Cover
Cover | 9 Months Ended |
Aug. 31, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | M2i GLOBAL, INC. |
Entity Central Index Key | 0001753373 |
Entity Tax Identification Number | 37-1904036 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 885 Tahoe Blvd |
Entity Address, City or Town | Incline Village |
Entity Address, State or Province | NV |
Entity Address, Postal Zip Code | 89451 |
City Area Code | (775) |
Local Phone Number | 909-6000 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 885 Tahoe Blvd. |
Entity Address, City or Town | Incline Village |
Entity Address, State or Province | NV |
Entity Address, Postal Zip Code | 89451 |
City Area Code | (775) |
Local Phone Number | 909-6000 |
Contact Personnel Name | Doug Cole |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet - USD ($) | Aug. 31, 2023 | Nov. 30, 2022 | Nov. 30, 2021 |
CURRENT ASSETS | |||
Cash and equivalents | $ 44,914 | $ 114 | $ 114 |
Prepaids and other current assets | 13,767 | 19,342 | |
Total current assets | 44,914 | 13,881 | 19,456 |
Intangible assets | 111,970 | ||
TOTAL ASSETS | 44,914 | 125,851 | 19,456 |
CURRENT LIABILITIES | |||
Accounts payable and accrued expenses | 908,748 | 476 | 1,619 |
Accrued payroll - related party | 49,000 | ||
Related party loan | 200,000 | 72,774 | 38,394 |
Total current liabilities | 1,108,748 | 122,250 | 40,013 |
Total Liabilities | 1,108,748 | 122,250 | 40,013 |
STOCKHOLDERS’ EQUITY (DEFICIT) | |||
Preferred stock, 100,000 shares authorized, $0.001 par value, 100,000 and -0- shares issued and outstanding, respectively | 100 | ||
Common stock, value | 514,334 | 7,105 | 5,092 |
Subscription receivable | (30,975) | ||
Treasury stock | (435,000) | ||
Additional paid in capital | 1,024,995 | 120,255 | 31,668 |
Accumulated deficit | (2,137,288) | (123,759) | (57,317) |
Total Stockholders’ Equity (Deficit) | (1,063,834) | 3,601 | (20,557) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 44,914 | $ 125,851 | $ 19,456 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheet (Parenthetical) - $ / shares | Aug. 31, 2023 | May 16, 2023 | Dec. 31, 2022 | Nov. 30, 2022 | Dec. 31, 2021 | Nov. 30, 2021 |
Statement of Financial Position [Abstract] | ||||||
Preferred stock, shares authorized | 100,000 | 100,000 | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares issued | 100,000 | 0 | ||||
Preferred stock, shares outstanding | 100,000 | 0 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 75,000,000 | 75,000,000 | ||
Common stock, shares issued | 514,333,691 | 7,105,357 | 7,105,357 | 4,654,200 | 5,092,023 | |
Common stock, shares outstanding | 514,333,691 | 7,105,357 | 7,105,357 | 4,654,200 | 5,092,023 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | Nov. 30, 2022 | Nov. 30, 2021 | |
Income Statement [Abstract] | ||||||
INCOME | $ 1,000 | |||||
REVENUE | $ 3,400 | 1,000 | ||||
Cost of revenues | ||||||
Gross (Loss) profit | 1,000 | |||||
OPERATING EXPENSES | ||||||
General and administrative | 1,446,398 | 23,364 | 1,921,863 | 47,635 | 67,442 | 17,837 |
Total Operating Expenses | 1,446,398 | 23,364 | 1,921,863 | 47,635 | 67,442 | 17,837 |
Loss from Operations | (1,446,398) | (23,364) | (1,918,463) | (47,635) | ||
OTHER INCOME (EXPENSE) | ||||||
Impairment of assets | (94,952) | |||||
Other expense | (114) | |||||
Loss before Income Taxes | (1,446,398) | (23,364) | (2,013,529) | (47,635) | (66,442) | (17,837) |
Income tax expense | ||||||
Net Loss | $ (1,446,398) | $ (23,364) | $ (2,013,529) | $ (47,635) | $ (66,442) | $ (17,837) |
Weighted average shares outstanding - basic | 514,333,691 | 5,092,023 | 205,183,575 | 5,092,023 | 5,092,023 | 5,092,023 |
Weighted average shares outstanding, diluted | 5,092,023 | 5,092,023 | ||||
Net loss per share - basic | $ 0 | $ 0 | $ (0.01) | $ 0 | $ (0.01) | $ 0 |
Diluted net loss per share | $ (0.01) | $ 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Subscription Receivable [Member] | Treasury Stock, Common [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Nov. 30, 2020 | $ 4,654 | $ 18,972 | $ (39,480) | $ (15,854) | |||
Balance, shares at Nov. 30, 2020 | 4,654,200 | ||||||
Shares issued for cash | $ 438 | 12,696 | 13,134 | ||||
Shares issued for cash, shares | 437,823 | ||||||
Net income (loss) | (17,837) | (17,837) | |||||
Balance at Nov. 30, 2021 | $ 5,092 | 31,668 | (57,317) | (20,557) | |||
Balance, shares at Nov. 30, 2021 | 5,092,023 | ||||||
Net income (loss) | (11,501) | (11,501) | |||||
Balance at Feb. 28, 2022 | $ 5,092 | 31,668 | (68,818) | (32,058) | |||
Balance, shares at Feb. 28, 2022 | 5,092,023 | ||||||
