What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-01-28 compared with 2025-02-27 · 327 added, 331 removed, 718 unchanged (48% of the section changed)

17 unchanged sentences

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

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

do not have an audit committee

did not implement appropriate information technology controls

plans to address these material weaknesses in the coming quarters.

our annual report for the fiscal year ended November 30, 2023, we identified the following material weakness which is no longer applicable:

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

management approval prior to payment

Other Information.

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authority over its members or persons associated with a member.

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.

the fiscal year ended November 30, 2025, the Company appointed Douglas MacLellan as chairman of the audit committee.

The Company has

not yet organized a compensation committee or nomination of governance committee of the board of directors.

of Ethics and Business Conduct

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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.

November 30, 2025 and 2024, respectively.

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.

particulars of compensation paid to the following persons:

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November 30, 2025 and 2024;

Name and Principal Position

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

Former President and Chief Executive Officer of U.S.

Name and Principal

Executive Chairman, Chief

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

Former President and

Chief Executive Officer of U.S.

Minerals and Metals, Corporation(2)

Alberto Rosende

President and Chief Executive Officer(3)

Ioanna Kallidou

Former President(4)

President and Chief Executive

On December 11, 2023, Mr.

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On December 11, 2023, Mr.

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

On August 23, 2024, the Company accepted Mr.

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

On August 23, 2024, the Company

Talley’s resignation as President and Executive Officer.

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Alberto Rosende as Chief Executive Officer of the Company.

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

with Named Executive Officers

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Rosende is entitled to a consulting payment of $43,666.67 per month.

November 28, 2025, the Board of Directors increased Mr.

Rosende’s monthly consulting payment to $54,166.67 beginning December

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

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Equity Awards at Fiscal Year-End

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

EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS

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

Albert Rosende

There are no outstanding equity awards as of November 30, 2025.

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

Nonqualified Deferred Compensation Earnings

All Other Compensation($) Total

Deferred Compensation Earnings

Other Compensation($) Total

Douglas MacLellan

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Incline Village, NV 89451.

As of November 30, 2024 there were 581,704,525 shares of our Common

Stock outstanding.

As of November 30, 2025 there were 712,645,059 shares of Common Stock

As of November 30, 2025 there were 100,000 shares of preferred stock issued and outstanding.

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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*

Name and Address

of Beneficial Owner

and Nature of Beneficial Ownership

Doug Cole, Executive Chairman and

Chief Financial Officer*

17,913,334 (1)

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

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

Talley, President & Chief Executive

Officer, resigned on August 30, 2024*

Alberto Rosende, President & Chief Executive

Officer, appointed on August 30, 2024*

Douglas MacLellan, Director

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Lyons Capital LLC

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

Directors, Executive Officers

and 5% or more of Common Stock as a Group (7 persons)

ownership of less than 1%

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Rosende is the managing

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

Anthony Short

Ownership of Preferred Stock

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

Directors and Executive Officers as a Group (1 person)

Name and Address

of Beneficial Owner

and Nature of Beneficial Ownership of Preferred Stock

Doug Cole, Executive Chairman and

Chief Financial Officer

Directors and Executive

Officers as a Group (1 person)

Cole holds 100,000 shares of preferred stock.

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Relationships and Related Transactions

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.

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

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

The balance was unsecured, non-interest

bearing, and did not have a maturity date.

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

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

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During the fiscal year ended November 30, 2025, 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.

Company incurred $524,000 in expenses related to the consulting agreement.

During the year ended November 30, 2025, the Company paid

At the year ended November 30, 2025, $505,499 remained unpaid under the agreement.

On November 28, 2025, the Board of Directors

authorized the accrual of interest at 8% for any unpaid consultant fees beginning with August 2024.

The total interest accrued for this

consulting agreement accrued in the year ended November 30, 2025 was $62,708.

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

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During the fiscal year ended November 30, 2025, the Company incurred $524,000 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.

to the consulting agreement.

