What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-15 compared with 2025-10-15 · 263 added, 244 removed, 196 unchanged (72% of the section changed)

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

August 31, 2025

November 30, 2024

Current assets

Prepaids and other current assets

Total current assets

Liabilities and Stockholders’ (Deficit)

Contingency receivable

and other current assets

current assets

and Stockholders’ (Deficit)

Current liabilities

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

Accounts payable and accrued

expenses - related party

Accounts payable and accrued

Convertible note, net of

Derivative liability

Shares unissued liability

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, 691,528,945 and

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

Preferred stock, authorized

10,000,000 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, 760,182,298 and 716,021,604 shares issued and outstanding at March 31, 2026 and December 31,

2025, respectively

Treasury stock

Additional paid in capital

Accumulated (deficit)

earnings (deficit)

( 15,504,088 )

( 13,618,106 )

Total stockholders’ (deficit)

stockholders’ (deficit)

( 8,105,012 )

( 7,372,113 )

Total liabilities and stockholders’ (deficit)

liabilities and stockholders’ (deficit)

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

CONSOLIDATED STATEMENTS OF OPERATIONS

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

General and administrative

Legal and professional

administrative

and professional

Total operating expenses

2 unchanged sentences

( 1,049,760 )

( 2,740,543 )

Other expense

Interest expense

Total other expense

$ ( 1,758,627 )

$ ( 737,400 )

Other income (expense)

Gain on derivative liability

Total other income (expense)

$ ( 1,885,982 )

1 unchanged sentence

Loss per share

Weighted average shares outstanding – basic and dilutive

Weighted average shares

outstanding - basic

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

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ (DEFICIT)

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

Preferred Shares

Common Shares

Stockholders’

Balance at November 30, 2024

the Three Months Ended March 31, 2026 and March 31, 2025

Total Stockholders’

Balance at December 31, 2025

$ ( 435,000 )

3 unchanged sentences

Shares issued for services

Cash received for shares to be issued

( 1,351,625 )

Balance at February 28, 2025

$ ( 435,000 )

$ ( 7,352,807 )

$ ( 3,316,992 )

Shares issued for cash

Shares issued for services

Cash received for shares to be issued

( 1,119,142 )

Balance at May 31, 2025

$ ( 435,000 )

$ ( 8,471,949 )

$ ( 3,758,878 )

Shares issued for cash

Shares issued for services

Amortization of deferred stock based compensation

Shares issued for conversion of convertible

Shares cancelled

Shares issued for contingency liability

Cash received for shares to be issued

1 unchanged sentence

( 1,885,982 )

Balance at August 31, 2025

$ ( 435,000 )

Balance at March 31,

$ ( 435,000 )

$ ( 15,504,088 )

Balance at November 30, 2023

$ ( 8,105,012 )

Balance at December 31, 2024

$ ( 435,000 )

$ ( 6,618,639 )

Shares purchased from shareholder

$ ( 2,712,429 )

Cash received for shares to be issued

Balance at February 29, 2024

$ ( 435,000 )

1 unchanged sentence

$ ( 2,712,429 )

Shares issued for cash

Shares to be purchased from shareholders

Shares issued for cash received

Cash received for shares to be issued

1 unchanged sentence

( 1,063,643 )

Balance at May 31, 2024

$ ( 435,000 )

$ ( 4,187,611 )

$ ( 2,345,831 )

$ ( 435,000 )

$ ( 4,187,611 )

$ ( 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

Balance at March 31,

$ ( 435,000 )

6 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

August 31, 2025

August 31, 2024

Nine Months Ended

August 31, 2025

August 31, 2024

Cash flows from operating activities

1 unchanged sentence

$ ( 1,063,643 )

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

Amortization of note discount

Adjustments to reconcile net loss to net cash

used in operating activities:

(Gain) on derivative liability

Shares issued for services

Changes in operating assets and liabilities

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Accounts payable and accrued expenses-related party

Net cash used in operating activities

( 2,389,177 )

( 1,400,469 )