Balance at Nov. 30, 2021 | $ 5,092 | 31,668 | (57,317) | (20,557) | |||
Balance, shares at Nov. 30, 2021 | 5,092,023 | ||||||
Net income (loss) | (47,635) | ||||||
Balance at Aug. 31, 2022 | $ 5,092 | 31,668 | (104,952) | (68,192) | |||
Balance, shares at Aug. 31, 2022 | 5,092,023 | ||||||
Balance at Nov. 30, 2021 | $ 5,092 | 31,668 | (57,317) | (20,557) | |||
Balance, shares at Nov. 30, 2021 | 5,092,023 | ||||||
Net income (loss) | (66,442) | (66,442) | |||||
Issuance of common stock for intangible assets | $ 2,013 | 88,587 | 90,600 | ||||
Issuance of common stock for intangible assets, shares | 2,013,334 | ||||||
Balance at Nov. 30, 2022 | $ 7,105 | 120,255 | (123,759) | 3,601 | |||
Balance, shares at Nov. 30, 2022 | 7,105,357 | ||||||
Balance at Feb. 28, 2022 | $ 5,092 | 31,668 | (68,818) | (32,058) | |||
Balance, shares at Feb. 28, 2022 | 5,092,023 | ||||||
Net income (loss) | (12,770) | (12,770) | |||||
Balance at May. 31, 2022 | $ 5,092 | 31,668 | (81,588) | (44,828) | |||
Balance, shares at May. 31, 2022 | 5,092,023 | ||||||
Net income (loss) | (23,364) | (23,364) | |||||
Balance at Aug. 31, 2022 | $ 5,092 | 31,668 | (104,952) | (68,192) | |||
Balance, shares at Aug. 31, 2022 | 5,092,023 | ||||||
Balance at Nov. 30, 2022 | $ 7,105 | 120,255 | (123,759) | 3,601 | |||
Balance, shares at Nov. 30, 2022 | 7,105,357 | ||||||
Net income (loss) | (27,991) | (27,991) | |||||
Balance at Feb. 28, 2023 | $ 7,105 | 120,255 | (151,750) | (24,390) | |||
Balance, shares at Feb. 28, 2023 | 7,105,357 | ||||||
Balance at Nov. 30, 2022 | $ 7,105 | 120,255 | (123,759) | 3,601 | |||
Balance, shares at Nov. 30, 2022 | 7,105,357 | ||||||
Shares issued for cash, shares | 507,228,334 | ||||||
Net income (loss) | (2,013,529) | ||||||
Balance at Aug. 31, 2023 | $ 100 | $ 514,334 | (30,975) | (435,000) | 1,024,995 | (2,137,288) | (1,063,834) |
Balance, shares at Aug. 31, 2023 | 100,000 | 514,333,691 | |||||
Balance at Feb. 28, 2023 | $ 7,105 | 120,255 | (151,750) | (24,390) | |||
Balance, shares at Feb. 28, 2023 | 7,105,357 | ||||||
Shares issued for cash | $ 100 | $ 507,229 | (287,648) | 758,147 | 977,828 | ||
Shares issued for cash, shares | 100,000 | 507,228,334 | |||||
Net income (loss) | (539,140) | (539,140) | |||||
Purchase of treasury shares | (435,000) | (435,000) | |||||
Contribution from settlement of related party liabilities | 146,593 | 146,593 | |||||
Balance at May. 31, 2023 | $ 100 | $ 514,334 | (287,648) | (435,000) | 1,024,995 | (690,890) | 125,891 |
Balance, shares at May. 31, 2023 | 100,000 | 514,333,691 | |||||
Net income (loss) | (1,446,398) | (1,446,398) | |||||
Cash received for subscription receivable | 256,673 | 256,673 | |||||
Balance at Aug. 31, 2023 | $ 100 | $ 514,334 | $ (30,975) | $ (435,000) | $ 1,024,995 | $ (2,137,288) | $ (1,063,834) |
Balance, shares at Aug. 31, 2023 | 100,000 | 514,333,691 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Nov. 30, 2022 | Nov. 30, 2021 | |
Cash flows from operating activities | ||||
Net loss | $ (2,013,529) | $ (47,635) | $ (66,442) | $ (17,837) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 20,503 | |||
Impairment of assets | 94,952 | |||
Write off assets | 114 | |||
Changes in operating assets and liabilities | ||||
Prepaid expenses | 13,767 | 5,375 | 5,575 | (18,963) |
Accrued payroll - related party | 16,500 | 31,500 | 49,000 | |
Accounts payable and accrued expenses | 912,991 | 250 | (1,143) | 1,619 |
Net cash used in operating activities | (954,702) | (10,510) | (13,010) | (35,181) |
Cash flows from investing activities | ||||
Purchase of intangible assets | (21,370) | |||
Website development costs | (6,310) | |||
Net cash used in investing activities | (6,310) | (21,370) | ||
Cash flows from financing activities | ||||
Proceeds from the issuance stock | 1,234,501 | 13,134 | ||
Treasury stock repurchase | (435,000) | |||
Related party loan | 200,000 | 16,880 | 34,380 | 10,849 |
Net cash provided by financing activities | 999,501 | 16,880 | 34,380 | 23,983 |
Net increase (decrease) in cash | 44,800 | (11,198) | ||
Cash, beginning of period | 114 | 114 | 114 | 11,312 |
Cash, end of period | 44,914 | 114 | 114 | 114 |
Cash paid for: | ||||
Taxes | ||||
Interest Expense | ||||
Cash paid for income tax | ||||
Non-Cash Investing and Financing Activities | ||||
Common stock issued for intangible assets | $ 90,600 | |||
Contribution from settlement of related party liabilities | $ 146,593 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended | 12 Months Ended |
Aug. 31, 2023 | Nov. 30, 2022 | |
Accounting Policies [Abstract] | ||
