave	Clovis	Ca	93611	200	0
Lei Full Vang (5)	2206 Los Altos Ave	Clovis	Ca	93611	200	0
Felomina Chapple	14930 Cherry Grove Ct	Tustin	Ca	92780	1000	0
Rodolfo Chapple	14930 Cherry Grove Ct	Tustin	Ca	92780	200	0
Michele C. Lee (5)	12652 James Ave	Garden Grove	Ca	92843	200	0
Bouachine Souvanna Vong (5)	2606 S. Pacific Ave	Santa Ana	Ca	92704	200	0
Frederick K. Lee	12652 James Ave	Tustin	Ca	92843	200	0
Maylo Lee	66 Monserrat Pl	Foothill Ranch	Ca	92610	200	0
Jonathan Lee (5)	3014 S. Thornton St	Santa Ana	Ca	92704	1,000	0
Stephany Lee (5)	3014 S. Thornton St	Santa Ana	Ca	92704	1,000	0
Richard Lee (5)	3014 S. Thornton St	Santa Ana	Ca	92704	1,000	0
Nhia Lee (5)	3014 S. Thornton St	Santa Ana	Ca	92704	1,000	0
Pheng Lee (5)	3014 S. Thornton St	Santa Ana	Ca	92704	1,000	0
Anousone Sisomseunh	1405 N. West St	Santa Ana	Ca	92703	200	0
Keomany Sisomseunh	1405 N. West St	Santa Ana	Ca	92703	200	0
Thor Lee (5)	14571 Bowling Green	Westminster	Ca	92683	1,000	0
Ada Maomee Xiong	14571 Bowling Green	Westminster	Ca	92683	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

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(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)   Robert Kepe is our sole officer and director.

(6)   Winchester Investments, LLC is managed by David Utley.

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:

• ordinary brokers transactions, which may include long or short sales,

• transactions involving cross or block trades on any securities or market where our common stock is trading, market where our common stock is trading,

• through direct sales to purchasers or sales effected through agents,

• through transactions in options, swaps or other derivatives (whether exchange listed of otherwise), or exchange listed or otherwise), or

• any combination of the foregoing.

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 reg istration 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.

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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.

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 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:

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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:

• Formation of the company;

• Creation of our initial website, www.rjdgreen.com

• Research of our competition;

• Development of our business plan

• Research of software to assist us in our anticipated website development; and

• Establishment of listing criteria.

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.

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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.

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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.

·   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.

·   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.

·   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

o   enhanced listings, similar to bold listings in the Yellow Pages;

o   inventory pages, which enable visitors to view entire inventory of green building products;

o   website links, own website;

o   website design and hosting, which provide retailers with their own website

o   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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·   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.

·   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.

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:

• Enhance and Broaden Services and Content Offerings

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.

• Increase Brand Awareness and Consumer Traffic

  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.

• Leverage Our Business Model

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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:

·   placement and advertising fees from sellers and dealers of green building products;

·   revenue from facilitating e-commerce transactions for aftermarket products);

·   fees from national advertising programs, promotions and services. 

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.

·   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.

·   "Product FAQs” Lean about the different types of green building products for your home

·   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:

·   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.

·   Fuel Reviews and Comparisons. Review fuels from such leading content providers and other consumers.

·   Pricing Guides. A guide to prices for green building products.

Aftermarket Goods and Services

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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.

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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:

·   a large volume of website consumer traffic;

·   an awareness of brand and brand loyalty;

·   the demographics of environmentally responsible consumers; and

·   the cost effectiveness of advertising on a website, including the ability to target advertising to specific audiences.

We believe that the principal competitive factors in attracting consumers to our website are:

·   breadth and depth of green building product provider listings;

·   brand awareness and loyalty;

·   ease of use;

·   website functionality, responsiveness and information;

·   a positive browsing experience for the consumer; and

·   quality of content, other service offerings and customer service.

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.

REPORTS TO STOCKHOLDERS

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.

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 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 web site 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. 

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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.

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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 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.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

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.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

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.

