M2i Global, Inc. 10-K

Item 9A. Controls and Procedures The Company is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. An assessment was conducted with the participation of our principal executive and principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2024. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. 13 Changes in Internal Controls over Financial Reporting There have been no changes in our internal controls over financial reporting that occurred during the fiscal year ended November 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. In our annual report for the fiscal year ended November 30, 2023, we identified the following material weaknesses which are still applicable: ● We do not have an audit committee ● We did not implement appropriate information technology controls Management plans to address these material weaknesses in the coming quarters. In our annual report for the fiscal year ended November 30, 2023, we identified the following material weakness which is no longer applicable: ● We did not maintain appropriate cash controls – the handling of cash and accounting functions have been segregated and bills require management approval prior to payment Item 9B. Other Information. Rule 10b5-1 Trading Arrangement During the fiscal year ended November 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance Our executive officers and directors and their respective ages are as follows: Name Age Positions Douglas Cole 69 Executive Chairman, Chief Financial Officer Alberto Rosende 62 President, Chief Executive Officer and Director Douglas MacLellan 69 Director Anthony Short 65 Director Michael Sander 61 Director Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years. Douglas Cole Douglas Cole, age 69, is Executive Chairman and Chief Financial Officer of M2i Global, Inc. Mr. 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. As a private and public chairman, CEO, and board member, he has expanded every company he has been involved with, leveraging relationships globally. He has spoken at many major industry conferences throughout his career. 14 Prior to M2i, Mr. 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. Mr. Cole led the transition from a lithium exploration and development company to a lithium asset and lithium-ion battery metal recycling company and left the company in August of 2021. He was a Partner overseeing all ongoing deal activities with Objective Equity LLC from 2005 through 2016, a boutique investment bank focused on the high technology, data analytics and the mining sector. Since 1977, Mr. Cole has held various executive roles, including Chairman, Executive Vice Chairman, Chief Executive Officer and President of multiple public corporations. From May 2000 to September 2005, he was also the Director of Lair of the Bear, The University of California Family Camp located in Pinecrest, California. During the period between 1991 and 1996 he was the CEO of HealthSoft and he also founded and operated Great Bear Technology, which acquired Sony Image Soft and Starpress, then went public and eventually sold to Graphix Zone. In 1995, Mr. Cole was honored by New Enterprise Associates, a leading venture capital firm, as CEO of the year. Since 1982 he has been very active with the University of California, Berkeley where he mentors early-stage technology companies. Mr. Cole has extensive experience in global M&A and global distributions. He obtained his BA in Social Sciences from UC Berkeley in 1978. Alberto Rosende Major General (Ret) Alberto “Al” Rosende, age 62, is President & CEO of M2i Global Inc. Mr. 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. Mr. 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. Mr. 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). Mr. 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. 15 Douglas MacLellan Douglas 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. Mr. 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. Mr. 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 of: 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. Mr. 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. (NASDAQ: CNET) a media development, advertising and communications company from November 2009 to December 2017. Mr. 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 2014. Mr. 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. Mr. MacLellan was educated at the University of Southern California with a degree in economics and international relations. Anthony Short Anthony 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. Mr. 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. Mr. 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. Mr. 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. 16 Additionally, Mr. 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. Mr. 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. Mr. 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. Michael Sander Michael 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. Throughout 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. Mr. 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. Mr. Sander acted as the Senior Managing Director at Sortis Capital from 2010 to 2016, where he focused on strategic planning and investor relations. Mr. Sander was then promoted to Managing Partner at Sortis Capital in 2022. Mr. 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 company. Family Relationships There are no family relationships among our executive officers and directors. Election of Directors and Officers All 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. 