Description of Organization and Business Operations | 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 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 units as set forth below: ● M2i Minerals and Metals: a business engaged in sourcing, extraction, processing, transporting, trading, and selling primary minerals and metals; ● M2i Recycling: a business engaged in the collection, processing, transporting, trading, and selling of scrap, recycled, and reused metals; and ● M2i Government and Policy: a business engaged in aligning USMM’s business 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. | Note 1 — Description of Organization and Business Operations Inky is a startup corporation, registered under the laws in the State of Nevada on June 12, 2018. The company (“we,” “us,” or the “Company”) plans to develop, publish and market mobile software application for smartphones and tablet devices (“Apps”). It is an ‘augmented reality’ (AR) app aiming to help users decide what and where to ink without having to regret the tattoo after the fact. The app includes a selection of tattoo sketches by different artists that can be virtually placed via smartphone-powered AR. A user gets to try on a virtual tattoo on their body in real-time. Our principal executive office is located at 24 Penteliss, Limassol 4102, Cyprus. The Company’s functional and reporting currency is the U.S. dollar. |
Going Concern
Going Concern | 9 Months Ended | 12 Months Ended |
Aug. 31, 2023 | Nov. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going Concern | 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 period ended August 31, 2023 and year ended November 30, 2022. 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 third or fourth quarters of the current 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 2 – Going Concern The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. As a startup company, the Company had limited revenues and incurred losses as of November 30, 2022. The Company currently has limited working capital and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Aug. 31, 2023 | Nov. 30, 2022 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 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 financial statements include the accounts of the Company, including its wholly owned subsidiary, USMM. Intercompany accounts and transactions have been eliminated in consolidation. 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 debt instruments and other short-term investments with 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 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. The Company evaluates and tests the recoverability of its goodwill for impairment at least annually during its fourth quarter of each fiscal year or more often if and when circumstances indicate that goodwill may not be recoverable. During the period ended August 31, 2023, as a result in the shift in the Company’s operations, the Company determined its intangible assets, prepaid expenses and other current assets were impaired resulting in an impairment expense totaling $ 94,952 Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when management assesses that it is probable that a liability has been incurred and the amount can be reasonably estimated. Income Taxes In accordance with FASB ASC Topic 740, “Income Taxes,” the Company provides for the recognition of deferred tax assets if realization of such assets is more likely than not. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. In addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes. If the Company has interest or penalties associated with insufficient taxes paid, such expenses are reported in income tax expense. 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 August 31, 2023 or August 31, 2022. Recently Issued Accounting Standards During the period ended August 31, 2023, 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. | Note 3 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. The Company’s year-end is November 30. Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. As of November 30, 2022 and 021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s 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 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 investments with the original maturities of three months or less to be cash equivalents. The Company had $ 114 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of November 30, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of November 30, 2022, and November 30, 2021, no amounts have been accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. INKY NOTES TO THE FINANCIAL STATEMENTS NOVEMBER 30, 2022 AND 2021 Note 3 — Summary of Significant Accounting Policies Research and Development Policy ASC 730, “Research and Development”, addresses the proper accounting and reporting for research and development costs. It identifies those activities that are to be identified as research and development, the elements of costs that shall be identified with research and development activities, the accounting for these costs, and the financial statement disclosures related to them. Costs and expenses that can be clearly identified as research and development are charged to expense as incurred. Software Development Policy The Company follows the provisions of ASC 985, “Software”, which requires that all costs incurred be expensed until technological feasibility has been established. Revenue Recognition The Company recognizes revenues in accordance with ASC 606 – Revenue from Contracts with Customers . The Company has introduced a subscription-based service that provides users with access to AI-generated tattoo ideas. As of November 30, 2022, the Company recognized $ 1,000 Recent Accounting Pronouncements The Company reviews new accounting standards as issued. Management has not identified any new standards that it believes will have a significant impact on the Company’s financial statements. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended | 12 Months Ended |
Aug. 31, 2023 | Nov. 30, 2022 | |
Equity [Abstract] | ||
Stockholders’ Equity | Note 5 — Stockholders’ Equity At fiscal year ended November 30, 2022, the total number of shares of all classes of stock which the Company was authorized to issue was 75,000,000 0.001 On May 16, 2023, the Company filed an amendment to the Articles of Incorporation with the State of Nevada to increase the total number of shares authorized issue to 1,000,100,000 1,000,000,000 0.001 100,000 0.001 The Series A Super-Voting Preferred stock vote on the basis of 10,000 votes per share 1 vote per share During the nine months ended August 31, 2023, the Company issued 100,000 507,228,334 1,265,476 30,975 During the nine months ended August 31, 2023, the Company purchased 6,013,334 435,000 At the nine months ended, there were 514,333,691 100,000 | Note 4 – Stockholders’ Equity Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is Seventy-Five Million ( 75,000,000 0.001 During the year ended November 30, 2021, the Company issued 437,823 13,134 0.03 On November 30, 2022, the Company issued 2,013,334 90,600 intangible assets. There were 7,105,357 4,654,200 |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Aug. 31, 2023 | Nov. 30, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 6 — Related Party Transactions During May 2023, the Company’s former CEO, Ioanna Kallidou, forgave liabilities totaling $ 146,593 During August 2023, the Company’s CEO loaned the Company $ 200,000 | Note 5 — Related Party Transactions During the years ended November 30, 2022 and 2021, the Company’s director loaned to the Company $ 34,380 10,849 As of November 72,774 38,394 As of November 49,000 0 |
Prepaid Expenses
Prepaid Expenses | 12 Months Ended |
Nov. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses | Note 6 — Prepaid Expenses As of November 30, 2022 and 2021, the prepaid balance was as follows: Schedule of Prepaid Balance As of November 30, 2022 As of November 30, 2021 Application development $ - $ 18,800 API with the Base 8,000 - Database 5,300 - Prepaid business license fees 467 542 Total prepaid expenses $ 13,767 $ 19,342 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Nov. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 7 – Intangible Assets The Company follows the provisions of ASC 985, Software, which requires that all costs relating to the purchase or internal development and production of software products to be sold, leased or otherwise marketed, be expensed in the period incurred unless the requirements for technological feasibility have been established. The Company amortizes these costs using the straight-line method over the three years. The Company expects to recognize amortization expense of $ 37,323 During the year ended November 30, 2022, the Company acquired software for $ 100,000 11,970 As of November 30, 2022 the Company had intangible assets of $ 111,970 |
Income Tax Provision
Income Tax Provision | 12 Months Ended |