During the year ended November 30, 2025, the Company paid $482,333.

At the fiscal year ended November 30,

2025, $119,501 remained unpaid under the agreement.

On November 28, 2025, the Board of Directors amended the terms of the consulting

agreement to a monthly consulting fee of $54,167 effective December 1, 2025.

On November 28, 2025, the Board of Directors authorized

the accrual of interest at 8% for any unpaid consultant fees beginning with August 2024.

The total interest accrued for this consulting

agreement accrued in the year ended November 30, 2025 was $18,230.

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

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the Company $0 and $127,500, 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, 2025, the Company repaid $36.050.

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

At the fiscal

years ended November 30, 2025 and 2024, the amount due to the Executive Chairman was $0 and $36.050, respectively.

This loan is recorded

as a related party loan on the balance sheet.

During the fiscal years ended November 30, 2025 and 2024, the Company recorded accrued

interest of $17,352 and $31,761, respectively.

At the fiscal year ended November 30, 2025, accrued interest payable due to the loans

from the Executive Chairman totaled $38,542.

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

Principal Accountant Fees and Services

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

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

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

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

LLP (“TAAD”) served as the independent registered public accounting firm to audit our books and accounts for the fiscal year

ending November 30, 2025.

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.

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

ended November 30, 2025 and 2024.

Audit Related Fees

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

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

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

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..

aggregate fees charged by TAAD.

LLP for the audit of the Company’s financial statements for the fiscal year ended November

30, 2025 as well as the 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 as well as review of financials included in the S-1 filings..

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

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on its behalf by the undersigned, thereunto duly authorized.

February 27, 2025

January 28, 2026

Alberto Rosende

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

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

Consolidated Balance Sheets as of November 30, 2025 and 2024

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OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

of Directors and Stockholders

the Board of Directors and

of M2i Global, Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheet of M2i Global,

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

changes in stockholders’ (deficit) equity and cash flows for the year in the period ended November 30, 2024, and the related notes

(collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all

material respects, the financial position of the Company as of November 30, 2024, and the results of its operations and its cash flows

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

have audited the accompanying consolidated balance sheets of M2i Global, Inc.

(the Company) as of November 30, 2025 and 2024, and the

related consolidated statements of income, stockholders’ equity, and cash flows for each of the years in the two-year period ended

November 30, 2025, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2025 and 2024,

and the results of its operations and its cash flows for each of the years in the two-year period ended November, 2025, in conformity

with accounting principles generally accepted in the United States of America.

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

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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.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

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

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

federal securities

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

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

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

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

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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

As part of our audits,

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

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Accordingly, we express no such opinion.

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

fraud, and performing procedures that respond to those risks.

audits 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

Our audits also included evaluating the accounting principles used and significant

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

We believe that our audit provides

a reasonable basis for our opinion.

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

We believe that our audits

provide a reasonable basis for our opinion.

have served as the Company’s auditor since 2024.

Bar, California

February 27, 2025

of Independent Registered Public Accounting Firm

of Directors and Stockholders

on the Financial Statements

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

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.

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

As discussed in Note

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

ability to continue as a going concern.

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

The financial

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

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

Our responsibility is to express an opinion on these financial

statements based on our audit.

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

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

federal securities

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

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

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

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

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

As part of our audit

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

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

Accordingly, we express no such opinion.

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

fraud, and performing procedures that respond to those risks.

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

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

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

We believe that our audit provides

a reasonable basis for our opinion.

Stone & Company, L.L.P .

