Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines RJD GREEN INC

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

RJD GREEN INC.
A Nevada Corporation
5151 South Mingo Road, Suite F
Tulsa, Oklahoma 741146
(918) 551-7883
www.rjdgreen.com
SIC:6719

Annual Report
For the period ending August 31, 2023 (the “Reporting Period”)

Outstanding Shares
The number of shares outstanding of our Common Stock was:

359,357,992 as of October 31,2023

359,357,992 as of August 31, 2023

359,357,992 as of August 31, 2022

Shell Status
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 of the Exchange Act of 1934):

Yes: ☐ No: ☒

Indicate by check mark whether the company’s shell status has changed since the previous reporting period

Yes: ☐ No: ☒

Change in Control
Indicate by check mark whether a Change in Control of the company has occurred over this reporting period:

Yes: ☐ No: ☒

1) Name and address(es) of the issuer and its predecessors (if any)

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.

RJD Green, Inc.

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer’s current standing in its state of incorporation (e.g., active, default, inactive):

The Company was Incorporated in Nevada on September 10, 2010, is an active corporation

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

None

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

NONE

The address(es) of the issuer’s principal executive office:

5151 South Mingo Road, Suite F Tulsa Oklahoma, 74146

The address(es) of the issuer’s principal place of business:

X☐ Check if principal executive office and principal place of business are the same address:

Yes

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

No: ☒ Yes: ☐ If Yes, provide additional details below:

2) Security Information

Transfer Agent

Name:      Worldwide Stock Transfer, LLC 

Phone:       (201)  820-2008

Email:        [email protected]

Address:   University Plaza, Suite 105

Hackensack, NJ, 07601

Publicly Quoted or Traded Securities: 

Trading symbol: RJDG

Exact title and class of securities outstanding: Common Stock

CUSIP: 7496033106

Par or stated value: $0.001

Total shares authorized: 750,000,000 as of October 31, 2023

Total shares outstanding: 359,357,992 as of October 31, 2023

Total number of shareholders of record: 157 as of October 31, 2023

All additional class(es) of publicly quoted or traded securities (if any):  None

Trading symbol:

Exact title and class of securities outstanding:

CUSIP:

Par or stated value:

Total shares authorized: as of date:

Total shares outstanding: as of date:  

Total number of shareholders of record: as of date:

Trading symbol:

Exact title and class of securities outstanding:

CUSIP:

Par or stated value:

Total shares authorized: as of date:

Total shares outstanding: as of date:  

Total number of shareholders of record: as of date:

Other classes of authorized or outstanding equity securities:

None

Exact title and class of the security:

CUSIP (if applicable):

Par or stated value:

Total shares authorized: as of date:

Total shares outstanding (if applicable): as of date:  

Total number of shareholders of record

(if applicable): as of date:  

Exact title and class of the security:

CUSIP (if applicable):

Par or stated value:

Total shares authorized: as of date:

Total shares outstanding (if applicable): as of date:  

Total number of shareholders of record

(if applicable): as of date:  

Security Description:

The goal of this section is to provide a clear understanding of the material rights and privileges of the securities issued by the company. Please provide the below information for each class of the company’s equity securities, as applicable: 

For common equity, describe any dividend, voting and preemption rights.

For preferred stock, describe the dividend, voting, conversion, and liquidation rights as well as redemption or sinking fund provisions.

Describe any other material rights of common or preferred stockholders.

Describe any material modifications to the rights of holders of the company’s securities that have occurred over the reporting period covered by this report.

3) Issuance History

Changes to the Number of Outstanding Shares

Indicate by check mark whether there were any changes to the number of outstanding shares within the past two completed fiscal years:

No: x Yes: ☐ (If yes, you must complete the table below)

Shares Outstanding as of Second Most Recent Fiscal Year End: Opening Balance Date 08/31/2022 Common 359,357,992 Preferred 0
Date of Transaction	Transaction type (e.g., new issuance, cancellation, shares returned to treasury)	Number of Shares Issued (or cancelled)	Class of Securities	Value of shares issued ($/per share) at Issuance	Were the shares issued at a discount to the market price at the time of issuance? (Yes/No)	Individual/ Entity Shares were issued to. *You must disclose the control person(s) for any entities listed.	Reason for share issuance (e.g. for cash or debt conversion) -OR- Nature of Services Provided	Restricted or Unrestricted as of this filing.	Exemption or Registration Type.