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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:

• our financial condition;

• earnings;

• need for funds;

• capital requirements;

• prior claims of preferred stock to the extent issued and outstanding; and

• other factors, including any applicable laws.

                 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 sole officer and director, Robert Kepe from inception (September 15, 2009) to October 31, 2010.

Summary Compensation Table

		Annual Compensation			Long Term Compensation
Name and Principal Position	YTD	Salary	Bonus	Other Annual Compensation	Restricted Stock	Options
Robert Kepe, President, Secretary Treasurer	2009	$-0-	-0-	-0-	-0-	-0-
	2010	$-0-	-0-	-0-	-0-	-0-

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.

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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 o f 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:

*	We have less than 300 stockholders of record; or
*	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.

          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

INDEX TO FINANCIAL STATEMENTS
INDEPENDENT AUDITORS” REPORT	F-1
BALANCE SHEET AS OF JUNE 30, 2010	F-2
STATEMENT OF OPERATIONS	F-3
STATEMENT OF STOCKHOLDER EQUITY (DEFICIT)	F-4
STATEMENT OF CASH FLOWS	F-5
NOTES TO FINANCIAL STATEMENTS	F-6

26

Stan J.H. Lee, CPA

2160 North Central Rd.  Suite 203 tFort Lee t NJ 07024

P.O. Box 436402 tSan 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 0; 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

RJD Green Inc.
( a Development Stage Company)
Balance Sheet
as of June 30, 2010
Assets:
Current Assets:
Cash	$	15,954
Total Assets	$	15,954
Liabilities and Shareholders' Equity:
Current Liabilities:
Accrued expense	$	2,500
Payable to a related party		3,513
Total Liabilities		6,013
Shareholders' Equity;
Common Stock, 75,000,000 shares authorized and 430,000 shares issued and outstanding		430
Paid-in capital		15,570
Deficit during Development Stage		(6,059	)
		9,941
Total Liabilities and Shareholders' Equity	$	15,954

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

F-2

RJD Green Inc.

( a Development Stage Company)

Statement of Operations

From September 10, 2009 ( the date of inception) to June 30, 2010
Revenue	$	-
Operating Expenses:
Organization Fees		2,938
Filing Fees		275
Legal and audit		2,800
Bank Fees		46
		6,059
Total Expenses:		6,059
Income ( Loss) before income taxes		(6,059	)
Provision for income taxes		-
Net loss	$	(6,059	)
Weighted average common shares ( basic and diluted)

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

F-3

RJD Green Inc.
( a Development Stage Company)
Statement of Shareholders' Equity
From September 10, 2009 ( the date of inception) to June 30, 2010
	Number of Common Shares		Amount		Additional Paid-In Capital		Deficit Accumulated during development stage			Total
Pre-Inception Balance		-	$	-	$	-	$	-		$	-
Common Stock Issued for Cash $.01 par Value		300,000		300		2,700		-			3,000
Common Stock Issued for Cash $.10 par Value		130,000		130		12,870		-			13,000
Net Loss for the Period		-		-		-		(6,059	)		(6,059	)
Balance as of 6/30/2010		430,000		430		15,570		(6,059	)		9,941

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

F-4

RJD Green Inc.
( a Development Stage Company)
Statement of Operations
From September 10, 2009 ( the date of inception) to June 30, 2010
Cash Flows From
Operating Activities
Net loss	$	(6,059	)
Adjustments to reconcile net income (loss)
to net cash (used in) operations
Depreciation		-
Changes in operating assets and liailities		-
Increase (decrease) in accrued expense		2,500
Net Cash provided by (used in) operations		(3,559	)
		-
Cash Flows From
Investing Activities
Net cash provided by investing activities		-
Cash Flows From
Financing Activities
Issuance of Common Stock for Cash		16,000
Iborrowing from a related party		3,513
Net cash provided by  financing activities		19,513
Net increase (decrease)
Cash at the Beginning of the Period:		-
Cash at the End of the Period		15,954
Supplemental Disclosures of Cash Flow Information
Interest paid	$	-
Income taxes paid	$	-

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 m isleading 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  i ncome 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 oper ational 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

Prospectus

_______________________

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 78.7502Discretionary 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 offeri ng 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 pros pectus 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 opini on 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.

