M2i Global, Inc. 10-K

Item 9A. Controls and Procedures 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, 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. 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. 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”). 12 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 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. 1. 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 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. 2. We 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. 3. We 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. 4. The Company 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 30, 2023 based on criteria established in Internal Control- Integrated Framework issued by COSO. Changes in Internal Controls over Financial Reporting There 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. In our annual report for the fiscal year ended November 30, 2022, we identified the following material weaknesses which are still applicable: ● We do not have an audit committee ● We did not implement appropriate information technology controls ● We did not maintain appropriate cash controls Management plans to address these material weaknesses in the coming quarters. In our annual report for the fiscal year ended November 30, 2022, we identified the following material weaknesses which are no longer applicable: ● Beginning in May 2023, the Company began to improve internal controls by hiring additional resources to ensure appropriate review and oversight. 13 Item 9B. Other Information. Rule 10b5-1 Trading Arrangement During 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance Our executive officer’s and director’s and their respective ages are as follows: Name Age Positions Doug Cole 67 Executive Chairman, Chief Financial Officer Jeffrey W. Talley 64 President and Chief Executive Officer Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years. Doug Cole Doug 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. As a private 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. Prior 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. Mr. 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. He was 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. Since 1977, Mr. 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. In 1995, Mr. Cole was honored by New Enterprise Associates, a leading venture capital firm, as CEO of the year. Since 1982 he has been very active with the University of California, Berkeley where he mentors early-stage technology companies. Mr. Cole has extensive experience in global M&A and global distributions. He obtained his BA in Social Sciences from UC Berkeley in 1978. 14 Jeffrey W. Talley Lieutenant General (Ret) Jeffrey W. Talley, age 64, is President and Chief Executive Officer of U.S. Minerals and Metals Corporation. Jeff is an 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. Prior 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. Jeff’s 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. Jeff’s 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. Senate on June 28, 2016 with “Tribute to Lieutenant General Jeffrey W. Talley”, as reflected in the congressional record. On April 28, 2023, he was awarded the Gold de Fleury Medal for “inspirational leadership to the Nation and the U.S. Army Engineer Regiment.” Jeff’s 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. Jeff 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, an M.L.A. 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). Family Relationships There are no family relationships among our executive officers and directors. Involvement in Certain Legal Proceedings During the past ten years, except as set forth above, none of our directors, executive officers, promoters, control persons, or nominees has been: ● the 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; ● convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 15 ● subject 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; ● found 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; ● the 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 entity; or ● the 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. Committees of the Board Due 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. Code of Ethics and Business Conduct The 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. Changes in Nominating Procedures None. Item 11. Executive Compensation EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The 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 $100,000 in any of the applicable years. The following information includes the dollar value of base salaries, bonus awards, the number of stock options granted and certain other compensation, if any, whether paid or deferred. Summary Compensation The particulars of compensation paid to the following persons: (a) our principal executive officer; (b) each of our two most highly compensated executive officers who were serving as executive officers at the end of the fiscal years ended November 30, 2022 and 2023; and 16 Name and Principal Position Year Stock Awards ($) Option Awards ($) All Other Compensation ($) Total ($) Doug Cole 2022 - - - - Executive Chairman, Chief Financial Officer, Former Chief Executive Officer(1) 2023 - - 305,667 - Jeffrey W. Talley 2022 - - - - President and Chief Executive Officer of U.S. Minerals and Metals, Corporation(2) 2023 - - - - Ioanna Kallidou 2022 - - 49,000 49,000 (3) Former President(3) 2023 - - 16,500 16,500 (1) 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. (2) On December 11, 2023, Mr. Talley, was appointed as President and Chief Executive Officer of the Company. (3) Consists of a $35,000 salary and $14,000 bonus. Agreements with Named Executive Officers M2i 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: 1. On December 1, 2022, Jeffrey W. Talley and U.S. Minerals & Metals Corporation entered into a consulting agreement where Mr. Talley agreed to serve as president and chief executive officer of U.S. Minerals & Metals Corporation until the agreement is terminated. Mr. Talley is entitled to a consulting payment of $41,666.67 per month. His additional bonuses are determined by the Board of Directors. 