M2i Global, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS M2i GLOBAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS March 31, 2026 December 31, 2025 unaudited Assets Current assets Cash $ 67,283 $ 515,438 Contingency receivable 40,657 - Prepaids and other current assets 62,256 102,068 Total current assets 170,196 617,506 TOTAL ASSETS $ 170,196 $ 617,506 Liabilities and Stockholders’ (Deficit) Current liabilities Accounts payable and accrued expenses $ 1,442,076 $ 934,276 Accounts payable and accrued expenses - related party 2,113,450 1,867,610 Accounts payable and accrued expenses 2,113,450 1,867,610 Convertible note, net of discount 220,000 230,000 Derivative liability 362,182 507,733 Shares unissued liability 4,137,500 4,137,500 Total current liabilities 8,275,208 7,677,119 Total Liabilities 8,275,208 7,677,119 Commitments and contingencies - 312,500 Stockholders’ (deficit) Preferred stock, authorized 10,000,000 shares, $ .001 par value, 100,000 and 100,000 shares issued and outstanding, respectively 100 100 Common stock, authorized 1,000,000,000 shares, $ .001 par value, 760,182,298 and 716,021,604 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively 760,182 716,022 Treasury stock ( 435,000 ) ( 435,000 ) Additional paid in capital 7,073,794 5,964,871 Accumulated earnings (deficit) ( 15,504,088 ) ( 13,618,106 ) Total stockholders’ (deficit) ( 8,105,012 ) ( 7,372,113 ) Total liabilities and stockholders’ (deficit) $ 170,196 $ 617,506 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 3 M2i GLOBAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) March 31, 2026 March 31, 2025 Three Months Ended March 31, 2026 March 31, 2025 Operating expenses General and administrative 371,589 354,920 Legal and professional 1,641,142 694,840 Total operating expenses 2,012,731 1,049,760 Loss from operations ( 2,012,731 ) ( 1,049,760 ) Other income (expense) Gain on derivative liability 145,551 - Interest expense ( 18,802 ) ( 13,883 ) Total other income (expense) 126,749 ( 13,883 ) Net Loss $ ( 1,885,982 ) $ ( 1,063,643 ) Loss per share $ ( 0.00 ) $ ( 0.00 ) Weighted average shares outstanding - basic 731,326,530 599,271,192 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 4 M2i GLOBAL, INC. CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ (DEFICIT) For the Three Months Ended March 31, 2026 and March 31, 2025 (Unaudited) Shares Amount Shares Amount Stock Capital Deficit (Deficit) Preferred Shares Common Shares Treasury Additional Paid in Accumulated Total Stockholders’ Shares Amount Shares Amount Stock Capital Deficit (Deficit) Balance at December 31, 2025 100,000 $ 100 716,021,604 $ 716,022 $ ( 435,000 ) $ 5,964,871 $ ( 13,618,106 ) $ ( 7,372,113 ) Shares issued for cash received - - 7,864,834 7,865 - 12,435 - 20,300 . Shares issued for services - - 22,935,203 22,935 - 274,065 - 297,000 Amortization of deferred stock based compensation - - - - - 83,333 - 83,333 Shares issued for conversion of convertible note - - 876,213 876 - 11,441 - 12,317 Shares cancelled - - ( 15,556 ) ( 16 ) - ( 984 ) ( 1,000 ) Shares issued for contingency liability - - 12,500,000 12,500 - 300,000 - 312,500 Cash received for shares to be issued - - - - - 428,633 - 428,633 Net loss - - - - - - ( 1,885,982 ) ( 1,885,982 ) Balance at March 31, 2026 100,000 $ 100 760,182,298 $ 760,182 $ ( 435,000 ) $ 7,073,794 $ ( 15,504,088 ) $ ( 8,105,012 ) Balance at December 31, 2024 100,000 $ 100 583,954,525 $ 583,955 $ ( 435,000 ) $ 3,757,155 $ ( 6,618,639 ) $ ( 2,712,429 ) Balance 100,000 $ 100 583,954,525 $ 583,955 $ ( 435,000 ) $ 3,757,155 $ ( 6,618,639 ) $ ( 2,712,429 ) Shares issued for cash received - - 29,800,000 29,800 - 82,200 - 112,000 Cash received for shares to be issued - - - - - 142,861 - 142,861 Net loss - - - - - - ( 1,063,643 ) ( 1,063,643 ) Balance at March 31, 2025 100,000 $ 100 613,754,525 $ 613,755 $ ( 435,000 ) $ 3,982,216 $ ( 7,682,282 ) $ ( 3,521,211 ) Balance 100,000 $ 100 613,754,525 $ 613,755 $ ( 435,000 ) $ 3,982,216 $ ( 7,682,282 ) $ ( 3,521,211 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 5 M2i GLOBAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) March 31, 2026 March 31, 2025 Three Months Ended March 31, 2026 March 31, 2025 Cash flows from operating activities Net loss $ ( 1,885,982 ) $ ( 1,063,643 ) Adjustments to reconcile net loss to net cash used in operating activities: (Gain) on derivative liability ( 145,551 ) - Shares issued for services 380,333 - Changes in operating assets and liabilities Prepaid expenses and other current assets ( 845 ) 28,408 Accounts payable and accrued expenses 510,118 438,256 Accounts payable and accrued expenses-related party 245,839 351,187 Net cash used in operating activities ( 896,088 ) ( 245,792 ) Cash flows from financing activities Cash received for shares to be issued 428,633 142,861 Cash received for shares issued 19,300 112,000 Loan payable - D&O insurance - 61,527 Repayment of related party loan - ( 87,896 ) Net cash provided by financing activities 447,933 228,492 Net increase (decrease) in cash $ ( 448,155 ) $ ( 17,300 ) Cash, beginning of period 515,438 36,022 Cash, end of period $ 67,283 $ 18,722 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 6 M2i GLOBAL, INC NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations The Company was incorporated in the State of Nevada on June 12, 2018. On June 7, 2023, the Company (“M2i Global, Inc.”) (formerly known as “Inky Inc.”) filed with the Secretary of State of Nevada an Amendment to the Certificate of Incorporation to change its corporate name from “Inky, Inc.” to “M2i Global, Inc.”, effective June 7, 