                                                                                                                                              0;                                                                              /s/ Robert Kepe

                                                                                                                                              0;                                                                             -----------------------------------

                                                                                                                                              0;                                                                             Robert Kepe,

                                                                                                                                              0;                                                                             President, Chief Executive Officer,

                                                                                                                                              0;                                                                              Treasurer and Principal Financial

                                                                                                                                              0;                                                                             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

EX-1.1

Exhibit 1.1

RJD GREEN, INC. SUBSCRIPTION AGREEMENT

Gentlemen:

The Investor named below, by payment of the purchase price for such Common Shares, by the delivery of a check payable to RJD GREEN, hereby subscribes for the purchase of the number of Common Shares indicated below of RJD Green, at a purchase of $0.10 per Share as set forth in the Prospectus.

By such payment, the named Investor further acknowledges receipt of the Prospectus and the Subscription Agreement, the terms of which govern the investment in the Common Shares being subscribed for hereby.

A.  INVESTMENT:     (1)                Number of Shares __________________________________________

                                      (2)                 Total Contribution ($0.10/Share) $______________________________

                                                            Date of Investor's check  ___________

B.  REGISTRATION:

                                      (3)                 Registered owner: __________________________________________

                                                            Co-Owner: _______________________________________________

                                      (4)                 Mailing address: ___________________________________________

                                                           City, State & zip: ___________________________________________

                                      (5)                 Residence Address (if different from above):

                                      (6)                 Birth Date:      ______/______/______

                                      (7)                 Employee or Affiliate: Yes ______  No __________________________

                                      (8)                 Social Security: #: ______/______/______

                                                           U.S. Citizen [ ]          Other [ ]

                                                           Co-Owner Social Security:

                                                           #: ______/______/______

                                                           U.S. Citizen [ ]          Other [ ]

                                                           Corporate or Custodial:

                                                           Taxpayer ID #: ______/______/______

                                                            U.S. Citizen [ ]          Other [ ]

                                      (9)                Telephone (H) (     ) _________________________________________

C.  OWNERSHIP                   [ ]       Individual Ownership                                       [ ]    IRA or Keogh

                                                 [ ]       Joint Tenants with Rights of Survivorship

                                                 [ ]       Trust/Date Trust Established_______________

                                                 [ ]       Pension/Trust (S.E.P.)

                                                 [ ]       Tenants in Common                                          [ ]    Tenants by the

                                                                                                                                              0;   Entirety

                                                 [ ]       Corporate Ownership                                        [ ]    Partnership

                                                 [ ]       Other_____________________

D.  SIGNATURES

Registered Owner: _____________________________

Co-Owner:         _____________________________

Print Name of Custodian or Trustee: ______________________________________________________

Authorized Signature: _____________________________

Date: _____________________

Signature: ___________________________________

MAIL TO:

                                                                                                              RJD Green, Inc.

                                                                                            1560-1 Newbury Rd. #514

                                                                                             Newbury Park, CA 91324

_________________________________________________________________________________

FOR OFFICE USE ONLY:

Date Received: ________________________________________________

Date Accepted/Rejected ________________________________________

Subscriber's Check Amount: _______________________

Check No. ___________________ Date Check ________________

Deposited ________________________________

MR #________________

__________________________________________________________________________________

We have not authorized any dealer, salesperson or other person to give any information or represent anything not contained in this prospectus. You must not rely on any unauthorized information. This prospectus does not offer to sell or buy any shares in any jurisdiction where it is unlawful. The information in this prospectus is current only as of the date of this prospectus.

EX-3.1

Exhibit 3.1

EX-3.2

Exhibit 3.2

BY-LAWS

OF

RJD GREEN, INC.

ARTICLE I

STOCKHOLDERS

SECTION 1.1 ANNUAL MEETINGS.

An annual meeting of stockholders shall be held for the election of Directors at such date, time and place either within or without the State of Nevada as may be designated by the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting.

