What changed in this filing

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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-04-16 · 605 added, 429 removed, 444 unchanged (70% of the section changed)

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in SEC rules and forms.

Report on Internal Control over Financial Reporting

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

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

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

accepted in the United States of America.

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

or detect misstatements.

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

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

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

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

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

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

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

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

or detected on a timely basis.

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

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

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

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

financial statements.

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

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

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

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

signatures on the Company’s bank accounts.

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

the Company had limited transactions in its bank accounts.

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

financial data and material agreements;

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

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

Company lacks segregation of duties.

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

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

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

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

in Internal Controls over Financial Reporting

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

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

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

have been no changes in our internal controls over financial reporting that occurred during the fiscal year ended November 30, 2024,

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

our annual report for the fiscal year ended November 30, 2023, we identified the following material weaknesses which are still applicable:

do not have an audit committee

did not implement appropriate information technology controls

We did not maintain appropriate cash controls

plans to address these material weaknesses in the coming quarters.

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

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

hiring additional resources to ensure appropriate review and oversight.

our annual report for the fiscal year ended November 30, 2023, we identified the following material weakness which is no longer applicable:

did not maintain appropriate cash controls – the handling of cash and accounting functions have been segregated and bills require

management approval prior to payment

Other Information.

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Directors, Executive Officers and Corporate Governance

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

executive officers and directors and their respective ages are as follows:

Chairman, Chief Financial Officer

and Chief Executive Officer

Chief Executive Officer and Director

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

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

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

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

He has focused all his time on global development of startup

companies and turnarounds.

Cole, age 69, is Executive Chairman and Chief Financial Officer of M2i Global, Inc.

Cole brings over 39 years of experience in sales,

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

He has focused all his time on global development

of startup companies and turnarounds.

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

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

As a private and public chairman, CEO, and board member, he has expanded every company he has been involved with, leveraging relationships

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

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

Cole 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.

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

General (Ret) Jeffrey W.

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

Minerals and Metals Corporation.

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

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

technology, R&D, and higher education.

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

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

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

Prior to The P3i Group, Jeff

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

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

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

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

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

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

and environmental challenges, from September 2019 until April 2023.

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

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

Army Reserve Command (USARC).

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

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

He has received numerous medals/awards, including two

Army Distinguished Medals and three Bronze Star Medals.

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

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

Talley”, as reflected in the congressional record.

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

Army Engineer Regiment.”

academic positions held are:

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

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

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

holds a Ph.D.

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

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

from The Johns Hopkins University,

from Washington University in St.

Louis, an M.S.S.

from the U.S.

Army War College, an M.A.

from Assumption College, and a B.S.

from Louisiana State University.

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

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

General (Ret) Alberto “Al” Rosende, age 62, is President & CEO of M2i Global Inc.

Rosende has over 37 years of command

and operational experience in the Army.

In his private sector career, Al spent 28 years in the global payments industry, where he worked

for two of the largest global payment brands in a variety of responsibilities, providing operational and risk management consulting services

to client banks and payment processors operating in the Latin America and Caribbean Region.

Rosende joined M2i in March of 2023 where he previously led M2i’s business operations and integration efforts, focused on ensuring

efficient operations across M2i’s business units, as well as driving the effective and timely integration of new entities and technologies,

focusing on realizing planned revenue and operational contributions to M2i, in order to optimize M2i’s growing economies of scale.

A major component of Mr.

Rosende’s previous responsibilities was leading the Government & Defense Industrial Base effort, where

he endeavored to strengthen our relationships with federal, state, and local governmental entities, agencies and departments to develop

Public Private Partnerships (P3).

Special focus continues to be the creation of a national Strategic Mineral Reserve similar in scope

and operation to the federal government’s Strategic Petroleum Reserve.

Rosende retired from the U.S.

Army in December of 2021 with over 37 years of service, after spending the last four plus years serving

in a full-time capacity.

After transitioning from the Army, he returned to work in the payments industry as a consultant, serving as

President of Emerg-Int Group, which he founded in 2016.

He served as Head of Cards & Payments for Hi Americas during the period of

March to July 2022, an early wage access start-up firm and subsidiary of Hi-UK.

Al also provided consulting services to Axyde Analytics,

responsible for customer support for key clients during the period of August 2022 thru February 2023.

Since January 2023, Al has served

as a Senior Instructor for the Next Leadership Academy (since January 2023).

