M2i Global, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 333-229748 M2i GLOBAL, INC. (Exact name of registrant as specified in its charter) Nevada 37-1904036 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 885 Tahoe Blvd. Incline Village , NV 89451 (Address of Principal Executive Offices) (Zip Code) (775) 909-6000 (Registrant’s telephone number, including area code) 3827 S Carson St. , P.O. Box 40 Carson City , NV 89701 (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated Filer ☐ Smaller reporting company ☒ Accelerated Filer ☐ Emerging growth company ☒ Non-accelerated Filer ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. The number of shares of Common Stock, par value $ 0.001 per share, outstanding as of April 11, 2025 was 613,754,525 . Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered None N/A N/A M2i GLOBAL, INC. Index Pg. No. PART I — Financial Information 3 Item 1. Financial Statements 3 Condensed Consolidated Balance Sheets as of February 28, 2025 (Unaudited) and November 30, 2024 3 Condensed Consolidated Statements of Operations for the Nine Months Ended February 28, 2025 and 2024 (Unaudited) 4 Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Nine Months Ended February 28, 2025 and 2024 (Unaudited) 5 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended February 28, 2025 and 2024 (Unaudited) 6 Notes to Condensed Consolidated Financial Statements (Unaudited) 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 12 Item 3. Quantitative and Qualitative Disclosures about Market Risk 13 Item 4. Controls and Procedures 14 PART II — Other Information 15 Item 1. Legal Proceedings 15 Item 1A. Risk Factors 15 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15 Item 3. Defaults Upon Senior Securities 15 Item 4. Mine Safety Disclosures 15 Item 5. Other Information 15 Item 6. Exhibits 15 SIGNATURES 16 2 PART 1 — FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS M2i GLOBAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) February 28, 2025 November 30, 2024 unaudited Assets Current assets Cash $ 21,929 $ 80,281 Prepaids and other current assets 97,046 5,139 Total current assets 118,975 85,420 TOTAL ASSETS $ 118,975 $ 85,420 Liabilities and Stockholders’ (Deficit) Current liabilities Accounts payable and accrued expenses $ 1,590,089 $ 1,058,726 Accounts payable and accrued expenses - related party 1,202,601 950,156 Accounts payable and accrued expenses 1,202,601 950,156 Loan payable - D&O insurance 70,317 - Convertible note, net of discount 270,000 270,000 Promissory note 302,960 302,960 Related party loan - 36,050 Total current liabilities 3,435,967 2,617,892 Total Liabilities 3,435,967 2,617,892 Stockholders’ (deficit) Preferred stock, authorized 100,000 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, 612,654,525 and 581,704,525 shares issued and outstanding at February 28, 2025 and November 30, 2024, respectively 612,655 581,705 Treasury stock ( 435,000 ) ( 435,000 ) Additional paid in capital 3,858,060 3,321,905 Accumulated earnings (deficit) ( 7,352,807 ) ( 6,001,182 ) Total stockholders’ (deficit) ( 3,316,992 ) ( 2,532,472 ) Total liabilities and stockholders’ (deficit) $ 118,975 $ 85,420 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 3 M2i GLOBAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) February 28, 2025 February 29, 2024 Three Months Ended February 28, 2025 February 29, 2024 . Revenue $ - $ - Operating expenses General and administrative 309,200 113,475 Legal and professional 1,028,635 561,710 Total operating expenses 1,337,835 675,185 Loss from operations ( 1,337,835 ) ( 675,185 ) Other expense Interest expense 13,790 23,915 Total other expense 13,790 23,915 Net Loss $ ( 1,351,625 ) $ ( 699,100 ) Loss per share $ ( 0.00 ) $ ( 0.00 ) Weighted average shares outstanding - basic 589,787,492 513,784,240 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 February 28, 2025 and February 29, 2024 (Unaudited) Shares Amount Shares Amount Treasury Stock Paid in Capital Deficit (Deficit) Equity Preferred Shares Common Shares Additional Accumulated Total Stockholders’ Shares Amount Shares Amount Treasury Stock Paid in Capital Deficit (Deficit) Equity Balance at November 30, 2024 100,000 $ 100 581,704,525 $ 581,705 $ ( 435,000 ) $ 3,321,905 $ ( 6,001,182 ) $ ( 2,532,472 ) Shares issued for cash received - - 28,700,000 28,700 - 173,300 - 202,000 . Shares issued for services 2,250,000 2,250 335,250 337,500 Cash received for shares to be issued - - - - - 27,605 - 27,605 Net loss - - - - - - ( 1,351,625 ) ( 1,351,625 ) Balance at February 28, 2025 100,000 $ 100 612,654,525 $ 612,655 $ ( 435,000 ) $ 3,858,060 $ ( 7,352,807 ) $ ( 3,316,992 ) Balance at November 30, 2023 100,000 $ 100 514,333,691 $ 514,334 $ ( 435,000 ) $ 995,540 $ ( 2,113,921 ) $ ( 1,038,947 ) Balance 100,000 $ 100 514,333,691 $ 514,334 $ ( 435,000 ) $ 995,540 $ ( 2,113,921 ) $ ( 1,038,947 ) Shares purchased from shareholder - - ( 50,000,000 ) ( 50,000 ) - 45,000 - ( 5,000 ) Cash received for shares to be issued - - - - - 551,450 - 551,450 Net loss - - - - - - ( 699,100 ) ( 699,100 ) Balance at February 29, 2024 100,000 $ 100 464,333,691 $ 464,334 $ ( 435,000 ) $ 1,591,990 $ ( 