SECTION 1.2 SPECIAL MEETINGS.

Special meetings of stockholders may be called at any time by the Chairman of the Board, if any, the Vice Chairman of the Board, if any, or the President to be held at such date, time and place either within or without the State of Nevada as may be stated in the notice of the meeting. A special meeting of stockholders shall be called by the Secretary upon the written request, stating the purpose of the meeting, of stockholders who together own of record a majority of the outstanding shares of each class of stock entitled to vote at such meeting.

SECTION 1.3 NOTICE OF MEETINGS.

Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

SECTION 1.4 ADJOURNMENTS.

Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

SECTION 1.5 QUORUM.

At each meeting of stockholders, except where otherwise provided by law or the certificate of incorporation or these by-laws, the holders of a majority of the outstanding shares of each class of stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. For purposes of the foregoing, two or more classes or series of stock shall be considered a single class if the holders thereof are entitled to vote together as a single class at the meeting. In the absence of a quorum the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided by Section 1.4 of these by-laws until a quorum shall attend. Shares of its own capital stock belonging on the record date for the meeting to the Corporation or to another corporation, if a majority of the shares ent itled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

SECTION 1.6 ORGANIZATION.

Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in the absence of the Chairman of the Board by the Vice Chairman of the Board, if any, or in the absence of the Vice Chairman of the Board by the President, or in the absence of the President by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairman of the meeting may appoint any person to act as secretary of the meeting.

SECTION 1.7 VOTING; PROXIES.

Unless otherwise provided in the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. If the certificate of incorporation provides for more or less than one vote for any share on any matter, every reference in these by-laws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. With respect to other matters, unless otherwise provided by law or by the certificate of incorporation or these by-laws, the affirmative vote of the holders of a majority of the shares of all classes of stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, provided that (except as otherwise required by law or by the certificate of incorporation) the Board of Directors may require a larger vote upon any such matter. Where a separate vote by class is required, the affirmative vote of the holders of a majority of the shares of each class present in person or represented by proxy at the meeting shall be the act of such class, except as otherwise provided by law or by the certificate of incorporation or these by-laws.

SECTION 1.8 FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day ne xt preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is expressed; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

SECTION 1.9 LIST OF STOCKHOLDERS ENTITLED TO VOTE.

The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

SECTION 1.10 CONSENT OF STOCKHOLDERS IN LIEU OF MEETING.

Any action required by law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II

BOARD OF DIRECTORS

SECTION 2.1 POWERS; NUMBER; QUALIFICATIONS.

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the certificate of incorporation. The Board shall consist of one or more members, the number thereof to be determined from time to time by the Board. Directors need not be stockholders.

SECTION 2.2 ELECTION; TERM OF OFFICE; RESIGNATION; REMOVAL; VACANCIES.

Each director shall hold office until the annual meeting of stockholders next succeeding his or her election and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any director may resign at any time upon written notice to the Board of Directors or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors; except that, if the certificate of incorporation provides for cumulative voting and less than the entire Board is to be removed, no dir ector may be removed without cause if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire Board, or, if there be classes of directors, at an election of the class of directors of which he or she is a part. Whenever the holders of any class or series of stock are entitled to elect one or more directors by the provisions of the certificate of incorporation, the provisions of the preceding sentence shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.

Unless otherwise provided in the certificate of incorporation or these by-laws, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class or from any other cause may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director. Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by the sole remaining director so elected.

SECTION 2.3 REGULAR MEETINGS.

Regular meetings of the Board of Directors may be held at such places within or without the State of Nevada and at such times as the Board may from time to time determine, and if so determined notice thereof need not be given.

SECTION 2.4 SPECIAL MEETINGS.

Special meetings of the Board of Directors may be held at any time or place within or without the State of Nevada whenever called by the Chairman of the Board, if any, by the Vice Chairman of the Board, if any, by the President or by any two directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

SECTION 2.5 PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE PERMITTED.

Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.

SECTION 2.6 QUORUM; VOTE REQUIRED FOR ACTION.