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

April 16, 2024

BALANCE SHEETS

November 30, 2024

November 30, 2023

November 30, 2024

November 30, 2023

and other current assets

current assets

Prepaids and other current assets

Total current assets

Liabilities and Stockholders’ (Deficit)

and Stockholders’ (Deficit)

payable and accrued expenses

payable and accrued expenses - related party

payable and accrued expenses

note, net of discount

Derivative liability

Unissued stock liability

current liabilities

Accounts payable and accrued expenses

Accounts payable and accrued expenses - related party

Accounts payable and accrued expenses

Convertible note, net of discount

Promissory Note

Related party loan

Total current liabilities

Total Liabilities

Commitments and contingencies

Stockholders’ (deficit)

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

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

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

Treasury stock

Additional paid in capital

Accumulated (deficit)

and contingencies

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, 712,645,059 and 581,704,525 shares issued and outstanding at November 30,

2025 ended November 30, 2024, respectively

paid in capital

( 12,493,751 )

( 6,001,182 )

Total stockholders’ (deficit)

stockholders’ (deficit)

( 7,047,969 )

( 2,532,472 )

Total liabilities and stockholders’ (deficit)

liabilities and stockholders’ (deficit)

accompanying notes are an integral part of these consolidated financial statements

STATEMENTS OF OPERATIONS

November 30, 2024

November 30, 2023

November 30, 2024

November 30, 2023

Operating expenses

General and administrative

administrative

Legal and professional

Impairment of assets

Total operating expenses

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( 3,795,121 )

Other income (expense)

Gain (loss) on derivative liability

Other expense

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Loss per share

Weighted average shares outstanding - basic

Weighted average shares outstanding - basic and dilutive

accompanying notes are an integral part of these consolidated financial statements

STATEMENT OF CHANGES IN STOCKHOLDERS’ (DEFICIT)

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’

Years Ended November 30, 2025 and November 30, 2024

Preferred Shares

Common Shares

Stockholders’

Balance at November 30, 2022

$ ( 123,759 )

Shares issued for cash received

Purchase of treasury shares

Contribution from settlement of related party liabilities

Cash received for shasres to be issued

( 1,990,162 )

Additional Paid

Total Stockholders’

Balance at November 30, 2023

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$ ( 1,038,946 )

$ ( 435,000 )

$ ( 2,113,921 )

$ ( 1,038,946 )

Shares issued for cash received

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$ ( 2,532,472 )

Shares issued for cash received

Shares issued for services

Cash received for shares to be issued

( 6,492,569 )

Balance at November

$ ( 435,000 )

$ ( 12,493,751 )

$ ( 7,047,969 )

accompanying notes are an integral part of these consolidated financial statements

STATEMENTS OF CASH FLOWS

November 30, 2024

November 30, 2023

November 30, 2024

November 30, 2023

Cash flows from operating activities

CONSOLIDATED STATEMENTS OF CASH FLOWS

from operating activities

$ ( 6,492,569 )

$ ( 3,887,261 )

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

Amortization of note discount

Impairment of assets

Changes in operating assets and liabilities

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Accounts payable and accrued expenses-Related Party

Accrued payroll - related party

Net cash used in operating activities

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

of note discount

issued for services

(Gain) loss from derivative liability

in operating assets and liabilities

expenses and other current assets

payable and accrued expenses

payable and accrued expenses-Related Party

payroll - related party

cash used in operating activities

( 4,237,086 )

( 2,098,661 )

Cash flows from financing activities

Proceeds for issuance of common stock

Proceeds for convertible note, net

Cash received for shares to be issued

Treasury repurchase

Promissory Note

Payment for cancelled shares

Proceeds from related party loan

Payments on related party loan

Net cash provided by financing activities

Net increase in cash

Cash, beginning of period

Cash, end of period

Supplemental schedule for non-cash investing and financing activities

Contribution from settlement of related party liabilities

from financing activities

for issuance of common stock

from common stock issuable

Proceeds from unissued stock liability

of promissory Note

for cancelled shares

from related party loan

on related party loan

cash provided by financing activities

(decrease) in cash

beginning of period

end of period

paid for income taxes

paid for interest

schedule for non-cash investing and financing activities

Original issue discount on convertible note

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

July 28, 2025, 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 (“Volato Common Stock”) receipt of certain regulatory approvals and other customary closing

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

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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.

