What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-04-16 compared with 2023-03-15 · 868 added, 178 removed, 5 unchanged (100% of the section changed)

The Company is responsible

for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the

Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the

Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to

be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s

management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar

functions, as appropriate to allow timely decisions regarding required disclosure.

An assessment was conducted

with the participation of our principal executive and principal financial officer of the effectiveness of the design and operation of

our disclosure controls and procedures as of November 30, 2022.

Based on that evaluation, our management concluded that our disclosure

controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we

file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules

Management’s Report

on Internal Control over Financial Reporting

Management is responsible

for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)).

The Company’s

internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted

in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect

misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted

an evaluation of the effectiveness of the Company’s internal control over financial reporting as of November 30, 2022, using the

criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the

Treadway Commission ("COSO - 2013").

A material weakness is a

deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility

that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely

In its assessment of the effectiveness of internal control over financial reporting as of November 30, 2022, the Company determined

that there were control deficiencies that constituted material weaknesses, as described below.

We do not have an Audit Committee – While not being legally obligated

to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost

important entity level control over the Company’s financial statements.

Currently the Board of Directors acts in the capacity of

the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight

over management’s activities.

We did not maintain appropriate cash controls – As of November 30,

2022, the Company has not maintained sufficient internal controls over financial reporting for cash, including failure to segregate cash

handling and accounting functions, and did not require dual signatures on the Company’s bank accounts.

Alternatively, the effects

of poor cash controls were mitigated by the fact that the Company had limited transactions in its bank accounts.

We did not implement appropriate information technology controls –

As at November 30, 2022, the Company retains copies of all financial data and material agreements;

however, there is no formal procedure

or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due

to unmitigated factors.

lacks segregation of duties .

Accordingly, the Company

concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial

statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material

weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting

as of November 31, 2022 based on criteria established in Internal Control- Integrated Framework issued by COSO.

Changes in Internal Controls

over Financial Reporting

There has been no change

in our internal control over financial reporting occurred during the year ended November 30, 2022, that has materially affected, or is

reasonably likely to materially affect, our internal control over financial reporting.

Controls and Procedures

Company is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)

and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that

we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s

rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information

required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated

to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers,

or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

assessment was conducted with the participation of our principal executive and principal financial officer of the effectiveness of the

design and operation of our disclosure controls and procedures as of November 30, 2023.

Based on that evaluation, our management concluded

that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in

the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified

in SEC rules and forms.

Report on Internal Control over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)).

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally

accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent

or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls

may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the

Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of November

30, 2023, using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring

Organizations of the Treadway Commission (“COSO - 2013”).

material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a

reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented

or detected on a timely basis.

In its assessment of the effectiveness of internal control over financial reporting as of November 30,

2023, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s

view that such a committee, including a financial expert member, is an utmost important level control over the Company’s

financial statements.

Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member

that is considered to be independent of management to provide the necessary oversight over management’s activities.

did not maintain appropriate cash controls – As of November 30, 2023, the Company has not maintained sufficient internal controls

over financial reporting for cash, including failure to segregate cash handling and accounting functions, and did not require dual

signatures on the Company’s bank accounts.

Alternatively, the effects of poor cash controls were mitigated by the fact that

the Company had limited transactions in its bank accounts.

did not implement appropriate information technology controls – As at November 30, 2023, the Company retains copies of all

financial data and material agreements;

however, there is no formal procedure or evidence of normal backup of the Company’s

data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

Company lacks segregation of duties.

the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual

or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control

over financial reporting as of November 30, 2023 based on criteria established in Internal Control- Integrated Framework issued by COSO.

in Internal Controls over Financial Reporting

have been no changes in our internal controls over financial reporting that occurred during the fiscal year ended November 30, 2023, that

have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

our annual report for the fiscal year ended November 30, 2022, we identified the following material weaknesses which are still

do not have an audit committee

did not implement appropriate information technology controls

We did not maintain appropriate cash controls

plans to address these material weaknesses in the coming quarters.

our annual report for the fiscal year ended November 30, 2022, we identified the following material weaknesses which are no longer

Beginning in May 2023, the Company began to improve internal controls by

hiring additional resources to ensure appropriate review and oversight.

Other Information.

Directors, Executive

Officers, Promoters and Control Persons of the Company

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND

CONTROL PERSONS

Our executive officer's and

director's and their respective ages are as follows:

Ioanna Kallidou

President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director

Set forth below is a brief

description of the background and business experience of our executive officers and directors for the past five years.

IOANNA KALLIDOU

Ioanna Kallidou has acted

as our President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary, and sole member of

our board of directors since our incorporation on June 12, 2018.

She is a graduate of the University of Nicosia with bachelor’s

degree of Business Administration:

Management and distance Learned of Management Information Systems courses under the University of Nicosia.

Since April 2016 to the incorporation date (April 2016-June 2018), Ms.

Kallidou has been a junior software engineer at Crowares Inc.

DIRECTOR INDEPENDENCE

Our board of directors is

currently composed of one member, and she does not qualify as an independent director in accordance with the published listing requirements

of the NASDAQ Global Market (the Company has no plans to list on the NASDAQ Global Market).