17 Involvement in Certain Legal Proceedings During the past ten years, except as set forth above, none of our directors, executive officers, promoters, control persons, or nominees have been: ● the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; ● convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; ● found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law; ● the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or ● the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Committees of the Board Due to the small size of the Company and its Board of Directors, we currently have no audit committee, compensation committee or nominations and governance committee of our board of directors. We do not have an audit committee financial expert. Code of Ethics and Business Conduct The Company has adopted a Code of Ethics and Business Conduct (“Code of Ethics”) that applies to all of its directors, officers and employees. Any waiver of the provisions of the Code of Ethics for executive officers and directors may be made only by the Board of Directors. Any such waivers will be promptly disclosed to the Company’s shareholders. A copy of our Code of Ethics is attached as an exhibit to this Form 10-K and will be provided to any person requesting same without charge. To request a copy of our Code of Ethics please make written request to our Chief Executive Officer c/o M2i Global, Inc. at 885 Tahoe Blvd., Incline Village, NV 89451. Changes in Nominating Procedures None. 18 Item 11. Executive Compensation EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The Summary Compensation Table shows certain compensation information for services rendered in all capacities for the fiscal years ended November 30, 2024 and 2023. Other than as set forth herein, no executive officer’s salary and bonus exceeded $100,000 in any of the applicable years. The following information includes the dollar value of base salaries, bonus awards, the number of stock options granted and certain other compensation, if any, whether paid or deferred. Summary Compensation The particulars of compensation paid to the following persons: (a) our principal executive officers; and (b) each of our two most highly compensated executive officers who were serving as executive officers at the end of the fiscal years ended November 30, 2024 and 2023; Name and Principal Position Year Stock Awards ($) Option Awards ($) All Other Compensation ($) Total ($) Douglas Cole 2023 - - 496,833 496,833 Executive Chairman, Chief Financial Officer, Former President and Chief Executive Officer(1) 2024 - - - - Jeffrey W. Talley 2023 - - 437,333 437,333 Former President and Chief Executive Officer of U.S. Minerals and Metals, Corporation(2) 2024 - - 131,000 131,000 Alberto Rosende 2023 - - 200,999 200,999 President and Chief Executive Officer(3) 2024 - - 268,000 268,000 Ioanna Kallidou 2023 - - 16,500 16,500 ) Former President(4) 2024 - - - - (1) On December 11, 2023, Mr. Doug Cole resigned from the President and Chief Executive Officer roles of the Company but still maintains his roles as Executive Chairman and Chief Financial Officer. (2) On December 11, 2023, Mr. Talley, was appointed as President and Chief Executive Officer of the Company. On August 23, 2024, the Company accepted Mr. Talley’s resignation as President and Executive Officer. (3) On August 16, 2024, the Company appointed Mr. Alberto Rosende as Chief Executive Officer of the Company. (4) Consists of a $35,000 salary and $14,000 bonus. Agreements with Named Executive Officers M2i and its subsidiaries entered into new agreements or amended existing agreements with its named executive officers. A summary of the compensation provided under such agreements is as follows: 1. On December 1, 2022, Jeffrey W. Talley and U.S. Minerals & Metals Corporation entered into a consulting agreement where Mr. Talley agreed to serve as president and chief executive officer of U.S. Minerals & Metals Corporation until the agreement is terminated. Mr. Talley is entitled to a consulting payment of $41,666.67 per month. His additional bonuses are determined by the Board of Directors. Mr. Talley resigned his positions as president and chief executive officer on August 23, 2024. 19 2. On December 1, 2022, Douglas Cole and U.S. Minerals & Metals Corporation entered into a consulting agreement where Mr. Cole agreed to serve as executive chairman of U.S. Minerals Corporation until the agreement is terminated. Mr. 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 and U.S. Minerals and Metals Corporation entered into a business development agreement where Mr. Cole agreed to serve as a Senior Strategic and Business Development Advisor for a term of 10 years to U.S. Minerals & Metals Corporation. For his services, Mr. Cole will receive, on January 2, 2024, and on the first business day of each year thereafter until and including the first business day of January 2033, 10,000,000 shares of the U.S. Minerals & Metals Corporation’s common stock, par value $.0001, as they may be adjusted from time to time on account of splits, consolidations, dividends and similar changes in exchange for a purchase price of $1,000. 3. On 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. Mr. Rosende is entitled to a consulting payment of $20,333.33 per month. His additional bonuses are determined by the Board of Directors. On August 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. Mr. Rosende is entitled to a consulting payment of $41,666.67 per month. 