PROSPECTUS
Filed
Pursuant to Rule 424(b)(4)
Registration
No. 333-282273
38,837,500
SHARES OF COMMON STOCK
This
prospectus relates to the offering and resale by the selling stockholders identified herein of up to 38,837,500 shares of common
stock (the “Common Stock”) issued or issuable to such selling stockholders.
We
will not receive any proceeds from the sale of shares of Common Stock by the selling stockholders.
The
selling stockholders may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby from time
to time directly or through one or more underwriters, broker-dealers, or agents. Please see the section entitled “Plan of Distribution”
on page 50 of this prospectus for more information. For a list of the selling stockholders, see the section entitled “Selling
Stockholders” on page 48 of this prospectus. We will bear all fees and expenses incident to our obligation to register the shares
of Common Stock.
Our
Common Stock is quoted on the OTCQB under the symbol “MTWO”. On September 19, 2024, the price of the last trade of
our Common Stock as quoted on the OTCQB was $0.18 per share. As of the date of this prospectus, our Common Stock is subject to
only limited quotation on the OTCQB, and it is not otherwise regularly quoted on any other over-the-counter market. Until such time as
our Common Stock is so quoted, the shares of Common Stock covered by this prospectus will be sold by the selling stockholders from time
to time at a fixed price of $0.10 per share. If and when our Common Stock is regularly quoted on an over-the-counter market or
on a national securities exchange, the selling stockholders may sell their respective shares of Common Stock, from time to time, at prevailing
market pricing or in privately negotiated transactions.
Investing
in our securities involves risks. You should carefully read the “Risk Factors” beginning on page 8 of this prospectus
before investing.
We
may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire
prospectus and any amendments or supplements carefully before you make your investment decision.
Neither
the Securities and Exchange Commission nor any other regulatory commission has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus October 11, 2024.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
You
should rely only on the information contained in this prospectus or contained in any prospectus supplement or free writing prospectus
filed with the Securities and Exchange Commission (the “SEC”). Neither we nor the selling stockholders have authorized anyone
to provide you with additional information or information different from that contained in this prospectus filed with the SEC. The selling
stockholders are offering to sell, and seeking offers to buy, shares of our Common Stock only in jurisdictions where offers and sales
are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time
of delivery of this prospectus or of any sale of shares of our Common Stock. Our business, financial condition, results of operations,
and prospects may have changed since that date.
For
investors outside the United States: Neither we nor the selling stockholders have done anything that would permit this offering or possession
or distribution of this prospectus in any jurisdiction where action for that purpose is required other than in the United States. Persons
outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating
to, the offering of the shares of Common Stock and the distribution of this prospectus outside the United States.
As
used in this prospectus, unless otherwise designated, the terms “we,” “us,” “our,” the “Company,”
“M2i,” and “our Company” refer to M2i Global, Inc., a Nevada corporation, and its subsidiaries.
Unless
otherwise specified, all dollar amounts are expressed in United States dollars. All references to “common stock” and “shares”
refer to the common stock in our capital stock, unless otherwise indicated.
M2i
Global, Inc., the M2i logo, and other trademarks or service marks of M2i appearing in this prospectus are the property of M2i or its
subsidiaries. Trade names, trademarks, and service marks of other companies appearing in this prospectus are the property of their respective
holders.
PROSPECTUS
SUMMARY
This
summary highlights information contained elsewhere in this prospectus. Before making an investment decision, you should read the
entire prospectus carefully, including the sections entitled “Risk Factors” beginning on page 8 and “Special Note
Regarding Forward-Looking Statements” beginning on page 23.
Our
Business
Our
Vision
Our
vision is to develop a world-class portfolio of critical minerals and materials projects. The diversity of our portfolio would provide
an integrated solution to the challenges facing the critical minerals and materials industry.
The
Global Energy Transition
Renewable
energy is expected to overtake coal by 2025 as the world’s largest source of electricity (Source: “The Clean Energy Future
is Arriving Faster Than You Think,” NY Times, August 12, 2023). The growth in renewable energy is exponential.
In
the U.S., the Secretary of Energy pursuant to authority under the Energy Act of 2020 determines the list of critical minerals and materials.
The final 2022 list of critical minerals includes the following 50 minerals: Aluminum, antimony, arsenic, barite, beryllium, bismuth,
cerium, cesium, chromium, cobalt, dysprosium, erbium, europium, fluorspar, gadolinium, gallium, germanium, graphite, hafnium, holmium,
indium, iridium, lanthanum, lithium, lutetium, magnesium, manganese, neodymium, nickel, niobium, palladium, platinum, praseodymium, rhodium,
rubidium, ruthenium, samarium, scandium, tantalum, tellurium, terbium, thulium, tin, titanium, tungsten, vanadium, ytterbium, yttrium,
zinc, and zirconium.
The
vital market for critical minerals and metals is the enabling component of the vital transition of the energy market. The infrastructure
requirement for clean energy is dependent on the availability of the raw materials that these minerals represent. The future of the nation’s
economic security and our national defense industry is reliant on an uninterrupted supply chain of minerals and metals.
Nickel,
lithium, cobalt, and graphite are used in batteries. Rare-earth minerals such as neodymium and samarium are essential to the magnets
of wind turbines and electric motors. An unstable supply of these minerals threatens the continued growth of renewable energy.
