M2i Global, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 333-229748 M2i GLOBAL, INC. (Exact name of registrant as specified in its charter) Nevada 37-1904036 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 885 Tahoe Blvd. Incline Village , NV 89451 (Address of Principal Executive Offices) (Zip Code) (775) 909-6000 (Registrant’s telephone number, including area code) 3827 S Carson St. , P.O. Box 40 Carson City , NV 89701 (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated Filer ☐ Smaller reporting company ☒ Accelerated Filer ☐ Emerging growth company ☒ Non-accelerated Filer ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. The number of shares of Common Stock, par value $ 0.001 per share, outstanding as of October 17, 2024 was 581,704,525 . Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered None N/A N/A M2i GLOBAL, INC. Index Pg. No. PART I — Financial Information 3 Item 1. Financial Statements 3 Condensed Consolidated Balance Sheets as of August 31, 2024 (Unaudited) and November 30, 2023 3 Condensed Consolidated Statements of Operations for the Nine Months Ended August 31, 2024 and 2023 (Unaudited) 4 Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Nine Months Ended August 31, 2024 and 2023 (Unaudited) 5 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended August 31, 2024 and 2023 (Unaudited) 6 Notes to Condensed Consolidated Financial Statements (Unaudited) 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 11 Item 3. Quantitative and Qualitative Disclosures about Market Risk 13 Item 4. Controls and Procedures 13 PART II — Other Information 14 Item 1. Legal Proceedings 14 Item 1A. Risk Factors 14 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14 Item 3. Defaults Upon Senior Securities 14 Item 4. Mine Safety Disclosures 14 Item 5. Other Information 14 Item 6. Exhibits 14 SIGNATURES 15 2 PART 1 — FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS M2i GLOBAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) August 31, 2024 November 30, 2023 unaudited Assets Current assets Cash $ 28,213 $ 48,197 Prepaids and other current assets 31,107 - Total current assets 59,320 48,197 TOTAL ASSETS $ 59,320 $ 48,197 Liabilities and Stockholders’ (Deficit) Current liabilities Accounts payable and accrued expenses $ 1,650,056 $ 237,143 Convertible note, net of discount 265,000 250,000 Note Payable 11,815 $ - Related party loan 211,500 600,000 Total current liabilities 2,138,371 1,087,143 Total Liabilities 2,138,371 1,087,143 Stockholders’ (deficit) Preferred stock, authorized 100,000 shares, $ .001 par value, 100,000 and 100,000 shares issued and outstanding, respectively 100 100 Common stock, authorized 1,000,000,000 shares, $ .001 par value, 517,667,025 and 514,333,691 shares issued and outstanding at August 31, 2024 ended November 30, 2023, respectively 517,667 514,334 Treasury stock ( 435,000 ) ( 435,000 ) Additional paid in capital 2,763,193 995,541 Accumulated (deficit) ( 4,925,011 ) ( 2,113,921 ) Total stockholders’ (deficit) ( 2,079,051 ) ( 1,038,946 ) Total liabilities and stockholders’ deficit $ 59,320 $ 48,197 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 3 M2i GLOBAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Three Months Ended Nine Months Ended August 31, 2024 August 31, 2023 August 31, 2024 August 31, 2023 . . Revenue $ - $ - $ - $ 3,400 Operating expenses General and administrative 188,079 451,991 797,483 536,449 Legal and professional 528,467 994,407 1,943,060 1,385,528 Impairment of assets - - - 94,952 Total operating expenses 716,546 1,446,398 2,740,543 2,016,929 Loss from operations ( 716,546 ) ( 1,446,398 ) ( 2,740,543 ) ( 2,013,529 ) Other expense Interest expense 20,854 - 70,547 - Total other expense 20,854 - 70,547 - Net Loss $ ( 737,400 ) $ ( 1,446,398 ) $ ( 2,811,090 ) $ ( 2,013,529 ) Loss per share $ ( 0.00 ) $ ( 0.00 ) $ ( 0.01 ) $ ( 0.01 ) Weighted average shares outstanding - basic 554,928,619 514,333,691 531,040,358 205,183,575 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 4 M2i GLOBAL, INC. CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (unaudited) Total Preferred Shares Common Shares Additional Accumulated Stockholders’ Shares Amount Shares Amount Treasury Stock Paid in Capital Deficit Equity (Deficit) Balance at November 30, 2023 100,000 $ 100 514,333,691 $ 514,334 $ ( 435,000 ) $ 995,541 $ ( 2,113,921 ) $ ( 1,038,946 ) Shares purchased from shareholder - - ( 50,000,000 ) ( 50,000 ) - 45,000 - ( 5,000 ) Cash received for shares to be issued - - - - - 551,450 - 551,450 Net loss - - - - - - ( 699,100 ) ( 699,100 ) Balance at February 29, 2024 100,000 $ 100 464,333,691 $ 464,334 $ ( 435,000 ) $ 