What changed in this filing

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Item 1. Financial Statements

2024-04-26 compared with 2023-10-10 · 148 added, 99 removed, 128 unchanged (66% of the section changed)

FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET

and equivalents

and other current assets

CONSOLIDATED BALANCE SHEETS

February 29, 2024

November 30, 2023

Current assets

AND STOCKHOLDERS’ EQUITY (DEFICIT)

payable and accrued expenses

payroll - related party

Prepaids and other current assets

Total current assets

Liabilities and Stockholders’ Deficit

Current liabilities

STOCKHOLDERS’

EQUITY (DEFICIT)

stock, 100,000 shares authorized, $ 0.001 par value, 100,000 and - 0 - shares issued and outstanding, respectively

stock, 1,000,000,000 shares authorized, $ 0.001 par value, 514,333,691 and 7,105,357 shares issued and outstanding, respectively

paid in capital

Accounts payable and accrued expenses

Convertible note, net of discount

Related party loan

Total current liabilities

Total liabilities

Commitments and contingencies

Stockholders’ deficit

Preferred stock, authorized 100,000 shares, $ .001 par value, 100,000 and 0 shares

issued and outstanding, respectively

Common stock, authorized 1,000,000,000

shares, $ .001

par value, 464,333,691

and 514,333,691

shares issued and outstanding at February 29, 2024 and November 30, 2023 respectively

Treasury stock

Additional paid in capital

Accumulated deficit

( 2,813,021 )

Stockholders’ Equity (Deficit)

( 2,113,921 )

LIABILITIES AND STOCKHOLDERS’ EQUITY ( DEFICIT )

Total stockholders’ deficit

( 1,191,597 )

( 1,038,946 )

Total liabilities and stockholders’ deficit

accompanying notes are an integral part of these unaudited condensed consolidated financial statements

CONSOLIDATED STATEMENTS OF OPERATIONS

and administrative

Three Months Ended

February 29, 2024

February 28, 2023

Operating expenses

from Operations

( 1,446,398 )

( 1,918,463 )

INCOME (EXPENSE)

before Income Taxes

( 1,446,398 )

( 2,013,529 )

$ ( 1,446,398 )

General and administrative

Legal and professional

Total operating expenses

Loss from operations

Other expense

Interest expense

Total other expense

$ ( 699,100 )

loss per share - basic

average shares outstanding - basic

accompanying notes are an integral part of these unaudited condensed consolidated financial statements

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

Stockholders’

Loss per share

Weighted average shares outstanding - basic

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

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

the Three Months Ended February 29, 2024 and February 28, 2023

Preferred Shares

Common Shares

Additional Paid in

Total Stockholders’

Balance at November 30, 2023

$ ( 435,000 )

Balance at February 28, 2023

$ ( 2,113,921 )

Shares issued for cash

Purchase of treasury shares

Contribution from settlement of related party liabilities

Balance at May 31, 2023

$ ( 1,038,946 )

$ ( 435,000 )

Shares purchased from shareholder

( 50,000,000 )

Cash received for subscription receivable

Cash received for shares to be issued

Balance at February 29, 2024

$ ( 435,000 )

$ ( 2,813,021 )

Balance at August 31, 2023

$ ( 1,191,597 )

Balance at November 30, 2022

$ ( 123,759 )

Balance at November 30, 2021

Balance at February 28, 2023

Balance at May 31, 2022

Balance at August 31, 2022

$ ( 151,750 )

1 unchanged sentence

accompanying notes are an integral part of these unaudited condensed consolidated financial statements

CONSOLIDATED STATEMENT OF CASH FLOWS

flows from operating activities

CONSOLIDATED STATEMENTS OF CASH FLOWS

February 29, 2024

February 28, 2023

Three Months Ended

February 29, 2024

February 28, 2023

Cash flows from operating activities

$ ( 699,100 )

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

and amortization

in operating assets and liabilities

payable and accrued expenses

payroll - related party

cash used in operating activities

flows from investing activities

development costs

cash used in investing activities

flows from financing activities

from the issuance stock

stock repurchase

cash provided by financing activities

increase (decrease) in cash

beginning of period

end of period

Investing and Financing Activities

from settlement of related party liabilities

accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Adjustments to reconcile net loss to net cash provided for (used in) operating activities:

Amortization of note discount

Changes in operating assets and liabilities

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Accrued payroll - related party

Net cash provided for (used in) operating activities

Cash flows from investing activities

Purchase of intangible assets

Net cash used in investing activities

Cash flows from financing activities

Cash received for shares to be issued

Payment for cancelled shares

Proceeds from related party loan

Net cash provided by financing activities

Net increase (decrease) in cash

Cash, beginning of the period

Cash, end of the period

Cash paid for income taxes

Cash paid for interest

The accompanying

notes are an integral part of these unaudited consolidated condensed financial statements

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

17 unchanged sentences

To implement this vision, the Company intends to operate four key business units as set forth below:

an integrated business platform facilitating the buying and selling of minerals and metals as commodities;

Minerals and Metals:

10 unchanged sentences

The Company had limited revenues and incurred losses during

the period ended August 31, 2023 and year ended November 30, 2022.

the period ended February 29, 2024 and year ended November 30, 2023.

These conditions raise substantial doubt about the Company’s

19 unchanged sentences

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.

accompanying unaudited condensed consolidated financial statements include the accounts of the Company, including its wholly owned subsidiary,

Intercompany accounts and transactions have been eliminated in consolidation.

Segment Reporting

The Company operates as a single segment.

preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates

3 unchanged sentences

and Cash Equivalents

Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased,

Company considers all highly liquid instruments and other short-term investments with maturity of three months or less, when purchased,

to be cash equivalents.

10 unchanged sentences

is reduced to fair value.