Nov. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Tax Provision | Note 8 – Income Tax Provision Deferred Tax Assets As of November 30, 2022, the Company had net operating loss (“NOL”) carry-forwards for Federal income tax purposes of $ 123,759 . No tax benefit has been recorded with respect to these net operating loss carry-forwards in the accompanying financial statements as the management of the Company believes that the realization of the Company’s net deferred tax assets of approximately $ 25,989 Deferred tax assets consist primarily of the tax effect of NOL carry-forwards which was used to offset tax payable from prior year’s operations. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization. The current valuation of tax allowance is $ 25,989 12,037 INKY NOTES TO THE FINANCIAL STATEMENTS NOVEMBER 30, 2022 AND 2021 Components of deferred tax assets are as follows: Schedule of Components of Deferred Tax Assets For the Year Ended November 30, 2022 For the Year Ended November 30, 2021 Net Deferred Tax Asset Non-Current: Net Operating Loss Carry-Forward $ 123,759 $ 57,317 Effective tax rate 21 % 21 % Expected Income Tax Benefit from NOL Carry-Forward 25,989 12,037 Less: Valuation Allowance (25,989 ) (12,037 ) Deferred Tax Asset, Net of Valuation Allowance $ - $ - Income Tax Provision in the Statement of Operations A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows: Schedule of Effective Income Tax Rate as A Percentage of Income Before Income Taxes For the Year Ended Federal statutory income tax rate 21 % Increase (reduction) in income tax provision resulting from: Net Operating Loss (NOL) carry-forward (21 )% Effective income tax rate 0 % |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Aug. 31, 2023 | Nov. 30, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 7 — Subsequent Events On September 23, 2023, the Company entered into a Letter of Intent to purchase the commercial real estate and all issued and outstanding shares of stock of a salvage, disposal, recycling and scrap business located in Nevada. The purchase price for this transaction is $ 8,000,000 The Company evaluated other subsequent events after August 31, 2023 and determined that there are no other events for which disclosure is required. | Note 9 – Subsequent Events The Company has evaluated all subsequent events through the date when the financial statements were issued to determine if they must be reported. The Company determined that there were no reportable subsequent events to disclose in these financial statements other than those described below. A promissory Note was signed by and between Inky Inc and Ioanna Kallidou, the President and Chief Executive Officer of the Company on December 5, 2022. The Promissory Note was issued in order to repay the debt of the Company to the director in shares. Inky Inc. will issue to Ioanna Kallidou a total of 1,571,400 0.025 39,285 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Aug. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Aug. 31, 2023 | Nov. 30, 2022 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | 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. | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. The Company’s year-end is November 30. |
Basic and Diluted Loss Per Share | 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 August 31, 2023 or August 31, 2022. | Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. As of November 30, 2022 and 021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. |
Use of Estimates | 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. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s 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 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 | Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with 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 | Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $ 114 |
Income Taxes | Income Taxes In accordance with FASB ASC Topic 740, “Income Taxes,” the Company provides for the recognition of deferred tax assets if realization of such assets is more likely than not. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. In addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes. If the Company has interest or penalties associated with insufficient taxes paid, such expenses are reported in income tax expense. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of November 30, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of November 30, 2022, and November 30, 2021, no amounts have been accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. INKY NOTES TO THE FINANCIAL STATEMENTS NOVEMBER 30, 2022 AND 2021 Note 3 — Summary of Significant Accounting Policies |