4. Pursuant to the Agreement and Plan of Merger, dated as of May 12, 2023, and entered into by and among Inky, Inc. and U.S. M and M Acquisition Corp. and U.S. Minerals and Metals Corp., which is annexed hereto as exhibit 2.01 below, at the time of consummation of the merger, all shares of USMM were simultaneously converted into shares of M2i Global, Inc.’s common stock, and thus, any shares issued by USMM pursuant to the BDA or WSCA, as referenced above are now issued from M2i Global, Inc. There are no arrangements or plans in which we provide pension, retirement or similar benefits for our executive officers, except that our executive officers may receive stock options at the discretion of our board of directors. Grants of Plan-Based Awards Table We did not grant any awards to our named executive officers during our fiscal year ended November 30, 2024. Compensation Plans As of November 30, 2024, we did not have an equity compensation plan in place. 20 Outstanding Equity Awards at Fiscal Year-End The following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of November 30, 2024: OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END OPTION AWARDS STOCK AWARDS Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Un-exercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) Doug Cole - - $ - - - - - - Albert Rosende - - $ - - - - - - Compensation of Directors The following compensation was provided to the directors of M2i who are not also named executive officers during the fiscal year ended November 30, 2024: Name Fees earned or paid in cash ($) Stock Awards ($) Option Awards ($) (1) Non- Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation($) Total ($) Douglas MacLellan 50,000 - - - - - Anthony Short 40,000 - - - - - Michael Sanders 20,000 - - - - - Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The 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. Incline Village, NV 89451. As of November 30, 2024 there were 581,704,525 shares of our Common Stock outstanding. As of November 30, 2024 there were 100,000 shares of preferred stock issued and outstanding. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of our Common Stock subject to options, warrants, notes or other conversion privileges currently exercisable or convertible, or exercisable within 60 days of the date of this table, are deemed outstanding for computing the percentage of the person holding such option, warrant, note, or other convertible instrument but are not deemed outstanding for computing the percentage of any other person. Where more than one person has a beneficial ownership interest in the same shares, the sharing of beneficial ownership of these shares is designated in the footnotes to this table. 21 Beneficial Ownership of Common Stock Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class Doug Cole, Executive Chairman and Chief Financial Officer* 16,013,334 (1) 3 % Jeffrey W. Talley, President & Chief Executive Officer, resigned on August 30, 2024* 0 (2) * % Alberto Rosende, President & Chief Executive Officer, appointed on August 30, 2024* 0 (3) * % Douglas MacLellan, Director 5,366,667 * % Anthony Short, Director 0 (4) * % Michael Sander, Director 3,025,000 * % Lyons Capital LLC 61,999,000 11 % Directors, Executive Officers and 5% or more of Common Stock as a Group (7 persons) 86,404,0015 15 % * Represents ownership of less than 1% (1) This does not include 70,000,000 shares of Common Stock beneficially owned by The Cole Family Revocable Trust; and 10,000,000 shares of Common Stock beneficially owned by the Cole Family Trust of 2014 or Mr. Cole’s 100,000 shares of preferred stock. Mr. Cole does not have any control over the trust, including no voting power and no power to dispose of the shares. (2) This does not include 50,000,000 shares of Common Stock beneficially owned by The Talley Family Revocable Trust. Mr. Talley does not have any control over the trust, including no voting power and no power to dispose of the shares. (3) This does not include 18,000,000 shares of Common Stock beneficially owned by Rosende Quattro LLC of which Mr. Rosende is the managing member. (4) This does not include 25,000,000 shares of Common Stock beneficially owned by Reforme Group Investments PTYLTD, beneficially owned by Anthony Short Beneficial Ownership of Preferred Stock Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership of Preferred Stock Percent of Class Doug Cole, Executive Chairman and Chief Financial Officer 100,000 (1) 100 % Directors and Executive Officers as a Group (1 person) 100,000 100 % (1) Mr. Cole holds 100,000 shares of preferred stock. This does not include 70,000,000 shares of Common Stock beneficially owned by The Cole Family Revocable Trust; and 10,000,000 shares of Common Stock beneficially owned by the Cole Family Trust of 2014. Mr. Cole does not have any control over the trust, including no voting power and no power to dispose of the shares. Item 13. Certain Relationships and Related Transactions and Director Independence Certain Relationships and Related Transactions During May 2023, the Company’s former CEO, Ioanna Kallidou, forgave liabilities totaling $146,593 consisting of accrued payroll and a related party loan. As a result of the forgiveness, a contribution was recorded to additional paid in capital during May 2023. As of the fiscal year ended November 30, 2024, no balances were due to Ioanna Kallidou. During 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. 