2023. The Company was formerly engaged in developing mobile software applications for smartphones and tablet devices. During May 2023, the Company became the sole shareholder of U.S. Minerals and Metals Corp., a Nevada corporation (“USMM”) through the issuance of preferred and common shares for cash. Concurrently, the Company shifted its operations to specialization in the development and execution of a complete global value supply chain for critical minerals for the U.S. government and U.S. free trade partners. The Company’s vision is to develop and execute a complete global value supply chain for critical minerals for the United States government and certain trading partners of the United States. To implement this vision, the Company intends to operate three key business divisions as set forth below: ● M2i Mining, Processing & Refining: a business engaged in sourcing, extraction, processing, refining, transporting and selling primary minerals and metals; ● M2i Scrap & Recycling: a business engaged in the collection, processing, transporting and selling of scrap, recycled and reused metals; and ● M2i Government and Defense Industrial Base: a business engaged in aligning with U.S. policy to facilitate participation in U.S. government programs such as the creation and management of a Strategic Minerals Reserve as an enhancement of the U.S. government’s National Defense Stockpile. On June 30, 2024, the Company and Komodo Capital (“Komodo”), a company specializing in the development and execution of a complete global value supply chain for critical minerals for the U.S. government and U.S. free trade partners, entered into a strategic partnership (the “Strategic Partnership”), in order for Komodo to use its relationships to provide the Company with access to various critical minerals, with an ultimate goal of suppling the U.S. government and U.S. free trade partners with these critical minerals. Komodo Capital also offers comprehensive advisory services. The Company issued 8,000,000 shares of common stock valued at $ 800 as part of this agreement. On June 30, 2024, the Company and NTM Minerals Limited (“NTM”), a company specializing in the development and execution of a complete global value supply chain for critical minerals for the U.S. government and U.S. free trade partners, entered into an exclusive offtake agreement (the “Offtake Agreement”), in which NTM will provide for 88,000 tonnes of copper, currently valued at approximately $ 850 million. The Company is granted offtake rights for a maximum of 88,000 tonnes of copper that is sourced from the Redbank tenements in return for 12 million shares of the Company’s common stock. NTM shall receive additional payments for incremental resource increases or upgrades from the Redbank tenements. M2i retains the option to participate in production pre-funding opportunities. On 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. 7 Note 2 – Going Concern The 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. Management anticipates that the Company may be dependent, for the near future, on additional investment capital to fund operating expenses. It is anticipated that revenues will be forthcoming within the first or second quarters of the next fiscal year. There are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. Note 3 — Summary of Significant Accounting Policies Change of Fiscal Year The 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. Basis of Presentation The 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. Segment Reporting The 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. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results 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. 8 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 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. Cash and Cash Equivalents The Company considers all highly liquid instruments and other short-term investments with a maturity of three months or less, when purchased, to be cash equivalents. The Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC provides coverage of up to $ 250,000 per depositor, per financial institution, for the aggregate total of depositors’ interest and non-interest-bearing accounts. Income Taxes In accordance with FASB ASC Topic 740, “Income Taxes,” the Company provides for the recognition of deferred tax assets if realization of such assets is more likely than not. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. In addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes. If the Company has interest or penalties associated with insufficient taxes paid, such expenses are reported in income tax expense. Debt Issuance Costs The Company accounts for debt issuance costs in accordance with ASU 2015-03. This guidance requires direct and incremental costs associated with the issuance of debt instruments such as legal fees, printing costs and underwriters’ fees, among others, paid to parties other than creditors, are reported and presented as a reduction of debt on the consolidated balance sheets. Debt issuance costs and premiums or discounts are amortized over the term of the respective financing arrangements using the effective interest method. Amortization of these amounts is included as a component of interest expense net, in the consolidated statements of operations. Convertible Debt In accordance with ASC 470 the Company records its convertible notes at the aggregate principal amount, less discount. We will be amortizing the debt discount over the life of the convertible notes as additional non-cash expense utilizing the