M2i Global, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS M2i GLOBAL, INC. (formerly Inky, Inc.) CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) August 31, 2023 November 30, 2022 ASSETS CURRENT ASSETS Cash and equivalents $ 44,914 $ 114 Prepaids and other current assets - 13,767 Total current assets 44,914 13,881 Intangible assets - 111,970 TOTAL ASSETS $ 44,914 $ 125,851 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable and accrued expenses $ 908,748 $ 476 Accrued payroll - related party - 49,000 Related party loan 200,000 72,774 Total current liabilities 1,108,748 122,250 Total Liabilities 1,108,748 122,250 STOCKHOLDERS’ EQUITY (DEFICIT) Preferred stock, 100,000 shares authorized, $ 0.001 par value, 100,000 and - 0 - shares issued and outstanding, respectively 100 - Common stock, 1,000,000,000 shares authorized, $ 0.001 par value, 514,333,691 and 7,105,357 shares issued and outstanding, respectively 514,334 7,105 Subscription receivable ( 30,975 ) - Treasury stock ( 435,000 ) - Additional paid in capital 1,024,995 120,255 Accumulated deficit ( 2,137,288 ) ( 123,759 ) Total Stockholders’ Equity (Deficit) ( 1,063,834 ) 3,601 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY ( DEFICIT ) $ 44,914 $ 125,851 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 3 Table of Contents M2i GLOBAL, INC. (formerly Inky, Inc.) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) August 31, 2023 August 31, 2022 August 31, 2023 August 31, 2022 Three Months Ended Nine Months Ended August 31, 2023 August 31, 2022 August 31, 2023 August 31, 2022 REVENUE $ - $ - $ 3,400 $ - OPERATING EXPENSES General and administrative 1,446,398 23,364 1,921,863 47,635 Total Operating Expenses 1,446,398 23,364 1,921,863 47,635 Loss from Operations ( 1,446,398 ) ( 23,364 ) ( 1,918,463 ) ( 47,635 ) OTHER INCOME (EXPENSE) Impairment of assets - - ( 94,952 ) - Other expense - - ( 114 ) - Loss before Income Taxes ( 1,446,398 ) ( 23,364 ) ( 2,013,529 ) ( 47,635 ) Income tax expense - - - - Net Loss $ ( 1,446,398 ) $ ( 23,364 ) $ ( 2,013,529 ) $ ( 47,635 ) Net loss per share - basic $ ( 0.00 ) $ ( 0.00 ) $ ( 0.01 ) $ ( 0.00 ) Weighted average shares outstanding - basic 514,333,691 5,092,023 205,183,575 5,092,023 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 4 Table of Contents M2i GLOBAL, INC. (formerly Inky, Inc.) CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (Unaudited) Shares Amount Shares Amount Receivable Stock Capital Deficit (Deficit) Additional Total Stockholders’ Preferred Shares Common Shares Subscription Treasury Paid in Accumulated Equity Shares Amount Shares Amount Receivable Stock Capital Deficit (Deficit) Balance at November 30, 2022 - $ - 7,105,357 $ 7,105 $ - $ - $ 120,255 $ ( 123,759 ) $ 3,601 Net loss - - - - - - - ( 27,991 ) ( 27,991 ) Balance at February 28, 2023 - $ - 7,105,357 $ 7,105 $ - $ - $ 120,255 $ ( 151,750 ) $ ( 24,390 ) Shares issued for cash 100,000 100 507,228,334 507,229 ( 287,648 ) - 758,147 - 977,828 Purchase of treasury shares - - - - - ( 435,000 ) - - ( 435,000 ) Contribution from settlement of related party liabilities - - - - - - 146,593 - 146,593 Net loss - - - - - - - ( 539,140 ) ( 539,140 ) Balance at May 31, 2023 100,000 $ 100 514,333,691 $ 514,334 $ ( 287,648 ) $ ( 435,000 ) $ 1,024,995 $ ( 690,890 ) $ 125,891 Cash received for subscription receivable - - - - 256,673 - - - 256,673 Net loss - - - - - - - ( 1,446,398 ) ( 1,446,398 ) Balance at August 31, 2023 100,000 $ 100 514,333,691 $ 514,334 $ ( 30,975 ) $ ( 435,000 ) $ 1,024,995 $ ( 2,137,288 ) $ ( 1,063,834 ) Balance at November 30, 2021 - $ - 5,092,023 $ 5,092 $ - $ - $ 31,668 $ ( 57,317 ) $ ( 20,557 ) Net loss - - - - - - - ( 11,501 ) ( 11,501 ) Balance at February 28, 2022 - $ - 5,092,023 $ 5,092 $ - $ - $ 31,668 $ ( 68,818 ) $ ( 32,058 ) Net loss - - - - - - - ( 12,770 ) ( 12,770 ) Balance at May 31, 2022 - $ - 5,092,023 $ 5,092 $ - $ - $ 31,668 $ ( 81,588 ) $ ( 44,828 ) Balance - $ - 5,092,023 $ 5,092 $ - $ - $ 31,668 $ ( 81,588 ) $ ( 44,828 ) Net loss - - - - - - - ( 23,364 ) ( 23,364 ) Balance at August 31, 2022 - $ - 5,092,023 $ 5,092 $ - $ - $ 31,668 $ ( 104,952 ) $ ( 68,192 ) Balance - $ - 5,092,023 $ 5,092 $ - $ - $ 31,668 $ ( 104,952 ) $ ( 68,192 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 5 Table of Contents M2i GLOBAL, INC. (formerly Inky, Inc.) CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) August 