The Company had no revenues and incurred losses during the fiscal years

ended November 30, 2025 and November 30, 2024 totaling $ 6,492,569 and $ 3,887,261 , respectively and accumulated deficit amounted to $ 12,493,751

and $ 6,001,182 as of November 30, 2025 and 2024, respectively.

These conditions raise substantial doubt about the Company’s ability

to continue as a going concern.

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

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and transactions have been eliminated in consolidation.

Company operates as a single segment.

Company operates as a single reportable segment.

The Chief Operating Decision Makers (“CODMs”) have been identified as the

Chief Executive Officer and the Chief Financial Officer, who review the total assets and net loss of Company as a whole to make decisions

about allocating resources and assessing financial performances.

The key measure of segment loss reviewed by the CODMs are the operating

preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates

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could differ from those estimates.

Fair Value of Financial Instruments

Fair value is defined as the price that would

be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a measurement date.

A fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable

inputs when measuring fair value.

Described below are the three levels of input

that may be used to measure fair value:

Level 1 – Quoted market

prices in active markets for identical assets or liabilities.

Level 2 – Observable

prices that are based on inputs not quoted on active markets but corroborated by market data.

Level 3 – Unobservable

inputs that are used when little or no market data is available.

The application of the three levels of the fair

value hierarchy under ASC Topic 820-10-35, the Company’s derivation liability as of years ending November 30, 2025, and 2024,

were $ 381,439 and $ 0 , respectively and measure on Level 3 inputs.

and Cash Equivalents

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is reduced to fair value.

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.

stated in Note 1, the Company has shifted its focus and is currently pre-revenue.

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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.

and Diluted Loss Per Share

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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.

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

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

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

November 2023, the FASB issued Accounting Standards Update 2023-07 (“ASU 2023-07”), Segment Reporting, which improves reportable

segment disclosure requirements.

ASU 2023-07 primarily enhances disclosures about significant segment expenses by requiring that a public

entity disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and

included within each reported measure of segment profit or loss.

This ASU also (i) requires that a public entity disclose, on an annual

and interim basis, an amount for other segment items by reportable segment, and a description of its composition;

(ii) requires that

all annual disclosures are provided in the interim periods;

(iii) clarifies that if the CODM uses more than one measure of profitability

in assessing segment performance and deciding how to allocate resources, that one or more of those measures may be reported;

(iv) requires

disclosure of the title and position of the CODM and a description of how the reported measures are used by the CODM in assessing segment

performance and in deciding how to allocate resources;

(v) requires that an entity with a single segment provide all new required disclosures.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after

December 15, 2024 and requires retrospective application.

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.

November 2024, the FASB issued Accounting Standards Update (“ASU 2024-03”), Income Statement-Reporting Comprehensive Income-Expense

Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, requiring public entities to disclose additional

information about specific expense categories in the notes to the financial statements on an interim and annual basis.

ASU 2024-03 is

effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption

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

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

5 — Impairment of Intangible Assets

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

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

During the fiscal year ended November

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

5 — Income Taxes

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Deferred Tax Assets

Net operating loss carryforwards

Net operating

loss carryforwards

Temporary differences

Permanent differences

Valuation allowance

( 2,179,800 )

( 1,270,500 )

Net deferred tax assets

18 unchanged sentences

6 — Related Party Transactions

May 2023, the Company’s former CEO forgave liabilities totaling $ 146,593 , which consisted of $ 65,500 in accrued payroll and $ 81,093

in outstanding loans, which are further detailed in Note 8.

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

paid in capital.

As of November 30, 2024, no balances due to the Company’s former CEO were outstanding.

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

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

1 unchanged sentence

During the fiscal year ended November 30, 2025, 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.

Company incurred $ 524,000 in expenses related to the consulting agreement.

During the year ended November 30, 2025, the Company paid

At the year ended November 30, 2025, $ 505,499 remained unpaid under the agreement.

On November 28, 2025, the Board of Directors

authorized the accrual of interest at 8 % for any unpaid consultant fees beginning with August 2024.