22 Under 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. Under 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. During the fiscal year ended November 30, 2023, the Company entered into a loan agreement with the Company’s Executive Chairman. The loan, 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 interest. At the fiscal year ended November 30, 2024, accrued interest payable due to the loans from the Executive Chairman totaled $21,190. Director Independence We currently do not have any directors who are “independent” as defined under the NASDAQ Marketplace Rules. Item 14. Principal Accountant Fees and Services TAAD, LLP (“TAAD”) served as the independent registered public accounting firm to audit our books and accounts for the fiscal year ending November 30, 2024. Turner, Stone & Company, LLP (“Turner Stone”) served as the independent registered public accounting firm to audit our books and accounts for the fiscal year ending November 30, 2023. The 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. Fees 2024 (1)* 2023 (2) Audit Fees $ [ ] $ 70,500 Audit Related Fees [ ] - Tax Fees - - Other Fees - - Total Fees $ [ ] $ 70,500 *At 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. (1) Represents aggregate fees charged by TAAD, LLP for audit of the Company’s financial statements for the fiscal year ended November 30, 2024. (2) Represents aggregate fees charged by Turner Stone 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.. In the above table, “audit fees” are fees billed for services provided related to the audit of our annual financial statements, quarterly reviews of our interim financial statements, and services normally provided by the independent accountant in connection with regulatory filings or engagements for those fiscal periods. “Audit-related fees” are fees not included in audit fees that are billed by the independent accountant for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. These audit-related fees also consist of the review of our registration statements filed with the SEC and related services normally provided in connection with regulatory filings or engagements. “All other fees” are fees billed by the independent accountant for products and services not included in the foregoing categories. PART IV Item 15. Exhibits and Financial Statement Schedules a) Financial Statements 1) The consolidated financial statements contained herein are as listed on the “Index to Consolidated Financial Statements” on page F-1 of this report. 2) The consolidated financial statement schedule contained herein is as listed on the “Index to Consolidated Financial Statements” on page F-1 of this report. All other schedules have been omitted because they are not applicable, not required, or the information is included in the consolidated financial statements or notes thereto. 23 b) Exhibits Exhibit Number Description 2.01 Agreement and Plan of Merger, dated as of May 12, 2023 and entered into by and among Inky, Inc. and U.S. M and M Acquisition Corp. and U.S. Minerals and Metals Corp. (incorporated by reference to Exhibit 2.01 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023) 3.1 Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023) 3.2 Certificate of Amendment to the Certificate of Incorporation of Inky Inc. dated May 8, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023) 3.3 Articles of Merger dated as of May 18, 2023 (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023) 3.4 Certificate of Amendment to Articles of Incorporation dated June 8, 2023- Name Change (incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023) 3.5 Certificate of Designation of Series A Super-Voting Preferred Stock (incorporated by reference to Exhibit 3.5 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023) 3.6 Bylaws (incorporated by reference to Exhibit 3.6 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023) 10.1 Consulting Agreement with Jeffrey Talley (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023) 10.2 Business Development Agreement with Lyons Capital LLC dated February 23, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023) 10.3 Wall Street Conference Business Development Agreement with Lyons Capital LLC dated February 23, 2023 (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023) 10.4 Business Development Agreement with Doug Cole dated January 23, 2023 (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023) 14.1 Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023) 21.1 List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023) 31.1* Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended. 31.2* Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended. 32.1** Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Securities Exchange Act, as amended, and 18 U.S.C. Section 1350. 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. ** Furnished herewith. Item 16. Form 10-K Summary None. 24 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. M2I GLOBAL, INC. Date: February 27, 2025 By: /s/ Alberto Rosende Alberto Rosende Chief Executive Officer (Principal Executive Officer) In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Doug Cole Chief Financial Officer and Executive Chairman February 27, 2025 Doug Cole (Principal Financial Officer) Signature Title Date /s/ Alberto Rosende Chief Executive Officer February 27, 2025 Alberto Rosende (Principal Executive Officer) 25 M2i GLOBAL, INC. FINANCIAL STATEMENTS TABLE OF CONTENTS Page Report of Independent Registered Public Accounting Firm (TAAD, LLP PCAOB ID: 5854 ) F-2 Report of Independent Registered Public Accounting Firm (Turner Stone & Company LLP PCAOB ID: 76 ) F-3 Consolidated Balance Sheets as of November 30, 2024 and 2023 F-4 Consolidated Statements of Operations for the years ended November 30, 2024 and 2023 F-5 Consolidated Statements of Changes in Stockholders’ (Deficit) Equity as of November 30, 2024 and 2023 F-6 Consolidated Statements of Cash Flows for the years ended November 30, 2024 and 2023 F-7 Notes to the Consolidated Financial Statements F-8 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders M2i Global, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of M2i Global, Inc. (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 America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has limited revenues and incurred recurring losses that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ TAAD, L.L.P. We have served as the Company’s auditor since 2024. Diamond Bar, California February 27, 2025 F- 2 Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders M2i Global, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of M2i Global, Inc.