M2i Global (MTWO) 10-Q 2024 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 333-229748

M2i GLOBAL, INC.

(Exact name of registrant as specified in its charter)

Nevada	37-1904036
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

885 Tahoe Blvd.
Incline Village, NV	89451
(Address of Principal Executive Offices)	(Zip Code)

(775) 909-6000

(Registrant’s telephone number, including area code)

3827 S Carson St., P.O. Box 40

Carson City, NV 89701

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated Filer	☐	Smaller reporting company	☒
Accelerated Filer	☐	Emerging growth company	☒
Non-accelerated Filer	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. The number of shares of Common Stock, par value $0.001 per share, outstanding as of October 17, 2024 was 581,704,525.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

M2i GLOBAL, INC.

Index

	Pg. No.
PART I — Financial Information	3
Item 1. Financial Statements	3
Condensed Consolidated Balance Sheets as of August 31, 2024 (Unaudited) and November 30, 2023	3
Condensed Consolidated Statements of Operations for the Nine Months Ended August 31, 2024 and 2023 (Unaudited)	4
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Nine Months Ended August 31, 2024 and 2023 (Unaudited)	5
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended August 31, 2024 and 2023 (Unaudited)	6
Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3. Quantitative and Qualitative Disclosures about Market Risk	13
Item 4. Controls and Procedures	13
PART II — Other Information	14
Item 1. Legal Proceedings	14
Item 1A. Risk Factors	14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3. Defaults Upon Senior Securities	14
Item 4. Mine Safety Disclosures	14
Item 5. Other Information	14
Item 6. Exhibits	14
SIGNATURES	15

2

PART 1 — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

M2i GLOBAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	August 31, 2024			November 30, 2023
	unaudited
Assets
Current assets
Cash	$	28,213		$	48,197
Prepaids and other current assets		31,107			-
Total current assets		59,320			48,197
TOTAL ASSETS	$	59,320		$	48,197
Liabilities and Stockholders’ (Deficit)
Current liabilities
Accounts payable and accrued expenses	$	1,650,056		$	237,143
Convertible note, net of discount		265,000			250,000
Note Payable		11,815		$	-
Related party loan		211,500			600,000
Total current liabilities		2,138,371			1,087,143
Total Liabilities		2,138,371			1,087,143
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, 517,667,025 and 514,333,691 shares issued and outstanding at August 31, 2024 ended November 30, 2023, respectively		517,667			514,334
Treasury stock		(435,000	)		(435,000	)
Additional paid in capital		2,763,193			995,541
Accumulated (deficit)		(4,925,011	)		(2,113,921	)
Total stockholders’ (deficit)		(2,079,051	)		(1,038,946	)
Total liabilities and stockholders’ deficit	$	59,320		$	48,197

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

3

M2i GLOBAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended						Nine Months Ended
	August 31, 2024			August 31, 2023			August 31, 2024			August 31, 2023
				.						.
Revenue	$	-		$	-		$	-		$	3,400
Operating expenses
General and administrative		188,079			451,991			797,483			536,449
Legal and professional		528,467			994,407			1,943,060			1,385,528
Impairment of assets		-			-			-			94,952
Total operating expenses		716,546			1,446,398			2,740,543			2,016,929
Loss from operations		(716,546	)		(1,446,398	)		(2,740,543	)		(2,013,529	)
Other expense
Interest expense		20,854			-			70,547			-
Total other expense		20,854			-			70,547			-
Net Loss	$	(737,400	)	$	(1,446,398	)	$	(2,811,090	)	$	(2,013,529	)
Loss per share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Weighted average shares outstanding - basic		554,928,619			514,333,691			531,040,358			205,183,575

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’ EQUITY (DEFICIT)

(unaudited)