Rosende holds a BS in Business Administration from Nova Southeastern University, an MS in National Resource Strategy from the Eisenhower

School of National Security and Resource Strategy of the National Defense University, and an MA from The George Washington University

in Education and Human Development.

MacLellan, age 69, has provided management advice and counsel on:

strategic planning, operational activities, corporate finance, economic

policy, asset allocation and mergers & acquisitions throughout his professional career as a senior international business executive

and as a member of the board of directors of numerous companies.

He has helped raise over US$1 billion for development stage, start-up

and mid-cap companies.

In regard to U.S.

publicly listed companies experience, Mr.

MacLellan has over 25 years of public company board

experience and 17 years of active audit committee chair experience that includes managing through difficult investigative matters.

MacLellan is also a regular speaker at industry conferences and has been interviewed on various syndicated radio and television news

programs in regard to his insights related to China business, selected industries and economic forecasts.

MacLellan is also a co-founder

of a NASDAQ listed green battery metals miner and recycler company.

MacLellan holds over 30 years of senior level international executive business experience primarily in the natural resources, pharmaceuticals,

telecoms, software, consumer products and IT industries as well as in capital formation and capital markets for new and emerging technologies

and companies.

MacLellan has been a catalyst for the development and financing of global businesses in the United States and in the countries

Bulgaria, Cambodia, Canada, Chile, China, Hungary, India, Korea, Madagascar, Vietnam and Russia.

MacLellan’s career has had

a contemporary focus on the mining, recycling and securitization of strategic materials and critical elements.

MacLellan’s board experience includes serving as an independent director and Chairman of the Compensation Committee of American

Battery Technology Company (NASDAQ:

ABAT) from October 2017 to February 2022.

MacLellan also served as an independent director and Chairman

of the Audit Committee of ChinaNet Online Holdings, Inc.

CNET) a media development, advertising and communications company from

November 2009 to December 2017.

MacLellan also held various Board positions and was Chairman and chief executive officer at Radient

Pharmaceuticals Corporation (OTCQB:

RXPC), a vertically integrated specialty pharmaceutical company from September 1992 through April

MacLellan served as President and Chief Executive Officer for the MacLellan Group, an international financial advisory firm from March

1992 through January 2016.

From August 2005 to May 2009, MacLellan was a co-founder and vice chairman at Ocean Smart, Inc., a Canadian

based aquaculture company.

From February 2002 to September 2006, Mr.

MacLellan served as chairman and cofounder at Broadband Access MarketSpace,

Ltd., a China based IT advisory firm, and was also a co-founder at Datalex Corp., a software and IT company specializing in mainframe

applications, from February 1997 to May 2002.

MacLellan was educated at the University of Southern California with a degree in economics

and international relations.

Short, 65, is an experienced public company director with over 30 years in the hard rock mining and oil and gas sectors, both internationally

and within Australia.

Short has a demonstrated history of working in the venture capital and private equity industries and has sound

experience in corporate governance in both the public and private sectors.

Short is skilled in investor relations, analytical skills,

asset management, management, and corporate development.

Additionally, Mr.

Short is a strong business development professional and a

proven business innovator, with commercial delivery of cutting-edge propriety mining technology developed in conjunction with AusIndustry

and the University of Adelaide, South Australia.

Short has been the Chairman of Reforme Group since 2018 and the company now successfully operates the Frances Creek iron ore mine in

the Northern Territory.

Reforme, in conjunction with AusIndustry and the University of Adelaide, South Australia, has developed a ‘World-First’

ore sorting technology that allows low grade iron ore to be beneficiated to Direct Shipping Ore (DSO).

Reforme holds the propriety technology

rights for this beneficiation process and are now in talks with other industry groups who are interested in using this advanced technology

to beneficiate their lower grade ore, making it amenable to offshore shipping.

Reforme successfully entered into a working partnership

with Anglo America in early 2020 which saw the first trial shipment of beneficiated ore leave Darwin Port in June 2021.

Reforme, through

their partnership with AusIndustry and the University of Adelaide, are commencing works on their second research and development project

which is based on multiple commodity extraction from epithermal polymetallic Au, Ag, Co, Cu deposits.

Reforme is a privately owned Australian

company which is 30% owned by the Traditional Landowners.

The company provides employment and upskilling opportunities to the local Northern

Territory communities.

Additionally,

Short is chairman and founder of the Nova Terra Institute.

The Nova Terra Institute (“Nova Terra”) is an Australian research

and development institute with a mission to address real-world problems by facilitating a synergistic collaboration between industry,

academia, and other likeminded research organizations.

