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Item 1. Financial Statements

2026-08-27 compared with 2026-05-15 · 374 added, 215 removed, 244 unchanged (71% of the section changed)

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

Current assets

Contingency receivable

and other current assets

June 30, 2026

December 31, 2025

Current assets

and Stockholders’ (Deficit)

Prepaids and other current assets

Total current assets

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities

Accounts payable and accrued

expenses - related party

Accounts payable and accrued

Convertible note, net of

Accounts payable and accrued expenses

Accounts payable and accrued expenses - related party

Accounts payable and accrued expenses

Convertible note, net of discount

Derivative liability

Promissory notes

Shares unissued liability

current liabilities

Total current liabilities

Total Liabilities

2 unchanged sentences

Preferred stock, authorized 10,000,000

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

shares, $ .001

par value Series A preferred stock authorized 100,000

shares, 100,000

shares issued and outstanding, at June 30, 2026 and December 31, 2025, respectively

Series B preferred stock

authorized 750

557 and 0 issued

and outstanding at June 30, 2026 and December 31, 2025, respectively

Preferred stock, value

Common stock, authorized 1,000,000,000 shares, $ .001 par value, 824,074,734 and 716,021,604 shares

issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Treasury stock

Additional paid in capital

earnings (deficit)

Accumulated deficit

( 16,489,781 )

( 13,618,106 )

stockholders’ (deficit)

Total stockholders’ deficit

( 5,460,284 )

( 7,372,113 )

liabilities and stockholders’ (deficit)

Total liabilities and stockholders’ deficit

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

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Operating expenses

administrative

and professional

General and administrative

Legal and professional

Total operating expenses

2 unchanged sentences

( 1,367,496 )

( 3,682,850 )

( 2,417,257 )

Other income (expense)

Gain on derivative liability

Gain on extinguishment of debt

Gain (loss) on derivative liability

Interest expense

Total other income (expense)

1 unchanged sentence

$ ( 1,422,739 )

$ ( 2,871,675 )

$ ( 2,486,382 )

Loss per share

Weighted average shares

outstanding - basic

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 Months Ended March 31, 2026 and March 31, 2025

Total Stockholders’

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

the Three and Six Months Ended June 30, 2026 and June 30, 2025

Preferred Shares

Common Shares

Stockholders’

Series A Shares

Series B Shares

Balance at December 31, 2025

5 unchanged sentences

Amortization of deferred stock based compensation

Shares issued for conversion of convertible

Shares issued for conversion of convertible note

Shares cancelled

7 unchanged sentences

$ ( 8,105,012 )

Balance at December 31, 2024

Shares issued for cash received

Shares issued for services

Shares issued for cash received

Derivative valuation of issued warrants

Shares issued for conversion of preferred shares

Amortization of deferred stock based compensation

Shares issued for conversion of convertible note

Balance at June 30, 2026

$ ( 435,000 )

1 unchanged sentence

$ ( 5,460,284 )

Balance At December 31, 2024

$ ( 435,000 )

12 unchanged sentences

$ ( 3,521,211 )

Shares issued for cash

Shares issued for services

Cash received for shares to be issued

( 1,422,739 )

Balance at June 30, 2025

$ ( 435,000 )

$ ( 9,105,021 )

$ ( 3,189,172 )

$ ( 435,000 )

$ ( 9,105,021 )

$ ( 3,189,172 )

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

June 30, 2026

June 30, 2025

Six Months Ended

June 30, 2026

June 30, 2025

Cash flows from operating activities

1 unchanged sentence

$ ( 2,486,382 )

Adjustments to reconcile net loss to net cash

used in operating activities:

(Gain) on derivative liability

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

Shares issued for services

Shares to be issued for expenses

(Gain) on extinguishment of debt

(Gain) loss on derivative liability

Changes in operating assets and liabilities

Prepaid expenses and other

current assets

Accounts payable and accrued

payable and accrued expenses-related party

Net cash used in operating

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Accounts payable and accrued expenses-related party