Prepaid expenses and other

current assets

Accounts payable and accrued

payable and accrued expenses-related party

Net cash used in operating

Cash flows from financing activities

Cash received for shares issued

Cash received for shares to be issued

Payment for cancelled shares

Loan payable - D&O insurance

Proceeds from related party loan

Repayment of related party loan

Net cash provided by financing activities

Cash received for shares

Loan payable - D&O

of related party loan

Net cash provided by financing

Net increase (decrease) in cash

$ ( 448,155 )

Cash, beginning of period

Cash, end of period

Cash paid for interest

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

63 unchanged sentences

2 – Going Concern

accompanying unaudited condensed 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 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

accompanying unaudited consolidated condensed 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 no revenues and incurred losses during

the three months ended March 31, 2026 and 2025 totaling $ 1,885,982 and $ 1,063,643 , respectively.

In addition, the accumulated deficit

amounted to $ 15,504,088 and $ 13,618,106 as of March 31, 2026 and December 31, 2025, 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.

3 unchanged sentences

3 — Summary of Significant Accounting Policies

of Fiscal Year

Board of Directors determined that it was advisable and in the best interests of the Company to change the Company’s fiscal

year end from November 30 to December 31 in order to align the Company’s fiscal reporting period with the calendar year.

Our results of operations impacting shareholders equity presented in this Form 10Q are for the three months ended

March 31, 2026 and 2025, unless otherwise noted.

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 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

accompanying unaudited condensed consolidated financial statements include the accounts of the Company, including its wholly owned subsidiary,

Intercompany accounts and transactions have been eliminated in consolidation.

Company operates as a single segment.

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 Form filed with the SEC

on Form 10-KT on April 15, 2026.

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.

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 to make decisions about

allocating resources and assessing financial performances.

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

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

2 unchanged sentences

Actual results could differ from those estimates.

Value of Financial Instruments

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.

below are the three levels of input that may be used to measure fair value:

1 – Quoted market prices in active markets for identical assets or liabilities.

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

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

application of the three levels of the fair value hierarchy under ASC Topic 820-10-35, the Company’s derivative liability as of

the three months ending March 31, 2026 was $ 362,182 and the year ending December 31, 2025 of $ 507,733 and measure on Level 3 inputs.

and Cash Equivalents

4 unchanged sentences

and non-interest-bearing accounts.

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.

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.

accordance with FASB ASC Topic 740, “Income Taxes,” the Company provides for the recognition of deferred tax assets if realization

19 unchanged sentences

other than creditors, are reported and presented as a reduction of debt on the consolidated balance sheets.

issuance costs and premiums or discounts are amortized over the term of the respective financing arrangement using the effective interest

issuance costs and premiums or discounts are amortized over the term of the respective financing arrangements using the effective interest

Amortization of these amounts is included as a component of interest expense net, in the consolidated statements of operations.

8 unchanged sentences

issued and if the additional common shares were dilutive.

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

Stock-Based Compensation

5 unchanged sentences

Issued Accounting Standards

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

Each of these pronouncements,

as applicable, has been or will be adopted by the Company.

Management does not believe the adoption of any of these accounting pronouncements

has had or will have a material impact on the Company’s condensed consolidated financial statements.

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.

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.

Company is currently pre-revenue.

3 unchanged sentences

4 — Commitments and Contingencies

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.

5 — Equity Transactions

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.

June of 2025, a lawsuit was filed in state of Nevada against the Company by a former consultant for breach of contract, securities

fraud and related claims stemming from a 2022 consulting agreement and stock agreements entered into with two companies owned by the

In December 2025, the court entered a default judgment in the matter.

In February 2026, the Company filed a motion to

set aside the default judgment.

In March 2026, the Company participated in a mediation with the plaintiff and entered into a

long-term settlement agreement.

Pursuant to the agreement, the Company agreed to transfer 12,500,000

shares of common stock to the plaintiff and the agreement further provided for mutual release of all claims against the Company.

Company filed a Form 8-K on March 23, 2026 regarding this legal matter.

The shares of common stock were issued during the three

months ended March 31, 2026 at a value of $ 312,500 .

5 – Accounts Payable and Accrued Expenses

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 .

