What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-10-15 compared with 2025-07-15 · 192 added, 115 removed, 248 unchanged (55% of the section changed)

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

and other current assets

August 31, 2025

November 30, 2024

Current assets

and Stockholders’ Equity (Deficit)

payable and accrued expenses

payable and accrued expenses - related party

payable and accrued expenses

payable - D&O insurance

note, net of discount

Prepaids and other current assets

Total current assets

Liabilities and Stockholders’ (Deficit)

Current liabilities

Stockholders’

stock, authorized 100,000 shares, $ .001 par value, 100,000

and 100,000 shares issued and outstanding, respectively

stock, authorized 1,000,000,000 shares, $ .001 par value, 661,585,702 and 581,704,525 shares issued and outstanding at May 31, 2025

ended November 30, 2024, respectively

paid in capital

earnings (deficit)

Accounts payable and accrued expenses

Accounts payable and accrued expenses - related party

Accounts payable and accrued expenses

Loan payable - D&O insurance

Convertible note, net of discount

Promissory note

Related party loan

Total current liabilities

Total Liabilities

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, 691,528,945 and

581,704,525 shares issued and outstanding at August 31, 2025 ended November 30, 2024, respectively

Treasury stock

Additional paid in capital

Accumulated (deficit)

( 10,230,576 )

( 6,001,182 )

stockholders’ (deficit)

Total stockholders’ (deficit)

( 3,017,554 )

( 2,532,472 )

liabilities and stockholders’ (deficit)

Total liabilities and stockholders’ (deficit)

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

CONSOLIDATED STATEMENTS OF OPERATIONS

and administrative

and professional

August 31, 2025

August 31, 2024

August 31, 2025

August 31, 2024

Three Months Ended

Nine Months Ended

August 31, 2025

August 31, 2024

August 31, 2025

August 31, 2024

Operating expenses

from operations

( 1,104,475 )

General and administrative

Legal and professional

Total operating expenses

Loss from operations

( 1,693,170 )

2 unchanged sentences

Other expense

Interest expense

Total other expense

$ ( 1,758,627 )

2 unchanged sentences

$ ( 2,811,090 )

average shares outstanding - basic

Loss per share

Weighted average shares outstanding – basic and dilutive

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

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ (DEFICIT)

the Three and Six Months Ended May 31, 2025 and May 31, 2024

the Three and Nine Months Ended August 31, 2025 and August 31, 2024

Preferred Shares

Common Shares

Stockholders’

Balance at November 30, 2024

20 unchanged sentences

$ ( 3,758,878 )

Shares issued for cash

Shares issued for services

Cash received for shares to be issued

( 1,758,627 )

Balance at August 31, 2025

$ ( 435,000 )

$ ( 10,230,576 )

$ ( 3,017,554 )

Balance at November 30, 2023

9 unchanged sentences

$ ( 1,191,596 )

$ ( 435,000 )

$ ( 2,813,021 )

$ ( 1,191,596 )

Shares issued for cash

10 unchanged sentences

$ ( 2,345,831 )

Shares issued for cash

Shares issued for contracts

Shares cancelled

( 11,766,666 )

Cash received for shares to be issued

Balance at August 31, 2024

$ ( 435,000 )

$ ( 4,925,011 )

$ ( 2,079,051 )

$ ( 435,000 )

$ ( 4,925,011 )

$ ( 2,079,051 )

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

August 31, 2025

August 31, 2024

Nine Months Ended

August 31, 2025

August 31, 2024

Cash flows from operating activities

1 unchanged sentence

$ ( 2,811,090 )

Adjustments to reconcile net loss to net cash used in

operating activities:

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

Amortization of note discount

5 unchanged sentences

Net cash used in operating activities

( 2,389,177 )

( 1,400,469 )

Cash flows from financing activities

3 unchanged sentences

Loan payable - D&O insurance

Proceeds from related party loan

Repayment of related party loan

4 unchanged sentences

Cash paid for interest

Disclosure of Non-Cash Financing Activities

issued for services

Supplemental disclosure of non-cash financing activities

Original issue discount on convertible note

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

29 unchanged sentences

Defense Stockpile.