effective interest rate. 9 Basic and Diluted Loss Per Share Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Deferred Stock-Based Compensation Deferred stock-based compensation shall be deemed to be those transactions carried out by the Company which involve shares of the Company issued for future services. Treasury Stock Treasury stock transactions shall be deemed to be those transactions carried out by the Company which involve shares of the Company that grant the right to acquire shares of the Company. Related Party The Company records all related party transactions in accordance with ASC 850-10. Recently Issued Accounting Standards In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes, which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. In 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 permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures. Revenue Recognition The Company is currently pre-revenue. The Company will recognize revenues in accordance with ASC 606. Subsequent Events The Company has evaluated all transactions through the date the financial statements were issued for subsequent event disclosure or adjustment consideration. Note 4 — Commitments and Contingencies In 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 consultant. 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. The 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 . 10 Note 5 – Accounts Payable and Accrued Expenses During 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. Note 6 — Related Party Transactions Under the terms of a consulting agreement with the Company’s Executive Chairman and CFO, the Company is obligated to compensate him $ 43,667 per month, consisting of $ 41,667 in consulting fees and a $ 2,000 monthly allowance. During the three months ended March 31, 2026, the Company incurred $ 131,000 in expenses related to the consulting agreement. 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 . Under the terms of a consulting agreement with the Company’s President and Chief Executive Officer, the Company is obligated to compensate him $ 43,667 per month, consisting of $ 41,667 in consulting fees and a $ 2,000 monthly allowance. During the year ended 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 agreement. During the three months ended March 31, 2026, the Company paid $ 89,167 consulting expense to the President and Chief Executive Officer. 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. During 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 . Under the terms of agreements with the Company’s directors, the Company is obligated to compensate each of them $ 10,000 per month. During 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. The Company reimburses related party business expenses. 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 . As 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 . Note 7 — Debt Convertible Note Payable On 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. The 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. 11 During 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 . Note 8 — Derivative Valuation During 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. During 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 $ 507,733 (Gain) loss on change in fair value ( 145,551 ) Derivative liability at March 31, 2026 $ 362,182 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 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 $ 1.04 Risk free interest rate 3.68 % Stock volatility factor 51.77 % Contractual terms (in years) 0.36 Note 9 — Stockholders’ Equity (Deficit) On 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 issued. 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. Shares Issued for Cash During the three months ended March 31, 2026, the Company issued 7,864,834 shares of common stock for cash received of $ 20,300 . Shares Issued for Services During the three months ended March 31, 2026, the Company issued 22,935,203 shares of common stock for services rendered valued at $ 297,000 . 12 Shares to be Issued During 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. Convertible Note Payable Conversion During 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 Shares During the three months ended March 31, 2026, the Company issued 12,500,000 shares of common stock per the settlement agreement signed in March 2026. (see Footnote 4). The value of these shares is $ 312,500 . Deferred Stock-Based Compensation During the year ended November 30, 2024, 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 years. The value 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. Subscription Receivable As 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. Shares Cancelled During 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. The Company cancelled the shares because of this. Note 10 – Subsequent Events The Company has evaluated all transactions through the date the financial statements were issued for subsequent event disclosure or adjustment consideration. Subsequent to the 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 . Subsequent to the three months ended March 31, 2026, the Company issued 31,688,333 shares of common stock for cash received of $ 651,538 . Subsequent 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 . Subsequent 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 Subsequent 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 . Subsequent 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 . Subsequent 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. 13