2,813,021 ) $ ( 1,191,597 ) Balance 100,000 $ 100 464,333,691 $ 464,334 $ ( 435,000 ) $ 1,591,990 $ ( 2,813,021 ) $ ( 1,191,597 ) 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) February 29, 2025 February 29, 2024 Three Months Ended February 29, 2025 February 29, 2024 Cash flows from operating activities Net loss $ ( 1,351,625 ) $ ( 699,100 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of note discount - 5,000 Shares issued for services 337,500 - Changes in operating assets and liabilities Prepaid expenses and other current assets ( 91,908 ) ( 19,927 ) Accounts payable and accrued expenses 531,363 123,106 Accounts payable and accrued expenses-related party 252,445 - Net cash used in operating activities ( 322,225 ) ( 590,921 ) Cash flows from investing activities Purchase of intangible assets - - Net cash used in investing activities - - Cash flows from financing activities Cash received for shares to be issued 27,606 551,450 Cash received for shares issued 202,000 - Paymnet for cancelled shares - ( 5,000 ) Loan payable - D&O insurance 70,317 - Repayment of related party loan ( 36,050 ) 19,500 Net cash provided by financing activities 263,873 565,950 Net increase (decrease) in cash $ ( 58,352 ) $ ( 24,970 ) Cash, beginning of period 80,281 48,197 Cash, end of period $ 21,929 $ 23,226 Cash paid for interest $ - $ 17,351 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 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. Note 2 – Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company had limited revenues and incurred losses during the three months ended February 28, 2025 and year ended November 30, 2024. 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. 7 Note 3 — Summary of Significant Accounting Policies 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 filed with the SEC on Form 10-K. 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 unaudited condensed consolidated financial statements include the accounts of the Company, including its wholly owned subsidiary, USM&M. Intercompany accounts and transactions have been eliminated in consolidation. Segment Reporting The Company operates as a single segment. 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. 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. Impairment Assessment The Company evaluates intangible assets and other long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions or other events that indicate an asset’s carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future cash flows the asset is expected to generate. If the cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. 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. 8 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 arrangement 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. 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. The Company had no additional dilutive securities outstanding at February 28, 2025 or February 29, 2024. 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 During the three months ended February 28, 2025, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial statements. Revenue Recognition Previously, the Company recognized revenues from a subscription-based service that provided users with access to AI generated tattoo ideas. The subscriptions ranged from 14 to 30 days and revenue was recognized under a software as a service (SaaS) model. Revenues were recognized over the subscription period with cash received but not earned recorded as deferred revenue. 9 As stated in Note 1, the Company has shifted its focus and 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 From time to time, the Company may be involved in litigation in the ordinary course of business. The Company is not currently involved in any litigation that the Company believes could have a material adverse effect on its financial condition or results of operations. Note 5 — Equity Transactions During the three months ended February 28, 2025, the Company received $ 229,606 cash for the issuance of 22,153,366 shares of common stock. There remains 153,366 shares of common stock to be issued. During the three months ended February 28, 2025, the Company issued 28,700,000 shares of common stock for cash received of $ 472,400 During the three months ended February 28, 2025, the Company issued 2,250,000 shares of common stock for services rendered. Note 6 – Accounts Payable and Accrued Expenses During the three months ended February 28, 2025, the Company’s accounts payables and accrued expenses increased to $ 1,590,089 from $ 1,058,726 at the year ended November 30, 2024 for an increase of $ 531,363 . The increase was due to the accrual of professional fees, accrued directors fees, and accounts payables as the Company continues to shift its operations a noted in Note 1 above. Note 7 — Related Party Transactions During the three months ended February 28, 2025, the Company repaid $ 36,050 of the loan from the Company’s Executive Chairman. This loan is recorded as a related party loan on the balance sheet. At the periods ending February 28, 2025 and November 30 2024, the balance due to the Executive Chairman was $ 0 and $ 36,050 , respectively. This loan has a 7 % interest rate. During the three months ended February 28, 2025, the Company recorded $ 88 interest expense. At February 28, 2025, accrued interest payable due to the loan from the Executive Chairman totalled $ 21,278 . 