31, 2023 August 31, 2022 Nine Months Ended August 31, 2023 August 31, 2022 Cash flows from operating activities Net loss $ ( 2,013,529 ) $ ( 47,635 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 20,503 - Impairment of assets 94,952 - Write off assets 114 - Changes in operating assets and liabilities Prepaid expenses 13,767 5,375 Accounts payable and accrued expenses 912,991 250 Accrued payroll - related party 16,500 31,500 Net cash used in operating activities ( 954,702 ) ( 10,510 ) Cash flows from investing activities Website development costs - ( 6,310 ) Net cash used in investing activities - ( 6,310 ) Cash flows from financing activities Proceeds from the issuance stock 1,234,501 - Treasury stock repurchase ( 435,000 ) - Related party loan 200,000 16,880 Net cash provided by financing activities 999,501 16,880 Net increase (decrease) in cash 44,800 - Cash, beginning of period 114 114 Cash, end of period $ 44,914 $ 114 Supplemental Information: Cash paid for: Taxes $ - $ - Interest Expense $ - $ - Non-Cash Investing and Financing Activities Contribution from settlement of related party liabilities $ 146,593 $ - The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 6 Table of Contents M2i GLOBAL, INC (formerly Inky, Inc.) NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations The Company was incorporated in the State of Nevada on June 12, 2018. On June 7, 2023, the Company (“M2i Global, Inc.”) (formerly known as “Inky Inc.”) filed with the Secretary of State of Nevada an Amendment to the Certificate of Incorporation to change its corporate name from “Inky, Inc.”, to “M2i Global, Inc.”, effective June 7, 2023. The Company was formerly engaged in developing mobile software applications for smartphones and table devices. During May 2023, the Company became the sole shareholder of U.S. Minerals and Metals Corp., a Nevada corporation (“USMM”) through the issuance of preferred and common shares for cash. Concurrently, the Company shifted its operations to specialization in the development and execution of a complete global value supply chain for critical minerals for the U.S. government and U.S. free trade partners. The Company’s vision is to develop and execute a complete global value supply chain for critical minerals for the United States government and certain trading partners of the United States. To implement this vision, the Company intends to operate four key business units as set forth below: ● M2i Trading: an integrated business platform facilitating the buying and selling of minerals and metals as commodities; ● M2i Minerals and Metals: a business engaged in sourcing, extraction, processing, transporting and selling primary minerals and metals; ● M2i Recycling: a business engaged in the collection, processing, transporting and selling of scrap, recycled and reused metals; and ● M2i Government and Policy: a business engaged in aligning USMM’s business with U.S. policy to facilitate participation in U.S. government programs such as the creation and management of a Strategic Minerals Reserve as an enhancement of the U.S. government’s National Defense Stockpile. Note 2 – Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company had limited revenues and incurred losses during the period ended August 31, 2023 and year ended November 30, 2022. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company may be dependent, for the near future, on additional investment capital to fund operating expenses. It is anticipated that revenues will be forthcoming within the third or fourth quarters of the current fiscal year. There are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. Note 3 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the interim reporting rules of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted from these statements pursuant to such rules and regulation and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. 