The NASDAQ independence definition includes

a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that

neither the director, nor any of her family members has engaged in various types of business dealings with us.

In addition, our board of

directors has not made a subjective determination as to our director that no relationships exist which, in the opinion of our board of

directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective

determination is required by the NASDAQ rules.

Had our board of directors made these determinations, our board of directors would have

reviewed and discussed information provided by directors and us regarding to our director's business and personal activities and relationships

as they may relate to our management and us.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

No director, executive officer, significant employee,

or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

Executive Compensation

10b5-1 Trading Arrangement

the fiscal year ended November 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement”

or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

executive officer’s and director’s and their respective ages are as follows:

Chairman, Chief Financial Officer

and Chief Executive Officer

forth below is a brief description of the background and business experience of our executive officers and directors for the past five

Cole, age 67, is Executive Chairman and Chief Financial Officer of the Company.

Doug brings over 39 years of experience in sales, marketing,

and leadership roles, having run over 8 companies, both public and private.

He has focused all his time on global development of startup

companies and turnarounds.

He has been involved with raising millions of dollars for his companies and numerous M&A work.

and public chairman, CEO, and board member, he has expanded every company he has been involved with, leveraging relationships globally.

He has spoken at many major industry conferences throughout his career.

to M2i, Doug was Chairman and CEO of American Battery Metals Corporation (ABML) from 2017 to 2021, where he orchestrated a successful

turnaround that resulted in a high of a $2 billion market capitalization.

Cole led the transition from a lithium exploration and

development company to a lithium asset and lithium-ion battery metal recycling company and left the company in August of 2021.

a Partner overseeing all ongoing deal activities with Objective Equity LLC from 2005 through 2016, a boutique investment bank focused

on the high technology, data analytics and the mining sector.

Cole has held various executive roles, including Chairman, Executive Vice Chairman, Chief Executive Officer and President of

multiple public corporations.

From May 2000 to September 2005, he was also the Director of Lair of the Bear, The University of California

Family Camp located in Pinecrest, California.

During the period between 1991 and 1996 he was the CEO of HealthSoft and he also founded

and operated Great Bear Technology, which acquired Sony Image Soft and Starpress, then went public and eventually sold to Graphix Zone.

Cole was honored by New Enterprise Associates, a leading venture capital firm, as CEO of the year.

1982 he has been very active with the University of California, Berkeley where he mentors early-stage technology companies.

has extensive experience in global M&A and global distributions.

He obtained his BA in Social Sciences from UC Berkeley in 1978.

General (Ret) Jeffrey W.

Talley, age 64, is President and Chief Executive Officer of U.S.

Minerals and Metals Corporation.

accomplished senior executive and proven leader with experience in large-scale organizations, public private partnerships, national &

cyber security, environmental & energy sustainability, disaster emergency management, infrastructure resilience, data analytics &

technology, R&D, and higher education.

Jeff’s career consists of a portfolio of academic, business, and government experiences.

to assuming his role, he served as President and CEO of The P3i Group, which he founded in 2020, providing senior management consulting

to clients, with emphasis on the application of P3s to solve complex problems and create new opportunities.

Prior to The P3i Group, Jeff

served as Vice President and Global Fellow at IBM from 2017 thru 2020, IBM’s Global Government Industry practice, advising senior

leadership on strategic issues to include emerging markets, business development, and acquisitions.

board experience includes serving as Chairman of the Board of Directors for BluMetric Environmental, a Canadian environmental consulting

and water cleantech company, from March 2019 until July 2023.

Jeff also served as a Member of the Board of Directors of the Environmental

and Energy Study Institute, a 501(c)(3) non-profit organization focused on advancing science-based solutions for climate change, energy,

and environmental challenges, from September 2019 until April 2023.

military career included duty in the U.S., Korea, Kuwait, and Iraq, culminating in 2012 when he was appointed to the rank of Lieutenant

General and to a four-year term as the Chief of Army Reserve (USAR) & Commanding General of the U.S.

Army Reserve Command (USARC).

The USAR and USARC is an organization of over 215,000 Soldiers/civilians, 134 general officers/executives, an annual operating budget

of $9B, and activities in over 30 countries, including all states/territories.

He has received numerous medals/awards, including two

Army Distinguished Medals and three Bronze Star Medals.

He retired from the military in 2016 and was recognized by the U.S.

June 28, 2016 with “Tribute to Lieutenant General Jeffrey W.

Talley”, as reflected in the congressional record.

28, 2023, he was awarded the Gold de Fleury Medal for “inspirational leadership to the Nation and the U.S.

Army Engineer Regiment.”

academic positions held are:

Assistant Professor, Associate Professor, Professor, Department Chair, Endowed Chair, Institute Director,

Adjunct Professor, Advanced Leadership Fellow, Scholar-in-Residence, and Professor of the Practice, with appointments at the University

of Notre Dame, Southern Methodist University, The Johns Hopkins University, Harvard University, and University of Southern California.

holds a Ph.D.

from Carnegie Mellon University, an Executive M.B.A.

from the University of Oxford, an M.S.E.

from The Johns Hopkins University,

from Washington University in St.