At all meetings of the Board of Directors one-third of the entire Board shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board unless the certificate of incorporation or these by-laws shall require a vote of a greater number. In case at any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall attend.

SECTION 2.7 ORGANIZATION.

Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in the absence of the Chairman of the Board by the Vice Chairman of the Board, if any, or in the absence of the Vice Chairman of the Board by the President, or in their absence by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairman of the meeting may appoint any person to act as secretary of the meeting.

SECTION 2.8 ACTION BY DIRECTORS WITHOUT A MEETING.

Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

SECTION 2.9 COMPENSATION OF DIRECTORS.

The Board of Directors shall have the authority to fix the compensation of directors.

ARTICLE III

COMMITTEES

SECTION 3.1 COMMITTEES.

The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of dissolution, removing or indemnifying directors or amending these by-laws; and, unless the resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

SECTION 3.2 COMMITTEE RULES.

Unless the Board of Directors otherwise provides, each committee designated by the Board may adopt, amend and repeal rules for the conduct of its business. In the absence of a provision by the Board or a provision in the rules of such committee to the contrary, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and in other respects each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article II of these by-laws.

ARTICLE IV

OFFICERS

SECTION 4.1 OFFICERS; ELECTION.

As soon as practicable after the annual meeting of stockholders in each year, the Board of Directors shall elect a President and a Secretary, and it may, if it so determines, elect from among its members a Chairman of the Board and a Vice Chairman of the Board. The Board may also elect one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and such other officers as the Board may deem desirable or appropriate and may give any of them such further resignations or alternate titles as it considers desirable. Any number of offices may be held by the same person.

SECTION 4.2 TERM OF OFFICE; RESIGNATION; REMOVAL; VACANCIES.

Except as otherwise provided in the resolution of the Board of Directors electing any officer, each officer shall hold office until the first meeting of the Board after the annual meeting of stockholders next succeeding his or her election, and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Board or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board may remove any officer with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the ele ction of an officer shall not of itself create contractual rights. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board at any regular or special meeting.

SECTION 4.3 CHAIRMAN OF THE BOARD.

The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present and shall have and may exercise such powers as may, from time to time, be assigned to him or her by the Board and as may be provided by law.

SECTION 4.4 VICE CHAIRMAN OF THE BOARD.

In the absence of the Chairman of the Board, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present and shall have and may exercise such powers as may, from time to time, be assigned to him or her by the Board and as may be provided by law.

SECTION 4.5 PRESIDENT.

In the absence of the Chairman of the Board and Vice Chairman of the Board, the President shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present. The President shall be the chief executive officer and shall have general charge and supervision of the business of the Corporation and, in general, shall perform all duties incident to the office of president of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board or as may be provided by law.

SECTION 4.6 VICE PRESIDENTS.

The Vice President or Vice Presidents, at the request or in the absence of the President or during the President’s inability to act, shall perform the duties of the President, and when so acting shall ave the powers of the President. If there be more than one Vice President, the Board of Directors may determine which one or more of the Vice Presidents shall perform any of such duties; or if such determination is not made by the Board, the President may make such determination; otherwise any of the Vice Presidents may perform any of such duties. The Vice President or Vice Presidents shall have such other powers and shall perform such other duties as may, from time to time, be assigned to him or her or them by the Board or the President or as may be provided by law.

SECTION 4.7 SECRETARY.

The Secretary shall have the duty to record the proceedings of the meetings of the stockholders, the Board of Directors and any committees in a book to be kept for that purpose, shall see that all notices are duly given in accordance with the provisions of these by-laws or as required by law, shall be custodian of the records of the Corporation, may affix the corporate seal to any document the execution of which, on behalf of the Corporation, is duly authorized, and when so affixed may attest the same, and, in general, shall perform all duties incident to the office of secretary of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board or the President or as may be provided by law.

SECTION 4.8 TREASURER.

The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and shall deposit or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by or under authority of the Board of Directors. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties, with such surety or sureties as the Board may determine. The Treasurer shall keep or cause to be kept full and accurate records of all receipts and disbursements in books of the Corporation, shall render to the President and to the Board, whenever requested, an account of the financial condition of the Corporation, and, in general, shall perform all the duti es incident to the office of treasurer of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board or the President or as may be provided by law.