The
chart in figure 1 depicts the projected growth of the demand for specific minerals that provide the base material for the manufacturing
of electrical vehicle and energy storage batteries. The growth rate for projected demand in 2050 is presented using 2020 as the base
of comparison (Source: https://www.iea.org/reports/the-role-of-critical-minerals-in-clean-energy-transitions; The Role of Critical Minerals
in Clean Energy Transitions”).
Figure
1: Energy Storage Minerals
Many
of these critical minerals are mined and processed in a small number of countries, as illustrated in the chart in Figure 2 (Source: “The
global fight for critical minerals is costly and damaging,” Nature, July 19, 2023).
Figure
2: Sources of Minerals
The
current dependence on foreign sources for critical materials supply flow and minerals processing must be addressed in the short and mid-term
to create a stable supply chain of these materials to support both the national and economic security of the U.S. The table (Figure 3)
depicts the current level of foreign sources for critical minerals by industry (Source: U.S. Department of the Interior U.S. Geological
Survey, MINERAL COMMODITY SUMMARIES 2023).
Figure
3: Critical Minerals List Associated with Key Industries
Our
Organizational Chart
It
is currently anticipated that M2i’s structure will be built upon three separate business units with standalone P&Ls to
carry on the Company’s objectives. Each P&L will be led by a vice president, who will work with a management team focused
on implementing and building each effort into a business line, taking advantage of federal and state incentives, and building its
own profit and loss contributions to the overall organization. The vice presidents will report through the Chief Operations
Officer to the president/chief executive officer of the Company. M2i will establish a finance department, staffed by a Director
of Finance and Controller led fy the Chief Financial Officer to ensure the effective and efficient management of funds, and
to implement appropriate accounting controls.
Mining,
Processing, & Refining
The
primary business purpose of Mining, processing, and Refining (MPR) will be to develop and supply the U.S. sanctioned value chain
of critical metals needed by the U.S. and its free trade partners. MPR will supply the 50 critical minerals and Rare Earth Elements
(“REE”) as defined by the U.S. Geologic Survey 2022. These minerals will be sourced globally from mines adhering to ethical
extraction principles and guidelines.
Strategic
Alliances
The
Company expects to enter several strategic alliances (“SAs”) to further its business objectives; namely through multiple
mechanisms including asset acquisition and independent supply contracts. The SAs will likely be with companies that can expand our capability
to extract minerals from existing mines, assist in implementing new mining projects, and develop and place into production new technologies
and processes in extracting and processing minerals. Our efforts, and particularly our JVs, will be focused on delivering guaranteed
access to critical minerals and metals for national defense and economic security.
Currently,
we have entered into a strategic alliance (SA) with Reforme Group (“Reforme”), an Australian mining and recycling
company (the “SA Agreement”) wherein Reforme and M2i will create an Australian proprietary limited company (“M2iAust”)
to source and trade critical metals and strategic minerals. It is currently anticipated that M2i and Reforme Group will each be equal
shareholders in M2iAust. It is currently anticipated that the SA Agreement will enable us to capitalize on Reforme’s expertise
in critical minerals. Reforme is an innovative Australian mining services, infrastructure, recycling, and renewables company with specialized
expertise in the development of green and brown field mining projects with the demonstrated capability in end-to-end management of mine
operations, processing, logistics and off-take negotiations.
The
SA will play a pivotal role in advancing the critical minerals supply chain and contributing to the global energy transformation. We
expect that the SA will extract critical minerals from existing brownfield mines’ tailings utilizing a novel extraction technology
and process developed by Reforme. Reforme’s technology includes mine remediation methods to return the site to a state that would
satisfy government and community concerns. It is anticipated that Reforme will grant M2iAust a right of first refusal to enter into offtake
agreements with Reforme or its related corporate bodies for any critical metals and strategic minerals extracted from mining tenements
owned or controlled by Reforme. M2i will support the development of strategic resources by Reforme. Together, the companies will refer
any third party off take opportunities in the Asia Pacific region for strategic resources to M2iAust. M2iAust will negotiate offtake
agreements to secure offtake from Reforme and third parties for offtake which will be sold to M2i in subsequent offtake agreements. The
JV has a term of 5 years unless agreed otherwise. By leveraging their combined expertise and resources, the partners intend to establish
a more sustainable and efficient critical minerals ecosystem that fully aligns with the objectives outlined in the United States-Australian
Climate, Critical Minerals, and Clean Energy Transformation Compact.
The
Company’s subsidiary, U.S. Minerals and Metals Corp.,(“USMM”) has assigned its two contracts with Lyons Capital, LLC
to the parent Company, M2i Global, Inc. On February 23, 2023, USMM, and Lyons Capital, LLC (“Lyons”) entered into a business
development agreement wherein Lyons agreed to act as Senior Strategic and Business Development Advisor to USMM for a term of 10 years
(the “BDA”). Lyons received, on January 2, 2024, and on the first business day of each year thereafter 10,000,000 shares
of USMM’s common stock in exchange for a purchase price of $1,000 per year. The BDA may be terminated by either party for any reason
effective upon the first business day of the calendar year following the termination notice provided at least 30 days in advance.