Louis, an M.S.S.

from the U.S.

Army War College, an M.A.

from Assumption College, and a B.S.

from Louisiana State University.

He is a registered Professional Engineer (P.E.), a Board-Certified Environmental Engineer (BCEE) in

Sustainability, and a Diplomate, Water Resources Engineer (D.WRE).

Relationships

are no family relationships among our executive officers and directors.

in Certain Legal Proceedings

the past ten years, except as set forth above, none of our directors, executive officers, promoters, control persons, or nominees has

subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer

either at the time of the bankruptcy or within two years prior to that time;

in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any

Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any

type of business, securities or banking activities;

by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated

a federal or state securities or commodities law;

subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently

reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation;

(b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or

permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order,

or removal or prohibition order;

or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business

subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization

(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29)

of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary

authority over its members or persons associated with a member.

to the small size of the Company and its Board of Directors, we currently have no audit committee, compensation committee or nominations

and governance committee of our board of directors.

We do not have an audit committee financial expert.

of Ethics and Business Conduct

Company has adopted a Code of Ethics and Business Conduct (“Code of Ethics”) that applies to all of its directors, officers

and employees.

Any waiver of the provisions of the Code of Ethics for executive officers and directors may be made only by the Board

of Directors.

Any such waivers will be promptly disclosed to the Company’s shareholders.

A copy of our Code of Ethics is attached

as an exhibit to this Form 10-K and will be provided to any person requesting same without charge.

To request a copy of our Code of Ethics

please make written request to our Chief Executive Officer c/o M2i Global, Inc.

at 885 Tahoe Blvd., Incline Village, NV 89451.

in Nominating Procedures

Executive Compensation

SUMMARY COMPENSATION TABLE

The following table sets

forth information regarding each element of compensation that we paid or awarded to our named executive officers for fiscal years November

30, 2022 and 2021:

Incentive Plan

Ioanna Kallidou, President

Our sole officer and director

has not received monetary compensation since our inception to the date of this prospectus.

EMPLOYMENT AGREEMENTS

The Company has one (1) employee:

Ioanna Kallidou, who is the President and Chief Executive Officer at INKY INC.

There is an employment agreement with Ms.

for her service is subject to approval by Board of Directors and may be assigned from time to time.

DIRECTOR COMPENSATION

The following table sets

forth director compensation as of November 30, 2022 and 2021:

Earned or Paid in Cash

Incentive Plan

Ioanna Kallidou, President

We have not compensated our

directors for their service on our Board of Directors since our inception.

There are no arrangements pursuant to which directors will

be compensated in the future for any services provided as a director.

Security Ownership

of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table lists,

as of the date of this prospectus, the number of shares of common stock of our Company that are beneficially owned by (i) each person

or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock;

(ii) each officer and director

of our Company;

and (iii) all officers and directors as a group.

Information relating to beneficial ownership of common stock by our principal

shareholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the

rules of the Securities and Exchange Commission.

Under these rules, a person is deemed to be a beneficial owner of a security if that

person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes

the power to vote or direct the voting of the security.

The person is also deemed to be a beneficial owner of any security of which that

person has a right to acquire beneficial ownership within 60 days.

Under the Securities and

Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed

to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest.

Except as noted below, each

person has sole voting and investment power.

The percentages below are

calculated based on 7,105,357 shares of our common stock issued and outstanding as of the date of this prospectus.

We do not have any

outstanding warrant, options, or other securities exercisable for or convertible into shares of our common stock.

Title of class

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Ownership

Percent of Common Stock

COMPENSATION SUMMARY COMPENSATION TABLE

Summary Compensation Table shows certain compensation information for services rendered in all capacities for the fiscal years ended

November 30, 2023 and 2022.

Other than as set forth herein, no executive officer’s salary and bonus exceeded $100,000 in any of

the applicable years.

The following information includes the dollar value of base salaries, bonus awards, the number of stock options

granted and certain other compensation, if any, whether paid or deferred.

particulars of compensation paid to the following persons:

principal executive officer;

of our two most highly compensated executive officers who were serving as executive officers at the end of the fiscal years ended

November 30, 2022 and 2023;

Name and Principal Position

Executive Chairman, Chief Financial Officer, Former Chief Executive Officer(1)

President and Chief Executive Officer of U.S.

Minerals and Metals, Corporation(2)

Ioanna Kallidou

Certain Relationships

and Related Transactions

Kallidou is considered

to be a promoter, and currently is the only promoter, of Inky, as that term is defined in the rules and regulations promulgated under

the Securities and Exchange Act of 1933.

On November 29, 2018 the

Company issued 4,000,000 shares of common stock to a director for cash proceeds of $4,000 at $0.001 per share.

of November 30, 2022, our sole director has loaned to the Company $72,774.

The loan does not have any term, carries no interest

and is not secured.

Principal Accountant

Fees and Services

The following table sets forth the fees billed to

our company for the years ended November 30, 2022 and 2021 for professional services rendered by Heaton & Company, PLLC, the independent

Former President(3)

On December 11, 2023, Mr.