Net cash used in operating activities

( 1,650,150 )

( 1,522,627 )

Cash flows from financing activities

Cash received for shares

Loan payable - D&O

of related party loan

Net cash provided by financing

Cash received for shares issued

Cash received for shares to be issued

Proceeds from promissory loans

Loan payable - D&O insurance

Repayment of related party loan

Net cash provided by financing activities

Net increase (decrease) in cash

2 unchanged sentences

Cash, end of period

Supplemental schedule for non-cash financing activities

Settlement of outstanding payables for Series B preferred shares

Conversion of convertible debt

Settlement of continency for common shares

Series B preferred stock and warrants issued in settlement of shares

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

1 unchanged sentence

1 — Description of Organization and Business Operations

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.

(formerly known as “Inky Inc.”) (the “Company”) was incorporated in the State of Nevada on June

On June 7, 2023, the Company 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.”.

Company was formerly engaged in developing mobile software applications for smartphones and tablet devices.

27 unchanged sentences

(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.

critical minerals, with an ultimate goal of supplying the U.S.

government and U.S.

1 unchanged sentence

Capital also offers comprehensive advisory services.

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

The Company issued 8.0 million shares of common stock valued at $ 800 as part of

this agreement.

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

5 unchanged sentences

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.

in return for 12.0 million shares of the Company’s common stock valued at $ 1,200 as part of the agreement.

NTM will receive additional

payments for incremental resource increases or upgrades from the Redbank tenements.

M2i retains the option to participate in production

pre-funding opportunities.

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

10 unchanged sentences

the Company and its stockholders.

June 4, 2026, the Company received a written notice (the “Termination Notice”) from Volato, purporting to terminate that

certain Agreement and Plan of Merger Reorganization, dated as of July 28, 2025, by and among the Company.

The Termination Notice

alleges that termination is effective as of June 4, 2026, and asserts certain purported grounds for termination, pursuant to Section

10.1 of the Merger Agreement.

As of the termination date, the Merger Agreement is of no further force or effect such that the

respective right and obligations of all parties under the Merger Agreement are terminated.

On July 9, 2026 both parties signed a

Mutual Termination and Release Agreement.

2 – Going Concern

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.

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.

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

GAAP”), which contemplate continuation of the Company

as a going concern.

The Company had no revenues and incurred losses during the six months ended June 30, 2026 and 2025 totaling $ 2,871,675

and $ 2,486,382 , respectively.

In addition, the accumulated deficit amounted to $ 16,489,781 and $ 13,618,106 as of June 30, 2026 and December

31, 2025, respectively.

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

intends to fund ongoing operations through a combination of existing cash balances, future capital raises through debt and equity,

and cash receipts from anticipated revenue.

However, the Company had cash of $ 54,661

at June 30, 2026 and used $ 1,650,150

of cash in operating activities during the six months then ended.

Management’s plans are not considered probable of being

effectively implemented and therefore do not alleviate the substantial doubt about the Company’s ability to continue as a

going concern for at least one year from the date the condensed consolidated financial statements are issued.

In order to continue

as a going concern, the Company will need, among other things, additional capital resources.

The Company is significantly dependent

upon its ability to secure additional equity and/or debt financing.

There are no assurances that the Company will be successful in

obtaining additional capital.

financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts

of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

These financial statements

do not include any adjustments that might arise from this uncertainty.

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.

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.

of operations and changes in stockholders’ deficit presented in this Form 10Q are for the three and six months ended June 30, 2026

and 2025, unless otherwise noted.

of Presentation

5 unchanged sentences

in accordance with U.S.

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

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

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

10-KT filed with the SEC 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.

of Consolidation

accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, U.S.

and Metals Corp.

All intercompany balances and transactions have been eliminated in consolidation.

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.

Chief Executive Officer and the Chief Financial Officer, who review the total assets and 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.