Shares Outstanding on Date of This Report: Ending Balance Ending Balance: Date 08/31/2023 Common:359,357,992 Preferred: 0

Use the space below to provide any additional details, including footnotes to the table above:

Promissory and Convertible Notes

Indicate by check mark whether there are any outstanding promissory, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer’s equity securities:

No: X Yes: ☐ (If yes, you must complete the table below)

Date of Note Issuance	Outstanding Balance ($)	Principal Amount at Issuance ($)	Interest Accrued ($)	Maturity Date	Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares)	Name of Noteholder. *You must disclose the control person(s) for any entities listed.	Reason for Issuance (e.g. Loan, Services, etc.)

Use the space below to provide any additional details, including footnotes to the table above:

4) Issuer’s Business, Products and Services

The purpose of this section is to provide a clear description of the issuer’s current operations.

(Please ensure that these descriptions are updated on the Company’s Profile on www.otcmarkets.com).

Summarize the issuer’s business operations (If the issuer does not have current operations, state “no operations”)

RJD Green, Inc., a Nevada company, is a holding company incorporated in the State of Nevada in September 2010. 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 June 2013, the issuer was repositioned as a holding company with a focus of acquiring and managing assets and companies within three sectors: green environmental, healthcare services, and specialty contracting services.

In the first quarter of 2015, the issuer completed the acquisition of Silex Holdings Inc. Silex Holdings Inc. operates a manufacturing and distribution company for kitchen and bath products for the builder and retail markets. Silex Holdings Inc. is a seventeen-year-old manufacturer and installation contractor of kitchen and bath products such as countertops, cabinets, and related. The company operates in two regional locations. Silex Holdings is in Tulsa, Oklahoma, tele: (918) 836-5454.The website is www.silexinteriors.com. Silex is managed by the RD Green corporate management team with Ron Brewer, CEO acting as President.

IoSoft Inc., a software development and support company, assets were acquired in June of 2016. IoSoft operates as IoSoft Systems, a division of RJD Green. It is a developer of software that provides accelerated payment processing for virtual credit cards and checks all controlled by the provider versus the payer. The initial market focus is healthcare services. Technology launch efforts in the small business custom software are underway . Headquartered in Tulsa Oklahoma, tele: (214) 377-6078. The website is www.iosoftinc.com. IoSoft is managed by Vincent Valentine, President and supported by the RJD corporate team with John Rabbitt, CFO acting as General Manager.

List any subsidiaries, parent company, or affiliated companies.

Silex Holdings Inc. – Subsidiary

IoSoft Inc. – Subsidiary

Describe the issuers’ principal products or services.

Manufacturing, installation and distribution company for kitchen and bath products such as countertops and cabinets for the commercial, homebuilder and retail markets.

Development of software that provides accelerated payment processing for; virtual, credit card, and checks all controlled by the provider versus the payer. The initial market focus is healthcare services

Green technologies and services to the environmental sector

5) Issuer’s Facilities

The Company’s corporate office is at 5151 South Mingo Road, Suite F, Tulsa Oklahoma. The Company’s subsidiary, Silex Holdings, Inc. has manufacturing and sales facilities in Tulsa and Oklahoma City Oklahoma. Tulsa facility is 4,000 square feet with a monthly rental of $3,675. Oklahoma City is 16,570 square feet with a monthly rental of $14,975.

6) Officers, Directors, and Control Persons

Using the table below, please provide information, as of the period end date of this report, regarding any officers, or directors of the company, individuals or entities controlling more that 5% of any class of the issuers securities, or any person that performs a similar function, regardless of the number of shares they own. If any insiders listed are corporate shareholders or entities, provide the name and address of the person(s) beneficially owning or controlling such corporate shareholders, or the name and contact information (City, State) of an individual representing the corporation or entity in the note section.

Include Company Insiders who own any outstanding units or shares of any class of any equity security of the issuer.