Lyons
and USMM also entered into the Wall Street Conference Business Development Agreement on February 23, 2023 (the “WSCA”), which
was also assigned to the parent Company, M2i Global, Inc. In the WSCA, Lyons agreed, for a term of 5 years, to provide USMM with a yearly
event sponsorship, including a speaking slot at the Wall Street Conference organized by Lyons, and introductions to, among others, personnel
for business development opportunities. In exchange, Lyons will receive $2,000,000 per year in either cash or shares of USMM.’s
common stock (if elected, the issuance of shares will be issued at a purchase price of $200 per year).
Pursuant
to the Agreement and Plan of Merger, dated as of May 12, 2023, and entered into by and among Inky, Inc. and U.S. M and M Acquisition
Corp. and U.S. Minerals and Metals Corp., which is annexed hereto as exhibit 2.01 below, at the time of consummation of the merger, all
shares of USMM were simultaneously converted into shares of M2i Global, Inc.’s common stock, and thus, any shares issued by USMM
pursuant to the BDA or WSCA, as referenced above are now issued from M2i Global, Inc.
Scrap
& Recycling
Critical
metals are of vital importance for the defense sector across the air, sea, and land domains. For instance, tantalum is needed in warheads,
and high-performing alloys used in fuselages of combat aircraft require niobium, vanadium, and molybdenum.
We
see an opportunity to establish a closed-loop, transparent program for capturing and returning critical metals and minerals in the defense
industrial supply chain. This program would encompass both new production and end-of-life systems, ensuring that these valuable resources
are reused domestically rather than relying on foreign sources.
The
defense supply chain presents a significant volume of critical metals that can be effectively recycled and reused. By tapping into this
resource and establishing M2i as an efficient supplier of this service, we can capture a considerable market share. This opportunity
arises from the fact that no recycling company, to our knowledge, has successfully accomplished this on a large scale thus far.
Government
and Defense Industrial Base
Government
and Industrial Base (GDIB) is the business unit established with the goals of aligning U.S. policy in terms of industry
requirements and national interests. The cornerstone of the value proposition of M2i GIA is the creation and management of the Strategic
Minerals Reserve (“SMR”) in collaboration with the federal government to enable an uninterrupted supply of the most critical
minerals and metals to mitigate the current and future vulnerabilities of this vital supply chain. We expect the SMR to augment or enhance
the National Defense Stockpile.
GDIB
will focus on two key efforts, the implementation
of the SMR and the ongoing liaison with the government at the federal, state, and local levels. Critical to the success of the SMR will
be the continuing dialogue with key congressional members. We have established congressional support in Nevada and are working to receive
both an authorization in the annual National Defense Authorization Act, as well as, an appropriation of funding to enable the implementation
of the SMR. GDIB also aims to establish a collaboration with Hawthorne Army Depot, located in Hawthorne, Nevada, to obtain the
storage and administrative space to conduct a pilot demonstration.
The
ongoing liaison with select members of the congressional contingent from Nevada will act to ensure that the SMR pilot retains the focus
of each respective office. We expect that the conclusion of a successful pilot will lead to the establishment of the second phase of
the SMR, which is to build out the SMR to multiple locations, and to stockpile critical minerals that would extend supply beyond the
DOD industry to private sector industry organizations in the event of a disruption to the flow of critical minerals.
Human
Capital
Recruiting
the right people will be critical to our success. We believe that the team of officers, directors and advisors that we have already assembled
will provide a strong foundation for developing our business.
Financing
Sources
We
estimate that our first two years of operation will require $20-30 million. Our aim is to obtain government funding to meet this need.
Competition
The
Company, upon achieving its business objectives, believes it will be one of the only companies that operates across the full spectrum
of the mineral and metals industry.
The
rare earths mining and processing markets are capital intensive and competitive. Outside of the six (6) major rare earth producers in
China, and those consolidated under their production quotas-there are only two other producers operating at scale, MP Materials
and Lynas, which processes its rare earth materials in Malaysia. The Company’s competitors may have greater financial resources,
as well as other strategic advantages to maintain, improve and possibly expand their facilities.
It
is possible that when the Company achieves its anticipated production rates and other planned products, the increased competition could
lead competitors to engage in predatory pricing behavior. Any increase in the amount of rare earth products exported from other nations,
and increased competition, whether legal or illegal, may result in price reductions, reduced margins and loss of potential market share,
any of which could materially adversely affect our profitability.
Additionally,
our potential Chinese competitors have historically been able to produce at relatively low costs due to domestic economic and regulatory
factors, including less stringent environmental regulations. If we are not able to achieve anticipated costs of production, then any
strategic advantages that our competitors may have over us, such as lower labor and production costs, could have a material adverse effect
on our business. As a result of these factors, we may not be able to compete effectively against current and future competitors.
Many
of the Company’s competitors, as well as potential competitors, possess substantially greater financial, marketing, personnel and
other resources than the Company. The Company’s competitors and potential competitors include far larger, more established companies
that have access to capital markets, and to other funding sources that may be unavailable to the Company. There can be no assurance the
Company will be able to compete successfully against current or future competitors or that competitive pressures faced by the Company
will not materially adversely affect its business, operating results, and financial condition.
