What changed in this filing

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Item 1. Financial Statements

2024-10-22 compared with 2024-07-11 · 140 added, 126 removed, 177 unchanged (60% of the section changed)

FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

November 30, 2023

CONDENSED CONSOLIDATED BALANCE SHEETS

and other current assets

current assets

Prepaids and other current assets

Total current assets

Liabilities and Stockholders’ Equity (Deficit)

and Stockholders’ (Deficit)

payable and accrued expenses

note, net of discount

current liabilities

Accounts payable and accrued expenses

Convertible note, net of discount

Related party loan

Total current liabilities

Total Liabilities

Stockholders’ equity (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, 502,233,691 and 514,333,691

shares issued and outstanding at May 31, 2024 ended November 30, 2023, respectively

Treasury stock

Additional paid in capital

Accumulated earnings (deficit)

Stockholders’ (deficit)

stock, authorized 100,000 shares, $ .001 par value, 100,000 and 100,000 shares issued and outstanding, respectively

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

paid in capital

Accumulated (deficit)

( 4,925,011 )

( 2,113,921 )

Total stockholders’ (deficit) equity

stockholders’ (deficit)

( 2,079,051 )

( 1,038,946 )

Total liabilities and stockholders’ equity

liabilities and stockholders’ deficit

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

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

Six Months Ended

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

and administrative

and professional

operating expenses

General and administrative

Legal and professional

Impairment of assets

Total operating expenses

Loss from operations

from operations

( 1,446,398 )

( 2,740,543 )

( 2,013,529 )

other expense

Interest expense

Total other expense

$ ( 737,400 )

2 unchanged sentences

$ ( 2,013,529 )

Loss per share

Weighted average shares outstanding - basic

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

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

the Three and Six Months Ended May 31, 2024 and May 31, 2023

Total Stockholders’

Preferred Shares

Common Shares

Balance at November 30, 2023

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’

at November 30, 2023

$ ( 435,000 )

1 unchanged sentence

$ ( 1,038,946 )

Shares purchased from shareholder

purchased from shareholder

( 50,000,000 )

Cash received for shares to be issued

Balance at February 29, 2024

received for shares to be issued

at February 29, 2024

$ ( 435,000 )

1 unchanged sentence

$ ( 1,191,596 )

Shares issued for cash

Shares to be purchased from shareholders

Cash received for shares to be issued

issued for cash

to be purchased from shareholders

received for shares to be issued

( 1,374,590 )

Balance at May 31, 2024

at May 31, 2024

$ ( 435,000 )

1 unchanged sentence

$ ( 2,345,831 )

Balance at November 30, 2022

issued for cash

issued for contract agreements

( 11,766,666 )

Balance at February 28, 2023

received for shares to be issued

at August 31, 2024

$ ( 435,000 )

$ ( 4,925,011 )

Shares issued for cash

Purchase of treasury shares

Contribution from settlement of related party liabilities

Balance at May 31, 2023

$ ( 2,079,051 )

at November 30, 2022

$ ( 123,759 )

at February 28, 2023

$ ( 151,750 )

issued for cash

of treasury shares

from settlement of related party liabilities

at May 31, 2023

$ ( 435,000 )

$ ( 690,890 )

$ ( 435,000 )

$ ( 690,890 )

received for subscription receivable

( 1,446,398 )

at August 31, 2023

$ ( 435,000 )

$ ( 2,137,288 )

$ ( 1,063,834 )

$ ( 435,000 )

$ ( 2,137,288 )

$ ( 1,063,834 )

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Cash flows from operating activities

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

flows from operating activities

$ ( 2,811,090 )

$ ( 2,013,529 )

Adjustments to reconcile net loss to net cash used in

operating activities:

Amortization of note discount

Impairment of assets

Changes in operating assets and liabilities

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Accrued payroll - related party

Net cash used in operating activities

Cash flows from financing activities

Cash received for shares issued

Cash received for shares to be issued

Treasury repurchase

Payment for cancelled shares

Proceeds from related party loan

Payments on related party loan

Net cash provided by financing activities

Net increase (decrease) in cash

Cash, beginning of period

Cash, end of period

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

Original issue discount on convertible note

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

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

of note discount

in operating assets and liabilities

expenses and other current assets

payable and accrued expenses

payroll - related party

cash used in operating activities

( 1,400,469 )

flows from financing activities

received for shares issued

received for shares to be issued

for cancelled shares

from related party loan

on related party loan

cash provided by financing activities

increase (decrease) in cash

beginning of period

end of period

paid for income taxes

paid for interest

schedule for non-cash investing and financing activities

from settlement of related party liabilities

issue discount on convertible note

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

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

28 unchanged sentences

Defense Stockpile.