June 30, 2024, the Company and Komodo Capital (“Komodo”), a company specializing in the development and execution of a

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

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.

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 valued at $ 800 as part of this agreement.

free trade partners with these critical minerals.

Capital also offers comprehensive advisory services.

The Company issued 8,000,000 shares of common stock valued at $ 800 as part of this

June 30, 2024, the Company and NTM Minerals Limited (“NTM”), a company specializing in the development and execution of a

9 unchanged sentences

M2i retains the option to participate in production pre-funding opportunities.

July 28, 2025, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) among

the Company, Volato Group, Inc., a Delaware corporation (“Volato”), and Volato Merger Subsidiary, Inc., a Nevada corporation

and wholly-owned subsidiary of Volato (“Merger Sub”).

Pursuant to the Merger Agreement, and subject to the satisfaction or

waiver of the conditions therein, at the effective time of the merger, Merger Sub will be merged with and into the Company with the Company

surviving as a wholly owned subsidiary of Volato.

The Merger Agreement contains customary representations, warranties and covenants of

the parties, and is subject to approval by the Company’s stockholders, approval by the holders of Volato’s Class A common

stock, $ 0.0001 par value per share receipt of certain regulatory approvals and other customary closing conditions.

The Company’s

board of directors unanimously approved the Merger Agreement and determined that the Merger is advisable and in the best interests of

the Company and its stockholders.

2 – Going Concern

1 unchanged sentence

accounting principles, which contemplate continuation of the Company as a going concern.

The Company had limited revenues and

incurred losses during the six months ended May 31, 2025 and year ended November 30, 2024 totaling $ 2,470,767 and $ 3,887,261 , respectively.

These conditions raise substantial doubt

about the Company’s ability to continue as a going concern.

The Company had no revenues and incurred

losses during the nine months ended August 31, 2025 and 2024 totaling $ 4,229,394 and

$ 2,811,090 ,

respectively.

In addition, the accumulated deficit amounted to $ 10,230,576 and 6,001,182 as of August 31, 2025 and November 30,

2024, respectively.

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

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

4 unchanged sentences

of Presentation

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

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

GAAP”) and the interim reporting rules of the Securities and

Exchange Commission (“SEC”).

Certain information and note disclosures normally included in financial statements prepared

in accordance with U.S.

GAAP, have been condensed or omitted from these statements pursuant to such rules and regulation and, accordingly,

they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction

with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form

In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary

for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected

The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

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

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

GAAP”) and the interim reporting rules of the

Securities and Exchange Commission (“SEC”).

Certain information and note disclosures normally included in financial

statements prepared in accordance with U.S.

GAAP, have been condensed or omitted from these statements pursuant to such rules and

regulation and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and

should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual

Report filed with the SEC on Form 10-K on February 27, 2025.

In the opinion of management, all adjustments, consisting of normal recurring adjustments

(unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the

interim periods presented have been reflected herein.

The results of operations for interim periods are not necessarily indicative

of the results to be expected for the full year.

of Consolidation

52 unchanged sentences

issued and if the additional common shares were dilutive.

Company had no dilutive securities outstanding at May 31, 2025.

Company had no dilutive securities outstanding at August 31, 2025.

Stock-Based Compensation

5 unchanged sentences

Issued Accounting Standards

the six months ended May 31, 2025, there were several new accounting pronouncements issued by the FASB.

the nine months ended August 31, 2025, there were several new accounting pronouncements issued by the FASB.

Each of these pronouncements,

11 unchanged sentences

5 — Equity Transactions

the six months ended May 31, 2025, the Company received $ 350,000 cash for the issuance of shares of preferred stock.

The terms of the

issuance have not yet been determined.

the six months ended May 31, 2025, the Company issued 40,231,177 shares of common stock for cash received of $ 354,861 .

the six months ended May 31, 2025, the Company issued 29,650,000 shares of common stock for services rendered valued at $ 539,500 .

the six months ended May 31, 2025, the Company issued 10,000,000 shares of common stock for future services valued at $ 1,000,000 .

shares were recorded as Deferred Stock-based compensation.

the nine months ended August 31, 2025, the Company received $ 1,937,500 cash for the issuance of shares of Series B Convertible Preferred Shares.