Compliance
with Government Regulation
Mining
operations and exploration activities are subject to various national, state, and local laws and regulations in United States, as well
as other jurisdictions, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health,
waste disposal, protection of the environment, mine safety, hazardous substances and other matters.
We
believe that we are and will continue to be in compliance in all material respects with applicable statutes and the regulations passed
in the United States. There are no current orders or directions relating to our Company with respect to the foregoing laws and regulations.
Corporate
Information
Our
Common Stock is quoted on the OTCQB under the symbol “MTWO”.
Our
principal executive offices are located at 885 Tahoe Blvd. Incline Village, NV 89451, and our telephone number is (775) 909-6000.
Our main corporate website is located at https://www.m2icorp.com. The information on our website is not incorporated by reference into
this prospectus.
THE
OFFERING
| Issuer
|
|
M2i
Global, Inc. |
| |
|
|
| Securities
Offered by the Selling Stockholders |
|
38,837,500 shares
of our Common Stock. |
| |
|
|
| Trading
Market |
|
The
Common Stock offered in this prospectus is quoted on the OTCQB under the symbol “MTWO”. In the future, we intend to seek
to have our Common Stock listed on a national securities exchange but there can be no assurance that our application will be successful.
|
| |
|
|
| Common
Stock Outstanding as of this Offering |
|
517,167,025
shares1 |
| |
|
|
| Use
of Proceeds |
|
We
will not receive any of the proceeds from the sale of the shares of our Common Stock being offered for sale by the selling stockholders.
|
| |
|
|
| Plan
of Distribution |
|
The
selling stockholders may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby from time
to time directly or through one or more underwriters, broker-dealers, or agents. Registration of the Common Stock covered by this
prospectus does not mean, however, that such shares necessarily will be offered or sold. See “Plan of Distribution.” |
| |
|
|
| Risk
Factors |
|
Please
read “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully
consider before deciding to invest in the securities offered in this prospectus. |
1
The number of shares of Common Stock shown above to be outstanding before this offering is based on 517,167,025 shares outstanding
as of September 19, 2024.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. You should consider carefully the following information about these
risks, together with the other information contained in this prospectus, including the matters addressed in the section entitled
“Special Note Regarding Forward-Looking Statements,” beginning on page 23 of this prospectus, before making an
investment decision. Our business, prospects, financial condition, and results of operations may be materially and adversely
affected as a result of any of the following risks. The value of our securities could decline as a result of any of these risks. You
could lose all or part of your investment in our securities. Some of the statements in “Risk Factors” are
forward-looking statements. The following risk factors are not the only risk factors facing our Company. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial may also affect our business, prospects, financial
condition, and results of operations and it is not possible to predict all risk factors, nor can we assess the impact of all factors
on us or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained
in or implied by any forward-looking statements.
Risks
Associated with Small Company Size and Liquidity Risks
As
a start-up or development stage company, our business and prospects are difficult to evaluate because we have a very limited operating
history and our business model is evolving, an investment in us is considered a high-risk investment whereby you could lose your entire
investment.
We
have recently commenced operations and, therefore, we are considered a “start-up” or “development stage” company.
We will incur significant expenses in order to implement our business plan. As an investor, you should be aware of the difficulties,
delays, and expenses normally encountered by an enterprise in its development stage, many of which are beyond our control, including
unanticipated developmental, advertising, and marketing expenses. We cannot assure you that our proposed business plan will materialize
or prove successful, or that we will ever be able to operate profitably. If we cannot operate profitably, you could lose your entire
investment.
Our
results of operations have not resulted in profitability and we may not be able to achieve profitability going forward.
We
may incur significant losses in the future for a number of reasons, including the other risks described in this prospectus, and we may
encounter unforeseen expenses, difficulties, complications, delays and other unknown events. Accordingly, we may not be able to achieve
or maintain profitability. Our business is in an early development stage. There is no assurance that even if we successfully implement
our business plan, that we will be able to curtail our losses. Further, as we are a development stage enterprise, we expect that net
losses and the working capital deficiency will continue. If we incur additional significant operating losses, our stock price may decline,
perhaps significantly.
We
do not have any existing bank credit facilities. Our ability to obtain such financing may be limited and if we are unable to secure such
financing, our profitability may be adversely affected.
We
do not have any existing bank credit facilities. Our ability to obtain such financing may be limited as banks and other financial institutions
may be reluctant to extend credit to businesses they perceive as lacking prolonged operating histories, an industry that may be politically
undesirable, and limited information relating to revenues and costs upon which they can evaluate the merits and risks of any such credit
extension. Our inability to secure bank credit facilities (or some other form of cash/liquid injection) may have an adverse effect on
our results of operations. In the absence of such bank financing, our limited operating history and assets and the lag often existing
between commencing business operations and profitability may force us to rely solely on business operation revenues in order to support
our company, which revenues may not be sufficient to meet our operating and administrative expenses. If we do not have sufficient cash
to meet our expenses, whether from revenues or bank credit, we may have to curtail or cease business operations.
Holders
of the Series A Super-Voting Preferred Stock will control the operations of the Company for the foreseeable future.