Doug Cole resigned from the President and Chief Executive Officer roles of the Company, but still maintains

his roles as Executive Chairman and Chief Financial Officer.

On December 11, 2023, Mr.

Talley, was appointed as President and Chief Executive Officer of the

(3) Consists of a $35,000 salary and $14,000 bonus.

with Named Executive Officers

and its subsidiaries entered into new agreements or amended existing agreements with its named executive officers.

A summary of the compensation

provided under such agreement is as follows:

December 1, 2022, Jeffrey W.

Talley and U.S.

Minerals & Metals Corporation entered into a consulting agreement where Mr.

agreed to serve as president and chief executive officer of U.S.

Minerals & Metals Corporation until the agreement is terminated.

Talley is entitled to a consulting payment of $41,666.67 per month.

His additional bonuses are determined by the Board of Directors.

January 23, 2023, Douglas Cole and U.S.

Minerals and Metals Corporation entered into a business development agreement where Mr.

agreed to serve as a Senior Strategic and Business Development Advisor for a term of 10 years to U.S.

Minerals & Metals Corporation.

For his services, Mr.

Cole will receive, on January 2, 2024, and on the first business day of each year thereafter until and including

the first business day of January 2033, 10,000,000 shares of the U.S.

Minerals & Metals Corporation’s common stock, par

value $.0001, as they may be adjusted from time to time on account of splits, consolidations, dividends and similar changes in exchange

for a purchase price of $1,000.

Pursuant to the Agreement and

Plan of Merger, dated as of May 12, 2023, and entered into by and among Inky, Inc.

M and M Acquisition Corp.

and Metals Corp., which is annexed hereto as exhibit 2.01 below, at the time of consummation of the merger, all shares of USMM were simultaneously

converted into shares of M2i Global, Inc.’s common stock, and thus, any shares issued by USMM pursuant to the BDA or WSCA, as referenced

above are now issued from M2i Global, Inc.

are no arrangements or plans in which we provide pension, retirement or similar benefits for our executive officers, except that our

executive officers may receive stock options at the discretion of our board of directors.

of Plan-Based Awards Table

did not grant any awards to our named executive officers during our fiscal year ended November 30, 2023.

of November 30, 2023, we did not have an equity compensation plan in place.

Equity Awards at Fiscal Year-End

following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of November

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS

Number of Securities Underlying Unexercised Options

Un-exercisable

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options

Option Exercise Price

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested

Market Value of Shares or Units of Stock That Have Not Vested

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested

Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

following compensation was provided to the directors of M2i who are not also named executive officers during the fiscal year ended November

Nonqualified Deferred Compensation Earnings

All Other Compensation($) Total

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth

information as of November 30, 2023 regarding the beneficial ownership of our Common Stock by (i) those persons who are

known to us to be the beneficial owner(s) of more than 5% of our Common Stock, (ii) each of our directors and named executive officers,

and (iii) all of our directors and executive officers as a group and of our preferred stock.

Except as otherwise indicated, the beneficial

owners listed in the tables below possess the sole voting and dispositive power in regard to such shares and have an address of c/o M2i

885 Tahoe Blvd.

Incline Village, NV 89451.

As of November 30, 2023 there were 588,333,691 shares of our Common

Stock outstanding.

As of November 30, 2023 there were 100,000 shares of preferred stock issued and outstanding.

ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

Shares of our Common Stock subject to options, warrants, notes or other conversion privileges currently exercisable or convertible, or

exercisable within 60 days of the date of this table, are deemed outstanding for computing the percentage of the person holding such

option, warrant, note, or other convertible instrument but are not deemed outstanding for computing the percentage of any other person.

Where more than one person has a beneficial ownership interest in the same shares, the sharing of beneficial ownership of these shares

is designated in the footnotes to this table.

Ownership of Common Stock

and Address of Beneficial Owner

and Nature of Beneficial Ownership

Cole, Executive Chairman and Chief Financial Officer*

Talley, President & Chief Executive Officer of U.S.

Minerals and Metals Corporation*

and Executive Officers as a Group (6 persons)

ownership of less than 1%

does not include 70,000,000 shares of Common Stock beneficially owned by The Cole Family Revocable Trust;

and 10,000,000 shares of

Common Stock beneficially owned by the Cole Family Trust of 2014 or Mr.

Cole’s 100,000 shares of preferred stock.

does not have any control over the trust, including no voting power and no power to dispose of the shares.

does not include 50,000,000 shares of Common Stock beneficially owned by The Talley Family Revocable Trust.

Talley does not have

any control over the trust, including no voting power and no power to dispose of the shares.

does not include 15,000,000 shares of Common Stock beneficially owned by The Dhruv Gulati 2015 Living Trust.

does not include 4,000,000 shares of Common Stock beneficially owned by Rosende Quattro LLC of which Mr.

Rosende is the managing

Ownership of Preferred Stock

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Ownership of Preferred Stock

Percent of Class

Doug Cole, Executive Chairman and Chief Financial Officer

Directors and Executive Officers as a Group (1 person)

Cole holds 100,000 shares of preferred stock.