																				Total
	Preferred Shares				Common Shares									Additional			Accumulated			Stockholders’
	Shares		Amount		Shares			Amount			Treasury Stock			Paid in Capital			Deficit			Equity (Deficit)
Balance at November 30, 2023		100,000	$	100		514,333,691		$	514,334		$	(435,000	)	$	995,541		$	(2,113,921	)	$	(1,038,946	)
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	)	$	1,591,991		$	(2,813,021	)	$	(1,191,596	)
Shares issued for cash		-		-		37,900,000			37,900			-			133,585			-			171,485
Shares to be purchased from shareholders		-		-		-			-			-			(1,150	)		-			(1,150	)
Cash received for shares to be issued		-		-		-			-			-			50,020			-			50,020
Net loss		-		-		-			-			-			-			(1,374,590	)		(1,374,590	)
Balance at May 31, 2024		100,000	$	100		502,233,691		$	502,234		$	(435,000	)	$	1,774,446		$	(4,187,611	)	$	(2,345,831	)
Shares issued for cash		-		-		7,200,000			7,200			-			8,080			-			15,280
Shares issued for contract agreements		-		-		20,000,000			20,000			-			(18,000	)		-			2,000
Shares Cancelled		-		-		(11,766,666	)		(11,767	)		-			11,767			-			-
Cash received for shares to be issued		-		-		-			-			-			986,900			-			986,900
Net loss		-		-		-			-			-			-			(737,400	)		(737,400	)
Balance at August 31, 2024		100,000	$	100		517,667,025		$	517,667		$	(435,000	)	$	2,763,193		$	(4,925,011	)	$	(2,079,051	)
Balance at November 30, 2022		-	$	-		7,105,357		$	7,105		$	-		$	120,255		$	(123,759	)	$	3,601
Net loss		-		-		-			-			-			-			(27,991	)		(27,991	)
Balance at February 28, 2023		-	$	-		7,105,357		$	7,105		$	-		$	120,255		$	(151,750	)	$	(24,390	)
Shares issued for cash		100,000		100		507,228,334			507,229			-			470,499			-			977,828
Purchase of treasury shares		-		-		-			-			(435,000	)		-			-			(435,000	)
Contribution from settlement of related party liabilities		-		-		-			-			-			146,593			-			146,593
Net loss		-		-		-			-			-			-			(539,140	)		(539,140	)
Balance at May 31, 2023		100,000	$	100		514,333,691		$	514,334		$	(435,000	)	$	737,347		$	(690,890	)	$	125,891
Balance		100,000	$	100		514,333,691		$	514,334		$	(435,000	)	$	737,347		$	(690,890	)	$	125,891
Cash received for subscription receivable		-		-		-			-			-			256,673			-			256,673
Net loss		-		-		-			-			-			-			(1,446,398	)		(1,446,398	)
Balance at August 31, 2023		100,000	$	100		514,333,691		$	514,334		$	(435,000	)	$	994,020		$	(2,137,288	)	$	(1,063,834	)
Balance		100,000	$	100		514,333,691		$	514,334		$	(435,000	)	$	994,020		$	(2,137,288	)	$	(1,063,834	)

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)

	Nine Months Ended
	August 31, 2024			August 31, 2023
Cash flows from operating activities
Net loss	$	(2,811,090	)	$	(2,013,529	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of note discount		15,000			-
Amortization		-			20,503
Impairment of assets		-			95,066
Changes in operating assets and liabilities
Prepaid expenses and other current assets		(17,294	)		13,767
Accounts payable and accrued expenses		1,412,913			912,991
Accrued payroll - related party		-			16,500
Net cash used in operating activities		(1,400,469	)		(954,702	)
Cash flows from financing activities
Cash received for shares issued		739,140			1,234,501
Cash received for shares to be issued		1,034,845			-
Treasury repurchase		-			(435,000	)
Payment for cancelled shares		(5,000	)		-
Proceeds from related party loan		127,500			200,000
Payments on related party loan		(516,000	)		-
Net cash provided by financing activities		1,380,485			999,501
Net increase (decrease) in cash	$	(19,984	)	$	44,800
Cash, beginning of period		48,197			114
Cash, end of period	$	28,213		$	44,914
Cash paid for income taxes	$	-		$	-
Cash paid for interest		-		$	-
Supplemental schedule for non-cash investing and financing activities
Contribution from settlement of related party liabilities	$	-		$	146,593
Original issue discount on convertible note	$	25,000		$	-

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 table devices. During May 2023, the Company became the sole shareholder of U.S. Minerals and Metals Corp., a Nevada corporation (“USMM”) through the issuance of preferred and common shares for cash. Concurrently, the Company shifted its operations to specialization in the development and execution of a complete global value supply chain for critical minerals for the U.S. government and U.S. free trade partners. The Company’s vision is to develop and execute a complete global value supply chain for critical minerals for the United States government and certain trading partners of the United States. To implement this vision, the Company intends to operate three key business divisions as set forth below:

● M2i Mining, Processing & Refining: a business engaged in sourcing, extraction, processing, refining, transporting and selling primary minerals and metals;

● M2i Scrap & Recycling: a business engaged in the collection, processing, transporting and selling of scrap, recycled and reused metals; and

● M2i Government and Defense Industrial Base: a business engaged in aligning with U.S. policy to facilitate participation in U.S. government programs such as the creation and management of a Strategic Minerals Reserve as an enhancement of the U.S. government’s National Defense Stockpile.

