What changed in this filing

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Item 1. Financial Statements

2025-04-14 compared with 2024-10-22 · 335 added, 266 removed, 51 unchanged (92% of the section changed)

FINANCIAL STATEMENTS

M2i GLOBAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

and other current assets

February 28, 2025

November 30, 2024

Current assets

and Stockholders’ (Deficit)

payable and accrued expenses

note, net of discount

Prepaids and other current assets

Total current assets

Liabilities and Stockholders’ (Deficit)

Current liabilities

Accounts payable and accrued expenses

Accounts payable and accrued expenses - related party

Accounts payable and accrued expenses

Loan payable - D&O insurance

Convertible note, net of discount

Promissory note

Related party loan

Total current liabilities

Total Liabilities

Stockholders’ (deficit)

stock, authorized 100,000 shares, $ .001 par value, 100,000 and 100,000 shares issued and outstanding, respectively

stock, authorized 1,000,000,000 shares, $ .001 par value, 517,667,025 and 514,333,691 shares issued and outstanding at August 31,

2024 ended November 30, 2023, respectively

paid in capital

Accumulated (deficit)

Preferred stock, authorized 100,000 shares, $ .001 par value, 100,000 and 100,000

shares issued and outstanding, respectively

Common stock, authorized 1,000,000,000 shares, $ .001 par value, 612,654,525 and

581,704,525 shares issued and outstanding at February 28, 2025 and November 30, 2024, respectively

Treasury stock

Additional paid in capital

Accumulated earnings (deficit)

( 7,352,807 )

( 6,001,182 )

stockholders’ (deficit)

Total stockholders’ (deficit)

( 3,316,992 )

( 2,532,472 )

liabilities and stockholders’ deficit

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

Total liabilities and stockholders’ (deficit)

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements

M2i GLOBAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

and administrative

and professional

February 28, 2025

February 29, 2024

Three Months Ended

February 28, 2025

February 29, 2024

Operating expenses

from operations

( 1,446,398 )

( 2,740,543 )

General and administrative

Legal and professional

Total operating expenses

Loss from operations

( 1,337,835 )

Other expense

$ ( 737,400 )

$ ( 1,446,398 )

Interest expense

Total other expense

$ ( 1,351,625 )

$ ( 699,100 )

average shares outstanding - basic

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

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

Loss per share

Weighted average shares outstanding - basic

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements

M2i GLOBAL, INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’

For the Three Months Ended February 28, 2025 and

February 29, 2024

Treasury Stock

Paid in Capital

(Deficit) Equity

Preferred Shares

Common Shares

Stockholders’

at November 30, 2023

$ ( 435,000 )

$ ( 2,113,921 )

$ ( 1,038,946 )

purchased from shareholder

( 50,000,000 )

received for shares to be issued

at February 29, 2024

$ ( 435,000 )

$ ( 2,813,021 )

$ ( 1,191,596 )

issued for cash

to be purchased from shareholders

received for shares to be issued

( 1,374,590 )

at May 31, 2024

Treasury Stock

Paid in Capital

(Deficit) Equity

Balance at November 30, 2024

$ ( 435,000 )

1 unchanged sentence

$ ( 2,532,472 )

issued for cash

issued for contract agreements

Shares issued for cash received

Shares issued for services

Cash received for shares to be issued

( 1,351,625 )

received for shares to be issued

at August 31, 2024

( 1,351,625 )

Balance at February 28, 2025

$ ( 435,000 )

$ ( 7,352,807 )

at November 30, 2022

$ ( 3,316,992 )

at February 28, 2023

Balance at November 30, 2023

$ ( 435,000 )

issued for cash

of treasury shares

from settlement of related party liabilities

at May 31, 2023

$ ( 2,113,921 )

2 unchanged sentences

$ ( 2,113,921 )

received for subscription receivable

$ ( 1,038,947 )

Shares purchased from shareholder

( 50,000,000 )

at August 31, 2023

Cash received for shares to be issued

Balance at February 29, 2024

$ ( 435,000 )