(formerly Inky, Inc.) (the “Company”) as of November 30, 2023, and the related consolidated statements of operations, changes in stockholders’ (deficit) equity and cash flows for the year in the period ended November 30, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2023, and the results of its operations and its cash flows for the year in the period ended November 30, 2023, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has limited revenues and incurred recurring losses that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Turner, Stone & Company, L.L.P . We have served as the Company’s auditor from 2024 to 2024. Dallas, Texas April 16, 2024 F- 3 M2i GLOBAL, INC. CONSOLIDATED BALANCE SHEETS November 30, 2024 November 30, 2023 Years Ended November 30, 2024 November 30, 2023 Assets Current assets Cash $ 80,281 $ 48,197 Prepaids and other current assets 5,139 - Total current assets 85,420 48,197 TOTAL ASSETS $ 85,420 $ 48,197 Liabilities and Stockholders’ (Deficit) Current liabilities Accounts payable and accrued expenses $ 1,058,726 $ 175,047 Accounts payable and accrued expenses - related party 950,156 62,096 Accounts payable and accrued expenses 950,156 62,096 Convertible note, net of discount 270,000 250,000 Promissory Note 302,960 - Related party loan 36,050 600,000 Total current liabilities 2,617,892 1,087,143 Total Liabilities 2,617,892 1,087,143 Commitments and contingencies - - - - Stockholders’ (deficit) Preferred stock, authorized 100,000 shares, $ .001 par value, 100,000 and 100,000 shares issued and outstanding, respectively 100 100 Common stock, authorized 1,000,000,000 shares, $ .001 par value, 581,704,525 and 514,333,691 shares issued and outstanding at November 30, 2024 ended November 30, 2023, respectively 581,705 514,334 Treasury stock ( 435,000 ) ( 435,000 ) Additional paid in capital 3,321,905 995,541 Accumulated (deficit) ( 6,001,182 ) ( 2,113,921 ) Total stockholders’ (deficit) ( 2,532,472 ) ( 1,038,946 ) Total liabilities and stockholders’ (deficit) $ 85,420 $ 48,197 The accompanying notes are an integral part of these consolidated financial statements F- 4 M2i GLOBAL, INC. CONSOLIDATED STATEMENTS OF OPERATIONS November 30, 2024 November 30, 2023 Years Ended November 30, 2024 November 30, 2023 Revenue $ - $ 3,400 Operating expenses General and administrative 1,170,493 280,676 Legal and professional 2,624,628 1,586,705 Amortization - 20,503 Impairment of assets - 94,952 Total operating expenses 3,795,121 1,982,836 Loss from operations ( 3,795,121 ) ( 1,979,436 ) Other expense Interest expense 92,140 10,726 Total other expense 92,140 10,726 Net Loss $ ( 3,887,261 ) $ ( 1,990,162 ) Loss per share $ ( 0.01 ) $ ( 0.01 ) Weighted average shares outstanding - basic 548,195,417 280,869,691 The accompanying notes are an integral part of these consolidated financial statements F- 5 M2i GLOBAL, INC. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ (DEFICIT) For Years Ended November 30, 2024 and November 30, 2023 Additional Total Preferred Shares Common Shares Treasury Paid in Accumulated Stockholders’ Shares Amount Shares Amount Stock Capital Deficit (Deficit) Balance at November 30, 2022 - $ - 7,105,357 $ 7,105 $ - $ 120,255 $ ( 123,759 ) $ 3,601 Shares issued for cash received 100,000 100 507,228,334 507,229 - 728,148 - 1,235,477 Purchase of treasury shares - - - - ( 435,000 ) - - ( 435,000 ) Contribution from settlement of related party liabilities - - - - - 146,593 - 146,593 Cash received for shasres to be issued - - - - - 545 - 545 Net loss - - - - - - ( 1,990,162 ) ( 1,990,162 ) Balance at November 30, 2023 100,000 $ 100 514,333,691 $ 514,334 $ ( 435,000 ) $ 995,541 $ ( 2,113,921 ) $ ( 1,038,946 ) Balance 100,000 $ 100 514,333,691 $ 514,334 $ ( 435,000 ) $ 995,541 $ ( 2,113,921 ) $ ( 1,038,946 ) Shares issued for cash received - $ - 109,137,500 $ 109,138 $ - $ 1,918,347 2,027,485 Shares issued for contract agreements - $ - 20,000,000 20,000 $ - ( 18,000 ) 2,000 Shares cancelled - $ - ( 61,766,666 ) ( 61,767 ) $ - 55,617 - Cash received for shares to be issued - - - - - 370,400 - 370,400 Net loss - - - - - - ( 3,887,261 ) ( 3,887,261 ) Balance at November 30, 2024 100,000 $ 100 581,704,525 $ 581,705 $ ( 435,000 ) $ 3,321,905 $ ( 6,001,182 ) $ ( 2,532,472 ) Balance 100,000 $ 100 581,704,525 $ 581,705 $ ( 435,000 ) $ 3,321,905 $ ( 6,001,182 ) $ ( 2,532,472 ) The accompanying notes are an integral part of these consolidated financial statements F- 6 M2i GLOBAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS November 30, 2024 November 30, 2023 Years Ended November 30, 2024 November 30, 2023 Cash flows from operating activities Net loss $ ( 3,887,261 ) $ ( 1,990,162 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of note discount 20,000 - Amortization - 20,503 Impairment