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 February 28, 2025, the Company incurred $ 131,001 in expenses related to the consulting agreement. At the three months ended February 28, 2025, $ 524,000 remained unpaid under the agreement. 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 three months ended February 2, 2025, the Company incurred $ 131,001 in expenses related to the consulting agreement. At the three months ended February 28, 2025, $ 216,834 remained unpaid under the agreement. The Company reimburses related party business expenses. During the three months ended February 28, 2025, the Company incurred $ 809 related party business expenses and paid $ 9,503 of previously recorded business expenses. At the three months ended February 28, 2025, the balance due to the Executive Chairman and CFO is $ 90,577 . 10 Note 8 – Note Payable During the three months ended February 28, 2025, the Company entered into a financing agreement for payment of D&O insurance. The total note is $ 102,953 for 10 months. During the three months ended February 28, 2025, the Company paid the downpayment of $ 15,058 and three monthly payments of $ 8,790 each. The note has an interest rate of 10.24 %. At February 28, 2025, the remaining balance on the loan is $ 61,527 . During the fiscal year ended November 30, 2024, the Company entered into a Promissory Note with the former President and CEO who resigned on August 23, 2024 for the amount of $ 302,960 for payment of accumulated unpaid consultant fees. The note, which bears interest at 8 %, is due and payable by October 30, 2025 . During the three months ended February 28, 2025, the Company recorded $ 8,079 interest expense. Note 9 — Convertible Notes Payable In November 2023, the Company executed a series of 10 % Convertible Notes payable to an institutional investor in the aggregate principal amount of $ 1,080,000 . The maturity date is November 30, 2024. Each of the four notes being in the amount of $ 270,000 and containing an original issue discount of $ 20,000 and legal fees of $ 10,000 . On November 28, 2023, the Company received the first tranche amounting to $ 270,000 less $ 20,000 OID and $ 10,000 legal fees with a net receipt of $ 240,000 . At the periods ended February 28, 2025 and November 30, 2024, the net balance of the Convertible Note payable was $ 270,000 and $ 250,000 , respectively. During the nine months ended February 28, 2025, the Company recorded $ 20,250 interest expense and $ 15,000 OID amortization which was recorded as interest expense. 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 end of the fiscal quarter February 28, 2025, the Company issued 1,100,000 shares of common stock for cash received of $ 110,000 . Subsequent to the end of the fiscal quarter February 28, 2025, the Company received cash of $ 10,250 for the issuance of 10,250,000 shares of common stock. These shares have not yet been issued. 11 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our financial statements and related notes appearing elsewhere in this report. This discussion and analysis contain forward looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forward looking statements as a result of certain factors, including but not limited to, those which are not within our control. Overview 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 table 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 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. Recently Issued Accounting Pronouncements Any new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) issued during the three months ended February 28, 2025 and through the filing of this report have been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements. All other new accounting pronouncements issued but not yet effective or adopted have been deemed not to be relevant to us, hence are not expected to have any impact once adopted. 12 Summary of Significant Accounting Policies There have been no changes to the Summary of Significant Accounting Policies described in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2024. Liquidity and Capital Resources At February 28, 2025, the Company had a cash balance of $21,929, as compared to a cash balance of $80,281 at November 30, 2024. The Company incurred negative cash flow from operations of $322,225 for the period ended February 28, 2025, as compared to negative cash flow from operations of $590,921 in the comparable prior year period. The decrease in negative cash flows from operations was primarily from an increase in accounts payable and accrued expenses. Cash flows from financing activities during the period ended February 28, 2025, totaled $263,873, as compared to cash flows from financing activities in the comparable prior year period of $565,950. The decrease in cash provided by financing activities is primarily the result of a decrease of $321,844 in proceeds from the sale of shares of common stock. Going forward, the Company expects capital expenditures to increase significantly as operations are expanded pursuant to its current growth plans. The Company anticipates the requirement to raise significant debt or equity capital in order to fund future operations. Results of Operations Comparison of the Three Months Ended February 28, 2025 and February 29, 2024 For the comparable three months ended February 28, 2025 and February 29, 2024, the Company’s revenues totaled $0. We anticipate the Company’s revenues in upcoming quarters may increase significantly as management attempts to implement the Company’s new business model. For the three months ended February 28, 2025, our operating expenses increased to $1,337,835 compared to $675,185 for the comparable period in 2024. The increase of $662,650 was primarily due to an increase in professional fees. We anticipate future operating expenses to increase with the expansion of operations, resulting in increased expenses related to compensation and professional fees. Off Balance Sheet Arrangements We do not have any off-balance sheet arrangements. Cybersecurity Risk Management and Strategy We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data. Managing Material Risks & Integrated Overall Risk Management We have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making processes at every level. Our management team continuously evaluates and addresses cybersecurity risks in alignment with our business objectives and operational needs. Oversee Third-party Risk Because we are aware of the risks associated with third-party service providers, we have implemented stringent processes to oversee and manage these risks. We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards. The monitoring includes annual assessments of the SOC reports of our providers and implementing complementary controls. This approach is designed to mitigate risks related to data breaches or other security incidents originating from third parties. Risks from Cybersecurity Threats We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing. Item 3. Qualitative and Quantitative Disclosures about Market Risk. We are a smaller reporting company and, therefore, we are not required to provide information required by this item. 13 Item 4. Controls and Procedures. Evaluation of Disclosure Controls and Procedures: Our management carried out an evaluation of the effectiveness and design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the Exchange Act). Based on that evaluation, our Chief Executive Officer has concluded that, at February 28, 2025, such disclosure controls and procedures were not effective. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management including our Chief Executive Officer and Interim Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Limitations on the Effectiveness of Controls: Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Our Chief Executive Officer has concluded, based on their evaluation as of the end of the period covered by this Quarterly Report that our disclosure controls and procedures were not sufficiently effective to provide reasonable assurance that the objectives of our disclosure control system were met. Changes in Internal Control over Financial Reporting There have been no changes in our internal controls over financial reporting that occurred during the period ended February 28, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. In our annual report for the year ended November 30, 2024, we identified the following material weaknesses which are still applicable: ● We do not have an audit committee ● We did not implement appropriate information technology controls Management plans to address these material weaknesses in the coming quarters. 14 PART II – OTHER INFORMATION Item 1. Legal Proceedings. None. Item 1A. Risk Factors. We are a smaller reporting company and, therefore, we are not required to provide information required by this item. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. During the three months ended February 28, 2025, we received proceeds of $229,606 for the issuance of 22,153,366 shares of common stock. Each o f the purchasers of the shares represented to the Company that such purchaser is an “accredited investor” for purposes of Rule 501 of Regulation D. Item 3. Defaults upon Senior Securities. None. Item 4. Mine Safety Disclosures. Not applicable. Item 5. Other Information. None. Item 6. Exhibits. Exhibit No. Description of Document 31.1 * Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934. 31.2 * Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934. 32.1 * Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350). 32.2 * Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350). 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Label Linkbase Document 101.PRE Inline XBRL Taxonomy Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. M2i Global, Inc. (Registrant) Dated April 14, 2025 /s/ Alberto Rosende Alberto Rosende Chief Executive Officer (Principal Executive Officer) M2i Global, Inc. (Registrant) Dated April 14, 2025 /s/ Doug Cole Doug Cole Chief Financial Officer (Principal Financial Officer) 16