The increase was due to the accrual of professional fees, accrued directors

fees, and accounts payables as the Company continues to shift its operations a noted in Note 1 above.

the three months ended March 31, 2026, the Company’s accounts payables and accrued expenses increased to $ 1,442,076 from $ 934,276

at the year ended December 31, 2025 for an increase of $ 507,800 .

The increase was due to the accrual of professional fees, and accounts

payables as the Company continues to shift its operations a noted in Note 1 above.

6 — Related Party Transactions

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 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 nine months ended August 31, 2025, the

During the three months ended March 31, 2026, the

Company incurred $ 131,000 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 .

During the three months ended March 31, 2026, the Company

paid $ 90,444 .

As of the three months ended March 31, 2026, $ 545,055 remained unpaid under the agreement.

During the year ended December

31, 2025, the Board of Directors approved the accruing of interest payable on the unpaid consultant fees retroactive to August 1, 2024.

During the three months ended March 31, 2026, the Company accrued $ 9,969 interest.

At the three months ended March 31, 2026, the accrued

interest due is $ 58,756 .

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 .

During the year ended December 31, 2025,

the Board of Directors approved the consulting fee to be increased to $ 56,167 per month, consisting of $ 54,167 in consulting fees and

a $ 2,000 monthly allowance.

During the three months ended March 31, 2026, the Company incurred $ 168,500 in expenses related to the consulting

During the three months ended March 31, 2026, the Company paid $ 89,167 consulting expense to the President and Chief Executive

As of the three months ended March 31, 2026, $ 214,334 remained unpaid under the agreement.

During the year ended December 31,

2025, the Board of Directors approved the accruing of interest payable on the unpaid consultant fees retroactive to August 1, 2024.

the three months ended March 31, 2026, the Company accrued $ 2,890 interest.

At the three months ended March 31, 2026, the accrued interest

due is $ 21,943 .

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

the three months ended March 31, 2026, the Company incurred $ 90,000 in expenses related to director agreements.

During the three months

ended March 31, 2026, the Company paid $ 0 .

At the period ended March 31, 2026, $ 550,000 remained unpaid to all directors.

Company reimburses related party business expenses.

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 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 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 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

August 23, 2024 in 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 .

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

9 — Convertible Notes Payable

November 2023, the Company executed a series of 10 % Convertible Notes payable to an institutional investor in the aggregate principal

amount of $ 1,080,000 .

The maturity date is November 30, 2024 .

Each of the four notes being in the amount of $ 270,000 and containing an

original issue discount of $ 20,000 and legal fees of $ 10,000 .

On November 28, 2023, the Company received the first tranche amounting

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

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 nine months ended August

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

During the three months ended March 31, 2026, the Company incurred $ 23,593 related

party business expenses with a director.

At the three months ended March 31, 2026, the balance due to the director is $ 23,593 .

of March 31, 2026, 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 .

November 24, 2023, the Company executed a 10 % convertible note payable agreement with proceeds totaling $ 250,000 ,

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

The note, which was to mature 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

executed an extension of this note payable from November 24, 2024 to May 24, 2025.

On May 23, 2025, the Company executed an

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

On March 23, 2026, the Company executed an extension of

this note payable from December 31, 2025 to September 30, 2026.

During the three months ended March 31 2026, the note holder

converted $ 10,000

principal and $ 2,318

accrued interest into 876,213

shares of common stock.

the three months period ending March 31, 2026, the Company accrued $ 5,649 interest expense.

At the end of the three months period ending

March 31, 2026, the accrued interest payable due on this loan is $ 51,241 .

8 — Derivative Valuation

the year ended December 31, 2024, the Company issued a convertible note (see Footnote 7).

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.

At the end of the year ending December 31, 2025, the derivative liability was $ 507,733 .

During the three months ending Mach 31, 2026, there was a decrease of the derivative liability to $ 362,182

which represented a change in the fair value of the derivative of $ 145,551 .