The goal of this section is to provide an investor with a clear understanding of the identity of all the persons or entities that are involved in managing, controlling or advising the operations, business development and disclosure of the issuer, as well as the identity of any significant or beneficial shareholders.

Names of All Officers, Directors and Control Persons	Affiliation with Company (e.g., Officer Title /Director/Owner of more than 5%)	Residential Address (City / State Only)	Number of shares owned	Share type/class	Ownership Percentage of Class Outstanding	Names of control person(s) if a corporate entity
Ron Brewer	CEO/Director	Broken Arrow, OK	38,091,651	Common	10.6%
John Rabbitt	CFO/Director	Dallas, TX	19,150,183	Common	5.3%
Jerry Niblett	COO/Director	Skiatook, OK	23,885,504	Common	6.6%
Bryan Porto	Director	Broken Arrow, OK	2,000,000	Common	0.55%

7) Legal/Disciplinary History

Identify whether any of the persons or entities listed above have, in the past 10 years, been the subject of:

A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses);

The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking activities;

3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding, or judgment has not been reversed, suspended, or vacated; or

4. The entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended, or otherwise limited such person’s involvement in any type of business or securities activities.

Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the issuer or any of its subsidiaries is a party or of which any of their property is the subject. Include the name of the court or agency in which the proceedings are pending, the date instituted, the principal parties thereto, a description of the factual basis alleged to underlie the proceeding and the relief sought. Include similar information as to any such proceedings known to be contemplated by governmental authorities.

None

8) Third Party Service Providers

Provide the name, address, telephone number and email address of each of the following outside providers. You may add additional space as needed.

Securities Counsel (must include Counsel preparing Attorney Letters).

Thomas C. Cook

10470 W. Cheyenne Ave. Suite 115, PMB 303

Las Vegas, Nevada 89129

(702) 524-9151

[email protected]

Accountant or Auditor

Martin Chumley

Keens Accounting

8703 East 21^st Street

Tulsa, OK 74129

(918) 664-8700

[email protected]

Firm: NA

Address 1:

Address 2:

Phone:

Email:

Investor Relations

Name: NA

Firm:

Address 1:

Address 2:

Phone:

Email:

All other means of Investor Communications

Twitter:

Discord:

Facebook:

[Other ]

Other Service Providers None

Provide the name of any other service provider(s) that assisted, advised, prepared, or provided information with respect to this disclosure statement. This includes counsel, broker-dealer(s), advisor(s), consultant(s) or any entity/individual that provided assistance or services to the issuer during the reporting period.

Name: None

Firm:

Nature of Services:

Address 1:

Address 2:

Phone:

Email:

9) Financial Statements

The following financial statements were prepared in accordance with:

☐ IFRS

X U.S. GAAP

The following financial statements were prepared by (name of individual):

Name: John Rabbitt

Title: CFO

Relationship to Issuer: Officer and Director

Describe the qualifications of the person or persons who prepared the financial statements:

Mr. Rabbitt has served in CEO/COO and CFO positions for firms ranging from

$5,000,000 to $300,000,000 annual revenue. He also served as a member of PepsiCo’s Mid-West Advisory Board, and as a Director and Secretary/Treasurer of their largest canning division. His career started in auditing with the CPA firm Ernst and Ernst.

Provide the following financial statements for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal years and any subsequent interim periods.