of assets - 94,952 Changes in operating assets and liabilities Prepaid expenses and other current assets ( 3,139 ) 13,767 Accounts payable and accrued expenses 883,679 233,182 Accounts payable and accrued expenses-Related Party 888,060 - Accrued payroll - related party - 16,500 Net cash used in operating activities ( 2,098,661 ) ( 1,611,258 ) Cash flows from financing activities Proceeds for issuance of common stock 2,026,880 1,235,477 Proceeds for convertible note, net - 250,000 Cash received for shares to be issued 369,855 545 Treasury repurchase - ( 435,000 ) Promissory Note 302,960 - Payment for cancelled shares ( 5,000 ) - Proceeds from related party loan 127,550 608,319 Payments on related party loan ( 691,500 ) - Net cash provided by financing activities 2,130,745 1,659,341 Net increase in cash $ 32,084 $ 48,083 Cash, beginning of period 48,197 114 Cash, end of period $ 80,281 $ 48,197 Supplemental schedule for non-cash investing and financing activities Contribution from settlement of related party liabilities $ - $ 146,593 Original issue discount on convertible note $ 25,000 $ 20,000 The accompanying notes are an integral part of these consolidated financial statements F- 7 M2i GLOBAL, INC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations The Company was incorporated in the State of Nevada on June 12, 2018. On June 7, 2023, the Company (“M2i Global, Inc.”) (formerly known as “Inky, Inc.”) filed with the Secretary of State of Nevada an Amendment to the Certificate of Incorporation to change its corporate name from “Inky, Inc.”, to “M2i Global, Inc.”, effective June 7, 2023. The Company was formerly engaged in developing mobile software applications for smartphones and table devices. During May 2023, the Company became the sole shareholder of U.S. Minerals and Metals Corp., a Nevada corporation (“USMM”) through the issuance of preferred and common shares for cash (Note 9). Concurrently, the Company shifted its operations to specialization in the development and execution of a complete global value supply chain for critical minerals for the U.S. government and U.S. free trade partners. The Company’s vision is to develop and execute a complete global value supply chain for critical minerals for the United States government and certain trading partners of the United States. To implement this vision, the Company intends to operate four key business units as set forth below: ● M2i Mining, Processing & Refining: a business engaged in developing and supplying the U.S sanctioned value chain of critical metals; ● M2i Scrap & Recycling: a business engaged in establishing a source of critical metals from scrap and recycling of metals; and ● M2i 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. On June 30, 2024, the Company and Komodo Capital (“Komodo”), a company specializing in the development and execution of a complete global value supply chain for critical minerals for the U.S. government and U.S. free trade partners, entered into a strategic partnership (the “Strategic Partnership”), in order for Komodo to use its relationships to provide the Company with access to various critical minerals, with an ultimate goal of suppling the U.S. government and U.S. free trade partners with these critical minerals. Komodo Capital also offers comprehensive advisory services. The Company issued 8,000,000 shares of common stock as part of this agreement. On June 30, 2024, the Company and NTM Minerals Limited (“NTM”), a company specializing in the development and execution of a complete global value supply chain for critical minerals for the U.S. government and U.S. free trade partners, entered into an exclusive offtake agreement (the “Offtake Agreement”), in which NTM will provide for 88,000 tonnes of copper, currently valued at approximately $ 850 million. The Company is granted offtake rights for a maximum of 88,000 tonnes of copper that is sourced from the Redbank tenements in return for 12 million shares of the Company’s common stock. NTM shall receive additional payments for incremental resource increases or upgrades from the Redbank tenements. M2i retains the option to participate in production pre-funding opportunities. Note 2 – Going Concern The accompanying 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. Management anticipates that the Company may be dependent, for the near future, on additional investment capital to fund operating expenses. It is anticipated that revenues will be forthcoming within the third or fourth quarters of the current fiscal year. There are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. F- 8 Note 3 — Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Principles of Consolidation The accompanying financial statements include the accounts of the Company, including its wholly owned subsidiary, USMM. Intercompany accounts and transactions have been eliminated in consolidation. Segment Reporting The Company operates as a single segment. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. The Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC provides coverage of up to $ 250,000 per depositor, per financial institution, for the aggregate total of depositors’ interest and non-interest-bearing accounts. The Company’s cash balances may exceed FDIC limits. The Company has not experienced any losses on these accounts and management does not believe that the Company is exposed to any significant risks. Intangible Assets Intangible assets are amortized over their estimated useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Management tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Impairment of Long-Lived Assets The Company evaluates intangible assets and other long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions or other events that indicate an asset’s carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future cash flows the asset is expected to generate. If the cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. F- 9 Revenue Recognition Previously, the Company recognized revenues from a subscription-based service that provided users with access to AI generated tattoo ideas. The subscriptions ranged from 14 to 30 days and revenue was recognized under a software as a service (SaaS) model. Revenues were recognized over the subscription period with cash received but not earned recorded as deferred revenue. As stated in Note 1, the Company has shifted its focus and is currently pre-revenue. The Company will recognize revenues in accordance with ASC 606. Financial Instruments The Company’s financial instruments include cash and cash equivalents, receivables, payables, and debt and are accounted for under the provisions of ASC 825. The carrying amount of these financial instruments, with the exception of discounted debt, as reflected in the accompanying consolidated balance sheets approximates fair value. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when management assesses that it is probable that a liability has been incurred and the amount can be reasonably estimated. Income Taxes In accordance with ASC 740, the Company provides for the recognition of deferred tax assets if realization of such assets is more likely than not. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. In addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes. If the Company has interest or penalties associated with insufficient taxes paid, such expenses are reported in income tax expense. Debt Issuance Costs The Company accounts for debt issuance costs in accordance with ASU 2015-03. This guidance requires direct and incremental costs associated with the issuance of debt instruments such as legal fees, printing costs and underwriters’ fees, among others, paid to parties other than creditors, are reported and presented as a reduction of debt on the consolidated balance sheets. Convertible Debt In accordance with ASC 470 the Company records its convertible notes at the aggregate principal amount, less discount. The discount is amortized over the life of the underlying convertible note. The Company reviews convertible debt for potential bifurcation. At the fiscal years ended November 30, 2024 and 2023, there were no instruments which required bifurcation. F- 10 Basic and Diluted Loss Per Share ASC 260 requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (“EPS”) computations. Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the year. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company had no additional dilutive securities outstanding at the fiscal years ended November 30, 2024 or November 30, 2023. Treasury Stock Treasury 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. Related Party The Company records all related party transactions in accordance with ASC 850-10. Recently Issued Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes, which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures. In November 2023, the FASB issued Accounting Standards Update 2023-07 (“ASU 2023-07”), Segment Reporting, which improves reportable segment disclosure requirements. ASU 2023-07 primarily enhances disclosures about significant segment expenses by requiring that a public entity disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss. This ASU also (i) requires that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment, and a description of its composition; (ii) requires that all annual disclosures are provided in the interim periods; (iii) clarifies that if the CODM uses more than one measure of profitability in assessing segment performance and deciding how to allocate resources, that one or more of those measures may be reported; (iv) requires disclosure of the title and position of the CODM and a description of how the reported measures are used by the CODM in assessing segment performance and in deciding how to allocate resources; (v) requires that an entity with a single segment provide all new required disclosures. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application. Early adoption is permitted. The amendments under ASU 2023-07 relate to financial disclosures and its adoption will not have an impact on the Company’s results of operations, financial position or cash flows. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures. Subsequent Events The Company has evaluated all transactions through the date the financial statements were issued for subsequent event disclosure or adjustment consideration. F- 11 Note 4 — Commitments and Contingencies From time to time, the Company may be involved in litigation in the ordinary course of business. The Company is not currently involved in any litigation that the Company believes could have a material adverse effect on its financial condition or results of operations. Note 5 — Impairment of Intangible Assets During the fiscal year ended November 30, 2023, as a result in the shift in the Company’s operations, as described in Note 1, the Company determined its intangible assets were impaired resulting in an impairment expense totaling $ 94,952 . During the fiscal year ended November 30, 2024, the Company determined that there was no impairment of assets resulting in an impairment expense. Note 6 – Income Taxes The Company accounts for