By linking advanced science with practical applications, the not-for-profit aims

to facilitate the creation of commercially viable solutions that address critical environmental concerns for the betterment of society

and the protection of our planet.

We foster collaboration and support the innovation efforts of Australian businesses and thought leaders,

driving improvements in critical mineral recovery, mine waste rehabilitation, recycling, and renewable energy supplies.

Short is Chairman of Komodo Capital which is an Australian based, internationally focused corporate finance advisory firm which specializes

in mergers and acquisitions.

Komodo currently holds mandates with the Company to facilitate transactions in Australia.

Short holds a Bachelor of Physical Education and a Bachelor in Commerce from the University of Western Australia, a Graduate Diploma

of Finance from Curtin University Western Australia, and is a member of the Australian Institute of Company Directors.

Sander, 61, has over thirty years of invaluable experience to the intersecting fields of technology, finance and real estate.

As a seasoned

strategist and investment professional, Mr.

Sander has consistently demonstrated his ability to identify and capitalize on high-potential

opportunities.

his career, Mr.

Sander has played a pivotal role in closing numerous complex transactions, showcasing his talent for transforming promising

ventures into tangible, value-added assets.

His expertise spans multiple industries, encompassing various investment and ownership positions.

Sander’s strength lies in his comprehensive understanding of the technology sector, coupled with his extensive experience in

investment strategies, mergers and acquisitions, and sophisticated capital markets deal structuring.

This unique combination of skills

allows him to approach challenges with a multifaceted perspective, often uncovering innovative solutions where others see obstacles.

Sander acted as the Senior Managing Director at Sortis Capital from 2010 to 2016, where he focused on strategic planning and investor

Sander was then promoted to Managing Partner at Sortis Capital in 2022.

Sander is currently a board advisor for Papaya

Development, a real estate development and consulting company, and is also a current board member of TRILITY, a pharmaceutical manufacturing

Relationships

are no family relationships among our executive officers and directors.

of Directors and Officers

directors will hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified.

The officers of our Company are appointed by our Board and hold office until their death, resignation or removal from office.

in Certain Legal Proceedings

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

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

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

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particulars of compensation paid to the following persons:

principal executive officer;

principal executive officers;

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

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Name and Principal Position

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

President and Chief Executive Officer of U.S.

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

Former President and Chief Executive Officer of U.S.

Minerals and Metals, Corporation(2)

Alberto Rosende

President and Chief Executive Officer(3)

Ioanna Kallidou

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

On August 23, 2024, the Company accepted Mr.

Talley’s resignation as President and Executive Officer.

On August 16, 2024, the Company appointed Mr.

Alberto Rosende as Chief Executive Officer of the Company.

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

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A summary of the compensation

provided under such agreement is as follows:

provided under such agreements is as follows:

December 1, 2022, Jeffrey W.

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His additional bonuses are determined by the Board of Directors.

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

Talley resigned his positions as president and chief executive officer on August 23, 2024.

December 1, 2022, Douglas Cole and U.S.

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

to serve as executive chairman of U.S.

Minerals Corporation until the agreement is terminated.

Cole is entitled to a consulting

payment of $41,666.67 per month.

His additional bonuses are determined by the Board of Directors.

On January 23, 2023, Douglas Cole

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

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

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.

Pursuant to the Agreement and

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

M and M Acquisition Corp.

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

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

above are now issued from M2i Global, Inc.

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.

March 1, 2023, Alberto Rosende and U.S.

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

Rosende agreed

to serve Vice President of Operations of U.S.

Minerals & Metals Corporation until the agreement is terminated.

entitled to a consulting payment of $20,333.33 per month.

His additional bonuses are determined by the Board of Directors.

16, 2024, Mr.

Rosende entered into a consulting agreement where Mr.

Rosende agreed to serve as president and chief executive officer

of M2i Global, Inc.

until the agreement is terminated.

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

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

M and M Acquisition

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.

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

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

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS

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

Albert Rosende

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

1 unchanged sentence

All Other Compensation($) Total

Douglas MacLellan

Anthony Short

Michael Sanders

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

following table sets forth information as of November 30, 2024 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.