2. On January 23, 2023, Douglas Cole and U.S. Minerals and Metals Corporation entered into a business development agreement where Mr. Cole 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 $1,000. 3. Pursuant to the Agreement and Plan of Merger, dated as of May 12, 2023, and entered into by and among Inky, Inc. and U.S. M and M Acquisition Corp. and U.S. Minerals and Metals Corp., which is annexed hereto as exhibit 2.01 below, at the time of consummation of the merger, all shares of USMM were simultaneously converted into shares of M2i Global, Inc.’s common stock, and thus, any shares issued by USMM pursuant to the BDA or WSCA, as referenced above are now issued from M2i Global, Inc. There are no arrangements or plans in which we provide pension, retirement or similar benefits for our executive officers, except that our executive officers may receive stock options at the discretion of our board of directors. Grants of Plan-Based Awards Table We did not grant any awards to our named executive officers during our fiscal year ended November 30, 2023. Compensation Plans As of November 30, 2023, we did not have an equity compensation plan in place. 17 Outstanding Equity Awards at Fiscal Year-End The following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of November 30, 2023: OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END OPTION AWARDS STOCK AWARDS Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Un-exercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) 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 (#) Doug Cole - - $ - - - - - - Jeffrey W. Talley - - $ - - - - - - Compensation of Directors The following compensation was provided to the directors of M2i who are not also named executive officers during the fiscal year ended November 30, 2023: Name Fees earned or paid in cash ($) Stock Awards ($) Option Awards ($) (1) Non- Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation($) Total ($) Doug Cole - - - - - - Item 12. 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 Global, Inc. 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. 18 Beneficial 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. Beneficial Ownership of Common Stock Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class Doug Cole, Executive Chairman and Chief Financial Officer* 0 (1) * % Jeffrey W. Talley, President & Chief Executive Officer of U.S. Minerals and Metals Corporation* 0 (2) * % Dhruv Gulati* 0 (3) * % Alberto Rosende* 0 (4) * % Doug Kunnel* 1,000,000 * % Directors and Executive Officers as a Group (6 persons) 1,000,000 * % * Represents ownership of less than 1% (1) 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 or Mr. Cole’s 100,000 shares of preferred stock. Mr. Cole does not have any control over the trust, including no voting power and no power to dispose of the shares. (2) This does not include 50,000,000 shares of Common Stock beneficially owned by The Talley Family Revocable Trust. Mr. Talley does not have any control over the trust, including no voting power and no power to dispose of the shares. (3) This does not include 15,000,000 shares of Common Stock beneficially owned by The Dhruv Gulati 2015 Living Trust. (4) This does not include 4,000,000 shares of Common Stock beneficially owned by Rosende Quattro LLC of which Mr. Rosende is the managing member. Beneficial 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 100,000 (1) 100 % Directors and Executive Officers as a Group (1 person) 100,000 100 % (1) Mr. 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. Mr. Cole does not have any control over the trust, including no voting power and no power to dispose of the shares. 19 Item 13. Certain Relationships and Related Transactions and Director Independence Certain Relationships and Related 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 May 31, 2023, no balances due to Ioanna Kallidou were outstanding. Director Independence We currently do not have any directors who are “independent” as defined under the NASDAQ Marketplace Rules. Item 14. Principal Accountant Fees and Services Turner, 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. The 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. Fees 2023 (1)* 2022 (2) Audit Fees $ [ ] $ 9,750 Audit Related Fees [ ] - Tax Fees - - Other Fees - - Total Fees $ [ ] $ 9,750 *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. (1) Represents aggregate fees charged by Turner Stone for audit of the Company’s financial statements for the fiscal year ended November 30, 2023. (2) Represents aggregate fees charged by Pinnacle for audit of the Company’s financial statements for the fiscal year ended November 30, 2022. In 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. PART IV Item 15. Exhibits and Financial Statement Schedules a) Financial Statements 1) The consolidated financial statements contained herein are as listed on the “Index to Consolidated Financial Statements” on page F-1 of this report. 2) The 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. 20 b) Exhibits Exhibit Number Description 2.01 Agreement and Plan of Merger, dated as of May 12, 2023 and entered into by and among Inky, Inc. and U.S. M and M Acquisition Corp. and U.S. 