This does not include 70,000,000 shares of Common Stock beneficially owned by The Cole

Family Revocable Trust;

and 10,000,000 shares of Common Stock beneficially owned by the Cole Family Trust of 2014.

not have any control over the trust, including no voting power and no power to dispose of the shares.

Certain Relationships and Related Transactions and Director Independence

Relationships and Related Transactions

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.

May 31, 2023, no balances due to Ioanna Kallidou were outstanding.

currently do not have any directors who are “independent” as defined under the NASDAQ Marketplace Rules.

Principal Accountant Fees and Services

Stone & Company, LLP (“Turner Stone”) served

as the independent registered public accounting firm to audit our books and accounts for the fiscal year ending November 30, 2023 and

Heaton & Company, PLLC dba Pinnacle Accountancy Group of Utah (“Pinnacle”)

served as the independent registered public accounting firm to audit our books and accounts for the fiscal year ending November 30, 2022.

table below presents the aggregate fees billed for professional services rendered by Turner Stone and Pinnacle for the years ended November

30, 2023 and 2022.

Audit Related Fees

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto

duly authorized.

*At the time of the filing of this annual report

on Form 10-K, the total fees billed for professional services by Turner Stone have not yet been determined.

aggregate fees charged by Turner Stone for audit of the Company’s financial statements for the fiscal year ended November

aggregate fees charged by Pinnacle for audit of the Company’s financial statements for the fiscal year ended November 30,

the above table, “audit fees” are fees billed for services provided related to the audit of our annual financial statements,

quarterly reviews of our interim financial statements, and services normally provided by the independent accountant in connection with

regulatory filings or engagements for those fiscal periods.

“Audit-related fees” are fees not included in audit fees that

are billed by the independent accountant for assurance and related services that are reasonably related to the performance of the audit

or review of our financial statements.

These audit-related fees also consist of the review of our registration statements filed with

the SEC and related services normally provided in connection with regulatory filings or engagements.

“All other fees” are

fees billed by the independent accountant for products and services not included in the foregoing categories.

Exhibits and Financial Statement Schedules

consolidated financial statements contained herein are as listed on the “Index to Consolidated Financial Statements”

on page F-1 of this report.

consolidated financial statement schedule contained herein is as listed on the “Index to Consolidated Financial Statements”

on page F-1 of this report.

All other schedules have been omitted because they are not applicable, not required, or the information

is included in the consolidated financial statements or notes thereto.

Agreement and Plan of Merger, dated as of May 12, 2023 and entered into by and among Inky, Inc.

M and M Acquisition Corp.

Minerals and Metals Corp.

(incorporated by reference to Exhibit 2.01 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023)

Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023)

Certificate of Amendment to the Certificate of Incorporation of Inky Inc.

dated May 8, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023)

Articles of Merger dated as of May 18, 2023 (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023)

Certificate of Amendment to Articles of Incorporation dated June 8, 2023- Name Change (incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023)

Certificate of Designation of Series A Super-Voting Preferred Stock (incorporated by reference to Exhibit 3.5 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023)

Bylaws (incorporated by reference to Exhibit 3.6 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023)

Consulting Agreement with Jeffrey Talley (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023)

Business Development Agreement with Lyons Capital LLC dated February 23, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023)

Wall Street Conference Business Development Agreement with Lyons Capital LLC dated February 23, 2023 (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023)

Business Development Agreement with Doug Cole dated January 23, 2023 (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023)

Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023)

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023)

Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.

Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Securities Exchange Act, as amended, and 18 U.S.C.

Section 1350.

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Form 10-K Summary

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

April 16, 2024

Talley Chief Executive Officer

Executive Officer)

accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the registrant and in the capacities

and on the dates indicated.

Financial Officer and Executive Chairman

April 16, 2024

Financial Officer)

Executive Officer

April 16, 2024

Executive Officer)

Report of Independent Registered Public Accounting Firm (Turner, Stone & Company, LLP, PCAOB ID:

Report of Independent Registered Public Accounting Firm (Heaton & Company, PLLC, PCAOB ID:

Balance Sheets as of November 30, 2023 and 2022

Statements of Operations for the years ended November 30, 2023 and 2022

Consolidated Statements of Changes in Stockholders’ (Deficit) Equity as of November 30, 2023 and 2022

Statements of Cash Flows for the years ended November 30, 2023 and 2022

Notes to the Consolidated Financial Statements

of Independent Registered Public Accounting Firm

of Directors and Stockholders

on the Financial Statements

have audited the accompanying consolidated balance sheet of M2i Global, Inc.(formerly Inky, Inc.) (the “Company”) as of November

30, 2023, and the related consolidated statements of operations, changes in stockholders’ (deficit) equity and cash flows for the

year in the period ended November 30, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November

30, 2023, and the results of its operations and its cash flows for the year in the period ended November 30, 2023, in conformity with

accounting principles generally accepted in the United States of America.

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

2 to the financial statements, the Company has limited revenues and incurred recurring losses that raise substantial doubt about its

ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 2.

The financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

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 are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit

we are required to obtain an understanding of internal control over financial reporting but not 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.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

Turner, Stone & Company, L.L.P .

have served as the Company’s auditor since 2024.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

M2i Global, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet

of M2i Global, Inc.

(the Company) as of November 30, 2022, and the related statements of operations, changes in stockholders’ equity

(deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements).

opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2022,

and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted

in the United States of America.

Consideration of the Company’s Ability

to Continue as a Going Concern

The accompanying financial statements have

been prepared assuming that the Company will continue as a going concern.

The Company has suffered losses and has minimal operations

which raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters

are described in Note 2.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal

control over financial reporting, but not 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.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Pinnacle Accountancy Group of Utah

We have served as the Company’s auditor since 2019.

Pinnacle Accountancy Group of Utah

(a dba of Heaton & Company, PLLC )

Farmington, Utah

March 14, 2023

/s/ Ioanna Kallidou

Ioanna Kallidou

Chief Executive Officer

(Principal Executive Officer)

and Chief Financial Officer

(Principal Financial and Accounting Officer)

M2i GLOBAL, INC.

BALANCE SHEETS

At November 30,

Current assets

Prepaid expenses and other assets

Total current assets

Intangible assets, net

Total other assets

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities

Accounts payable and accrued expenses

Accrued payroll - related party

Convertible note payable, net of discount

Related party loan

Total current liabilities

Total liabilities

Commitments and contingencies

Stockholders’ equity (deficit)

Preferred stock $ .001 par value;

authorized 100,000

shares with 100,000 and - 0 - issued and outstanding at November 30, 2023 and 2022, respectively

Common stock $ 0.001 par value;

authorized 1,000,000,000

shares with 514,333,691 and 7,105,357

shares issued and outstanding at November 30, 2023 and 2022, respectively

Treasury Stock

Additional paid-in capital

Accumulated deficit

( 2,113,921 )

Total stockholders’ equity (deficit)

( 1,038,946 )

Total liabilities and stockholders’ equity (deficit)

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

M2i GLOBAL, INC.

STATEMENTS OF OPERATIONS

For the years ended November 30,

Operating expenses

General and administrative

Legal and professional

Total operating expenses

Loss from operations

( 1,979,436 )

Other expense

Interest expense

Total other expense

$ ( 1,990,162 )

Loss per share

Weighted average shares outstanding - basic

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

M2i GLOBAL, INC.

(formerly Inky, Inc.)

STATEMENT OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

Treasury Stock

Paid in Capital

Equity (Deficit)

Preferred Stock

Treasury Stock

Paid in Capital

Balances, November 30, 2021

Issuance of common stock for intangible assets

Balances, November 30, 2022

$ ( 123,759 )

Balance, value

$ ( 123,759 )

Issuance of shares for cash

Purchase of treasury shares

Contribution from settlement of related party liabilities

Cash received for shares to be issued

( 1,990,162 )

Balances, November 30, 2023

$ ( 435,000 )

$ ( 2,113,921 )

$ ( 1,038,946 )

Balance, value

$ ( 435,000 )

$ ( 2,113,921 )

$ ( 1,038,946 )

accompanying notes are an integral part of these consolidated financial statements

M2i GLOBAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended November 30,

Operating activities

$ ( 1,990,162 )

Adjustments to reconcile net loss to net cash used in operating activities:

Impairment of intangible asset

Changes in operating assets and liabilities:

Prepaid expenses and other assets

Accounts payable and accrued expenses

Accrued payroll - related party

Net cash used in operating activities

( 1,611,258 )

Investing activities

Purchase of intangible assets

Net cash used in investing activities

Financing activities

Issuance of shares for cash

Cash received for shares to be issued

Purchase of treasury shares

Proceeds from issuance of convertible notes payable

Proceeds from related party loan

Net cash provided by financing activities

Net increase (decrease) in cash

Cash - beginning of the year

Cash - end of the year

Cash paid for income taxes

Cash paid for interest

Supplemental schedule of non-cash investing and financing activities

Contribution from settlement of

related party liabilities

Original issuance discount on convertible note

Common stock issued for intangible assets

accompanying notes are an integral part of these consolidated financial statements

TO THE CONSOLIDATED FINANCIAL STATEMENTS

1 — Description of Organization and Business Operations

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.

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 (Note 9).

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.

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:

Minerals and Metals:

a business engaged in sourcing, extraction, processing, transporting and selling primary minerals and metals;

a business engaged in the collection, processing, transporting and selling of scrap, recycled and reused metals;

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.

National Defense Stockpile.

2 – Going Concern

accompanying audited 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 fiscal years ended November 30, 2023 and November 30, 2022.

These conditions raise substantial doubt about the Company’s ability

to continue as a going concern.

anticipates that the Company may be dependent, for the near future, on additional investment capital to fund operating expenses.

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.

3 — Summary of Significant Accounting Policies

of Presentation

accompanying 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 pursuant to the rules and regulations of the Securities and

Exchange Commission (“SEC”).

of Consolidation

accompanying financial statements include the accounts of the Company, including its wholly owned subsidiary, USMM.