income taxes under ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts are calculated for income tax purposes. The provision (benefit) for income taxes for the fiscal years ended November 30, 2024, and 2022, assumes a statutory 21 %, effective tax rate for federal income taxes. Schedule of Effective Income Tax Rate as A Percentage of Income Before Income Taxes 2024 2023 Federal tax statutory rate 21 % 21 % Temporary differences 0 % 0 % Permanent differences 0 % 0 % Valuation Allowance - 21 % - 21 % Total 0 % 0 % The Company had deferred income tax assets as of the fiscal years ended November 30, 2024, and 2023, as follows: Schedule of Components of Deferred Tax Assets 2024 2023 Deferred Tax Assets Net operating loss carryforwards $ 1,270,500 $ 444,000 Temporary differences - - Permanent differences - ( 1,000 ) Valuation allowance ( 1,270,500 ) ( 443,000 ) Net deferred tax assets $ - $ - The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a valuation allowance against the net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred tax assets in the accompanying financial statements. The Company’s net deferred tax asset and valuation allowance increased by $ 816,300 and $ 417,000 in the fiscal years ended November 30, 2024, and 2023, respectively. At 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 future. At 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. The tax return for the fiscal year ended November 30, 2024, has not yet been filed. F- 12 Note 7 — Related Party Transactions During May 2023, the Company’s former CEO forgave liabilities totaling $ 146,593 , which consisted of $ 65,500 in accrued payroll and $ 81,093 in outstanding loans, which are further detailed in Note 8. As a result of the forgiveness, a contribution was recorded to additional paid in capital. As of November 30, 2024, no balances due to the Company’s former CEO were outstanding. During the fiscal year ended November 30, 2024, the Company repurchased shares from the former CEO, as detailed in Note 9. Under 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. Under 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. The 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 . The Company has a note payable agreement with the Executive Chairman, further detailed in Note 8. Note 8 — Debt Convertible Note Payable On November 24, 2023, the Company entered into a 10 % convertible note payable agreement with proceeds totaling $ 250,000 , net of an original issuance discount of $ 20,000 . The note, which matures on November 24, 2024, is convertible by the holder at $ 0.50 per share of common stock for the first six months, then is convertible by the holder at 66 % of the lowest traded price of the Company’s common stock for the ten days prior to conversion. The note contains certain default provisions which may increase the balance of the note by up to 150%. On November 22, 2024, the Company entered into an extension of this note payable from November 24, 2024 to May 24, 2025. Notes Payable During 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. During the fiscal year ended November 30, 2023, the Company entered into a loan agreement with the Company’s Executive Chairman. The loan, 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 Chairman. 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 interest. At the fiscal year ended November 30, 2024, accrued interest payable due to the loans from the Executive Chairman totaled $ 21,190 . F- 13 During 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 . Note 9 — Stockholders’ Equity (Deficit) During the fiscal year ended November 30, 2022, and through May 15, 2023, the Company was authorized to issue 75,000,000 shares of common stock with a par value of $ 0.001 . On May 16, 2023, the Company filed an amendment to the Articles of Incorporation with the State of Nevada to increase the total number of shares authorized to 1,000,100,000 , consisting of 1,000,000,000 shares of common stock with a par value of $ 0.001 and 100,000 shares of Series A Super-Voting Preferred stock with a par value of $ 0.001 . The Series A Super-Voting Preferred stock vote on the basis of 10,000 votes per share. The common stock vote on the basis of 1 vote per share. Shares Issued for Cash During 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. During 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. Shares Issued for Contract Agreements During 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 . Stock Repurchase/Cancellation During the fiscal year ended November 30, 2023, the Company purchased 6,013,334 shares of common stock from the Company’s former CEO for $ 435,000 . This transaction was recorded as Treasury Stock. As of November 30, 2024, the shares have not been retired. During 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 . During 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. During 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 . During the fiscal year ended November 30, 2024, the Company accepted the resignation of the President and CEO and entered into an agreement with him. 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. Note 10 — Subsequent Events The Company has evaluated all transactions through the date the financial statements were issued for subsequent event disclosure or adjustment consideration. Subsequent 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 . Subsequent to the end of the fiscal year November 30, 2024, the Company issued 2,250,000 shares of common stock for services. Subsequent 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. F- 14