On June 30, 2024, the Company and Komodo Capital (“Komodo”), a company specializing in the development and execution of a complete global value supply chain for critical minerals for the U.S. government and U.S. free trade partners, entered into a strategic partnership (the “Strategic Partnership”), in order for Komodo to use its relationships to provide the Company with access to various critical minerals, with an ultimate goal of suppling the U.S. government and U.S. free trade partners with these critical minerals. Komodo Capital also offers comprehensive advisory services. The Company issued 8,000,000 shares of common stock as part of this agreement.

On June 30, 2024, the Company and NTM Minerals Limited (“NTM”), a company specializing in the development and execution of a complete global value supply chain for critical minerals for the U.S. government and U.S. free trade partners, entered into an exclusive offtake agreement (the “Offtake Agreement”), in which NTM will provide for 88,000 tonnes of copper, currently valued at approximately $850 million. The Company is granted offtake rights for a maximum of 88,000 tonnes of copper that is sourced from the Redbank tenements in return for 12 million shares of the Company’s common stock. NTM shall receive additional payments for incremental resource increases or upgrades from the Redbank tenements. M2i retains the option to participate in production pre-funding opportunities.

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 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.

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.

8

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.

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 August 31, 2024 or August 31, 2023.

Treasury Stock Policy

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 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.

9

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.

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

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

During 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. These shares have not been issued.

During 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.

During 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.

During 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.

Note 6 – Accounts Payable and Accrued Expenses

During 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.

Note 7 — Related Party Transactions

During 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 rate. 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.

Note 8 – Note Payable

During the nine months ended August 31, 2024, the Company entered into a financing agreement for payment of D&O insurance. The total note was $104,160 for 10 months. 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.

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 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.

Note 10 – Subsequent Events

Subsequent 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.

10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our financial statements and related notes appearing elsewhere in this report. This discussion and analysis contain forward looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forward looking statements as a result of certain factors, including but not limited to, those which are not within our control.

Overview

The Company was incorporated in the State of Nevada on June 12, 2018. On June 7, 2023, the Company (“M2i Global, Inc.”) (formerly known as “Inky Inc.”) filed with the Secretary of State of Nevada an Amendment to the Certificate of Incorporation to change its corporate name from “Inky, Inc.”, to “M2i Global, Inc.”, effective June 7, 2023.

The Company was formerly engaged in developing mobile software applications for smartphones and table devices. During May 2023, the Company became the sole shareholder of U.S. Minerals and Metals Corp., a Nevada corporation (“USMM”) through the issuance of preferred and common shares for cash. Concurrently, the Company shifted its operations to specialization in the development and execution of a complete global value supply chain for critical minerals for the U.S. government and U.S. free trade partners. The Company’s vision is to develop and execute a complete global value supply chain for critical minerals for the United States government and certain trading partners of the United States. To implement this vision, the Company intends to operate three key business divisions as set forth below:

● M2i Mining, Processing & Refining: a business engaged in sourcing, extraction, processing, refining, transporting and selling primary minerals and metals;

● M2i Scrap & Recycling: a business engaged in the collection, processing, transporting and selling of scrap, recycled and reused metals; and

● M2i Government and Defense Industrial Base: a business engaged in aligning with U.S. policy to facilitate participation in U.S. government programs such as the creation and management of a Strategic Minerals Reserve as an enhancement of the U.S. government’s National Defense Stockpile.

On June 30, 2024, the Company and Komodo Capital (“Komodo”), a company specializing in the development and execution of a complete global value supply chain for critical minerals for the U.S. government and U.S. free trade partners, entered into a strategic partnership (the “Strategic Partnership”), in order for Komodo to use its relationships to provide the Company with access to various critical minerals, with an ultimate goal of suppling the U.S. government and U.S. free trade partners with these critical minerals. Komodo Capital also offers comprehensive advisory services. The Company issued 8,000,000 shares of common stock as part of this agreement.

On June 30, 2024, the Company and NTM Minerals Limited (“NTM”), a company specializing in the development and execution of a complete global value supply chain for critical minerals for the U.S. government and U.S. free trade partners, entered into an exclusive offtake agreement (the “Offtake Agreement”), in which NTM will provide for 88,000 tonnes of copper, currently valued at approximately $850 million. The Company is granted offtake rights for a maximum of 88,000 tonnes of copper that is sourced from the Redbank tenements in return for 12 million shares of the Company’s common stock. NTM shall receive additional payments for incremental resource increases or upgrades from the Redbank tenements. M2i retains the option to participate in production pre-funding opportunities.

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Recently Issued Accounting Pronouncements

During the period ended August 31, 2024, and through the filing of this report, there were several new accounting pronouncements issued by the Financial Accounting Standards Board (“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 financial statements.