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Ownership of Common Stock

and Address of Beneficial Owner

and Nature of Beneficial Ownership

Cole, Executive Chairman and Chief Financial Officer*

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

Minerals and Metals Corporation*

and Executive Officers as a Group (6 persons)

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Ownership

Percent of Class

Doug Cole, Executive Chairman and Chief Financial Officer*

16,013,334 (1)

Talley, President & Chief Executive Officer, resigned on August 30, 2024*

Alberto Rosende, President & Chief Executive Officer, appointed on August 30, 2024*

Douglas MacLellan, Director

Anthony Short, Director

Michael Sander, Director

Lyons Capital LLC

Directors, Executive Officers and 5% or more of Common Stock as a Group (7 persons)

ownership of less than 1%

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

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

does not include 18,000,000 shares of Common Stock beneficially owned by Rosende Quattro LLC of which Mr.

Rosende is the managing

does not include 25,000,000 shares of Common Stock beneficially owned by Reforme Group Investments PTYLTD, beneficially owned by

Anthony Short

Ownership of Preferred Stock

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As a result of the forgiveness, a contribution was recorded to additional paid in capital during May 2023.

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

the fiscal year ended November 30, 2024, no balances were due to Ioanna Kallidou.

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

The balance was unsecured, non-interest

bearing, and did not have a maturity date.

During May 2023, the loans, totaling $81,093, were forgiven.

the terms of a consulting agreement with the Company’s Executive Chairman and CFO, the Company is obligated to compensate him $43,667

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

During the fiscal year ended November 30, 2024, the

Company incurred $524,000 in expenses related to the consulting agreement, of which $203,667 was repaid by the Company.

At the fiscal

year ended November 30, 2024, $393,000 remained unpaid under the agreement.

the terms of a consulting agreement with the Company’s President and Chief Executive Officer, the Company is obligated to compensate

him $43,667 per month, consisting of $41,667 in consulting fees and a $2,000 monthly allowance.

This agreement replaced a former agreement

wherein the consultant agreed to serve as Vice President-Operations for $22,333.33 per month, consisting of $20,833.33 in consulting

fees and a $1,500 monthly allowance.

During the fiscal year ended November 30, 2024, the Company incurred $353,333 in expenses related

to the consulting agreement, of which $268,000 was repaid by the Company.

At the fiscal year ended November 30, 2024, $85,833 remained

unpaid under the agreement.

the fiscal year ended November 30, 2023, the Company entered into a loan agreement with the Company’s Executive Chairman.

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

During the fiscal years ended November 30, 2024 and 2023, the Executive Chairman loaned

the Company $127,500 and $600,000, respectively.

During the fiscal year ended November 30, 2024, the Company repaid $691,500 to the CFO.

At the fiscal years ended November 30, 2024 and 2023, the amount due to the Executive Chairman was $36,050 and $600,000, respectively.

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

During the fiscal years ended November 30, 2024 and 2023, the Company

recorded accrued interest of $31,761 and $6,781, respectively.

During the fiscal year ended November 30, 2024, the Company repaid $17,352

At the fiscal year ended November 30, 2024, accrued interest payable due to the loans from the Executive Chairman totaled $21,190.

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

Principal Accountant Fees and Services

LLP (“TAAD”) served as the independent registered public accounting firm to

audit our books and accounts for the fiscal year ending November 30, 2024.

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

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

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

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

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

30, 2023 and 2022.

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

table below presents the aggregate fees billed for professional services rendered by Turner Stone and TAAD, LLP for the fiscal years

ended November 30, 2024 and 2023.

Audit Related Fees

*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.

the time of the filing of this annual report on Form 10-K, the total fees billed for professional services by TAAD, LLP have not yet

been determined.

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

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

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

2023 and for subsequent reviews of the Company’s financial statements for the quarters ending February 29, 2024, May 31, 2024,

and August 31, 2024..

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

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on its behalf by the undersigned, thereunto duly authorized.

April 16, 2024

Talley Chief Executive Officer

February 27, 2025

Alberto Rosende

Rosende Chief Executive Officer

Executive Officer)

2 unchanged sentences

Financial Officer and Executive Chairman

April 16, 2024

Financial Officer)

Alberto Rosende

Executive Officer

April 16, 2024

Executive Officer)

Report of Independent Registered Public Accounting Firm (TAAD, LLP PCAOB ID:

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

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

Balance Sheets as of November 30, 2023 and 2022

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

Consolidated Balance Sheets as of November 30, 2024 and 2023

Consolidated Statements of Operations for the years ended November 30, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ (Deficit) Equity as of November 30, 2024 and 2023

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

Consolidated Statements of Cash Flows for the years ended November 30, 2024 and 2023

Notes to the Consolidated Financial Statements

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on the Financial Statements

have audited the accompanying consolidated balance sheet of M2i Global,

(the “Company”) as of November 30, 2024, and the related consolidated statements of operations,

changes in stockholders’ (deficit) equity and cash flows for the year in the period ended November 30, 2024, 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, 2024, and the results of its operations and its cash flows

for the year in the period ended November 30, 2024, in conformity with accounting principles generally accepted in the United States of

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

As discussed in Note

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

ability to continue as a going concern.