RJD GREEN INC.
Consolidated Balance Sheet
As of:
	August 31,	August 31,
ASSETS	2023	2022
Current Assets
Total Bank Accounts	$ 783,170	$ 469,987
Total Accounts Receivable	$ 445,413	$ 426,288
Total Inventory	$ 734,084	$ 592,095
Total Deposits	$ 36,554	$ 41,408
Other	$ 328	$ 9,895
Total Current Assets	$ 1,999,549	$ 1,539,673
LONG TERM ASSETS
Fixed Assets and Improvements	242,829.11	$ 211,068
Equipment	$ 456,739	$ 452,177
Furniture and Fixtures	$ 54,559	$ 56,665
Vehicles	$ 35,180	$ 28,226
Other
Depreciation	$ (333,226)	$ (262,589)
Total Long-Term Assets	$ 456,081	$ 485,547
Total Assets	$ 2,455,631	$ 2,025,220
LIABILITIES AND EQUITY
Current Liabilities
Accounts Payable	$ 290,994	$ 353,942
Oklahoma Tax Commission Payable	$ 18,745
Accrued liabilities (salaries)	$ 28,876	$ 30,870
Current Tax	$ (12,000)	$ 22,145
Loan Forklift	$ 4,961	$ 12,758
Loan Template System	$ 2,464	$ 7,391
Total Current Liabilities	$ 334,039	$ 427,106
LONG TERM LIABILITIES
Note Payable
Business Tax		$ 119,241
Total Long-Term Liabilities	$ –	$ 119,241
Total Liabilities	$ 334,039	$ 546,347
Equity
Common Stock	$ 359,357	$ 359,357
Additional Paid in Capital	$ 1,924,684	$ 1,924,684
Donated Capital	$ 111,410	$ 111,410
Discount on Common Stock	$ (587,988)	$ (587,988)
Accumulated Deficit/Profit	$ (328,549)	$ (808,239)
Net Income	$ 642,678	$ 479,649
Total Equity	$ 2,121,592	$ 1,478,873
TOTAL LIABILITIES AND EQUITY	$ 2,455,631	$ 2,025,220

RJD GREEN INC.
Consolidated Profit and Loss
	Three Months	Three Months	Twelve Months	Twelve Months
	Ended	Ended	Ended	Ended
	August 31, 2023	August 31, 2022	August 31, 2023	August 31, 2022

Revenue	$ 1,366,868	$ 1,465,579	$ 5,019,239	$ 5,063,378
Cost of Sales	$ 883,840	$ 1,025,637	$ 3,257,613	$ 3,206,306

Gross Profit	$ 483,028	$ 439,942	$ 1,761,626	$ 1,857,072

Operating Expenses:
Bank and Credit Card Fees	$ 18,985	$ 18,880	$ 56,771	$ 67,520
Management Services	$ 0
General & Administrative Expense	$ 33,035	$ 35,781	$ 129,376	$ 146,083
Insurance	$ 1,423	$ 8,240	$ 14,130	$ 17,233
Interest on debt	$ 488	$ 520	$ 2,502	$ 2,160
Maintenance and repairs	$ 575	$ 1,728	$ 2,606	$ 3,825
Contract Labor	$ 43,500	$ 82,340	$ 177,224	$ 196,650
Meals & Entertainment	$ 1,297	$ 1,336	$ 3,631	$ 4,179
Other Expenses	$ 300	$ 279	$ 4,307	$ 632
Payroll and payroll taxes	$ 191,635	$ 166,291	$ 623,797	$ 571,161
Professional fees	$ 16,513	$ 1,123	$ 39,457	$ 66,530
Property Taxes	$ 2,835	$ 2,669	$ 13,549	$ 14,079
Federal & State Taxes	$ 0	$ 43,246	$ 41,438	$ 66,891
Rent	$ 25,228	$ 25,362	$ 101,051	$ 102,276
Utilities	$ 9,947	$ 10,231	$ 33,715	$ 35,220
Vehicle	$ 1,649	$ 3,175	$ 9,711	$ 11,418
Depreciation Expense	$ 15,183	$ 18,116	$ 77,433	$ 72,677
Total Expenses	$ 362,593	$ 419,316	$ 1,330,699	$ 1,378,534
Net Operating Income	$ 120,436	$ 20,625	$ 430,927	$ 478,538
Net Other Income/Expense	$ 552	$ 22	$ 211,751	$ 1,111
Net Loss and Comprehensive Income	$ 120,987	$ 20,647	$ 642,678	$ 479,649
Net Income per Share – Basic and Diluted	$ 0.00	$ 0.00	$ 0.00	$ 0.00

Weighted Average Shares Outstanding	359,357,992	359,357,992	359,357,992	359,357,992

RJD GREEN CONSOLIDATED
Statement of Cash Flows (Unaudited)
	Fiscal Year	Fiscal Year
	August 31,	August 31,
OPERATING ACTIVITIES	2023	2022
Net Income	$ 642,678	$ 479,649