All other new accounting pronouncements issued but not yet effective or adopted have been deemed not to be relevant to us, hence are not expected to have any impact once adopted.

Summary of Significant Accounting Policies

There have been no changes to the Summary of Significant Accounting Policies described in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2024.

Liquidity and Capital Resources

At August 31, 2024, the Company had a cash balance of $28,213, as compared to a cash balance of $48,197 at November 30, 2023. The Company incurred negative cash flow from operations of $1,400,469 for the period ended August 31, 2024, as compared to negative cash flow from operations of $954,702 in the comparable prior year period. The increase in negative cash flows from operations was primarily from an increase in net loss. Cash flows from financing activities during the period ended August 31, 2024, totalled $1,380,485, as compared to cash flows from financing activities in the comparable prior year period of $999,501. The increase in cash provided by financing activities is primarily the result of $1,775,985 in proceeds from the sale of shares of common stock. Going forward, the Company expects capital expenditures to increase significantly as operations are expanded pursuant to its current growth plans. The Company anticipates the requirement to raise significant debt or equity capital in order to fund future operations.

Results of Operations

Comparison of the Three and Nine Months Ended August 31, 2024 and August 31, 2023

For the comparable three months ended August 31, 2024 and August 31, 2023, the Company’s revenues totalled $0. For the nine months ended August 31, 2024 and August 31, 2023, the Company’s revenues totalled $0 and $3,400, respectively. We anticipate the Company’s revenues in upcoming quarters may increase significantly as management attempts to implement the Company’s new business model.

For the three months ended August 31, 2024, our operating expenses decreased to $716,546 compared to $1,446,398 for the comparable period in 2023. The decrease of $729,852 was primarily reductions in travel and professional fees. For the nine months ended August 31, 2024, our operating expenses increased to $2,740,543 compared to $2,016,929 for the comparable period in 2023. The increase of $723,614 was primarily driven by travel and professional fees for consultants to implement the shift in strategic focus and preparations for increased operations. We anticipate future operating expenses to increase with the expansion of operations, resulting in increased expenses related to compensation and professional fees.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

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Cybersecurity

Risk Management and Strategy

We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data.

Managing Material Risks & Integrated Overall Risk Management

We have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making processes at every level. Our management team continuously evaluates and addresses cybersecurity risks in alignment with our business objectives and operational needs.

Oversee Third-party Risk

Because we are aware of the risks associated with third-party service providers, we have implemented stringent processes to oversee and manage these risks. We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards. The monitoring includes annual assessments of the SOC reports of our providers and implementing complementary controls. This approach is designed to mitigate risks related to data breaches or other security incidents originating from third parties.

Risks from Cybersecurity Threats

We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing.

Item 3. Qualitative and Quantitative Disclosures about Market Risk.

We are a smaller reporting company and, therefore, we are not required to provide information required by this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures: Our management carried out an evaluation of the effectiveness and design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the Exchange Act). Based on that evaluation, our Chief Executive Officer has concluded that, at August 31, 2024, such disclosure controls and procedures were not effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management including our Chief Executive Officer and Interim Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Controls: Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Our Chief Executive Officer has concluded, based on their evaluation as of the end of the period covered by this Quarterly Report that our disclosure controls and procedures were not sufficiently effective to provide reasonable assurance that the objectives of our disclosure control system were met.

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Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the period ended August 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In our annual report for the year ended November 30, 2023, we identified the following material weakness which is still applicable:

● We did not implement appropriate information technology controls

In our annual report for the year ended November 30, 2023, we identified the following material weaknesses which are no longer applicable:

● We did not maintain appropriate cash controls – the handling of cash and accounting functions have been segregated and bills require management approval prior to payment.

● The Company lacks segregation of duties – beginning in May 2023, the Company began to improve internal controls by hiring additional resources to ensure appropriate review and oversight.

● We do not have an audit committee. During the nine months ended August 31, 2024, the Company implemented an audit committee.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

We are a smaller reporting company and, therefore, we are not required to provide information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the nine months ended August 31, 2024, we received proceeds of $739,140 for the issuance of 45,100,000 shares of common stock. Each of the purchasers of the shares represented to the Company that such purchaser is an “accredited investor” for purposes of Rule 501 of Regulation D.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.	Description of Document
31.1 *	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
31.2 *	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
32.1 *	Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).
32.2 *	Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	M2i Global, Inc. (Registrant)
Dated October 21, 2024	/s/ Alberto Rosende
	Alberto Rosende Chief Executive Officer (Principal Executive Officer)
	M2i Global, Inc. (Registrant)
Dated October 21, 2024	/s/ Doug Cole
	Doug Cole Chief Financial Officer (Principal Financial Officer)

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