The Company estimates the fair value of convertible note using the Monte Carlo simulation.

the three months ended March 31, 2026, the Company had the following activity in the derivative liability account:

Schedule of Activity in the Derivative Liability Account

Derivative liability at December 31, 2025

(Gain) loss on change

in fair value

Derivative liability at March 31, 2026

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 three months ended March 31, 2026 is as follows:

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

Stock price at valuation date

Risk free interest rate

Stock volatility factor

Contractual terms (in years)

9 — Stockholders’ Equity (Deficit)

January 1, 2026, the Company filed a Certificate of Amendment with the State of Nevada to increase the number of preferred shares authorized

to issue to 10,000,000 preferred shares with a $ .001 par value.

Of these 10,000,000 shares 100,000 Series A Preferred Stock have been

On January 26, 2026, the Company further designated that 500 of the remaining 9,900,000 shares would be designated as Series

B preferred stock.

Issued for Cash

the three months ended March 31, 2026, the Company issued 7,864,834 shares of common stock for cash received of $ 20,300 .

Issued for Services

the three months ended March 31, 2026, the Company issued 22,935,203 shares of common stock for services rendered valued at $ 297,000 .

the three months ended March 31, 2026, the Company received $ 428,633 for 17,033,333 shares of common stock to be issued.

At three months

ended March 31, 2026, the value of these shares was recorded in additional capital.

These shares were all issued during the subsequent

period and are part of the shares to be issued for cash in the subsequent events footnote.

Note Payable Conversion

the three months ended March 31, 2026, the convertible note holder (see Footnote 7) converted $ 10,000 principal and $ 2,317 accrued interest

into 876,213 shares of common stock.

Commitment/Contingency

the three months ended March 31, 2026, the Company issued 12,500,000 shares of common stock per the settlement agreement signed in March

(see Footnote 4).

The value of these shares is $ 312,500 .

Stock-Based Compensation

the year ended November 30, 2024, 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 and the value of the shares is being amortized over three years.

of the Deferred Stock-based compensation is an offset to Additional Paid in Capital.

During the three months ended March 31, 2026, there

was $ 83,333 amortization recorded.

of the three months ended March 31, 2026, the Company had issued shares valued at $ 36,485 for which funds had not yet been received.

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

the three months ended March 31, 2026, the Company cancelled 15,556

shares of Reg A shares for a value of $ 1,000 .

These shares were part of the Reg A offering.

After the shares were issued, the investors challenged the investment.

cancelled the shares because of this.

10 – Subsequent Events

1 unchanged sentence

consideration.

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 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 .

to the three months ended March 31, 2026, the Company filed a Certificate of Amendment with the State of Nevada to increase the number

of Series B Preferred Shares from 500 to 750 .

to the three months ended March 31, 2026, the Company issued 31,688,333 shares of common stock for cash received of $ 651,538 .

to the three months ended March 31, 2026, the Company issued 4,476,139 shares of common stock for services render valued at $ 196,000 .

to the three months ended March 31, 2026, the Company issued 559.29 shares of Series B Preferred Stock for cash received in prior periods

totaling $ 4,137,500 .

The cash previously received was recorded as Unissued stock liability

to the three months ended March 31, 2026, the Company issued 39 shares of Series B Preferred Stock for services rendered valued at $ 388,358 .

to the three months ended March 31, 2026, the Company issued 10 shares of Series B Preferred Stock for services rendered valued at $ 100,000

in addition to debt forgiveness of $ 230,000 .

to the end of the three months ended March 31, 2026, the Company received $ 10,463

for shares previously issued.

Subsequent to the three months ended March 31, 2026, the Company executed convertible promissory notes totaling $ 275,000 .

The notes have a 90-day maturity date and a 10 % interest rate.

In addition, the holder of the note is entitled to receive 500,000 shares of the Company’s common stock for each $ 100,000 of principal invested.

Each note holder can elect to have the outstanding principal and accrued interest convert into equity securities

of the Company issued in subsequent financing at a conversion price equal to a 25% discount to the price per share paid by investors in

that financing.

Subsequent to the three months ended March 31, 2026, at a virtual special

meeting of the stockholders of Volato the Merger Agreement between Volato, Merger Sub and M2i Global and the transactions contemplated

by the Merger Agreement.

(See Footnote 1) were approved.

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