Research and Development Policy | Research and Development Policy ASC 730, “Research and Development”, addresses the proper accounting and reporting for research and development costs. It identifies those activities that are to be identified as research and development, the elements of costs that shall be identified with research and development activities, the accounting for these costs, and the financial statement disclosures related to them. Costs and expenses that can be clearly identified as research and development are charged to expense as incurred. | |
Software Development Policy | Software Development Policy The Company follows the provisions of ASC 985, “Software”, which requires that all costs incurred be expensed until technological feasibility has been established. | |
Revenue Recognition | Revenue Recognition The Company recognizes revenues in accordance with ASC 606 – Revenue from Contracts with Customers . The Company has introduced a subscription-based service that provides users with access to AI-generated tattoo ideas. As of November 30, 2022, the Company recognized $ 1,000 | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards During the period ended August 31, 2023, 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. | Recent Accounting Pronouncements The Company reviews new accounting standards as issued. Management has not identified any new standards that it believes will have a significant impact on the Company’s financial statements. |
Principles of Consolidation | Principles of Consolidation The accompanying financial statements include the accounts of the Company, including its wholly owned subsidiary, USMM. Intercompany accounts and transactions have been eliminated in consolidation. | |
Impairment Assessment | 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. The Company evaluates and tests the recoverability of its goodwill for impairment at least annually during its fourth quarter of each fiscal year or more often if and when circumstances indicate that goodwill may not be recoverable. During the period ended August 31, 2023, as a result in the shift in the Company’s operations, the Company determined its intangible assets, prepaid expenses and other current assets were impaired resulting in an impairment expense totaling $ 94,952 | |
Commitments and Contingencies | Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when management assesses that it is probable that a liability has been incurred and the amount can be reasonably estimated. |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 12 Months Ended |
Nov. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Balance | As of November 30, 2022 and 2021, the prepaid balance was as follows: Schedule of Prepaid Balance As of November 30, 2022 As of November 30, 2021 Application development $ - $ 18,800 API with the Base 8,000 - Database 5,300 - Prepaid business license fees 467 542 Total prepaid expenses $ 13,767 $ 19,342 |
Income Tax Provision (Tables)
Income Tax Provision (Tables) | 12 Months Ended |
Nov. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Deferred Tax Assets | Components of deferred tax assets are as follows: Schedule of Components of Deferred Tax Assets For the Year Ended November 30, 2022 For the Year Ended November 30, 2021 Net Deferred Tax Asset Non-Current: Net Operating Loss Carry-Forward $ 123,759 $ 57,317 Effective tax rate 21 % 21 % Expected Income Tax Benefit from NOL Carry-Forward 25,989 12,037 Less: Valuation Allowance (25,989 ) (12,037 ) Deferred Tax Asset, Net of Valuation Allowance $ - $ - |
Schedule of Effective Income Tax Rate as A Percentage of Income Before Income Taxes | A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows: Schedule of Effective Income Tax Rate as A Percentage of Income Before Income Taxes For the Year Ended Federal statutory income tax rate 21 % Increase (reduction) in income tax provision resulting from: Net Operating Loss (NOL) carry-forward (21 )% Effective income tax rate 0 % |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | Nov. 30, 2022 | Nov. 30, 2021 | |
Accounting Policies [Abstract] | ||||||
Cash and cash equivalents | $ 44,914 | $ 44,914 | $ 114 | $ 114 | ||
Revenues | 3,400 | $ 1,000 | ||||
Cash FDIC insured amount | 250,000 | 250,000 | ||||
Impairment expense | $ 94,952 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