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

The financial

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

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these financial

statements based on our audit.

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

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

federal securities

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

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

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

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

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

As part of our audit

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

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

fraud, and performing procedures that respond to those risks.

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

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

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

We believe that our audit provides

a reasonable basis for our opinion.

We have served as the Company’s auditor since 2024.

Bar, California

February 27, 2025

of Independent Registered Public Accounting Firm

of Directors and Stockholders

on the Financial Statements

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

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a reasonable basis for our opinion.

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

have served as the Company’s auditor since 2024.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

M2i Global, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet

of M2i Global, Inc.

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

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

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

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

in the United States of America.

Consideration of the Company’s Ability

to Continue as a Going Concern

The accompanying financial statements have

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

The Company has suffered losses and has minimal operations

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

Management’s plans in regard to these matters

are described in Note 2.

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

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

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

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

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

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards

of the PCAOB.

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

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

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

an audit of its internal control over financial reporting.

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

control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

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

to those risks.

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

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

the overall presentation of the financial statements.

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

/s/ Pinnacle Accountancy Group of Utah

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

Pinnacle Accountancy Group of Utah

(a dba of Heaton & Company, PLLC )

Farmington, Utah

March 14, 2023

M2i GLOBAL, INC.

Stone & Company, L.L.P .

have served as the Company’s auditor from 2024 to 2024.

April 16, 2024

BALANCE SHEETS

At November 30,

November 30, 2024

November 30, 2023

November 30, 2024

November 30, 2023

Current assets

Prepaid expenses and other assets

Prepaids and other current assets

Total current assets

Intangible assets, net

Total other assets

Liabilities and Stockholders’ Equity (Deficit)

Liabilities and Stockholders’ (Deficit)

Current liabilities

Accounts payable and accrued expenses

Accrued payroll - related party

Convertible note payable, net of discount

Accounts payable and accrued expenses - related party

Accounts payable and accrued expenses

Convertible note, net of discount

Promissory Note

Related party loan

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Commitments and contingencies

Stockholders’ equity (deficit)

Preferred stock $ .001 par value;

authorized 100,000

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

Common stock $ 0.001 par value;

authorized 1,000,000,000

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

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

Stockholders’ (deficit)

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

Common stock, authorized 1,000,000,000 shares, $ .001 par value, 581,704,525 and 514,333,691 shares

issued and outstanding at November 30, 2024 ended November 30, 2023, respectively

Treasury stock

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( 6,001,182 )

Total stockholders’ equity (deficit)

( 2,113,921 )

Total liabilities and stockholders’ equity (deficit)

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

M2i GLOBAL, INC.

Total stockholders’ (deficit)

( 2,532,472 )

( 1,038,946 )

Total liabilities and stockholders’ (deficit)

accompanying notes are an integral part of these consolidated financial statements

STATEMENTS OF OPERATIONS

For the years ended November 30,

November 30, 2024

November 30, 2023

November 30, 2024

November 30, 2023

Operating expenses

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Legal and professional

Impairment of assets

Total operating expenses

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( 3,795,121 )

( 1,979,436 )

Other expense

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$ ( 3,887,261 )

$ ( 1,990,162 )

Loss per share

Weighted average shares outstanding - basic

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

M2i GLOBAL, INC.

(formerly Inky, Inc.)

