M2i Global, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS M2i GLOBAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS June 30, 2026 December 31, 2025 unaudited Assets Current assets Cash $ 54,661 $ 515,438 Prepaids and other current assets 36,336 102,068 Total current assets 90,997 617,506 TOTAL ASSETS $ 90,997 $ 617,506 Liabilities and Stockholders’ Equity (Deficit) Current liabilities Accounts payable and accrued expenses $ 991,572 $ 934,276 Accounts payable and accrued expenses - related party 2,391,772 1,867,610 Accounts payable and accrued expenses 2,391,772 1,867,610 Convertible note, net of discount 205,000 230,000 Derivative liability 1,462,937 507,733 Promissory notes 500,000 - Shares unissued liability - 4,137,500 Total current liabilities 5,551,281 7,677,119 Total Liabilities 5,551,281 7,677,119 Commitments and contingencies - 312,500 Stockholders’ deficit Preferred stock, authorized 10,000,000 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 100 100 Series B preferred stock authorized 750 shares , 557 and 0 issued and outstanding at June 30, 2026 and December 31, 2025, respectively 1 - Preferred stock, value 1 - 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 824,075 716,022 Treasury stock ( 435,000 ) ( 435,000 ) Additional paid in capital 10,640,321 5,964,871 Accumulated deficit ( 16,489,781 ) ( 13,618,106 ) Total stockholders’ deficit ( 5,460,284 ) ( 7,372,113 ) Total liabilities and stockholders’ deficit $ 90,997 $ 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) Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Operating expenses General and administrative 385,228 255,198 756,817 610,119 Legal and professional 1,284,891 1,112,298 2,926,033 1,807,138 Total operating expenses 1,670,119 1,367,496 3,682,850 2,417,257 Loss from operations ( 1,670,119 ) ( 1,367,496 ) ( 3,682,850 ) ( 2,417,257 ) Other income (expense) Gain on extinguishment of debt 350,263 - 350,263 - Gain (loss) on derivative liability 363,357 - 508,908 - Interest expense ( 29,194 ) ( 55,243 ) ( 47,996 ) ( 69,125 ) Total other income (expense) 684,426 ( 55,243 ) 811,175 ( 69,125 ) Net Loss $ ( 985,693 ) $ ( 1,422,739 ) $ ( 2,871,675 ) $ ( 2,486,382 ) Loss per share $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) Weighted average shares outstanding - basic 791,974,572 637,201,539 761,818,087 618,520,151 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 4 M2i GLOBAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT For the Three and Six Months Ended June 30, 2026 and June 30, 2025 (Unaudited) Series Amount Series Amount Shares Amount Stock Capital Deficit Deficit Additional Total Preferred Shares Common Shares Treasury Paid in Accumulated Stockholders’ Series A Shares Amount Series B 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 ) Shares issued for cash received - - - - 32,188,333 32,188 - 203,779 - 235,967 Shares issued for services - - - - 5,476,139 5,476 - 245,496 - 250,972 Shares issued for cash received - - 599 1 - - - 4,625,856 - 4,625,857 Derivative valuation of issued warrants - - - - - - - ( 1,584,374 ) - ( 1,584,374 ) Shares issued for conversion of preferred shares - - ( 42 ) - 24,942,445 24,942 - ( 24,942 ) - - Amortization of deferred stock based compensation - - - - - - - 83,333 - 83,333 Shares issued for conversion of convertible note - - - - 1,285,519 1,286 - 17,380 - 18,666 Net loss - - - - - - - - ( 985,693 ) ( 985,693 ) Balance at June 30, 2026 100,000 $ 100 557 $ 1 824,074,734 $ 824,075 $ ( 435,000 ) $ 10,640,321 $ ( 16,489,781 ) $ ( 5,460,284 ) Balance At December 31, 2024 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 ) Shares issued for cash - - - - 10,431,177 10,431 - 359,969 - 370,400 Shares issued for services - - - - 54,700,000 54,700 - 175,078 - 229,778 Cash received for shares to be issued - - - - - - - 1,154,600 - 1,154,600 Net loss - - - - - - - - ( 1,422,739 ) ( 1,422,739 ) Balance at June 30, 2025 100,000 $ 100 - $ - 678,885,702 $ 678,886 $ ( 435,000 ) $ 5,671,863 $ ( 9,105,021 ) $ ( 3,189,172 ) Balance 100,000 100 - $ - 678,885,702 $ 678,886 $ ( 435,000 ) $ 5,671,863 $ ( 9,105,021 ) $ ( 3,189,172 ) 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) June 30, 2026 June 30, 2025 Six Months Ended June 30, 2026 June 30, 2025 Cash flows from operating activities Net loss $ ( 2,871,675 ) $ ( 2,486,382 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization 166,666 - Shares issued for services 540,000 229,778 Shares to be issued for expenses 2,500 - (Gain) on extinguishment of debt ( 350,263 ) - (Gain) loss on derivative liability ( 508,908 ) - Changes in operating assets and liabilities Prepaid expenses and other current assets 65,732 35,472 Accounts payable and accrued expenses 781,637 429,612 Accounts payable and accrued expenses-related party 524,161 268,893 Net cash used in operating activities ( 1,650,150 ) ( 1,522,627 ) Cash flows from financing activities Cash received for shares issued 689,373 1,154,600 Cash received for shares to be issued - 625,262 Proceeds from promissory loans 500,000 - Loan payable - D&O insurance - 35,158 Repayment of related party loan - ( 87,896 ) Net cash provided by financing activities 1,189,373 1,727,124 Net increase (decrease) in cash $ ( 460,777 ) $ 204,497 Cash, beginning of period 515,438 36,022 Cash, end of period $ 54,661 $ 240,519 Supplemental schedule for non-cash financing activities Settlement of outstanding payables for Series B preferred shares $ 718,358 - Conversion of convertible debt $ 30,984 - Settlement of continency for common shares $ 312,500 - Series B preferred stock and warrants issued in settlement of shares $ 4,137,500 - 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 M2i Global, Inc. (formerly known as “Inky Inc.”) (the “Company”) was incorporated in the State of Nevada on June 12, 2018. 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.”. 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 supplying the U.S. government and U.S. free trade partners with these critical minerals. Komodo Capital also offers comprehensive advisory services. The Company issued 8.0 million 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 12.0 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. 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. On 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. 7 Note 2 – Going Concern The accompanying unaudited consolidated condensed financial statements have been prepared in conformity with generally accepted accounting 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. Management 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. The 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. 