Company evaluates and tests the recoverability of its goodwill for impairment at least annually during its fourth quarter of each fiscal

year or more often if and when circumstances indicate that goodwill may not be recoverable.

the period ended August 31, 2023, as a result in the shift in the Company’s operations, the Company determined its intangible assets,

prepaid expenses and other current assets were impaired resulting in an impairment expense totaling $ 94,952 .

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 FASB ASC Topic 740, “Income Taxes,” the Company provides for the recognition of deferred tax assets if realization

14 unchanged sentences

interest or penalties associated with insufficient taxes paid, such expenses are reported in income tax expense.

Issuance Costs

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.

issuance costs and premiums or discounts are amortized over the term of the respective financing arrangement using the effective interest

Amortization of these amounts is included as a component of interest expense net, in the consolidated statements of operations.

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

We will be amortizing

the debt discount over the life of the convertible notes as additional non-cash expense utilizing the effective interest rate.

and Diluted Loss Per Share

4 unchanged sentences

issued and if the additional common shares were dilutive.

Company had no additional dilutive securities outstanding at August 31, 2023 or August 31, 2022.

Company had no additional dilutive securities outstanding at February 29, 2024 or February 28, 2023.

stock transactions shall be deemed to be those transactions carried out by the Company which involve shares of the Company that grant

the right to acquire shares of the Company.

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

Issued Accounting Standards

the period ended August 31, 2023, there were several new accounting pronouncements issued by the FASB.

the period ended February 29, 2024, there were several new accounting pronouncements issued by the FASB.

Each of these pronouncements,

2 unchanged sentences

has had or will have a material impact on the Company’s condensed consolidated financial statements.

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

4 — Commitments and Contingencies

2 unchanged sentences

any litigation that the Company believes could have a material adverse effect on its financial condition or results of operations.

5 — Stockholders’ Equity

fiscal year ended November 30, 2022, the total number of shares of all classes of stock which the Company was authorized to issue was

75,000,000 shares of common stock, par value $ 0.001 per share.

May 16, 2023, the Company filed an amendment to the Articles of Incorporation with the State of Nevada to increase the total number of

shares authorized issue to 1,000,100,000 , consisting of 1,000,000,000 shares of common stock having a par value of $ 0.001 per share and

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

Series A Super-Voting Preferred stock vote on the basis of 10,000 votes per share .

Common stock vote on the basis of 1 vote per share .

the nine months ended August 31, 2023, the Company issued 100,000 shares of Series A Super-Voting Preferred stock and 507,228,334 shares

of common stock in exchange for proceeds totaling $ 1,265,476 , including $ 30,975 in subscriptions receivable.

the nine months ended August 31, 2023, the Company purchased 6,013,334 shares of common stock from Ioanna Kallidou for $ 435,000 .

shares were recorded as Treasury Stock at August 31, 2023.

the nine months ended, there were 514,333,691 shares of common stock and 100,000 shares of preferred stock issued and outstanding.

5 — Equity Transactions

the three months ended February 29, 2024, the Company repurchased 50,000,000

shares owned by a shareholder for $ 5,000 .

These shares are being held in Treasury until cancelled.

the three months ended February 29, 2024, the Company received $ 553,100 for the issuance of 32,100,000 shares.

These shares have not

yet been issued.

the three months ended February 29, 2024, the Company terminated two consultants which resulted in the need to cancel 11,500,000 shares

pursuant to each of their consulting agreements.

These shares have not yet been cancelled.

6 — Related Party 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.

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

August 2023, the Company’s CEO loaned the Company $ 200,000 .

This is recorded in loans payable on the balance sheet.

the three months ended February 29 2024, the Company’s Executive Chairman loaned the Company $ 20,500 This

loan is recorded as a related party loan on the balance sheet.

At the periods ending February 29, 2024 and November 30 2023, the

balance due to the Executive Chairman was $ 619,500 and

respectively.

This loan has a 7 %

interest rate.

During the three months ended February 29, 2024, the Company paid $ 17,351 in

interest to the Executive Chairman.

At February 29, 2024, accrued interest payable due related to the loans from the Executive Chairman totaled $ 6,969 .

Note 7 – Note Payable

During the three months ended February 29, 2024, the Company entered into

a financing agreement for payment of D & O insurance.

The total note was $ 104,160 for 10 months.

During the three months ended February

29, 2024, the Company paid the downpayment of $ 26,227 and three monthly payments of $ 8,265 each.

The note has an interest rate of 12.99 % .

8 — Convertible Notes Payable

November 2023, the Company executed a series of 10% Convertible Notes payable to an institutional investor in the aggregate

principal amount of $ 1,080,000 .

Each of the four notes being in the amount of $ 270,000

and containing an original issue discount of $ 20,000

and legal fees of $ 10,000 .

On November 28, 2023, the Company received the first tranche amounting to $ 270,000

less $ 20,000

OID and $ 10,000

legal fees with a net receipt of $ 240,000 .

At the periods ended February 29, 2024 and November 30, 2023, the net balance of the Convertible Note payable was $ 255,000 and

$ 250,000 , respectively.

During the three months ended February 29, 2024, the Company recorded $ 6,750

interest expense and $ 5,000 OID

amortization which was recorded as interest expense.

9 — Subsequent Events

On September 23, 2023, the Company entered into a

Letter of Intent to purchase the commercial real estate and all issued and outstanding shares of stock of a salvage, disposal, recycling

and scrap business located in Nevada.

The purchase price for this transaction is $ 8,000,000 .

The Company evaluated other subsequent events after

August 31, 2023 and determined that there are no other events for which disclosure is required.

to February 29, 2024, the Company received $ 100,320 for the purchase of 4,200,000 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-Q

Item 1. Financial Statements