The terms of the issuance have not yet been determined and shares have

not yet been issued.

Upon issuance these Series B shares will be automatically converted into common

There was no change to the number of issued and outstanding Series A Preferred Shares.

the nine months ended August 31, 2025, the Company issued 43,289,420 shares of common stock for cash received of $ 565,540 .

the nine months ended August 31, 2025, the Company issued 66,535,000 shares of common stock for services rendered valued at $ 1,212,667 .

the nine months ended August 31, 2025, the Company issued 10,000,000 shares

of common stock for future services valued at $ 1,000,000 .

These shares were recorded as Deferred Stock-based compensation and the value of the shares is being amortized over three

The value of the Deferred Stock-based compensation is an offset

to Additional Paid in Capital.

of the nine months ended August 31, 2025, the Company had issued shares valued at $22,056 for which funds had not yet been received.

This subscription receivable is an offset to Additional Paid in Capital.

6 – Accounts Payable and Accrued Expenses

the six months ended May 31, 2025, the Company’s accounts payables and accrued expenses increased to $ 1,890,094 from $ 1,058,726

the nine months ended August 31, 2025, the Company’s accounts payables and accrued expenses increased to $ 1,537,279 from $ 1,058,726

at the year ended November 30, 2024 for an increase of $ 478,553 .

2 unchanged sentences

7 — Related Party Transactions

the six months ended May 31, 2025, the Company repaid $ 36,050 of the loan from the Company’s Executive Chairman.

This loan is recorded

as a related party loan on the balance sheet.

At the periods ending May 31, 2025 and November 30, 2024, the balance due to the Executive

Chairman was $ 0 and $ 36,050 , respectively.

the nine months ended August 31, 2025, the Company repaid $ 36,050 of the loan from the Company’s Executive Chairman.

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

At the periods ending August 31, 2025 and November 30, 2024, the balance due

to the Executive Chairman was $ 0 and $ 36,050 , respectively.

This loan has a 7 % interest rate.

During the six months ended May 31, 2025, the Company recorded

$ 88 interest expense.

At May 31, 2025, accrued interest payable due to the loan from the Executive Chairman totaled $ 21,278 .

During the nine months ended August 31,

2025, the Company recorded $ 88 interest expense.

At August 31, 2025, accrued interest payable due to the loan from the Executive Chairman

totaled $ 21,278 .

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 six months ended May 31, 2025, the Company incurred $ 262,000

in expenses related to the consulting agreement.

During the six months ended May 31, 2025, the Company did not pay any consultant

fees to the Executive Chairman and CFO.

At the six months ended May 31, 2025, $ 655,000

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 six months ended May 31, 2025, the Company incurred $ 262,000

in expenses related to the consulting agreement.

During the six months ended May 31, 2025, the Company paid $ 46,000 consulting

expense to the President and Chief Executive Officer.

At the six months ended May 31, 2025, $ 301,834

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

During the nine months ended August 31, 2025, the

Company incurred $ 393,000 in expenses related to the consulting agreement.

During the nine months ended August 31, 2025, the Company

paid $ 288,667 in consultant fees to the Executive Chairman and CFO.

As of the nine months ended August 31, 2025, $ 497,333 remained unpaid

under the agreement.

During the three months ended August 31, 2025, the Board of Directors approved the accruing of interest payable

on the unpaid consultant fees retroactive to August 1, 2024.

The total interest expense accrued following the Board approval was $ 37,906 .

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 nine months ended August 31,

2025, the Company incurred $ 393,000 in expenses related to the consulting agreement.

During the nine months ended August 31, 2025, the

Company paid $ 90,667 consulting expense to the President and Chief Executive Officer.

As of the nine months ended August 31, 2025, $ 381,167

remained unpaid under the agreement.