The total interest accrued for this

consulting agreement accrued in the year ended November 30, 2025 was $ 45,480 .

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

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

During the year ended November 30, 2024,

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

At the fiscal

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

Company reimburses related party business expenses.

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

party business expenses.

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

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, 2025, the Company incurred $ 524,000 in expenses related

to the consulting agreement.

During the year ended November 30, 2025, the Company paid $ 483,333 .

At the fiscal year ended November 30,

2025, $ 119,501 remained unpaid under the agreement.

On November 28, 2025, the Board of Directors amended the terms of the consulting

agreement to a monthly consulting fee of $ 54,167 effective December 1, 2025.

On November 28, 2025, the Board of Directors authorized

the accrual of interest at 8 % for any unpaid consultant fees beginning with August 2024.

The total interest accrued for this consulting

agreement accrued in the year ended November 30, 2025 was $ 18,230 .

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

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

issuance discount of $ 20,000 .

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

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

for the ten days prior to conversion.

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

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

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

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

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

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

the terms of agreements with the Company’s directors, the Company is obligated to compensate each of them $ 10,000 per month.

the fiscal year ended November 30, 2025, the Company incurred $ 360,000 in expenses related to director agreements.

During the year ended

November 30, 2025, the Company paid $ 40,000 .

At the fiscal year ended November 30, 2025, $ 430,000 remained unpaid to all directors.

of November 30, 2025, the Company has an account payable to a vendor, who is a more than 5 % beneficial owner, in an amount of $ 350,000 .

The Company also have an account payable to a vendor, which is controlled by the Executive Chairman, in an amount of $ 350,000 .

Note 7 — Unissued Share Liability

During the fiscal year ended November 30,

2025, the Company received $ 4,137,500

for the issuance of shares of Series B Convertible Preferred Shares.

Since the terms of this issuance of the Series B Convertible

Preferred Shares have not been determined, the value of the cash is recorded as a liability,

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.

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.

On May 23, 2025, the Company entered into an

extension of this note payable from May 24, 2025 to December 31, 2025.

The Company has a supplemental note with the

Conversion features will not be exercised prior to November 28, 2025.

During the fiscal years

ending November 30, 2025 and 2024, the Company accrued $ 27,000 , respectively.

At the end of fiscal year ending November 30, 2025, the

accrued interest payable due on this loan is $ 54,000 .

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

7 unchanged sentences

recorded accrued interest of $ 17,229 and $ 31,761 , respectively.

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

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

At the fiscal year ended November 30, 2025, accrued interest payable

due to the loans from the Executive Chairman totaled $ 38,542 .

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 fiscal year ended November 30, 2025, the note and accrued interest were repaid.

the fiscal year ended November 30, 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 fiscal year ended November 30, 2025, the Company paid a downpayment of $ 15,058 and ten monthly

payments of $ 8,790 each.

The note has an interest rate of 10.24 %.

At November 30, 2025, the remaining balance on the loan is $ 0 .

9 — Derivative Valuation

During the year ended November 30, 2024, the

Company issued a convertible note (see Footnote 8).

The conversion terms of the convertible note are based on certain factors, such as the future

price of the Company’s common stock.

The number of shares of common stock issuable upon conversion of the promissory note is

indeterminate.

Due to the exercise terms of the conversion feature becoming available on November 28, 2025, the conversion features

in the note met the definition of a derivative and required bifurcation and liability classification at fair value.

The fair value

of the derivative liability as of the first day of the fourth quarter is $ 641,447

and was recorded as loss on derivative liability.

At the end of the fiscal year ended November 30, 2025, the fair value of the

derivative increased by $ 260,008

which was recorded as a gain on derivative liability.

The Company estimates the fair value of convertible note using a Morte

Carlos simulation.