4 unchanged sentences

$ ( 1,191,597 )

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

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements

M2i GLOBAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

flows from operating activities

$ ( 2,811,090 )

February 29, 2025

February 29, 2024

Three Months Ended

February 29, 2025

February 29, 2024

Cash flows from operating activities

$ ( 1,351,625 )

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

of note discount

in operating assets and liabilities

expenses and other current assets

payable and accrued expenses

payroll - related party

cash used in operating activities

$ ( 699,100 )

flows from financing activities

received for shares issued

received for shares to be issued

for cancelled shares

from related party loan

on related party loan

cash provided by financing activities

increase (decrease) in cash

beginning of period

end of period

paid for income taxes

paid for interest

schedule for non-cash investing and financing activities

from settlement of related party liabilities

issue discount on convertible note

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

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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.

Adjustments to reconcile net loss to net cash used in

operating activities:

Amortization of note discount

Shares issued for services

Changes in operating assets and liabilities

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Accounts payable and accrued expenses-related party

Net cash used in operating activities

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

Cash received for shares issued

Paymnet for cancelled shares

Loan payable - D&O insurance

Repayment of related party loan

Net cash provided by financing activities

Net increase (decrease) in cash

Cash, beginning of period

Cash, end of period

Cash paid for interest

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements

M2i GLOBAL, INC

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

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.

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:

Mining, Processing & Refining:

a business engaged in sourcing, extraction, processing, refining, transporting and selling primary

minerals and metals;

Scrap & Recycling:

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.

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;

Government and Defense Industrial Base:

M2i Government and Defense Industrial Base:

a business engaged in aligning with U.S.

policy to facilitate participation in U.S.

programs such as the creation and management of a Strategic Minerals Reserve as an enhancement of the U.S.

government’s National

Defense Stockpile.

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.

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.

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.

free trade partners with these critical minerals.

Capital also offers comprehensive advisory services.

The Company issued 8,000,000 shares of common stock 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

complete global value supply chain for critical minerals for the U.S.

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

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.

2 – Going Concern

accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting

principles, which contemplate continuation of the Company as a going concern.

The Company had limited revenues and incurred losses during

the nine months ended August 31, 2024 and year ended November 30, 2023.

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.

is anticipated that revenues will be forthcoming within the first or second quarters of the next fiscal year.

assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going

3 — Summary of Significant Accounting Policies

of Presentation

accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted

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

GAAP”) and the interim reporting rules of the Securities and

Exchange Commission (“SEC”).

Certain information and note disclosures normally included in financial statements prepared

in accordance with U.S.

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

they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction

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

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

The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

of Consolidation

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

Intercompany accounts and transactions have been eliminated in consolidation.

Company operates as a single segment.

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.

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.

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.

Note 3 — Summary of Significant Accounting

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”).

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.

and Cash Equivalents

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.

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.

Company evaluates intangible assets and other long-lived assets for possible impairment whenever events or changes in circumstances indicate

that the carrying amount of such assets may not be recoverable.

This includes but is not limited to significant adverse changes in business

climate, market conditions or other events that indicate an asset’s carrying amount may not be recoverable.

Recoverability of these

assets is measured by comparing the carrying amount of each asset to the future cash flows the asset is expected to generate.

cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets

is reduced to fair value.

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

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.

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.

Issuance Costs

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.

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

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

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.

and Diluted Loss Per Share

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.

Company had no additional dilutive securities outstanding at August 31, 2024 or August 31, 2023.

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.

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

Issued Accounting Standards

the nine months ended August 31, 2024, 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.

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.

stated in Note 1, the Company has shifted its focus and is currently pre-revenue.

The Company will recognize revenues in accordance with

4 — Commitments and Contingencies

time to time, the Company may be involved in litigation in the ordinary course of business.

The Company is not currently involved in

any litigation that the Company believes could have a material adverse effect on its financial condition or results of operations.

5 — Equity Transactions

the nine months ended August 31, 2024, the Company repurchased 50,000,000 shares of common stock owned by a shareholder for $ 5,000 .

shares have been cancelled.

the nine months ended August 31, 2024, the Company issued 45,100,000 shares of common stock for cash received of $ 739,140 .

the nine months ended August 31, 2024, the Company received $ 1,034,845 cash for the issuance of 28,637,500 shares of common stock.

shares have not been issued.

the nine months ended August 31, 2024, the Company terminated two consultants which resulted in the cancellation of 11,500,000 shares

pursuant to each of their consulting agreements.

The Company owes $ 1,150 to the consultants for the cancellation of these shares.

the nine months ended August 31, 2024, the Company cancelled 266,666 shares which were issued in error in May 2023 for a value of $ 80,000 .

the nine months ended August 31, 2024, the Company issued 20,000,000 shares per contract agreements with Komodo Capital and NT Minerals

LTD (See Note 1 above) for future considerations.

These shares were valued at $ 2,000 .

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.

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.

income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities

that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which

the differences are expected to affect taxable income.

Valuation allowances are established when necessary to reduce deferred tax assets

to the amount expected to be realized.

Income tax expense is the tax payable or refundable for the period plus or minus the change during

the period in deferred tax assets and liabilities.

In addition, the Company’s management performs

an evaluation of all uncertain income tax positions taken or expected to be taken in the course of preparing the Company’s income

tax returns to determine whether the income tax positions meet a “more likely than not” standard of being sustained under

examination by the applicable taxing authorities.

This evaluation is required to be performed for all open tax years, as defined by the

various statutes of limitations, for federal and state purposes.

If the Company has interest or penalties associated with insufficient

taxes paid, such expenses are reported in income tax expense.

Debt Issuance Costs

The Company accounts for debt issuance costs in accordance

with ASU 2015-03.

This guidance requires direct and incremental costs associated with the issuance of debt instruments such as legal fees,

printing costs and underwriters’ fees, among others, paid to parties other than creditors, are reported and presented as a reduction

of debt on the consolidated balance sheets.

Debt issuance costs and premiums or discounts are

amortized over the term of the respective financing 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

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.

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

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

the nine months ended August 31, 2024, the Company’s accounts payables and accrued expenses increased to $ 1,650,056 from $ 237,143

at the year ended November 30, 2023 for an increase of $ 1,412,913 .

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.

7 — Related Party Transactions

the nine months ended August 31, 2024, the Company’s Executive Chairman loaned the Company $ 127,500 .

The Company repaid $ 516,000

during the same time period.

This loan is recorded as a related party loan on the balance sheet.

At the periods ending August 31, 2024

and November 30 2023, the balance due to the Executive Chairman was $ 211,500 and $ 600,000 , respectively.

This loan has a 7 % interest

During the nine months ended August 31, 2024, the Company recorded $ 29,328 interest expense.

At August 31, 2024, accrued interest

payable due to the loan from the Executive Chairman totaled $ 18,758 .

8 – Note Payable

the nine months ended August 31, 2024, the Company entered into a financing agreement for payment of D&O insurance.

note was $ 104,160 for

During the nine months ended August 31, 2024, the Company paid the downpayment of $ 26,227 and

eight monthly payments of $ 8,265 each.

The note has an interest rate of 12.99 %.

At August 31, 2024, the remaining balance on the loan is $ 11,815 .

9 — Convertible Notes Payable

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

amount of $ 1,080,000 .

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

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.

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 .

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 .

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

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

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

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

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

At the periods ended August 31, 2024 and November

30, 2023, the net balance of the Convertible Note payable was $ 265,000 and $ 250,000 , respectively.

During the nine months ended August

31, 2024, the Company recorded $ 20,250 interest expense and $ 15,000 OID amortization which was recorded as interest expense.

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

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

to the nine months ending August 31, 2024, the Company issued 64,037,500 shares of common stock for cash received of $ 1,268,890 .

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.

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