12 unchanged sentences

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.

the fair value hierarchy in ASC Topic 820-10-35, the Company’s derivative liability is measured using Level 3 inputs.

The derivative

liability was $ 374,650 as of June 30, 2026 and $ 507,733 as of December 31, 2025.

and Cash Equivalents

28 unchanged sentences

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.

The Company will

amortize the debt discount over the life of the convertible notes as additional non-cash expense utilizing the effective interest rate.

Company accounts for the warrants issued in connection with the Series B Preferred Stocks in accordance with the guidance contained in

FASB ASC Topic 815, “Derivatives and Hedging.” Based on its evaluation of the terms of the warrants, the Company determined

that such instruments qualify for liability classification.

Accordingly, the warrants are recorded as derivative liability and are subsequently

remeasured at fair value with level 3 unobservable inputs.

and Diluted Loss Per Share

7 unchanged sentences

for future services.

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.

stock represents shares of the Company’s common stock that have been issued and subsequently reacquired by the Company.

stock is recorded at cost and presented as a reduction of stockholders’ deficit.

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

4 unchanged sentences

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.

Retrospective

application is permitted.

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

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

10 unchanged sentences

4 — Commitments and Contingencies

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

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.

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 .

In February 2026, the Company filed a motion to set aside the default

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 six months ended June 30, 2026 at a value of $ 312,500 .

There is no further obligation

5 – Accounts Payable and Accrued Expenses

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.

the six months ended June 30, 2026, the Company’s accounts payables and accrued expenses increased to $ 991,572 from $ 934,276 at

the year ended December 31, 2025 for an increase of $ 57,286 .

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

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 .

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

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.

per month, consisting of $ 41,667

in consulting fees and a $ 2,000

monthly allowance.

During the six months ended June 30, 2026, the Company incurred $ 262,000

in expenses related to the consulting agreement.

During the six months ended June 30, 2026, the Company paid $ 160,444 .

At the periods ended June 30, 2026 and December 31, 2025, the balance due to the Executive Chairman and CFO was $ 606,055 and

$ 505,499 , respectively.

During the year ended December 31, 2025, the Board of Directors approved the accrual of interest payable on

the unpaid consultant fees retroactive to August 1, 2024.

During the six months ended June 30, 2026, the Company accrued $ 21,060

At the periods ending June 30, 2026 and December 31, 2025, the accrued interest payable due for unpaid consultant fees was

and $ 45,480 , respectively.

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

per month, consisting of $ 54,167

in consulting fees and a $ 2,000

monthly allowance.

During the six months ended June 30, 2026, the Company incurred $ 337,000

in expenses related to the consulting agreement.

During the six months ended June 30, 2026, the Company paid $ 141,167

consulting expense to the President and Chief Executive Officer.

At the periods ended June 30, 2026 and December 31, 2025, $ 327,834

and $ 132,001 , respectively remained unpaid under the agreement.

During the year ended December 31, 2025, the Board of Directors

approved the accrual of interest payable on the unpaid consultant fees retroactive to August 1, 2024.

During the six months ended

June 30, 2026, the Company accrued $ 7,703

At the periods ending June 30, 2026 and December 31, 2025, the accrued interest payable due for unpaid consultant fees was

and $ 18,230 , respectively.

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

During the six months ended June 30, 2026, the Company incurred $ 180,000

in expenses related to director agreements.

During the six months ended June 30, 2026, the Company paid $ 0 .

At the periods ending June 30, 2026 and December 31, 2025, $ 640,000

and $ 460,000 , respectively remained unpaid.

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 .

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

During the six months ended June 30, 2026, the Company incurred $ 39,852 related party

business expenses with a director.

As of June 30, 2026, the balance due to the director is $ 21,512 .

of June 30, 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 has an account payable to a separate vendor, which is controlled by the Executive Chairman, in an amount of $ 350,000 .