STATEMENT OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

Treasury Stock

Paid in Capital

Equity (Deficit)

Preferred Stock

Treasury Stock

Paid in Capital

Balances, November 30, 2021

Issuance of common stock for intangible assets

Balances, November 30, 2022

$ ( 123,759 )

Balance, value

accompanying notes are an integral part of these consolidated financial statements

STATEMENT OF CHANGES IN STOCKHOLDERS’ (DEFICIT)

Years Ended November 30, 2024 and November 30, 2023

Preferred Shares

Common Shares

Stockholders’

Balance at November 30, 2022

$ ( 123,759 )

Issuance of shares for cash

Shares issued for cash received

Purchase of treasury shares

Contribution from settlement of related party liabilities

Cash received for shasres to be issued

( 1,990,162 )

Balance at November 30, 2023

$ ( 435,000 )

$ ( 2,113,921 )

$ ( 1,038,946 )

$ ( 435,000 )

$ ( 2,113,921 )

$ ( 1,038,946 )

Shares issued for cash received

Shares issued for contract agreements

Shares cancelled

( 61,766,666 )

Cash received for shares to be issued

1 unchanged sentence

( 3,887,261 )

Balances, November 30, 2023

Balance at November 30, 2024

$ ( 435,000 )

1 unchanged sentence

$ ( 2,532,472 )

Balance, value

$ ( 435,000 )

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accompanying notes are an integral part of these consolidated financial statements

M2i GLOBAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended November 30,

Operating activities

STATEMENTS OF CASH FLOWS

November 30, 2024

November 30, 2023

November 30, 2024

November 30, 2023

Cash flows from operating activities

$ ( 3,887,261 )

$ ( 1,990,162 )

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

Impairment of intangible asset

Amortization of note discount

Impairment of assets

Changes in operating assets and liabilities

Prepaid expenses and other assets

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Accounts payable and accrued expenses-Related Party

Accrued payroll - related party

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( 2,098,661 )

Investing activities

Purchase of intangible assets

Net cash used in investing activities

Financing activities

Issuance of shares for cash

( 1,611,258 )

Cash flows from financing activities

Proceeds for issuance of common stock

Proceeds for convertible note, net

Cash received for shares to be issued

Purchase of treasury shares

Proceeds from issuance of convertible notes payable

Treasury repurchase

Promissory Note

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 the year

Cash - end of the year

Cash paid for income taxes

Cash paid for interest

Supplemental schedule of non-cash investing and financing activities

Contribution from settlement of

related party liabilities

Original issuance discount on convertible note

Common stock issued for intangible assets

Net increase in cash

Cash, beginning of period

Cash, end of period

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 consolidated financial statements

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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.

During May 2023, the Company

became the sole shareholder of U.S.

Minerals and Metals Corp., a Nevada corporation (“USMM”) through the issuance of preferred

and common shares for cash (Note 9).

Concurrently, the Company shifted its operations to specialization in the development and execution

of a complete global value supply chain for critical minerals for the U.S.

government and U.S.

The Company’s vision is to develop and execute a complete global value supply chain for critical minerals for the

United States government and certain trading partners of the United States.

To implement this vision, the Company intends to operate

four key business units as set forth below:

Minerals and Metals:

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

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

Government and Policy:

a business engaged in aligning USMM’s business with U.S.

policy to facilitate participation in U.S.

government programs such as the creation and management of a Strategic Minerals Reserve as an enhancement of the U.S.

National Defense Stockpile.

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

Mining, Processing & Refining:

a business engaged in developing and supplying the U.S sanctioned value chain of critical metals;

Scrap & Recycling:

a business engaged in establishing a source of critical metals from scrap and recycling of metals;

Government and Defense Industrial Base:

a business engaged in aligning M2i’s business with U.S.

policy in terms of industry

requirements and national interests.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.

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

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.

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, 2024 and November 30, 2023.

These conditions raise substantial doubt about the Company’s ability to continue

as a going concern.

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

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of Presentation

accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted

accounting principles in the United States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the Securities and

Exchange Commission (“SEC”).

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

of Consolidation

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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.

Actual results

could differ from those estimates.

and Cash Equivalents

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The Company’s cash balances may exceed FDIC limits.

The Company has not experienced any losses on these accounts

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

Intangible Assets

Intangible assets are amortized over their estimated useful lives.

Each period, the Company evaluates the estimated

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

of amortization.

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

of these assets.

The Company has not experienced any losses

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

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.

tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.

of Long-Lived Assets

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is reduced to fair value.

Revenue Recognition

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

The subscriptions

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

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

Revenues were recognized over the subscription

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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.

The Company will recognize revenues in accordance with

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

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assesses that it is probable that a liability has been incurred and the amount can be reasonably estimated.

accordance with ASC 740, the Company provides for the recognition of deferred tax assets if realization

of such assets is more likely than not.

Deferred income tax assets and liabilities are computed for differences between the financial

statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax

laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established

when necessary to reduce deferred tax assets to the amount expected to be realized.