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 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. 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 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 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. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, U.S. Minerals and Metals Corp. (“USMM”). All intercompany balances and transactions have been eliminated in consolidation. 8 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 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. 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. Under 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. 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. 9 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. The Company will amortize the debt discount over the life of the convertible notes as additional non-cash expense utilizing the effective interest rate. Warrants The 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. 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 represents shares of the Company’s common stock that have been issued and subsequently reacquired by the Company. Treasury stock is recorded at cost and presented as a reduction of stockholders’ deficit. 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. Retrospective application is permitted. The Company is currently evaluating the ASU to determine its impact on the Company’s disclosure. 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. 10 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 six months ended June 30, 2026 at a value of $ 312,500 . There is no further obligation outstanding. Note 5 – Accounts Payable and Accrued Expenses During 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. 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 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 interest. At the periods ending June 30, 2026 and December 31, 2025, the accrued interest payable due for unpaid consultant fees was $ 69,847 and $ 45,480 , respectively. 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 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 interest. At the periods ending June 30, 2026 and December 31, 2025, the accrued interest payable due for unpaid consultant fees was $ 26,756 and $ 18,230 , respectively. 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 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. 11 The Company reimburses related party business expenses. 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 . As 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. Note 7 — Debt Convertible Note Payable On 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 30, 2026. 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. At June 30, 2026, the remaining principal balance is $ 205,000 . During 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 During the six months ending June 30, 2026, the Company executed six Promissory Notes with separate individuals for a total of $ 500,000 (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. During 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. Note 8 — Derivative Valuation Convertible Note In 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 value. 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. 12 During 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 $ 507,733 (Gain) loss on change in fair value 133,083 Derivative liability at June 30, 2026 $ 374,650 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 six months ended June 30, 2026 is as follows: Schedule of Valuation Methodology and Significant Unobservable Income Used for the Company’s Derivative Liability Stock price at valuation date $ .03 Risk free interest rate 3.92 % Stock volatility factor 139 % Contractual terms (in years) 0.18 Warrants During the six months ended June 30, 2026, the Company issued 55,166,667 warrants to shareholders of the Company’s Series B Preferred Shares. 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. During the six months ended June 30, 2026, the Company had the following activity in the derivative liability account for the warrants: Schedule of Activity in the Derivative Liability Account Derivative liability at December 31, 2025 $ - (Gain) loss on change in fair value 1,088,287 Derivative liability at June 30, 2026 $ 1,088,287 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 six months ended June 30, 2026 is as follows: Schedule 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) 5 Note 9 — Stockholders’ 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 $ 0.001 par value. 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. Preferred Stock Shares Issued for Cash During 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 Stock. (See Footnote 8) During 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. Common Stock Shares Issued for Cash During the six months ended June 30, 2026, the Company issued 40,053,167 shares of common stock for cash received of $ 684,900 . 13 Shares Issued for Services During the six months ended June 30, 2026, the Company issued 28,411,342 shares of common stock for services rendered valued at $ 547,972 . Convertible Note Payable Conversion During 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 During 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. Subsequent 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. Accordingly, 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 Shares During the six months ended June 30, 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 six months ended June 30, 2026, there was $ 166,666 amortization recorded. Subscription Receivable As 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. This subscription receivable is an offset to Additional Paid in Capital. Shares Cancelled During 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. The Company cancelled the shares because of this challenge. 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. On 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 . Subsequent 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 . Subsequent to the six months ending June 30, 2026, the Company cancelled 24,942,445 shares of common stock valued at $ 396,585 . (See Note 9) Subsequent 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. (See Note 7) Subsequent 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. (See Note 7) Subsequent 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 . 14