7 Table of Contents Principles of Consolidation The accompanying financial statements include the accounts of the Company, including its wholly owned subsidiary, USMM. Intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. The Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC provides coverage of up to $ 250,000 per depositor, per financial institution, for the aggregate total of depositors’ interest and non-interest-bearing accounts. Impairment Assessment The Company evaluates intangible assets and other long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions or other events that indicate an asset’s carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future cash flows the asset is expected to generate. If the cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. The Company evaluates and tests the recoverability of its goodwill for impairment at least annually during its fourth quarter of each fiscal year or more often if and when circumstances indicate that goodwill may not be recoverable. During the period ended August 31, 2023, as a result in the shift in the Company’s operations, the Company determined its intangible assets, prepaid expenses and other current assets were impaired resulting in an impairment expense totaling $ 94,952 . 8 Table of Contents Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when management assesses that it is probable that a liability has been incurred and the amount can be reasonably estimated. Income Taxes In accordance with FASB ASC Topic 740, “Income Taxes,” the Company provides for the recognition of deferred tax assets if realization of such assets is more likely than not. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. In addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes. If the Company has interest or penalties associated with insufficient taxes paid, such expenses are reported in income tax expense. Basic and Diluted Loss Per Share Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company had no additional dilutive securities outstanding at August 31, 2023 or August 31, 2022. Recently Issued Accounting Standards During the period ended August 31, 2023, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial statements. Note 4 — Commitments and Contingencies From time to time, the Company may be involved in litigation in the ordinary course of business. The Company is not currently involved in any litigation that the Company believes could have a material adverse effect on its financial condition or results of operations. 9 Table of Contents Note 5 — Stockholders’ Equity At fiscal year ended November 30, 2022, the total number of shares of all classes of stock which the Company was authorized to issue was 75,000,000 shares of common stock, par value $ 0.001 per share. On May 16, 2023, the Company filed an amendment to the Articles of Incorporation with the State of Nevada to increase the total number of shares authorized issue to 1,000,100,000 , consisting of 1,000,000,000 shares of common stock having a par value of $ 0.001 per share and 100,000 shares of Series A Super-Voting Preferred stock having a par value of $ 0.001 . The Series A Super-Voting Preferred stock vote on the basis of 10,000 votes per share . Common stock vote on the basis of 1 vote per share . During the nine months ended August 31, 2023, the Company issued 100,000 shares of Series A Super-Voting Preferred stock and 507,228,334 shares of common stock in exchange for proceeds totaling $ 1,265,476 , including $ 30,975 in subscriptions receivable. During the nine months ended August 31, 2023, the Company purchased 6,013,334 shares of common stock from Ioanna Kallidou for $ 435,000 . The shares were recorded as Treasury Stock at August 31, 2023. At the nine months ended, there were 514,333,691 shares of common stock and 100,000 shares of preferred stock issued and outstanding. Note 6 — Related Party Transactions During May 2023, the Company’s former CEO, Ioanna Kallidou, forgave liabilities totaling $ 146,593 consisting of accrued payroll and a related party loan. As a result of the forgiveness, a contribution was recorded to additional paid in capital during May 2023. As of August 31, 2023, no balances due to Ioanna Kallidou were outstanding. During August 2023, the Company’s CEO loaned the Company $ 200,000 . This is recorded in loans payable on the balance sheet. Note 7 — Subsequent Events On September 23, 2023, the Company entered into a Letter of Intent to purchase the commercial real estate and all issued and outstanding shares of stock of a salvage, disposal, recycling and scrap business located in Nevada. The purchase price for this transaction is $ 8,000,000 . The Company evaluated other subsequent events after August 31, 2023 and determined that there are no other events for which disclosure is required. 10 Table of Contents