During the three months ended August 31, 2025, the Board of Directors approved the accruing of interest

payable on the unpaid consultant fees retroactive to August 1, 2024.

The total interest expense accrued following the Board approval

was $ 13,237 .

Company reimburses related party business expenses.

During the six months ended May 31, 2025, the Company incurred $ 5,830 related party

business expenses and paid $ 106,194 which included all expenses owed to the Executive Chairman.

At the six months ended May 31, 2025,

During the nine months ended August 31, 2025, the Company incurred $ 5,830 related

party business expenses and paid $ 106,194 which included all expenses owed to the Executive Chairman.

At the nine months ended August

31, 2025, the balance due to the Executive Chairman and CFO is $ 0 .

the six months ended May 31, 2025, the Company incurred $ 4,342 related party business expenses for the President and Chief Executive

At the six months ended May 31, 2025, the balance due to the President and Chief Executive Officer is $ 4,342 .

the nine months ended August 31, 2025, the Company incurred $ 4,342 related party business expenses and paid $ 4,342 which included all

expenses owed to the President and Chief Executive Officer.

At the nine months ended August 31, 2025, the balance due to the President

and Chief Executive Officer is $ 0 .

8 – Note Payable

the six months ended May 31, 2025, the Company entered into a financing agreement for payment of D&O insurance.

The total note is

$ 102,953 for 10 months.

During the six months ended May 31, 2025, the Company paid the downpayment of $ 15,058 and five monthly payments

of $ 8,790 each.

the nine months ended August 31, 2025, the Company entered into a financing agreement for payment of D&O insurance.

The total note

is $ 102,953 for 10 months.

During the nine months ended August 31, 2025, the Company paid the downpayment of $ 15,058 and eight monthly

payments of $ 8,790 each.

The note has an interest rate of 10.24 %.

At May 31, 2025, the remaining balance on the loan is $ 43,948 .

At August 31, 2025, the remaining balance on the loan is $ 17,579 .

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

2 unchanged sentences

due and payable by October 30, 2025 .

During the six months ended May 31, 2025, the Company recorded $ 14,273 interest expense.

During the nine months ended August 31, 2025, the Company recorded $ 20,467 interest expense.

9 — Convertible Notes Payable

6 unchanged sentences

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

At the periods ended May 31, 2025 and November 30,

At the periods ended August 31, 2025 and November

30, 2024, the net balance of the Convertible Note payable was $ 270,000 and $ 270,000 , respectively.

During the six months ended May 31, 2025,

During the nine months ended August

31, 2025, the Company recorded $ 20,250 interest expense and $ 0 OID amortization.

2 unchanged sentences

consideration.

to the end of the fiscal six months ended May 31, 2025, the Company issued 17,300,000

shares of common stock for the value of $ 17,300

to the end of the fiscal nine months ended August 31, 2025, the Company issued 5,700,000 shares of common stock for the value of $ 5,700

for advisory services.

to the end of the fiscal six months ended May 31, 2025, the Company received cash of $ 1,225,000

for the issuance of shares of preferred stock.

The details of the issuance of these shares have not yet been determined and the

shares have not yet been issued.

to the end of the fiscal six months ended May 31, 2025, the Company issued 28,327 shares of common stock for the value of $ 5,099 as part

of the Reg A offering.

to the end of the fiscal nine months ended August 31, 2025, the Company received cash of $ 725,000

for the issuance of Series B Preferred Shares.

The details of issuance of these shares have not yet been determined and

the shares have not yet been issued.

Upon issuance these Series B shares will be automatically converted into

common shares.

to the end of the fiscal nine months ended August 31, 2025, the Company issued 335,002 shares of common stock for the value of $ 58,800

as part of the Reg A offering.

to the end of the fiscal nine months ended August 31, 2025, the Company received cash of $ 7,750 for the issuance of shares of common

The Company issued 9,650,000 shares of common stock for this cash received, for $ 1,000 of cash received in August and cash to

be received of $ 900 for a total value of $ 9,650 .

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

What changed 10-Q

Item 1. Financial Statements