SECTION 4.9 OTHER OFFICERS.

The other officers, if any, of the Corporation shall have such powers and duties in the management of the Corporation as shall be stated in a resolution of the Board of Directors which is not inconsistent with these by-laws and, to the extent not so stated, as generally pertain to their respective offices, subject to the control of the Board. The Board may require any officer, agent or employee to give security for the faithful performance of his or her duties.

ARTICLE V

STOCK

SECTION 5.1 CERTIFICATES.

Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, certifying the number of shares owned by such holder in the Corporation. If such certificate is manually signed by one officer or manually countersigned by a transfer agent or by a registrar, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Cor poration with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

SECTION 5.2 LOST, STOLEN OR DESTROYED STOCK CERTIFICATES; ISSUANCE OF NEW CERTIFICATES.

The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VI

MISCELLANEOUS

SECTION 6.1 FISCAL YEAR.

The fiscal year of the Corporation shall be determined by the Board of Directors.

SECTION 6.2 SEAL.

The Corporation may have a corporate seal which shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

SECTION 6.3 WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS, DIRECTORS AND COMMITTEES.

Whenever notice is required to be given by law or under any provision of the certificate of incorporation or these by-laws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the certificate of incorporation or these by - -laws.

SECTION 6.4 INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES.

The Corporation shall indemnify to the full extent authorized by law any person made or threatened to be made a party to any action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person or such person’s testator or intestate is or was a director, officer or employee of the Corporation or serves or served at the request of the Corporation any other enterprise as a director, officer or employee. For purposes of this by-law, the term “Corporation” shall include any predecessor of the Corporation and any constituent corporation (including any constituent of a constituent) absorbed by the Corporation in a consolidation or merger; the term “other enterprise” shall include any corporation, partnership, joint venture, trust or employee benefit plan; serv ice “at the request of the Corporation” shall include service as a director, officer or employee of the Corporation which imposes duties on, or involves services by, such director, officer or employee with respect to an employee benefit plan, its participants or beneficiaries; any excise taxes assessed on a person with respect to an employee benefit plan shall be deemed to be indemnifiable expenses; and action by a person with respect to an employee benefit plan which such person reasonably believes to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not opposed to the best interests of the Corporation.

SECTION 6.5 INTERESTED DIRECTORS; QUORUM.

No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or her or their votes are counted for such purpose, if: (1) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transact ion by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

SECTION 6.6 FORM OF RECORDS.

Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

SECTION 6.7 AMENDMENT OF BY-LAWS.

These by-laws may be amended or repealed, and new by-laws adopted, by the Board of Directors, but the stockholders entitled to vote may adopt additional by-laws and may amend or repeal any by-law whether or not adopted by them.

EX-4.1

Exhibit 4.1

EX-5.1

Exhibit 5.1

LAW OFFICE OF JILLIAN SIDOTI

34721 Myrtle Court

Winchester, CA 92596

(323) 799-1342

November 1, 2010

RE:              RJD Green, Inc.

Registration Statement on Form S-1

Gentlemen:

I have been retained by RJD Green, Inc., a Nevada corporation (the "Company"), in connection with the Registration Statement (the "Registration Statement") on Form S-1, to be filed by the Company with the U.S. Securities and Exchange Commission relating to the offering of 705,000 shares of common stock to be sold by the existing shareholders. You have requested that I render my opinion as to whether or not the securities proposed to be issued on terms set forth in the Registration Statement are validly issued, fully paid, and non-assessable.

In connection with the request, I have examined the following:

1. Certificate of Incorporation of the Company;

2. Bylaws of the Company;

3. The Registration Statement; and

4. Unanimous consent resolutions of the Company's Board of Directors.

I have examined such other corporate records and documents and have made such other examinations, as I have deemed relevant.