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) 3.1 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) 3.2 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) 3.3 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) 3.4 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) 3.5 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) 3.6 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) 10.1 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) 10.2 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) 10.3 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) 10.4 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) 14.1 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) 21.1 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) 31.1* Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended. 31.2* Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended. 32.1** 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. 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. ** Furnished herewith. Item 16. Form 10-K Summary None. 21 SIGNATURES Pursuant 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. M2I GLOBAL, INC. Date: April 16, 2024 By: /s/ Jeffrey W. Talley Jeffrey W. Talley Chief Executive Officer (Principal Executive Officer) In 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. Signature Title Date /s/ Doug Cole Chief Financial Officer and Executive Chairman April 16, 2024 Doug Cole (Principal Financial Officer) Signature Title Date /s/ Jeffrey W. Talley Chief Executive Officer April 16, 2024 Jeffrey W. Talley (Principal Executive Officer) 22 M2I GLOBAL, INC. FINANCIAL STATEMENTS TABLE OF CONTENTS Page Report of Independent Registered Public Accounting Firm (Turner, Stone & Company, LLP, PCAOB ID: 76 ) F-2 Report of Independent Registered Public Accounting Firm (Heaton & Company, PLLC, PCAOB ID: 6117 ) F-3 Consolidated Balance Sheets as of November 30, 2023 and 2022 F-4 Consolidated Statements of Operations for the years ended November 30, 2023 and 2022 F-5 Consolidated Statements of Changes in Stockholders’ (Deficit) Equity as of November 30, 2023 and 2022 F-6 Consolidated Statements of Cash Flows for the years ended November 30, 2023 and 2022 F-7 Notes to the Consolidated Financial Statements F-8 F- 1 Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders M2i Global, Inc. Opinion on the Financial Statements We 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. Going Concern The 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. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We 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/ Turner, Stone & Company, L.L.P . We have served as the Company’s auditor since 2024. Dallas, Texas April 16, 2024 F- 2 REPORT 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). In our 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 audits. 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 F- 3 M2i GLOBAL, INC. (formerly Inky, Inc.) CONSOLIDATED BALANCE SHEETS 2023 2022 At November 30, 2023 2022 Assets Current assets Cash $ 48,197 $ 114 Prepaid expenses and other assets - 13,767 Total current assets 48,197 13,881 Other assets Intangible assets, net - 111,970 Total other assets - 111,970 Total assets $ 48,197 $ 125,851 Liabilities and Stockholders’ Equity (Deficit) Current liabilities Accounts payable and accrued expenses $ 237,143 $ 476 Accrued payroll - related party - 49,000 Convertible note payable, net of discount 250,000 - Related party loan 600,000 72,774 Total current liabilities 1,087,143 122,250 Total liabilities 1,087,143 122,250 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 100 - 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 514,334 7,105 Treasury Stock ( 435,000 ) - Additional paid-in capital 995,541 120,255 Accumulated deficit ( 2,113,921 ) ( 123,759 ) Total stockholders’ equity (deficit) ( 1,038,946 ) 3,601 Total liabilities and stockholders’ equity (deficit) $ 48,197 $ 125,851 The accompanying notes are an integral part of these consolidated financial statements F- 4 M2i GLOBAL, INC. (formerly Inky, Inc.) CONSOLIDATED STATEMENTS OF OPERATIONS November 30, 2023 November 30, 2022 For the years ended November 30, 2023 2022 Revenues $ 3,400 $ 1,000 Operating expenses General and administrative 280,676 67,442 Legal and professional 1,586,705 - Amortization 20,503 - Impairment 94,952 - Total operating expenses 1,982,836 67,442 Loss from operations ( 1,979,436 ) ( 66,442 ) Other expense Interest expense 10,726 - Total other expense 10,726 - Net loss $ ( 1,990,162 ) $ ( 66,442 ) Loss per share $ ( 0.01 ) $ ( 0.01 ) Weighted average shares outstanding - basic 280,869,691 5,097,539 The accompanying notes are an integral part of these consolidated financial statements F- 5 M2i GLOBAL, INC. (formerly Inky, Inc.) CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY Shares Amount Shares Amount Treasury Stock Paid in Capital Accumulated Deficit Equity (Deficit) Preferred Stock Common Stock Additional Shares Amount Shares Amount Treasury Stock Paid in Capital Accumulated Deficit Total Balances, November 30, 2021 - $ - 5,092,023 $ 5,092 $ - $ 31,668 $ ( 57,317 ) $ ( 20,557 ) Issuance of common stock for intangible assets - - 2,013,334 2,013 - 88,587 - 90,600 Net loss - - - - - - ( 66,442 ) ( 66,442 ) Balances, November 30, 2022 - $ - 7,105,357 $ 7,105 $ - $ 120,255 $ ( 123,759 ) $ 3,601 Balance, value - $ - 7,105,357 $ 7,105 $ - $ 120,255 $ ( 123,759 ) $ 3,601 Issuance of shares for cash 100,000 100 507,228,334 507,229 - 728,148 - 1,235,477 Purchase of treasury shares - - - - ( 435,000 ) - - ( 435,000 ) Contribution from settlement of related party liabilities - - - - - 146,593 - 146,593 Cash received for shares to be issued - - - - - 545 - 545 Net loss - - - - - - ( 1,990,162 ) ( 1,990,162 ) Balances, November 30, 2023 100,000 $ 100 514,333,691 $ 514,334 $ ( 435,000 ) $ 995,541 $ ( 2,113,921 ) $ ( 1,038,946 ) Balance, value 100,000 $ 100 514,333,691 $ 514,334 $ ( 435,000 ) $ 995,541 $ ( 2,113,921 ) $ ( 1,038,946 ) The accompanying notes are an integral part of these consolidated financial statements F- 6 M2i GLOBAL, INC. (formerly