The
holders of the Series A Super-Voting Preferred Stock will vote on Company matters on an “as-converted” basis of one vote
of Series A Super-Voting Preferred Stock to 10,000 votes of Common Stock. As a result of this Series A Super-Voting Preferred stock ownership,
the holders of the Series A Super-Voting Preferred Stock will continue to influence the vote on all matters submitted to a vote of our
shareholders, including the election of directors, amendments to the certificate of incorporation and the by-laws, and the approval of
significant corporate transactions.
We
have never declared or paid a cash dividend on our common stock nor will we in the foreseeable future.
We
presently intend to retain all earnings to implement our business plan; accordingly, we do not anticipate the declaration of any dividends
for Common Stock in the foreseeable future. You will not receive dividend income from an investment in the shares and as a result, the
purchase of the shares should only be made by an investor who does not expect a dividend return on the investment.
Accordingly,
investors who anticipate the need for immediate income from their investments by way of cash dividends should refrain from purchasing
any of our securities. As we do not intend to declare dividends in the future, you may never see a return on your investment, and you
indeed may lose your entire investment.
If
payment of dividends does occur at some point in the future, it would be contingent upon our revenues and earnings, if any, capital requirements,
and general financial condition. The payment of any common stock dividends will be within the discretion of the Company’s board
of directors (the “Board”).
We
incur professional fees in connection with being a reporting company under the Securities Exchange Act of 1934, as amended and the requirements
of the Sarbanes-Oxley Act, may strain our resources, increase our costs and distract management, and we may be unable to comply with
these requirements in a timely or cost-effective manner.
Our
Company is subject to the reporting requirements of the 1934 Act and as such, we are required to file 10-Ks, 10-Qs and 8-Ks and other
reports with the Securities and Exchange Commission. We will incur professional fees (i.e., attorney, auditors, and filing agents) in
connection with the preparation and filing of such reports and we currently anticipate such costs to range from $25,000 to $50,000 per
year, or more. If we are unable to file such reports, we will be delinquent in our filings, which could adversely affect the marketability
of the Common Stock.
Complying
with these statutes, regulations and requirements will occupy a significant amount of time for our Board and management and will significantly
increase our costs and expenses. Furthermore, while we generally must comply with Section 404 of the Sarbanes-Oxley Act of 2002 for our
fiscal years, we are not required to have our independent registered public accounting firm attest to the effectiveness of our internal
controls until our first annual report subsequent to our ceasing to be an “emerging growth company” within the meaning of
Section 2(a)(19) of the Securities Act. Once it is required to do so, our independent registered public accounting firm may issue a report
that is adverse in the event it is not satisfied with the level at which our controls are documented, designed, operated or reviewed.
Compliance with these requirements may strain our resources, increase our costs and distract management, and we may be unable to comply
with these requirements in a timely or cost-effective manner.
In
addition, we expect that being a public company subject to these rules and regulations may make it more difficult and more expensive
for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur
substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain
qualified individuals to serve on our Board or as executive officers. We are currently evaluating these rules, and we cannot predict
or estimate the amount of additional costs we may incur or the timing of such costs.
The
failure to comply with the internal control evaluation and certification requirements of Section 404 of Sarbanes-Oxley Act could harm
our operations and our ability to comply with our periodic reporting obligations.
As
a reporting company under the 1934 Act, we are required to comply with the internal control evaluation and certification requirements
of Section 404 of the Sarbanes-Oxley Act of 2002. We are in the process of determining whether our existing internal controls over financial
reporting systems are compliant with Section 404. This process may divert internal resources and will take a significant amount of time,
effort, and expense to complete. If it is determined that we are not in compliance with Section 404, we may be required to implement
new internal control procedures and reevaluate our financial reporting. We may experience higher than anticipated operating expenses
as well as outside auditor fees during the implementation of these changes and thereafter. Further, we may need to hire additional qualified
personnel in order for us to be compliant with Section 404. If we are unable to implement these changes effectively or efficiently, it
could harm our operations, financial reporting, and/ or financial results and could result in our being unable to obtain an unqualified
report on internal controls from our independent auditors, which could adversely affect our ability to comply with our periodic reporting
obligations under the 1934 Act.
You
may not be able to resell any shares you purchased.
Presently,
there is an extremely limited trading market for our Common Stock. There is no assurance that any trading market will be present or expand.
This means that it may be hard or impossible for you to find a willing buyer for your shares should you decide to sell them in the future.
Risks
Associated with Our Business
We
may not acquire market share or achieve profits due to competition in our industries.
We
operate in a highly competitive marketplace with various competitors. Increased competition may result in reduced gross margins and/or
loss of market share, either of which would seriously harm its business and results of operations. Management cannot be certain that
the Company will be able to compete against current or future competitors or that competitive pressure will not seriously harm its business.
Some of our competitors are much larger and have greater access to capital, sales, marketing and other resources. These competitors may
be able to respond more rapidly to new regulations or devote greater resources to the development and promotion of their business model
than the Company can. Furthermore, some of these competitors may make acquisitions or establish cooperative relationships among themselves
or with third parties in the industry to increase their ability to rapidly gain market share.
Without
additional financing to develop our business plan, our business may fail.