Adjustments to reconcile Net Income to Net Cash provided by operations:
Depreciation	$ 70,638	$ 72,677
Changes in operating assets and liabilities
Accounts receivable	$ (24,319)	$ (157,707)
Inventory	$ (141,949)	$ (91,003)
Other Assets	$ 17,621	$ (13,179)
Accounts payable and accrued liabilities	$ (66,347)	$ 57,684
Tax Liabilities	$ (131,241)	$ (148,529)
Net Cash Provided by Operating Activities	$ 367,081	$ 199,592

Investing Activities
Purchase of Property and Equipment	$ (53,898)	$ (202,074)
Net Cash Used in Investing Activities	$ (53,898)	$ (202,074)

Financing Activities
Repayment of contingently convertible debt
Additional (Repayment) of long-term debt
Net Cash Provided in Financing Activities

Net Change in Cash	$ 313,183	$ (2,482)
Cash &cash equivalents at the beginning of the year	$ 469,987	$ 472,469

Cash & cash equivalents at the end of the period	$ 783,170	$ 469,987

Supplemental disclosures of cash flow information
Interest paid	$ 2,502	$2,160
Income taxes paid	$ 186,228	$66,891

RJD Green Inc.

Statement of Shareholders’ Equity

	Common Stock
	Shares	Amount	Paid in Capital	Donated Capital	Discount Common Stock	Accumulated Profit/Deficit	Total Shareholders’ Equity
Balance as of August 31, 2020	296,230,654	$296,230	$1,299,723	$111,410	$(587,988)	$(1,080,674)	$38,701
Stock issued in lieu of compensation	63,127,338	63,127	624,961	–	–	–	688,088
Net Income	–	–	–	–	–	272,435	272,435
Balance as of August 31, 2021	359,357,992	$359,357	$1,924,684	$111,410	$(587,988)	$(808,239)	$999,224
Net Income	–	–	–	–	–	$479,648	$479648
Balance as of August 31, 2022 Net Income Balance as of August 31, 2023	359,357,992 359,357,992	$359,357 $359,357	$1,924,684 $1,924,684	$111,410 $111,410	$(587,988) $(587,988)	$(328,891) $642,678 $313,787	$1’478,873 $642,678 $2,121,551

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

RJD Green, Inc.

Notes to Financial Statements

For the Year Ended August 31, 2022

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, 2010. In June of 2013, the Company was repositioned as a holding company with a focus of acquiring and managing assets and companies within three sectors: green environmental, energy, and specialty contracting services. The first acquisition, Silex Holdings, was completed in the first quarter of 2016. Silex is engaged in manufacturing for retail and wholesale distribution of kitchen and bath builder products including counter tops, sinks, facets, shower stalls, cabinets, and other related products.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

These financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States and are expressed in US dollars. The Company’s fiscal year-end is August 31.

GOING CONCERN

The Company has monthly recurring revenues of $418,269 and $783,170 of working capital and shareholder equity of $2,121,592 as of August 31, 2023. The Company’s continuation as an ongoing concern is dependent on its ability to continue to generate reoccurring revenues, creating sufficient cash flows from operations to meet its obligations and/or obtain additional financing, as may be required.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Silex Holdings Inc. increased annual net income in 2023 by 25.4% and projects 10% increase in 2024 revenue. IoSoft Services is expected to create additional excess capital from the completed new software platforms that are ready for market. A planned acquisition funding program is being continued that will bring forward additional equitable funding for acquisitions.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. The Company regularly evaluates estimates relating to deferred income tax valuations and financial instrument valuations. Actual results could differ materially from those estimates.

REVENUE RECOGNITION

The Company’s revenue recognition policy complies with the requirements of ASC 605. Revenue is recognized when i) persuasive evidence of an arrangement exists, ii) delivery has occurred, iii) the sales price is fixed or determinable, iv) collection is probable and v) obligations have been substantially performed pursuant to the terms of the arrangement.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less or may be redeemable within this period with insignificant penalties. The Company had cash of $783,170 held in a bank and cash equivalents of $36,554 as of August 31, 2023, and $469,987 of cash held in a bank and $41,408 of cash equivalents as of August 31, 2022.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 820-10, “Fair Value Measurements and Disclosures” for financial assets and liabilities. FASB ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

RECENT ACCOUNTING PRONOUNCEMENTS – Not Yet Adopted

In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendment in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. The Company is evaluating the effect, if any, adoption of ASU No. 2013-07 will have on its financial statements.