During the year ended November 30, 2025, the Company

had the following activity in the derivative liability account:

Schedule of Activity in the Derivative Liability Account

Derivative liability at December 1, 2024

Initial recognition of derivative liability

(Gain) loss on change in fair value

Derivative liability at November 30, 2025

A summary of quantitative information with respect

to valuation methodology and significant unobservable income used for the Company’s derivative liability that are categorized within

Level 3 of fair value hierarchy for the year ended November 30, 2025 is as follows:

Schedule of Valuation Methodology and Significant Unobservable Income Used for the Company’s Derivative Liability

Stock price at valuation date

$ 0.10 - 0.11

Risk free interest rate

4.05 %- 4.15 %

Stock volatility factor

Contractual terms (in years)

10 — Stockholders’ Equity (Deficit)

8 unchanged sentences

Issued for Cash

the fiscal year ended November 30, 2023, the Company exchanged 100,000 shares of Series A Super-Voting Preferred stock and 581,228,334

shares of common stock for proceeds totaling $ 1,235,477 and all outstanding shares of USMM common stock.

As a result of the transaction,

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

Prior to the merger, USMM had no operations and at the time of the share

exchange USMM had no assets or liabilities, other than cash.

Accordingly, the transaction was accounted for as an asset acquisition.

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

During the fiscal year

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

Issued for Contract Agreements

the fiscal year ended November 30, 2024, the Company issued 20,000,000 shares per contract agreements with Komodo Capital and NT Minerals

LTD (See Note 1 above) for future considerations.

These shares were valued at $ 2,000 .

Repurchase/Cancellation

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

This transaction was recorded as Treasury Stock.

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

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

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

the fiscal year ended November 30, 2024, the Company terminated two consultants which resulted in the cancellation of 11,500,000 shares

pursuant to each of their consulting agreements.

The Company paid $ 1,150 to the consultants and the shares were cancelled.

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

the fiscal year ended November 30, 2025, the Company issued 102,578,206

shares of common stock for cash received of $ 764,582 .

Issued for Services

the fiscal year ended November 30, 2025, the Company issued 28,362,328 of common stock for services rendered by consultants.

value of these shares was $ 1,207,490 .

the fiscal year ended November 30, 2024, the Company issued 10,000,000 shares of common stock issued

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 years.

The value of the deferred stock-based compensation is an offset to additional paid-in capital.

During the year ended November 30, 2025, total amounts of $ 166,667 consulting services are recognized and deducted from deferred stock-based

compensation.

At the fiscal year ended November 30, 2025, the deferred stock-based compensation

balance was $ 833,333 .

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

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These shares have not yet been cancelled.

the fiscal years ended November 30, 2025 and 2024, the Company received $ 5,000 and

$ 370,400 , respectively, for shares to be issued and was recorded as additional paid-in capital

of November 30, 2025, the Company had $ 53,785 recorded as subscription receivable for shares issued for which funds have not yet been

This is accounted as an offset to additional paid-in capital.

11 — Subsequent Events

The Company has evaluated all transactions

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

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

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

shares of common stock for services.

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

for issuance of 153,366

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

considerations.

to the fiscal year ended November 30, 2025, the Company issued 2,648,689 shares of common stock for cash received totaling $ 317,933 .

to the fiscal year ended November 30, 2025, the holder of the convertible note (See Footnote 8 above) converted $ 40,000

principal and $ 8,241

of accrued interest into 1,042,690

shares of common stock.

These shares have not yet been issued.

to the fiscal year ended November 30, 2025, the Company received cash of $ 356,000 for the issuance of 4,550,000 shares of common stock.

These shares have not been issued.

to the fiscal year ended November 30, 2025, the Company filed an amendment to the Articles of Incorporation with the State of Nevada

to increase the total number of shares authorized to issue to 1,010,000,000 , consisting of 1,000,000,000 shares of common stock with

a par value of $ 0.001 and 10,000,000 shares of preferred stock having a par value of $.

0.001 per share of which 100,000 shares of preferred

stock have already been designated as Series A super-voting preferred stock.

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

What changed 10-K

Item 9A. Controls and Procedures