1,591,991 $ ( 2,813,021 ) $ ( 1,191,596 ) Shares issued for cash - - 37,900,000 37,900 - 133,585 - 171,485 Shares to be purchased from shareholders - - - - - ( 1,150 ) - ( 1,150 ) Cash received for shares to be issued - - - - - 50,020 - 50,020 Net loss - - - - - - ( 1,374,590 ) ( 1,374,590 ) Balance at May 31, 2024 100,000 $ 100 502,233,691 $ 502,234 $ ( 435,000 ) $ 1,774,446 $ ( 4,187,611 ) $ ( 2,345,831 ) Shares issued for cash - - 7,200,000 7,200 - 8,080 - 15,280 Shares issued for contract agreements - - 20,000,000 20,000 - ( 18,000 ) - 2,000 Shares Cancelled - - ( 11,766,666 ) ( 11,767 ) - 11,767 - - Cash received for shares to be issued - - - - - 986,900 - 986,900 Net loss - - - - - - ( 737,400 ) ( 737,400 ) Balance at August 31, 2024 100,000 $ 100 517,667,025 $ 517,667 $ ( 435,000 ) $ 2,763,193 $ ( 4,925,011 ) $ ( 2,079,051 ) Balance at November 30, 2022 - $ - 7,105,357 $ 7,105 $ - $ 120,255 $ ( 123,759 ) $ 3,601 Net loss - - - - - - ( 27,991 ) ( 27,991 ) Balance at February 28, 2023 - $ - 7,105,357 $ 7,105 $ - $ 120,255 $ ( 151,750 ) $ ( 24,390 ) Shares issued for cash 100,000 100 507,228,334 507,229 - 470,499 - 977,828 Purchase of treasury shares - - - - ( 435,000 ) - - ( 435,000 ) Contribution from settlement of related party liabilities - - - - - 146,593 - 146,593 Net loss - - - - - - ( 539,140 ) ( 539,140 ) Balance at May 31, 2023 100,000 $ 100 514,333,691 $ 514,334 $ ( 435,000 ) $ 737,347 $ ( 690,890 ) $ 125,891 Balance 100,000 $ 100 514,333,691 $ 514,334 $ ( 435,000 ) $ 737,347 $ ( 690,890 ) $ 125,891 Cash received for subscription receivable - - - - - 256,673 - 256,673 Net loss - - - - - - ( 1,446,398 ) ( 1,446,398 ) Balance at August 31, 2023 100,000 $ 100 514,333,691 $ 514,334 $ ( 435,000 ) $ 994,020 $ ( 2,137,288 ) $ ( 1,063,834 ) Balance 100,000 $ 100 514,333,691 $ 514,334 $ ( 435,000 ) $ 994,020 $ ( 2,137,288 ) $ ( 1,063,834 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 5 M2i GLOBAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended August 31, 2024 August 31, 2023 Cash flows from operating activities Net loss $ ( 2,811,090 ) $ ( 2,013,529 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of note discount 15,000 - Amortization - 20,503 Impairment of assets - 95,066 Changes in operating assets and liabilities Prepaid expenses and other current assets ( 17,294 ) 13,767 Accounts payable and accrued expenses 1,412,913 912,991 Accrued payroll - related party - 16,500 Net cash used in operating activities ( 1,400,469 ) ( 954,702 ) Cash flows from financing activities Cash received for shares issued 739,140 1,234,501 Cash received for shares to be issued 1,034,845 - Treasury repurchase - ( 435,000 ) Payment for cancelled shares ( 5,000 ) - Proceeds from related party loan 127,500 200,000 Payments on related party loan ( 516,000 ) - Net cash provided by financing activities 1,380,485 999,501 Net increase (decrease) in cash $ ( 19,984 ) $ 44,800 Cash, beginning of period 48,197 114 Cash, end of period $ 28,213 $ 44,914 Cash paid for income taxes $ - $ - Cash paid for interest - $ - Supplemental schedule for non-cash investing and financing activities Contribution from settlement of related party liabilities $ - $ 146,593 Original issue discount on convertible note $ 25,000 $ - The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 6 M2i GLOBAL, INC NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations The Company was incorporated in the State of Nevada on June 12, 2018. On June 7, 2023, the Company (“M2i Global, Inc.”) (formerly known as “Inky Inc.”) filed with the Secretary of State of Nevada an Amendment to the Certificate of Incorporation to change its corporate name from “Inky, Inc.”, to “M2i Global, Inc.”, effective June 7, 2023. The Company was formerly engaged in developing mobile software applications for smartphones and table devices. During May 2023, the Company became the sole shareholder of U.S. Minerals and Metals Corp., a Nevada corporation (“USMM”) through the issuance of preferred and common shares for cash. Concurrently, the Company shifted its operations to specialization in the development and execution of a complete global value supply chain for critical minerals for the U.S. government and U.S. free trade partners. The Company’s vision is to develop and execute a complete global value supply chain for critical minerals for the United States government and certain trading partners of the United States. To implement this vision, the Company intends to operate three key business divisions as set forth below: ● M2i Mining, Processing & Refining: a business engaged in sourcing, extraction, processing, refining, transporting and selling primary minerals