Because
we have generated only minimal revenue from our business and cannot anticipate when we will be able to generate meaningful revenue from
our business, we will need to raise additional funds to conduct and grow our business. We do not currently have sufficient financial
resources to completely fund the development of our business plan. We anticipate that we will need to raise further financing. We do
not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing
if required. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share
capital will result in dilution to existing stockholders.
If
we are unable to hire and retain key personnel, we may not be able to implement our business plan.
Our
success is largely dependent on our ability to hire highly qualified personnel. This is particularly true in those parts of our business
that are related to intellectual property generation or exploitation. These individuals are in high demand and we may not be able to
attract the personnel we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel or
may lose such employees after they are hired. Failure to hire key personnel when needed, or on acceptable terms, would have a significant
negative effect on our business and our operations.
Our
accountant has indicated doubt about our ability to continue as a going concern.
We
have suffered recurring losses from operations. The continuation of the Company as a going concern is dependent upon the Company attaining
and maintaining profitable operations and/or raising additional capital. Our financial statements do not include any adjustment relating
to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary
should the Company discontinue operations. The recurring losses from operations and net capital deficiency raise substantial doubt about
the Company’s ability to continue as a going concern.
A
wide range of economic and logistical factors may negatively impact our operating results.
Our
operating results will be affected by a wide variety of factors that could materially affect revenues and profitability, including the
timing and cancellation of customer orders and projects, competitive pressures on pricing, availability of personnel, and market acceptance
of our services. As a result, we may experience material fluctuations in future operating results on a quarterly and annual basis which
could materially affect our business, financial condition and operating results.
We
must obtain, maintain, and renew governmental permits and approvals to operate in the mineral and metals industry, which can be a costly
and time-consuming process and result in restrictions.
Numerous
governmental permits and approvals are required to operate in the mineral and metals industry. State and federal regulatory authorities
exercise considerable discretion in the timing and scope of permit issuance. Requirements imposed by these authorities may be costly
and time consuming and may result in delays in the commencement or continuation of exploration or production operations.
The
permitting rules, and the interpretations of these rules, are complex, change frequently, and are often subject to discretionary interpretations
by regulators, all of which may make compliance more difficult or impractical, and which may possibly preclude the continuance of some
of our business operations.
If
we fail to effectively manage our growth, our future business results could be harmed and our managerial and operational resources may
be strained.
As
we proceed with our business plan, we expect to experience significant and rapid growth in the scope and complexity of our business.
We will need to add staff to market our services, manage operations, handle sales and marketing efforts and perform finance and accounting
functions. We will be required to hire a broad range of additional personnel in order to successfully advance our operations. This growth
is likely to place a strain on our management and operational resources. The failure to develop and implement effective systems, or to
hire and retain sufficient personnel for the performance of all the functions necessary to effectively service and manage our potential
business, or the failure to manage growth effectively, could have a materially adverse effect on our business and financial condition.
Because
we have limited operating history and have not yet generated significant revenues or operating cash flows, you may have difficulty evaluating
our ability to successfully implement our business strategy.
Because
of our limited operating history, the operating performance of our properties and our business strategy have not yet been proven. As
a result, our historical financial statements do not provide a meaningful basis to evaluate our operations or our ability to achieve
our business strategy. Therefore, it may be difficult for you to evaluate our business and results of operations to date and assess our
future prospects.
In
addition, we may encounter risks and difficulties experienced by companies whose performance is dependent upon newly-constructed or newly-acquired
assets, such as any one of our acquired business units failing to perform as expected, having higher than expected operating costs, having
lower than expected customer revenues, or suffering equipment breakdown, failures or operational errors. We may be less successful in
achieving a consistent operating level capable of generating cash flows from our operations as compared to a company whose major assets
have had longer operating histories. In addition, we may be less equipped to identify and address operating risks and hazards in the
conduct of our business than those companies whose major assets have had longer operating histories.
Risks
associated with operational events in connection with our activities globally, resulting in significant adverse impacts on our people,
communities, the environment or our business.
We
engage in activities that have the potential to cause harm to our people and assets, communities, other stockholders and/or the environment,
including serious injuries, illness and fatalities, loss of infrastructure, amenities and livelihood, and damage to sites of cultural
significance. An operational event at our operations or through our value chain could also cause damage or disruptions to our assets
and operations, impact our financial performance, result in litigation or class actions and cause long-term damage to our license to
operate and reputation. The potential physical impacts of climate change could increase the likelihood and/or severity of risks associated
with operational events. Impacts of operational events may also be amplified if we fail to respond in a way that is consistent with our
corporate values and stockholder expectations.
We
will likely depend on a limited number of customers for a significant portion of our revenues.
We
will likely depend on a limited number of customers for a significant portion of our revenues. The failure to obtain additional customers
or the loss of all or a portion of the revenues attributable to any customer as a result of competition, creditworthiness, inability
to negotiate extensions or replacement of contracts or otherwise, could have a material adverse effect on our business, financial condition,
results of operations, or cash flows.
To
maintain and grow our business, we will be required to make substantial capital expenditures. If we are unable to obtain needed capital
or financing on satisfactory terms, we may have to curtail our operations and delay our construction and growth plans, which may materially
adversely affect our business, financial condition, results of operations, and cash flows.