RECENT ACCOUNTING PRONOUNCEMENTS – Adopted

In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, including an Amendment to Variable Interest Entities Guidance in Topic 810 Consolidation. The objective of the amendments in ASU No. 2014-10 is to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements for development stage entities. ASU No. 2014-10 is effective as of the first annual period beginning after December 15, 2014, at which time the presentation and disclosure requirements in Topic 915 will no longer be required. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption of those new standards is permitted.

The Company adopted ASU No. 2014-10 effective June 1, 2014. The amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which entity is no longer a development stage entity that in prior years it had been in the development stage.

INCOME TAXES

Under ASC 740, “Income Taxes”, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is not more likely than not that some or all the deferred tax assets will be realized.

LOSS PER COMMON SHARE

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity.

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	As of Auguste 31, 2023			As of August 31, 2022
	Cost $	Accumulated Depreciation $	Net Book Value $	Cost $	Accumulated Depreciation $	Net Book Value $
Real Estate Vehicles	– 35,180	– 16’493	– 18,687	28,226	28,226	0
Equipment	456,739	180,304	276,435	507,563	507,563	0
Leasehold improvements	239,829	88,992	150,837	–	181,835	114,647
Furniture and fixtures	57,559	47,437	10,122	296,482
	789,307	333,226	456,081	832,271	717,624	114,647

Net book value above is based on Maximum Statutory Tax benefit. Net Value Based on Straight Line depreciation is $456,081.

NOTE 4 – SHORT-TERM DEBT

August 31, 2023 August 31, 2022

Loan payable to Toyota Forklift interest of 5.5%$ 4,961$ 12,759

Loan Payable to ACH Template Systems $ 2,464 $ 7,391

Business Tax note bearing 2.5% interest $ – $119,241

NOTE 5 – LONG-TERM DEBT

August 31, 2023 August 31, 2021

Business Tax note $ -$ –

NOTE 6 – DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS

Through the quarter ended August 31, 2022, the Company received no additional inter-company loans

Through the quarter ended August 31, 2022, the Company received no additional loans from Silex Holdings Inc.

Through the quarter ended August 31, 2021, the Company received additional loans from Silex Holdings Inc. totaling $133,000.

During the year ended August 31, 2020, the Company received loans from Silex Holdings Inc. totaling $139,735.

During the year ended August 31, 2019, the Company received additional loans from Silex Holdings Inc. totaling $243,100.

During the year ended August 31, 2018, the Company received loans from Silex Holdings totaling $256,475

During the year ended August 31, 2017, the Company received loans from Silex Holdings Inc. totaling $179,750.

NOTE 7 – COMMON STOCK

On October 25, 2016, the Company issued 11,052,631 common shares to David Malley for $55,000.

On October 25, 2016, the Company issued 11,150,000 common shares in lieu of officers’ and directors’ compensation valued at $55,750 as follows: Ron Brewer CEO – 5,000,000 common shares, John Rabbitt CFO – 2,500,000 common shares, Jerry Niblett COO – 2,000,000 common shares and Rex Washburn, Director – 2,000,000 common shares.

On December 5, 2016, the Company issued 21,948,108 common shares to EROP Corp., an entity controlled by Vincent Sbarra, for the purchase of $110,000 in vendor debt.

On February 27, 2017, Equitas Group LLC, an entity controlled by Clayton Cooley, converted $329,889 of debt into 16,494,450 common shares at $0.02 per common share.

On January 28, 2018, the Company issued 30,000,000 common shares to Northbridge Financial Corp., an entity controlled by Samuel Oshana, for the purchase of $168,112 in vendor debt.

On May 28, 2018, the Company issued 20,655,850 common shares to Northbridge Financial Corp., an entity controlled by Samuel Oshana, for the purchase of $206,558 in vendor debt.

On June 9, 2018, the Company issued 19,405,235 common shares to Northbridge Financial Corp. for the purchase of $40,061 in vendor debt.

No issuance occurred in the years 2019 and 2020 ending August 31.