and metals; ● M2i Scrap & Recycling: a business engaged in the collection, processing, transporting and selling of scrap, recycled and reused metals; and ● M2i Government and Defense Industrial Base: a business engaged in aligning 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. On June 30, 2024, the Company and Komodo Capital (“Komodo”), a company specializing 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, entered into a strategic partnership (the “Strategic Partnership”), in order for Komodo to use its relationships to provide the Company with access to various critical minerals, with an ultimate goal of suppling the U.S. government and U.S. free trade partners with these critical minerals. Komodo Capital also offers comprehensive advisory services. The Company issued 8,000,000 shares of common stock as part of this agreement. On June 30, 2024, the Company and NTM Minerals Limited (“NTM”), a company specializing 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, entered into an exclusive offtake agreement (the “Offtake Agreement”), in which NTM will provide for 88,000 tonnes of copper, currently valued at approximately $ 850 million. The Company is granted offtake rights for a maximum of 88,000 tonnes of copper that is sourced from the Redbank tenements in return for 12 million shares of the Company’s common stock. NTM shall receive additional payments for incremental resource increases or upgrades from the Redbank tenements. M2i retains the option to participate in production pre-funding opportunities. Note 2 – Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company had limited revenues and incurred losses during the nine months ended August 31, 2024 and year ended November 30, 2023. 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 first or second quarters of the next 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. 7 Note 3 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the interim reporting rules of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted from these statements pursuant to such rules and regulation and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, including its wholly owned subsidiary, USM&M. 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid instruments and other short-term investments with a maturity of three months or less, when purchased, to be cash equivalents. The Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC provides coverage of up to $ 250,000 per depositor, per financial institution, for the aggregate total of depositors’ interest and non-interest-bearing accounts. Impairment Assessment The Company evaluates intangible assets and other long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions or other events that indicate an asset’s carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future cash flows the asset is expected to generate. If the cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. 8 Income Taxes In accordance with FASB ASC Topic 740, “Income Taxes,” the Company provides for the recognition of deferred tax assets if realization of such assets is more likely than not. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. In addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes. If the Company has interest or penalties associated with insufficient taxes paid, such expenses are reported in income tax expense. 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. Debt issuance costs and premiums or discounts are amortized over the term of the respective financing arrangement using the effective interest method. Amortization of these amounts is included as a component of interest expense net, in the consolidated statements of operations. Convertible Debt In 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. Basic and Diluted Loss Per Share Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company had no additional dilutive securities outstanding at August 31, 2024 or August 31, 2023. Treasury Stock Policy Treasury 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. Related Party The Company records all related party transactions in accordance with ASC 850-10. Recently Issued Accounting Standards During the nine months ended August 31, 2024, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial statements. 9 Revenue Recognition Previously, the Company recognized revenues from a subscription-based service that provided users with access to AI generated tattoo ideas. The subscriptions ranged 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. 