Intercompany accounts

and transactions have been eliminated in consolidation.

Company operates as a single segment.

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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

and Cash Equivalents

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.

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.

The Company’s cash balances may exceed FDIC limits.

The Company has not experienced any losses on these accounts

and management does not believe that the Company is exposed to any significant risks.

Intangible Assets

Intangible assets are amortized over their estimated useful lives.

Each period, the Company evaluates the estimated

remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period

of amortization.

Management tests for impairment whenever events or changes in circumstances occur that could impact the recoverability

of these assets.

of Long-Lived Assets

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.

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.

Revenue Recognition

the Company recognized revenues from a subscription-based service that provided users with access to AI generated tattoo ideas.

The subscriptions

raged from 14 to 30 days and revenue was recognized under a software as a service (SaaS) model.

Revenues were recognized over the subscription

period with cash received but not earned recorded as deferred revenue.

stated in Note 1, the Company has shifted its focus and is currently pre-revenue.

The Company will recognize revenues in accordance

with ASC 606.

Company’s financial instruments include cash and cash equivalents, receivables, payables, and debt and are accounted for under

the provisions of ASC 825.

The carrying amount of these financial instruments, with the exception of discounted debt, as reflected in

the accompanying consolidated balance sheets approximates fair value.

and Contingencies

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 .

accordance with ASC 740, 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.

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.

Debt Issuance Costs

The Company accounts for debt issuance costs

in accordance with ASU 2015-03.

This guidance requires direct and incremental costs associated with the issuance of debt instruments

such as legal fees, printing costs and underwriters’ fees, among others, paid to parties other than creditors, are reported and

presented as a reduction of debt on the consolidated balance sheets.

accordance with ASC 470 the Company records its convertible notes at the aggregate principal amount, less discount.

The discount is

amortized over the life of the underlying convertible note.

The Company reviews convertible debt for potential bifurcation.

At November 30, 2023 and 2022, and for the years

then ended, there were no instruments which required bifurcation.

and Diluted Loss Per Share

ASC 260 requires a reconciliation of the numerator

and denominator of the basic and diluted earnings (loss) per share (“EPS”) computations.

earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares

outstanding during the year.

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.

Company had no additional dilutive securities outstanding at November 30, 2023 or November 30, 2022.

Treasury stock, representing shares of the Company’s common stock that have been reacquired after having

been issued, are recorded at cost.

Treasury stock are considered issued and outstanding for basic and diluted earnings (loss) per share

computations.

Company records all related party transactions in accordance with ASC 850-10.

Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09

(“ASU 2023-09”), Income Taxes, which enhances the transparency of income tax disclosures by expanding annual disclosure

requirements related to the rate reconciliation and income taxes paid.

The amendments are effective for fiscal years beginning after

December 15, 2024.

Early adoption is permitted.

The amendments should be applied on a prospective basis.

Retrospective application

is permitted.

The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

In November 2023, the FASB issued Accounting Standards

Update 2023-07 (“ASU 2023-07”), Segment Reporting, which improves reportable segment disclosure requirements.

primarily enhances disclosures about significant segment expenses by requiring that a public entity disclose significant segment expenses

that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment

profit or loss.

This ASU also (i) requires that a public entity disclose, on an annual and interim basis, an amount for other segment

items by reportable segment, and a description of its composition;

(ii) requires that all annual disclosures are provided in the interim

(iii) clarifies that if the CODM uses more than one measure of profitability in assessing segment performance and deciding how

to allocate resources, that one or more of those measures may be reported;

(iv) requires disclosure of the title and position of the CODM

and a description of how the reported measures are used by the CODM in assessing segment performance and in deciding how to allocate resources;

(v) requires that an entity with a single segment provide all new required disclosures.

ASU 2023-07 is effective for fiscal years beginning

after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application.

Early adoption is permitted.

The amendments under ASU 2023-07 relate to financial disclosures and its adoption will not have an impact

on the Company’s results of operations, financial position or cash flows.

The Company is currently evaluating this ASU to determine

its impact on the Company’s disclosures.

Subsequent Events

The Company has evaluated all transactions through

the date the financial statements were issued for subsequent event disclosure or adjustment consideration.

4 — Commitments and Contingencies

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.

Note 5 — Impairment of Intangible Assets

the fiscal year ended November 30, 2023, as a result in the shift in the Company’s operations, as described in Note 1, the

Company determined its intangible assets were impaired resulting in an impairment expense totaling $ 94,952 .

6 – Income Taxes

Company accounts for income taxes under ASC 740-10, which provides for an asset and liability approach of accounting for income taxes.

Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently

enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting

purposes and the amounts are calculated for income tax purposes.

The provision (benefit) for income taxes for the years ended November

30, 2023, and 2022, assumes a statutory 21 % , effective tax rate for federal income taxes.

of Effective Income Tax Rate as A Percentage of Income Before Income Taxes

Federal tax statutory rate

Temporary differences

Permanent differences

Valuation Allowance

Company had deferred income tax assets as of November 30, 2023, and 2022, as follows:

of Components of Deferred Tax Assets

Deferred Tax Assets

Net operating loss carryforwards

Temporary differences

Permanent differences

Valuation allowance

Net deferred tax assets

Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets.