Income tax expense is the tax payable or refundable

for the period plus or minus the change during the period in deferred tax assets and liabilities.

accordance with ASC 740, the Company provides for the recognition of deferred tax assets if realization of such assets is more likely

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets

and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the

periods in which the differences are expected to affect taxable income.

Valuation allowances are established when necessary to reduce

deferred tax assets to the amount expected to be realized.

Income tax expense is the tax payable or refundable for the period plus or

minus the change during the period in deferred tax assets and liabilities.

addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in

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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.

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.

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 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.

At the fiscal years

ended November 30, 2024 and 2023, there were no instruments which required bifurcation.

and Diluted Loss Per Share

ASC 260 requires a reconciliation of the numerator

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

260 requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (“EPS”)

computations.

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

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issued and if the additional common shares were dilutive.

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

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

been issued, are recorded at cost.

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

computations.

Company had no additional dilutive securities outstanding at the fiscal years ended November 30, 2024 or November 30, 2023.

stock, representing shares of the Company’s common stock that have been repurchased after having been issued, are recorded at cost.

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

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

Issued Accounting Pronouncements

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

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

requirements related to the rate reconciliation and income taxes paid.

The amendments are effective for fiscal years beginning after

December 15, 2024.

Early adoption is permitted.

The amendments should be applied on a prospective basis.

Retrospective application

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

In November 2023, the FASB issued Accounting Standards

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

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

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

profit or loss.

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

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

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

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

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

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

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

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.

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.

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.

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.

Company has evaluated all transactions through the date the financial statements were issued for subsequent event disclosure or adjustment

consideration.

4 — Commitments and Contingencies

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

Note 5 — Impairment of Intangible Assets

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

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

5 — Impairment of Intangible Assets

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

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

During the fiscal year ended November

30, 2024, the Company determined that there was no impairment of assets resulting in an impairment expense.

6 – Income Taxes

3 unchanged sentences

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.

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

November 30, 2024, and 2022, assumes a statutory 21 %, effective tax rate for federal income taxes.

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

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Valuation Allowance

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

Company had deferred income tax assets as of the fiscal years ended November 30, 2024, and 2023, as follows:

of Components of Deferred Tax Assets

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Valuation allowance

( 1,270,500 )

Net deferred tax assets

6 unchanged sentences

$ 816,300 and $ 417,000 in the fiscal years ended November 30, 2024, and 2023, respectively.

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

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

Pursuant to Internal Revenue Code

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

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

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

in the financial statements.

the fiscal year ended November 30, 2024, the Company had approximately $ 6,050,000 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

the fiscal year ended November 30, 2024, the Company had no uncertain tax positions, or interest and penalties, that qualify for either

recognition or disclosure in the financial statements.

The company is subject to U.S.

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

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

federal, state, and local income tax examinations

by tax authorities.

The tax return for the fiscal year ended November 30, 2024, has not yet been filed.

7 — Related Party Transactions

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

which consisted of $ 65,500

in accrued payroll and $ 81,093 in outstanding

loans, which are further detailed in Note 8 .

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

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, 2024, no balances due to the Company’s former CEO were outstanding.

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

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

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

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

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

At November 30, 2023, $ 55,315 remained

unpaid under the agreement.

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

November 24, 2023, the Company entered into a 10

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

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

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

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

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

the fiscal year ended November 30, 2024, the Company repurchased shares from the former CEO, as detailed in Note 9.

the terms of a consulting agreement with the Company’s Executive Chairman and CFO, the Company is obligated to compensate him $ 43,667

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

During the fiscal year ended November 30, 2024, the

Company incurred $ 524,000 in expenses related to the consulting agreement, of which $ 203,000 was repaid by the Company.

At the fiscal

year ended November 30, 2024, $ 393,000 remained unpaid under the agreement.

the terms of a consulting agreement with the Company’s President and Chief Executive Officer, the Company is obligated to compensate

him $ 43,667 per month, consisting of $ 41,667 in consulting fees and a $ 2,000 monthly allowance.

During the year ended November 30, 2024,

the Company incurred $ 353,333 in expenses related to the consulting agreement, of which $ 268,000 was repaid by the Company.

At the fiscal

year ended November 30, 2024, $ 85,833 remained unpaid under the agreement.

Company reimburses related party business expenses.

During the fiscal year ended November 30, 2024, the Company incurred $ 100,132 related

party business expenses.

At the fiscal year ended November 30, 2024, the balance due to the Executive Chairman and CFO is $ 100,132 .