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 — Equity Transactions During the nine months ended August 31, 2024, the Company repurchased 50,000,000 shares of common stock owned by a shareholder for $ 5,000 . These shares have been cancelled. During the nine months ended August 31, 2024, the Company issued 45,100,000 shares of common stock for cash received of $ 739,140 . During the nine months ended August 31, 2024, the Company received $ 1,034,845 cash for the issuance of 28,637,500 shares of common stock. These shares have not been issued. During the nine months ended August 31, 2024, the Company terminated two consultants which resulted in the cancellation of 11,500,000 shares pursuant to each of their consulting agreements. The Company owes $ 1,150 to the consultants for the cancellation of these shares. During the nine months ended August 31, 2024, the Company cancelled 266,666 shares which were issued in error in May 2023 for a value of $ 80,000 . During the nine months ended August 31, 2024, the Company issued 20,000,000 shares per contract agreements with Komodo Capital and NT Minerals LTD (See Note 1 above) for future considerations. These shares were valued at $ 2,000 . Note 6 – Accounts Payable and Accrued Expenses During the nine months ended August 31, 2024, the Company’s accounts payables and accrued expenses increased to $ 1,650,056 from $ 237,143 at the year ended November 30, 2023 for an increase of $ 1,412,913 . The increase was due to the accrual of professional fees, accrued directors fees, and accounts payables as the Company continues to shift its operations a noted in Note 1 above. Note 7 — Related Party Transactions During the nine months ended August 31, 2024, the Company’s Executive Chairman loaned the Company $ 127,500 . The Company repaid $ 516,000 during the same time period. This loan is recorded as a related party loan on the balance sheet. At the periods ending August 31, 2024 and November 30 2023, the balance due to the Executive Chairman was $ 211,500 and $ 600,000 , respectively. This loan has a 7 % interest rate. During the nine months ended August 31, 2024, the Company recorded $ 29,328 interest expense. At August 31, 2024, accrued interest payable due to the loan from the Executive Chairman totaled $ 18,758 . Note 8 – Note Payable During the nine months ended August 31, 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 nine months ended August 31, 2024, the Company paid the downpayment of $ 26,227 and eight monthly payments of $ 8,265 each. The note has an interest rate of 12.99 %. At August 31, 2024, the remaining balance on the loan is $ 11,815 . Note 9 — Convertible Notes Payable In 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 . The maturity date is November 30, 2024. 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 August 31, 2024 and November 30, 2023, the net balance of the Convertible Note payable was $ 265,000 and $ 250,000 , respectively. During the nine months ended August 31, 2024, the Company recorded $ 20,250 interest expense and $ 15,000 OID amortization which was recorded as interest expense. Note 10 – Subsequent Events Subsequent to the nine months ending August 31, 2024, the Company issued 64,037,500 shares of common stock for cash received of $ 1,268,890 . 10 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our financial statements and related notes appearing elsewhere in this report. This discussion and analysis contain forward looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forward looking statements as a result of certain factors, including but not limited to, those which are not within our control. Overview The Company was incorporated in the State of Nevada on June 12, 2018. On June 7, 2023, the Company (“M2i Global, Inc.”) (formerly known as “Inky Inc.”) filed with the Secretary of State of Nevada an Amendment to the Certificate of Incorporation to change its corporate name from “Inky, Inc.”, to “M2i Global, Inc.”, effective June 7, 2023. The Company was formerly engaged in developing mobile software applications for smartphones and table devices. During May 2023, the Company became the sole shareholder of U.S. Minerals and Metals Corp., a Nevada corporation (“USMM”) through the issuance of preferred and common shares for cash. Concurrently, the Company shifted its operations to specialization in the development and execution of a complete global value supply chain for critical minerals for the U.S. government and U.S. free trade partners. The Company’s vision is to develop and execute a complete global value supply chain for critical minerals for the United States government and certain trading partners of the United States. To implement this vision, the Company intends to operate three key business divisions as set forth below: ● M2i Mining, Processing & Refining: a business engaged in sourcing, extraction, processing, refining, transporting and selling primary minerals and metals; ● M2i Scrap & Recycling: a business engaged in the collection, processing, transporting and selling of scrap, recycled and reused metals; and ● M2i Government and Defense Industrial Base: a business engaged in aligning 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. On June 30, 2024, the Company and Komodo Capital (“Komodo”), a company specializing 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, entered into a strategic partnership (the “Strategic Partnership”), in order for Komodo to use its relationships to provide the Company with access to various critical minerals, with an ultimate goal of suppling the U.S. government and U.S. free trade partners with these critical minerals. Komodo Capital also offers comprehensive advisory services. The Company issued 8,000,000 shares of common stock as part of this agreement. On June 30, 2024, the Company and NTM Minerals Limited (“NTM”), a company specializing 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, entered into an exclusive offtake agreement (the “Offtake Agreement”), in which NTM will provide for 88,000 tonnes of copper, currently valued at approximately $850 million. The Company is granted offtake rights for a maximum of 88,000 tonnes of copper that is sourced from the Redbank tenements in return for 12 million shares of the Company’s common stock. NTM shall receive additional payments for incremental resource increases or upgrades from the Redbank tenements. M2i retains the option to participate in production pre-funding opportunities. 11 Recently Issued Accounting Pronouncements During the period ended August 31, 2024, and through the filing of this report, there were several new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”). Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements. All other new accounting pronouncements issued but not yet effective or adopted have been deemed not to be relevant to us, hence are not expected to have any impact once adopted. Summary of Significant Accounting Policies There have been no changes to the Summary of Significant Accounting Policies described in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2024. Liquidity and Capital Resources At August 31, 2024, the Company had a cash balance of $28,213, as compared to a cash balance of $48,197 at November 30, 2023. The Company incurred negative cash flow from operations of $1,400,469 for the period ended August 31, 2024, as compared to negative cash flow from operations of $954,702 in the comparable prior year period. The increase in negative cash flows from operations was primarily from an increase in net loss. Cash flows from financing activities during the period ended August 31, 2024, totalled $1,380,485, as compared to cash flows from financing activities in the comparable prior year period of $999,501. The increase in cash provided by financing activities is primarily the result of $1,775,985 in proceeds from the sale of shares of common stock. Going forward, the Company expects capital expenditures to increase significantly as operations are expanded pursuant to its current growth plans. The Company anticipates the requirement to raise significant debt or equity capital in order to fund future operations. Results of Operations Comparison of the Three and Nine Months Ended August 31, 2024 and August 31, 2023 For the comparable three months ended August 31, 2024 and August 31, 2023, the Company’s revenues totalled $0. For the nine months ended August 31, 2024 and August 31, 2023, the Company’s revenues totalled $0 and $3,400, respectively. We anticipate the Company’s revenues in upcoming quarters may increase significantly as management attempts to implement the Company’s new business model. For the three months ended August 31, 2024, our operating expenses decreased to $716,546 compared to $1,446,398 for the comparable period in 2023. The decrease of $729,852 was primarily reductions in travel and professional fees. For the nine months ended August 31, 2024, our operating expenses increased to $2,740,543 compared to $2,016,929 for the comparable period in 2023. The increase of $723,614 was primarily driven by travel and professional fees for consultants to implement the shift in strategic focus and preparations for increased operations. We anticipate future operating expenses to increase with the expansion of operations, resulting in increased expenses related to compensation and professional fees. Off Balance Sheet Arrangements We do not have any off-balance sheet arrangements. 