The Company has established a valuation allowance against the net deferred tax asset due to the uncertainty that enough taxable income

will be generated in those taxing jurisdictions to utilize the assets.

Therefore, the Company has not reflected any benefit of such deferred

tax assets in the accompanying financial statements.

The Company’s net deferred tax asset and valuation allowance increased by

$ 417,000 and $ 14,000 in the fiscal years ended November 30, 2023, and 2022, respectively.

November 30, 2023, the Company had approximately $ 2,108,000 in federal net operating loss carryforwards, substantially all of which

are allowed to be carried forward indefinitely and are to be limited to 80% of the taxable income.

Pursuant to Internal Revenue Code

Section 382, the future utilization of the Company’s net operating loss carryforwards to offset future taxable income may be

subject to an annual limitation as a result of ownership changes that may have occurred previously or that could occur in the

of November 30, 2023, the Company had no uncertain tax positions, or interest and penalties, that qualify for either recognition or disclosure

in the financial statements.

The company is subject to U.S.

federal, state, and local income tax examinations by tax authorities.

tax return for the fiscal year ended November 30, 2023, has not yet been filed.

7 — Related Party Transactions

May 2023, the Company’s former CEO forgave liabilities totaling $ 146,593 ,

which consisted of $ 65,500

in accrued payroll and $ 81,093 in outstanding

loans, which are further detailed in Note 8 .

As a result of the forgiveness, a contribution was recorded to additional paid in

As of November 30, 2023, no balances due to the Company’s former CEO were outstanding.

the year ended November 30, 2023, the Company repurchased shares from the former CEO, as detailed in Note 9.

the terms of a consulting agreement with the Company’s CFO, the Company is obligated to compensate the CFO $ 43,667 per month, consisting

of $ 41,667 in consulting fees and a $ 2,000 monthly allowance.

During the year ended November 30, 2023, the Company incurred $ 305,667

in expenses related to the consulting agreement, of which $ 250,352 was repaid by the Company.

At November 30, 2023, $ 55,315 remained

unpaid under the agreement.

Company has a note payable agreement with the CFO, as further detailed in Note 8.

November 24, 2023, the Company entered into a 10

% convertible note payable agreement with proceeds totaling $ 250,000 ,

net of an original issuance discount of $ 20,000 .

The note, which matures on November 24, 2024, is convertible by the holder at $ 0.50

per share of common stock for the first six months, then is convertible by the holder at 66 %

of the lowest traded price of the Company’s common stock for the ten days prior to conversion.

The note contains certain default provisions which may increase the balance of the note by up to 150%.

the year ended November 30, 2023 and 2022, the Company’s former CEO loaned the Company $ 8,319

and $ 34,380 ,

respectively.

At November 30, 2022, the loan payable to the Company’s former CEO totaled $ 72,774 .

The balance was unsecured, non-interest bearing, and did not have a maturity date.

During May 2023, the loans, totaling $ 81,093 ,

were forgiven as detailed in Note 7.

the fiscal year ended November 30, 2023, the Company’s CFO loaned the Company $ 600,000 .

The loan, which bears interest at 7 % , is due on demand.

9 — Stockholders’ Equity (Deficit)

During the fiscal year ended November 30, 2022,

and through May 15, 2023, the Company was authorized to

issue 75,000,000

shares of common stock with a par value of $ 0.001 .

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 to 1,000,100,000 , consisting of 1,000,000,000 shares of common stock with a par value of $ 0.001 and

100,000 shares of Series A Super-Voting Preferred stock with a par value of $ 0.001 .

The Series A Super-Voting Preferred stock vote

on the basis of 10,000 votes per share.

The common stock vote on the basis of 1 vote per share.

Issued for Intangible Assets

During the year ended November 30, 2022, the Company issued 2,013,334 shares of common stock valued at $ 90,600 for

intangible assets.

Issued for Cash

the year ended November 30, 2023, the Company exchanged 100,000 shares

of Series A Super-Voting Preferred stock and 581,228,334 shares

of common stock for proceeds totaling $ 1,235,477

and all outstanding shares of USMM common stock , out of which 74,000,000 shares

of common stock had not been issued at November 30, 2023 by the Company.

a result of the transaction, USMM became a wholly owned subsidiary of the Company (Note 1).

Prior to the merger, USMM had no operations

and at the time of the share exchange USMM had no assets or liabilities, other than cash.

Accordingly, the transaction was accounted

for as an asset acquisition.

Stock Repurchase

the year ended November 30, 2023, the Company purchased 6,013,334

shares of common stock from the Company’s

former CEO for $ 435,000 .

This transaction was recorded as Treasury Stock.

As of November 30, 2023, the shares have not been retired.

10 — Subsequent Events

to November 30, 2023, the Company received $ 602,320 for the purchase of 24,800,000 shares of common

Subsequent to November 30, 2023, the Company paid $ 5,000 to a shareholder to repurchase 50,000,000 shares of common stock.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures