M2i Global, Inc. 10-Q

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