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.

Capital also offers comprehensive advisory services.

The Company issued 8,000,000 shares of common stock as part of this agreement.

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.

2 – Going Concern

2 unchanged sentences

The Company had limited revenues and incurred losses during

the six months ended May 31, 2024 and year ended November 30, 2023.

the nine months ended August 31, 2024 and year ended November 30, 2023.

These conditions raise substantial doubt about the Company’s

1 unchanged sentence

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

anticipated that revenues will be forthcoming within the third or fourth quarters of the current fiscal year.

There are no assurances

that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

is anticipated that revenues will be forthcoming within the first or second quarters of the next fiscal year.

assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going

3 — Summary of Significant Accounting Policies

21 unchanged sentences

and Cash Equivalents

Company considers all highly liquid 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 a maturity of three months or less, when purchased,

to be cash equivalents.

42 unchanged sentences

issued and if the additional common shares were dilutive.

Company had no additional dilutive securities outstanding at May 31, 2024 or May 31, 2023.

Company had no additional dilutive securities outstanding at August 31, 2024 or August 31, 2023.

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

2 unchanged sentences

Issued Accounting Standards

the six months ended May 31, 2024, there were several new accounting pronouncements issued by the FASB.

the nine months ended August 31, 2024, there were several new accounting pronouncements issued by the FASB.

Each of these pronouncements,

4 unchanged sentences

The subscriptions

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

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

Revenues were recognized over the subscription

7 unchanged sentences

5 — Equity Transactions

the six months ended May 31, 2024, the Company repurchased 50,000,000 shares of common stock owned by a shareholder for $ 5,000 .

shares are being held in Treasury until cancelled.

the six months ended May 31, 2024, the Company issued 37,900,000 shares of common stock for cash received of $ 722,935 .

the six months ended May 31, 2024, the Company received $ 50,020 cash for the issuance of 700,000 shares of common stock.

have not been issued.

the six months ended May 31, 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.

When the shares are cancelled, the Company will pay the former consultants $ 1,150 .

the nine months ended August 31, 2024, the Company repurchased 50,000,000 shares of common stock owned by a shareholder for $ 5,000 .

shares have been cancelled.

the nine months ended August 31, 2024, the Company issued 45,100,000 shares of common stock for cash received of $ 739,140 .

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.

shares have not been issued.

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.

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 .

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

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.

7 — Related Party Transactions

the six months ended May 31, 2024, the Company’s Executive Chairman loaned the Company $ 127,500 .

the nine months ended August 31, 2024, the Company’s Executive Chairman loaned the Company $ 127,500 .

The Company repaid $ 516,000

1 unchanged sentence

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

At the periods ending May 31, 2024

and November 30 2023, the balance due to the Executive Chairman was $ 641,500

and $ 600,000 ,

respectively.

This loan has a 7 %

interest rate.

During the six months ended May 31, 2024, the Company recorded $ 11,128 interest expense.

During the six months ended

May 31, 2024, the Company paid $ 17,352

in interest to the Executive Chairman.

At May 31, 2024, accrued interest payable due related to the loans from the Executive

Chairman totaled $ 11,128 .

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

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 .

8 – Note Payable

the six months ended May 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 six months ended May 31, 2024, the Company paid the downpayment of $ 26,227 and six monthly payments

of $ 8,265 each.

the nine months ended August 31, 2024, the Company entered into a financing agreement for payment of D&O insurance.

note was $ 104,160 for

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 May 31, 2024, the remaining balance on the loan

is $ 36,609 .

At August 31, 2024, the remaining balance on the loan is $ 11,815 .

9 — Convertible Notes Payable

6 unchanged sentences

to $ 270,000 less $ 20,000 OID and $ 10,000 legal fees with a net receipt of $ 240,000 .

At the periods ended May 31, 2024 and November 30,

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 six months ended May 31, 2024,

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.

9 — Subsequent Events

to May 31, 2024, the Company has received $ 681,780 for the purchase of 12,112,500 shares of common stock.

to May 31, 2024, the Company, on June 26, 2024, appointed Mr.

Douglas MacLellan, a seasoned international business executive, to the

Board of Directors.

He will be an independent director and will chair the Audit and Compensation Committees.

Note 10 – Subsequent Events

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 .

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