Based on the above examination, I am of the opinion that the 705,000 shares of common stock already  issued pursuant to the Registration Statement are validly authorized and are validly issued, fully paid and non-assessable under the corporate laws of the State of Nevada.

I consent to my name being used in the Registration Statement as having rendered the foregoing opinion and as having represented the Company in connection with the Registration Statement.

Sincerely,

Jillian Ivey Sidoti

EX-10.1

Exhibit 10.1

PROMISSORY NOTE

Entered into October 15, 2009

   $3,513

   In consideration of Money Loaned to the Company by Robert Kepe in the aggregate amount of $3,513, RJD Green, Inc., a Nevada corporation ("RJD Green, Inc.”) hereby promises to pay to the order of Robert Kepe,  an individual ("Mr. Kepe”), the amount of $3,513.00 in accordance with the following:

1.   Payment of Amount Owed. RJD Green, Inc. shall pay Mr. Kepe the principal

amount of this note in on demand.

2.   Interest. Interest will accrue on the principal amount of this note at 0%.

3.    Method of Payment. RJD Green, Inc. shall make all payments of amounts due under this note by wire transfer of immediately available funds to an account designated by Mr. Kepe in a written notice to RJD Green, Inc.

4.   Conversion. Mr. Kepe is not entitled to convert this Promissory Note into any shares of the RJD Green, Inc.

5.   Prepayment. RJD Green, Inc. may prepay this note in whole or in part at any time without premium or penalty.

6.   Events of Default. The occurrence of one or more of the following events (an

"Event  of Default-) will cause RJD Green, Inc. to be in default under this note:

a.   RJD Green, Inc. fails to make any payment due under section 1 of this note or breaches any other obligation contained in this note, and

b.   RJD Green, Inc. commences any voluntary proceeding under any chapter of the Federal Bankruptcy Code or any other law relating to bankruptcy, bankruptcy reorganization, insolvency or relief of debtors, or any such proceeding is commenced against RJD Green, Inc. and is not dismissed within 60 days from the date on which it is filed or instituted.

7.   Default Rate. Upon occurrence of an Event of Default, the unpaid principal amount of this note and any interest accrued thereon will bear interest from the date due until that amount is paid in full at an annual rate of 0 %.

8.   Expenses. RJD Green, Inc. shall pay all reasonable expenses incurred by Mr. Kepe in connection with the collection and enforcement of this note, including without limitation reasonable attorneys' fees and costs.

9.   Waiver of Presentment. RJD Green, Inc. hereby waives presentment. notice of demand for payment, protest, notice of dishonor and any other notice of any kind with respect to this note.

10.   Waiver of Rights. No delay on the part of Mr. Kepe in exercising any of Mr. Kepe's rights nor an partial or single exercise or any of those rights constitutes a waiver thereof or of' any other right, and no waiver on the part of Mr. Kepe of any of Mr. Kepe's rights constitutes a waiver of any other right

11.   Amendment. This note may only be amended, waived, discharged, or terminated

by an instrument in writing signed by the party against which enforcement of the amendment, waiver, discharge, or termination is sought.

12.   Governing Law. The laws of the State of California, without regard to principles

of conflicts of law, govern all matters arising under this note, including without limitation any tort claim.

 RJD Green, Inc. is executing this note on the date stated at the top of this note.

EX-23.1

Exhibit 23.1

Stan J.H. Lee, CPA

2160 North Central Rd Suite 203 wFort Lee wNJ 07024

P.O. Box 436402 w San Ysidro w CA 92143-9402

619-623-7799 wFax 619-564-3408 wstan2u@gmail.com

To Whom It May Concerns:

The firm of Stan J.H. Lee, Certified Public Accountants, consents to the inclusion of our report of July  31, 2010, on the audited financial statements RJD GREEN INC. as of June 30,  2010 and for the period then ended in any filings that are necessary now or in the near future with the U.S. Securities and Exchange Commission.

Very truly yours,

/s/ Stan J.H. Lee, CPA

Stan J.H. Lee, CPA

November 1, 2010

Registered with the Public Company Accounting Oversight Board

Member of New Jersey Society of Certified Public Accountants