May 31, 2023 | Aug. 31, 2023 | Aug. 31, 2022 | Nov. 30, 2022 | Nov. 30, 2021 | May 16, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Common stock, shares authorized | 1,000,000,000 | 75,000,000 | 75,000,000 | 1,000,000,000 | ||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Proceeds from common stock | $ 1,234,501 | $ 13,134 | ||||||
Per share price | $ 0.03 | |||||||
Value of common stock issued for intangible assets | $ 90,600 | |||||||
Common stock, shares issued | 514,333,691 | 7,105,357 | 5,092,023 | 7,105,357 | 4,654,200 | |||
Common stock, shares outstanding | 514,333,691 | 7,105,357 | 5,092,023 | 7,105,357 | 4,654,200 | |||
Share authorized | 1,000,100,000 | |||||||
Preferred stock, shares authorized | 100,000 | 100,000 | ||||||
Preferred stock par value | $ 0.001 | $ 0.001 | ||||||
Common stock votes per share | 1 vote per share | |||||||
Preferred stock, shares issued | 100,000 | 0 | ||||||
Subscription receivable | $ 30,975 | |||||||
Preferred stock, shares outstanding | 100,000 | 0 | ||||||
Ioanna Kallidou [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Proceeds from common stock | $ 435,000 | |||||||
Common stock, shares issued | 6,013,334 | |||||||
Super Voting Preferred Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Preferred stock, shares authorized | 100,000 | |||||||
Preferred stock par value | $ 0.001 | |||||||
Preferred stock votes per share | 10,000 votes per share | |||||||
Preferred stock, shares issued | 100,000 | |||||||
Common Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Common stock par value | $ 0.001 | |||||||
Number of shares issued | 507,228,334 | 507,228,334 | 437,823 | |||||
Proceeds from common stock | $ 1,265,476 | $ 13,134 | ||||||
Issuance of common stock for intangible assets | 2,013,334 | |||||||
Value of common stock issued for intangible assets | $ 2,013 | |||||||
Common stock, shares issued | 75,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
May 31, 2023 | Aug. 31, 2023 | Aug. 31, 2022 | Nov. 30, 2022 | Nov. 30, 2021 | |
Related Party Transaction [Line Items] | |||||
Loans payable | $ 200,000 | $ 16,880 | $ 34,380 | $ 10,849 | |
Ioanna Kallidou [Member] | |||||
Related Party Transaction [Line Items] | |||||
Forgave liabilities | $ 146,593 | ||||
Chief Executive Officer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Loans payable | $ 200,000 | ||||
Director [Member] | |||||
Related Party Transaction [Line Items] | |||||
Loan to director | 34,380 | 10,849 | |||
Outstanding loan | 72,774 | 38,394 | |||
Payroll liability | $ 49,000 | $ 0 |
Schedule of Prepaid Balance (De
Schedule of Prepaid Balance (Details) - USD ($) | Aug. 31, 2023 | Nov. 30, 2022 | Nov. 30, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Application development | $ 18,800 | ||
API with the Base | 8,000 | ||
Database | 5,300 | ||
Prepaid business license fees | 467 | 542 | |
Total prepaid expenses | $ 13,767 | $ 19,342 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | Aug. 31, 2023 | Nov. 30, 2022 | Nov. 30, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 37,323 | ||
Company acquired software | 100,000 | ||
Capitalized website development costs | 11,970 | ||
Intangible assets | $ 111,970 |
Schedule of Components of Defer
Schedule of Components of Deferred Tax Assets (Details) - USD ($) | 12 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Net Operating Loss Carry-Forward | $ 123,759 | $ 57,317 |
Federal statutory income tax rate | 21% | 21% |
Expected Income Tax Benefit from NOL Carry-Forward | $ 25,989 | $ 12,037 |
Less: Valuation Allowance | (25,989) | (12,037) |
Deferred Tax Asset, Net of Valuation Allowance |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate as A Percentage of Income Before Income Taxes (Details) | 12 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | 21% | 21% |
Federal statutory income tax rate | (21.00%) | |
Federal statutory income tax rate | 0% |
Income Tax Provision (Details N
Income Tax Provision (Details Narrative) - USD ($) | Nov. 30, 2022 | Nov. 30, 2021 |
Income Tax Disclosure [Abstract] | ||
Federal income tax | $ 123,759 | $ 57,317 |
Net deferred tax assets | 25,989 | |
Valuation allowance | $ 25,989 | $ 12,037 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Sep. 23, 2023 | Dec. 05, 2022 | Nov. 30, 2021 |
Subsequent Event [Line Items] | |||
Conversion shares issued price per share | $ 0.03 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Purchase price of expected business acquisition | $ 8,000,000 | ||
Subsequent Event [Member] | Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Conversion shares issued | 1,571,400 | ||
Conversion shares issued price per share | $ 0.025 | ||
Value of conversion shares issued | $ 39,285 |