At the end of December 31, 2025, the balances due to these two vendors was $ 350,000 each.

November 24, 2023, the Company executed a 10 % convertible note payable agreement with a principal amount of $ 250,000 , net of an original

issue discount of $ 20,000 , resulting in proceeds of $ 230,000 (the “2023 Note”).

The 2023 Note, which was scheduled to mature

originally 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 the 2023 Note from November 24, 2024 to May 24, 2025.

On May 23, 2025, the Company executed an extension of the 2023 Note from May

24, 2025 to December 31, 2025.

On March 23, 2026, the Company executed an extension of the 2023 Note from December 31, 2025 to September

During the six months ended June 30, 2026, the note holder converted $ 25,000 principal and $ 5,983 accrued interest into 2,161,732

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 .

At June 30, 2026, the remaining principal balance is $ 205,000 .

the six months period ending June 30, 2026, the Company accrued $ 10,986 in interest expense related to the 2023 Note.

At the end of the

six months period ending June 30, 2026, the accrued interest payable due on the 2023 Note is $ 52,912 .

Promissory Notes

the six months ending June 30, 2026, the Company executed six Promissory Notes with separate individuals for a total

(the “2026 Promissory Notes”).

In addition, each holder of the 2026 Promissory Notes is entitled to receive 500,000

shares of the Company’s common stock for each $ 100,000

of principal invested.

Each holder can elect to have the outstanding principal and accrued interest convert into shares of common

stock in subsequent financing at a conversion price equal to a 25 %

discount to the price per share paid by investors in that financing.

The 2026 Promissory Notes have a 90-day maturity date and a 10 %

interest rate.

Subsequent to the period ended June 30, 2026, the maturity was reached and an amendment to the 2026 Promissory Notes was

prepared incorporating the 2026 Promissory Notes information and extended the maturity date to December 31, 2026.

the six months ended June 30, 2026, the Company accrued $ 6,301 in interest expense which is the balance currently due.

The 2026 Promissory Notes

described above were outstanding as of June 30, 2026.

The 2,500,000 shares of common stock issuable to the holders in connection with

their original investment were issued subsequent to June 30, 2026.

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:

November 2023, the Company issued a convertible note (see Note 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

As of December 31, 2025, the derivative liability was $ 507,733 .

During the six months ended June 30, 2026, there was a decrease

of the derivative liability to $ 374,650 which represented a change in the fair value of the derivative of $ 133,083 .

The Company estimates

the fair value of the embedded conversion feature using a Monte Carlo simulation.

the six months ended June 30, 2026, the Company had the following activity in the derivative liability account for the convertible debt:

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

(Gain) loss on change in fair value

Derivative liability at June 30, 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:

derivative liability that are categorized within Level 3 of fair value hierarchy for the six months ended June 30, 2026 is as follows:

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

3 unchanged sentences

Contractual terms (in years)

9 — Stockholders’ Equity (Deficit)

the six months ended June 30, 2026, the Company issued 55,166,667 warrants to shareholders of the Company’s Series B Preferred

The warrant holder is entitled to subscribe for and purchase shares of common stock based on the market value of the shares of

common stock at time of exercise.

The exercise terms of the conversion feature met the definition of a derivative and required bifurcation

and liability classification at fair value.

The Company estimates the fair value of the conversion feature using the Black Scholes Model.

the six months ended June 30, 2026, the Company had the following activity in the derivative liability account for the warrants:

of Activity in the Derivative Liability Account

Derivative liability at December 31, 2025

(Gain) loss on change in fair value

Derivative liability at June 30, 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 six months ended June 30, 2026 is as follows:

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

Stock price at valuation date

$ .020 - .027

Risk free interest rate

4.05 %- 4.19 %

Stock volatility factor

246 % - 247 %

Contractual terms (in years)

9 — Stockholders’ 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 $ 0.001 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.