In
order to maintain and grow our business, we will need to make substantial capital expenditures associated with operations and facilities,
which have not yet been constructed. Constructing, maintaining and expanding infrastructure is capital intensive. We must continue to
invest capital to maintain or to increase our production and to develop any future acquired properties. Decisions to increase our production
levels could also affect our capital needs. We cannot assure you that we will be able to maintain our production levels or generate sufficient
cash flow, or that we will have access to sufficient financing to continue our production, permitting and development activities, and
we may be required to defer all or a portion of our capital expenditures.
A
deterioration of economic conditions in our prospective customers’ industries could cause a decline in demand for our services
impacting, among other things, our ability to obtain capital. Renewed or continued weakness in the economic conditions of any of the
industries served by prospective customers could have a material adverse effect on our business, financial condition, results of operations,
and cash flows, including, for example:
●
the tightening of credit or lack of credit availability to prospective customers could adversely affect our ability to collect our trade
receivables; and
●
our ability to access the capital markets may be restricted at a time when we intend to raise capital for our business, including for
capital improvements.
The
business of the other parties to our strategic alliances may involve many hazards and operating risks, some of which may not be fully
covered by insurance. The occurrence of a significant accident or other event that is not fully insured could adversely affect our business,
results of operations, financial condition, and cash flows.
The
mining companies that we enter into strategic alliances with are subject to many hazards and operating risks. Although our operating
partners maintain insurance coverage customary to the industry, it is possible that the many hazards and operating risks could result
in our inability to satisfy contractual obligations. This could result in prospective customers initiating claims against us. The operating
risks that may have a significant impact on our future operations include:
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environmental hazards;
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mining and processing equipment failures and unexpected maintenance problems;
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inclement or hazardous weather conditions and natural disasters or other force majeure events;
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seismic activities, ground failures, rock bursts or structural cave-ins or slides;
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delays in moving our mining equipment;
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railroad delays or derailments;
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security breaches or terroristic acts; and
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other hazards or occurrences that could also result in personal injury and loss of life, pollution and suspension of operations.
Any
of these risks could adversely affect our ability to conduct operations with the other parties to our strategic alliances or result in
substantial loss to us or such partners as a result of claims for:
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personal injury or loss of life;
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damage to and destruction of property, natural resources and equipment;
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pollution, contamination and other environmental damage to our properties or the properties of others;
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potential legal liability and monetary losses;
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regulatory investigations, actions and penalties;
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suspension of our operations; and
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repair and remediation costs.
Although
we maintain insurance for a number of risks and hazards, we may not be insured or fully insured against the losses or liabilities that
could arise from a significant accident in our future operations. We may elect not to obtain insurance for any or all of these risks
if we believe that the cost of available insurance is excessive relative to the risks presented. In addition, pollution, contamination
and environmental risks generally are not fully insurable. The occurrence of an event that is not fully covered by insurance could have
a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay future dividends
to our common stockholders.
We
may be unsuccessful in integrating the operations of any future acquisitions, including acquisitions involving new lines of business,
with our existing operations, and in realizing all or any part of the anticipated benefits of any such acquisitions.
From
time to time, we may evaluate and acquire assets and businesses that we believe complement our existing assets and business. The assets
and businesses we acquire may be dissimilar from our initial lines of business. Acquisitions may require substantial capital or the incurrence
of substantial indebtedness. Our capitalization and results of operations may change significantly as a result of future acquisitions.
We may also add new lines of business to our existing operations. Acquisitions and business expansions involve numerous risks, including
the following:
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difficulties in the integration of the assets and operations of the acquired businesses or lines of business;
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inefficiencies and difficulties that arise because of unfamiliarity with new assets and the businesses associated with them and new geographic
areas;
●
the possibility that we have insufficient expertise to engage in such activities profitably or without incurring inappropriate amounts
of risk; and
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the diversion of management’s attention from other operations.
Further,
unexpected costs and challenges may arise whenever businesses with different operations or management are combined, and we may experience
unanticipated delays in realizing the benefits of an acquisition. Entry into certain lines of business may subject us to new laws and
regulations with which we are not familiar and may lead to increased litigation and regulatory risk. Also, following an acquisition,
we may discover previously unknown liabilities associated with the acquired business or assets for which we have no recourse under applicable
indemnification provisions. If an acquired business or new line of business generates insufficient revenue or if we are unable to efficiently
manage our expanded operations, our results of operations may be materially adversely affected.
If
we do not make sufficient or effective capital expenditures, we will be unable to develop and grow our business. To fund our projected
capital expenditures, we will be required to use cash from our operations, incur debt or issue additional Common Stock or other equity
securities. Using cash from our operations will reduce cash available for maintaining or increasing our operating activities. Our ability
to obtain bank financing or our ability to access the capital markets for future equity or debt offerings may be limited by our financial
condition at the time of any such financing or offering and the covenants in our future debt agreements, as well as by general economic
conditions, contingencies and uncertainties that are beyond our control.
In
addition, incurring additional debt may significantly increase our interest expense and financial leverage, and issuing additional equity
securities may result in significant stockholder dilution.
Debt
we incur in the future may limit our flexibility to obtain financing and to pursue other business opportunities.