Inky, Inc.) CONSOLIDATED STATEMENTS OF CASH FLOWS November 30, 2023 November 30, 2022 For the years ended November 30, 2023 2022 Operating activities Net loss $ ( 1,990,162 ) $ ( 66,442 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization 20,503 - Impairment of intangible asset 94,952 - Changes in operating assets and liabilities: Prepaid expenses and other assets 13,767 5,575 Accounts payable and accrued expenses 233,182 ( 1,143 ) Accrued payroll - related party 16,500 49,000 Net cash used in operating activities ( 1,611,258 ) ( 13,010 ) Investing activities Purchase of intangible assets - ( 21,370 ) Net cash used in investing activities - ( 21,370 ) Financing activities Issuance of shares for cash 1,235,477 Cash received for shares to be issued 545 Purchase of treasury shares ( 435,000 ) Proceeds from issuance of convertible notes payable 250,000 Proceeds from related party loan 608,319 34,380 Net cash provided by financing activities 1,659,341 34,380 Net increase (decrease) in cash $ 48,083 $ - Cash - beginning of the year 114 114 Cash - end of the year $ 48,197 $ 114 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 $ 146,593 $ - Original issuance discount on convertible note $ 20,000 $ - Common stock issued for intangible assets $ - $ 90,600 The accompanying notes are an integral part of these consolidated financial statements F- 7 M2i GLOBAL, INC (formerly Inky, Inc.) NOTES TO THE 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 (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. 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 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 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. 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 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”). 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. Segment Reporting The Company operates as a single segment. 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 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. 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. F- 8 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. Impairment of Long-Lived Assets 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. Revenue Recognition Previously, 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. As 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. Financial Instruments The 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. 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 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. 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. 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. Convertible Debt In 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. F- 9 Basic 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. 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 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. The Company had no additional dilutive securities outstanding at November 30, 2023 or November 30, 2022. Treasury Stock 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. Related Party The Company records all related party transactions in accordance with ASC 850-10. Recently 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. ASU 2023-07 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 periods; (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. 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. Note 5 — Impairment of Intangible Assets During 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 . F- 10 Note 6 – Income Taxes The 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. Schedule of Effective Income Tax Rate as A Percentage of Income Before Income Taxes 2023 2022 Federal tax statutory rate 21 % 21 % Temporary differences 0 % 0 % Permanent differences 0 % 0 % Valuation Allowance - 21 % - 21 % Total 0 % 0 % The Company had deferred income tax assets as of November 30, 2023, and 2022, as follows: Schedule of Components of Deferred Tax Assets 2023 2022 Deferred Tax Assets Net operating loss carryforwards $ 444,000 $ 26,000 Temporary differences - - Permanent differences ( 1,000 ) - Valuation allowance ( 443,000 ) ( 26,000 ) Net deferred tax assets $ - $ - The 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. At 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 future. As 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. The tax return for the fiscal year ended November 30, 2023, has not yet been filed. F- 11 Note 7 — Related Party Transactions During 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 capital. As of November 30, 2023, no balances due to the Company’s former CEO were outstanding. During the year ended November 30, 2023, the Company repurchased shares from the former CEO, as detailed in Note 9. Under 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. The Company has a note payable agreement with the CFO, as further detailed in Note 8. Note 8 — Debt Convertible Note Payable On 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%. Notes Payable During 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. During 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. Note 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 . 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 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. Shares 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. Shares Issued for Cash During 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. As 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 During 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. Note 10 — Subsequent Events Subsequent to November 30, 2023, the Company received $ 602,320 for the purchase of 24,800,000 shares of common stock. Subsequent to November 30, 2023, the Company paid $ 5,000 to a shareholder to repurchase 50,000,000 shares of common stock. F- 12