Of these 10,000,000 shares, 100,000 shares of Series A Preferred Stock

have been issued in prior periods and these shares are super-voting with 10 votes per share.

On January 26, 2026, the Company designated

500 of the remaining 9,900,000 shares as Series B Preferred Stock.

On April 23, 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 .

All other shares have one voting right.

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 .

the six months ended June 30, 2026, the Company issued 550 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.

The cash previously received was recorded as Unissued

stock liability.

During the six months ended June 30, 2026, the Company issued 55,166,167 warrants associated with the Series B Preferred

(See Footnote 8)

the six months ended June 30, 2026, the Company issued 49

shares of Series B Preferred Stock for services rendered valued

at $ 488,358 .

In addition, the Company recognized a gain on extinguishment of debt of $ 350,263

within other income in the accompanying condense statements

of operations.

The warrants associated with these Series B Preferred Stock have not yet been issued.

Issued for Cash

the six months ended June 30, 2026, the Company issued 40,053,167 shares of common stock for cash received of $ 684,900 .

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.

the six months ended June 30, 2026, the Company issued 28,411,342 shares of common stock for services rendered valued at $ 547,972 .

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.

the six months ended June 30, 2026, the convertible note holder (see Footnote 7) converted $ 25,000

principal and $ 5,983

accrued interest into 2,161,732

shares of common stock.

Conversion of Preferred Shares

the six months ended June 30, 2026, the Company issued 24,942,445 shares of Common Stock in connection with the conversion of 42.16 shares

of Series B Preferred Stock.

As of June 30, 2026, the Common Stock had been issued, while the corresponding cancellation of the Series

B Preferred Stock remained pending.

Although the administrative process related to the conversion had not been fully completed as of

June 30, 2026, the common shares had been issued prior to period end.

to June 30, 2026, the shareholder completed the conversion of its entire holding of 66.50 shares of Series B Preferred Stock into 39,314,218

shares of Common Stock.

In connection with the completion of the conversion, duplicate shares of common stock were cancelled to reflect

the appropriate number of shares issuable upon conversion.

based on the substance of the transaction, the conversion of the 42.16 shares of Series B Preferred Stock is reflected in the accompanying

financial statements as having occurred prior to June 30, 2026.

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

the six months ended June 30, 2026, the Company issued 12,500,000 shares of common stock per the settlement agreement signed in March

(see Footnote 4).

4 unchanged sentences

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

During the three months ended March 31, 2026, there

During the six months ended June 30, 2026, there

was $ 166,666 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.

of the six months ended June 30, 2026, the Company had issued shares valued at $ 20,950 for which funds had not yet been received.

subscription receivable is an offset to Additional Paid in Capital.

the six months ended June 30, 2026, the Company cancelled 15,556 shares

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

These shares were part of the Regulation A offering.

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

Company cancelled the shares because of this challenge.

10 – Subsequent Events

1 unchanged sentence

consideration.

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.

July 28, 2026 the Company filed a Certificate of Amendment with the State of Nevada to increase the number of common shares from 1,000,000,000

to 2,000,000,000 .

to the six months ending June 30, 2026, the Company issued 144,530,088 shares of common stock on the conversion of 222.74 shares of preferred

stock valued at $ 2,859,100 .

to the six months ending June 30, 2026, the Company cancelled 24,942,445

shares of common stock valued at $ 396,585 .

to the six months ending June 30, 2026, the Company issued 2,500,000

shares of common stock valued at $ 2,500

as per the Non-binding Term Sheets executed during the six months ended June 30, 2026.

to the six months ending June 30, 2026, the Company issued 2,500,000

shares of common stock valued at $ 2,500

for extensions of the due date for the Non-binding Term Sheets and extension notes.

to the six months ending June 30, 2026, the Company issued 2,000,000

shares of common stock valued at $ 2,000

for services rendered.

Subsequent to the six months ending June 30, 2026, the company issued 3,000,000 shares of common stock for cash of $ 3,000 .

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