On May 17, 2021, the Company issued 63,127,338 common shares in conversion of officers’ compensation of $688,088 accrued from 2014 through May of 2020. Common share issuance as follows: Ron Brewer CEO – 28,091,651, John Rabbitt CFO – 15,150,183, Jerry Niblett COO – 19,885,504.

All the above common shares were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933.

All common stock amounts and per share amounts in these financial statements reflect the fifty-for-one and two-for-one stock splits of the Company, effective November 30, 2012, and March 31, 2013, respectively, including retrospective adjustment of common stock amounts to reflect a par value of $0.001 per share.

NOTE 8 – INCOME TAXES

The items accounting for the difference between income taxes computed at the federal statutory rate and the benefit for income taxes were as follow:

	August 31, 2022	August 31, 2021
Benefit computed at federal statutory rate	24.00%	24.00%
State tax, net of federal tax benefit	0.00%	0.00%
Valuation allowance	(24.00%)	(24.00%)
Effective income tax rate	0.00%	0.00%

Deferred tax assets resulting from the net operating losses (“NOL”) are reduced by a valuation allowance, when, in the opinion of management, utilization is not more likely than not. The following summarizes the deferred tax assets:

	August 31, 2023	August 31, 2022
Deferred tax asset – NOL	$ 357,846	$ 357,846
Less valuation allowance	(357,846)	(357,846)
Net deferred tax asset	$ 0	$ 0

The Company periodically evaluates the likelihood of the realization of deferred tax assets and adjusts the carrying amount of the deferred tax assets by a valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not.

The Company considers many factors when assessing the likelihood of future realization of our deferred tax assets, including recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carry-forward periods available to it for tax reporting purposes, and other relevant factors.

On May 31, 2020, based on the weight of available evidence, including cumulative losses in recent years and expectations of future taxable income, the Company determined that it was more likely than not that its deferred tax assets would be realized. Accordingly, the Company has recorded a valuation allowance equivalent to 100% of its cumulative deferred tax assets.

Because of the implementation of certain provisions of ASC 740, the Company performed an analysis of its previous tax filings and determined that there were no positions taken that it considered materially uncertain. Therefore, there was no provision for uncertain tax positions for the fiscal year ended August 31, 2017, and for the year ended August 31, 2016. Future changes in uncertain tax positions are not expected to have an impact on the effective tax rate due to the existence of the valuation allowance.

NOTE 9 – FAIR MARKET VALUE

The following table provides a summary of the Company’s financial assets and liabilities.

As of August 31, 2023 As of August 31, 2022

$5,019,239 $5,063,378

Level 1 Level 2 Level 3 Level 1 Level 2 Level 3

Assets

Cash and cash

equivalents $783,170 – – $469,987 – –

NOTE 10 – COMMITMENT

On May 21, 2013, the Company entered into a definitive agreement with the shareholders of Silex. Pursuant to the agreement, and subsequent amendment on November 21, 2013, the Company purchased all the outstanding securities of Silex in exchange for 129,090,000 common shares of the Company and the retirement of 387,500,000 shares. The shares were issued and retired respectively during the year ended August 31, 2014, in anticipation of the completion of the agreement. The acquisition was completed in the fiscal year ended August 31, 2015. Silex is a wholly owned subsidiary of the registrant.

On July 20, 2016, the Company completed the acquisition of IoSoft Inc. for 2,000,000 shares of common stock and working capital funding agreement for up to $500,000 of growth working capital. IoSoft is a wholly owned subsidiary of the registrant.

10) Issuer Certification

Principal Executive Officer:

The issuer shall include certifications by the chief executive officer and chief financial officer of the issuer (or any other persons with different titles but having the same responsibilities) in each Quarterly Report or Annual Report.

The certifications shall follow the format below:

I, Ron Brewer certify that:

I have reviewed this Disclosure Statement for August 31, 2023, Annual Report;

Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and

Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.

October 31,2023[Date]

/s/Ron Brewer [CEO’s Signature]

Principal Financial Officer:

I, John Rabbitt certify that:

I have reviewed this Disclosure Statement for August 31, 2023, Annual Report;

Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and

Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.

October 31, 2023[Date]

/s/John Rabbitt [CFO’s Signature]