12 Cybersecurity Risk Management and Strategy We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data. Managing Material Risks & Integrated Overall Risk Management We have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making processes at every level. Our management team continuously evaluates and addresses cybersecurity risks in alignment with our business objectives and operational needs. Oversee Third-party Risk Because we are aware of the risks associated with third-party service providers, we have implemented stringent processes to oversee and manage these risks. We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards. The monitoring includes annual assessments of the SOC reports of our providers and implementing complementary controls. This approach is designed to mitigate risks related to data breaches or other security incidents originating from third parties. Risks from Cybersecurity Threats We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing. Item 3. Qualitative and Quantitative Disclosures about Market Risk. We are a smaller reporting company and, therefore, we are not required to provide information required by this item. Item 4. Controls and Procedures. Evaluation of Disclosure Controls and Procedures: Our management carried out an evaluation of the effectiveness and design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the Exchange Act). Based on that evaluation, our Chief Executive Officer has concluded that, at August 31, 2024, such disclosure controls and procedures were not effective. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management including our Chief Executive Officer and Interim Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Limitations on the Effectiveness of Controls: Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Our Chief Executive Officer has concluded, based on their evaluation as of the end of the period covered by this Quarterly Report that our disclosure controls and procedures were not sufficiently effective to provide reasonable assurance that the objectives of our disclosure control system were met. 13 Changes in Internal Control over Financial Reporting There have been no changes in our internal controls over financial reporting that occurred during the period ended August 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. In our annual report for the year ended November 30, 2023, we identified the following material weakness which is still applicable: ● We did not implement appropriate information technology controls In our annual report for the year ended November 30, 2023, we identified the following material weaknesses which are no longer applicable: ● We did not maintain appropriate cash controls – the handling of cash and accounting functions have been segregated and bills require management approval prior to payment. ● The Company lacks segregation of duties – beginning in May 2023, the Company began to improve internal controls by hiring additional resources to ensure appropriate review and oversight. ● We do not have an audit committee. During the nine months ended August 31, 2024, the Company implemented an audit committee. PART II – OTHER INFORMATION Item 1. Legal Proceedings. None. Item 1A. Risk Factors. We are a smaller reporting company and, therefore, we are not required to provide information required by this item. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. During the nine months ended August 31, 2024, we received proceeds of $739,140 for the issuance of 45,100,000 shares of common stock. Each o f the purchasers of the shares represented to the Company that such purchaser is an “accredited investor” for purposes of Rule 501 of Regulation D. Item 3. Defaults upon Senior Securities. None. Item 4. Mine Safety Disclosures. Not applicable. Item 5. Other Information. None . Item 6. Exhibits. Exhibit No. Description of Document 31.1 * Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934. 31.2 * Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934. 32.1 * Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350). 32.2 * Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350). 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Label Linkbase Document 101.PRE Inline XBRL Taxonomy Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. 14 SIGNATURES 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. M2i Global, Inc. (Registrant) Dated October 21, 2024 /s/ Alberto Rosende Alberto Rosende Chief Executive Officer (Principal Executive Officer) M2i Global, Inc. (Registrant) Dated October 21, 2024 /s/ Doug Cole Doug Cole Chief Financial Officer (Principal Financial Officer) 15