Company has a note payable agreement with the Executive Chairman, further detailed in Note 8.

November 24, 2023, the Company entered into a 10 % convertible note payable agreement with proceeds totaling $ 250,000 , net of an original

issuance discount of $ 20,000 .

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

stock for the first six months, then is convertible by the holder at 66 % of the lowest traded price of the Company’s common stock

for the ten days prior to conversion.

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

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 .

On November 22, 2024, the Company entered into an extension of this note payable from November 24, 2024 to May 24, 2025.

the fiscal year ended November 30, 2023, the Company’s former CEO loaned the Company $ 8,319 , At November 30, 2022, the loan payable

to the Company’s former CEO totaled $ 72,774 .

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

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

were forgiven as detailed in Note 7.

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

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

During May 2023, the loans, totaling $ 81,093 , were forgiven as detailed in Note 7.

the fiscal year ended November 30, 2023, the Company entered into a loan agreement with the Company’s Executive Chairman.

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

During the fiscal years ended November 30, 2024 and 2023, the Executive Chairman loaned

the Company $ 127,550 and $ 600,000 , respectively.

During the fiscal year ended November 30, 2024, the Company repaid $ 691,500 to the Executive

At the fiscal years ended November 30, 2024 and 2023, the amount due to the Executive Chairman was $ 36,050 and $ 600,000 , respectively.

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

During the fiscal years ended November 30, 2024 and 2023, the Company

recorded accrued interest of $ 31,761 and $ 6,781 , respectively.

During the fiscal year ended November 30, 2024, the Company repaid $ 17,352

At the fiscal year ended November 30, 2024, accrued interest payable due to the loans from the Executive Chairman totaled $ 21,190 .

the fiscal year ended November 30, 2024, the Company entered into a Promissory Note with the former President and CEO who resigned on

August 23, 2024 for the amount of $ 302,960 for payment of accumulated unpaid consultant fees.

The note, which bears interest at 8 %, is

due and payable by October 30, 2025 .

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 .

the fiscal year ended November 30, 2022, and through May 15, 2023, the Company was authorized to issue 75,000,000 shares of common stock

with a par value of $ 0.001 .

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

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

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

The Series A Super-Voting Preferred stock vote

on the basis of 10,000 votes per share.

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

of Series A Super-Voting Preferred stock with a par value of $ 0.001 .

The Series A Super-Voting Preferred stock vote on the basis of 10,000

votes per share.

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

Issued for Intangible Assets

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

intangible assets.

Issued for Cash

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

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

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

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

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

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

Prior to the merger, USMM had no operations

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

Accordingly, the transaction was accounted

for as an asset acquisition.

Stock Repurchase

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

shares of common stock from the Company’s

former CEO for $ 435,000 .

the fiscal 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.

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.

the fiscal year ended November 30, 2024, the Company received $ 2,364,255 for 123,487,500 shares of common stock.

During the fiscal year

ended November 30, 2024, 116,787,500 shares were issued with 6,700,000 shares to be issued.

Issued for Contract Agreements

the fiscal year ended November 30, 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 .

Repurchase/Cancellation

the fiscal year ended November 30, 2023, the Company purchased 6,013,334 shares of common stock from the Company’s former CEO for

This transaction was recorded as Treasury Stock.

As of November 30, 2024, the shares have not been retired.

the fiscal year ended November 30, 2024, the Company repurchased and cancelled 50,000,000

shares of common stock owned by a shareholder for $ 5,000 .

the fiscal year ended November 30, 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 paid $ 1,150 to the consultants and the shares were cancelled.

the fiscal year ended November 30, 2024, the Company cancelled 266,666 shares which were issued in error in May 2023 for a value of $ 80,000 .

the fiscal year ended November 30, 2024, the Company accepted the resignation of the President and CEO and entered into an agreement

The President and CEO agreed to tender back to the Company 37,500,000 shares of Common Stock which are part of the shares issued

to him in May 2023.

These shares have not yet been cancelled.

10 — Subsequent Events

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

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

The Company has evaluated all transactions

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

to the end of the fiscal November 30, 2024, the Company issued 28,700,000 shares of common stock for cash received totaling $ 472,400 .

to the end of the fiscal year November 30, 2024, the Company issued 2,250,000

shares of common stock for services.

to the end of the fiscal year November 30, 2024, the Company received cash of $ 27,604

for issuance of 153,366

shares of common stock.

These shares have not yet been issued.

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

What changed 10-K

Item 9A. Controls and Procedures