Our
future level of debt could have important consequences to us, including the following:
●
our ability to obtain additional financing, if necessary, for working capital, capital expenditures or other purposes may be impaired,
or such financing may not be available on favorable terms;
●
our funds available for operations and future business opportunities will be reduced by that portion of our cash flow required to make
interest payments on our debt;
●
we may be more vulnerable to competitive pressures or a downturn in our business or the economy generally; and
●
our flexibility in responding to changing business and economic conditions may be limited.
Our
ability to service any future debt will depend upon, among other things, our future financial and operating performance, which will be
affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control.
If our operating results are not sufficient to service any future indebtedness, we will be forced to take actions such as reducing or
delaying our business activities, investments or capital expenditures, selling assets or issuing equity. We may not be able to effect
any of these actions on satisfactory terms or at all.
Terrorist
attacks or cyber-incidents could result in information theft, data corruption, operational disruption and/or financial loss.
Like
most companies, we have become increasingly dependent upon digital technologies, including information systems, infrastructure and cloud
applications and services, to operate our businesses, to process and record financial and operating data, communicate with our business
partners, as well as other activities related to our businesses. Strategic targets, such as energy-related assets, may be at greater
risk of future terrorist or cyber-attacks than other targets in the United States. Deliberate attacks on, or security breaches in, our
systems or infrastructure, or the systems or infrastructure of third parties, or cloud-based applications could lead to corruption or
loss of our proprietary data and potentially sensitive data, delays in production or delivery, difficulty in completing and settling
transactions, challenges in maintaining our books and records, environmental damage, communication interruptions, other operational disruptions
and third-party liability. Our insurance may not protect us against such occurrences. Consequently, it is possible that any of these
occurrences, or a combination of them, could have a material adverse effect on our business, financial condition, results of operations
and cash flows. Further, as cyber incidents continue to evolve, we may be required to expend additional resources to continue to modify
or enhance our protective measures or to investigate and remediate any vulnerability to cyber incidents.
We
may face restricted access to international markets in the future.
Access
to international markets may be subject to ongoing interruptions and trade barriers due to policies and tariffs of individual countries,
and the actions of certain interest groups to restrict the import or export of certain commodities. Although there are currently no significant
trade barriers existing or impending of which we are aware that do, or could, materially affect our access to certain markets, there
can be no assurance that our access to these markets will not be restricted in the future.
Risks
associated with market concentration and our ability to sell and deliver products into existing and future key markets, impacting our
economic efficiency.
We
rely on the sale and delivery of the commodities we produce to customers around the world. Changes to laws, international trade arrangements,
contractual terms or other requirements and/or geopolitical developments could result in physical, logistical or other disruptions to
our operations in, or the sale or delivery of our commodities to, key markets. These disruptions could affect sales volumes or prices
obtained for our products, adversely impacting our financial performance, results of operations and growth prospects.
The
availability and reliability of transportation facilities and fluctuations in transportation costs could affect the demand for our products.
Transportation
logistics will play an important role in allowing us to supply our partners’ products to prospective customers. Any significant
delays, interruptions or other limitations on the ability to transport their products could negatively affect our operations. Delays
and interruptions of rail services because of accidents, failure to complete construction of rail infrastructure, infrastructure damage,
lack of rail or port capacity, weather-related problems, governmental regulation, terrorism, strikes, lock-outs, third-party actions
or other events could impair our ability to supply our future partners’ products to customers and adversely affect our profitability.
In addition, transportation costs represent a significant portion of the delivered cost of minerals and, as a result, the cost of delivery
is a critical factor in a customer’s purchasing decision. Increases in transportation costs, and fluctuations in the price of locomotive
diesel fuel and demurrage, could make our partners’ products less competitive, which could have a material adverse effect on our
business, financial condition, results of operations, and cash flows to our stockholders.
Risks
Related to Environmental, Health, Safety and Other Regulations
The
operations of our strategic alliance counterparts may impact the environment or cause exposure to hazardous substances, and our properties
may have environmental contamination, which could expose us to significant costs and liabilities.
The
operations of our strategic alliance counterparts currently use hazardous materials and generate limited quantities of hazardous wastes
from time to time. Drainage flowing from or caused by mining activities can be acidic with elevated levels of dissolved metals, a condition
referred to as “acid mine drainage,” or may include other pollutants requiring treatment. We could become subject to claims
for toxic torts, natural resource damages and other damages as well as for the investigation and clean-up of soil, surface water, groundwater,
and other media. Such claims may arise, for example, out of conditions at sites that counterparts to our strategic alliances operate,
as well as at sites that they previously owned or operated, or may acquire. Our liability for such claims may be joint and several, so
that we may be held responsible for more than our share of the contamination or other damages, or for the entire share.
Environmental
activism and initiatives aimed at limiting climate change and a reduction of air pollutants could interfere with our business activities,
operations and ability to access capital sources.
Participants
in the mining industry are frequently targeted by environmental activist groups that openly attempt to disrupt the industry. It is possible
that our strategic alliance counterparts may be the target of such activism in the future, including when we attempt to grow our business
through acquisitions, when our strategic alliance counterparts commence new mining operations or register our securities with the SEC.
If that were to happen, our ability to operate our business or raise capital could be materially and adversely impacted.
Our
future strategic alliance counterparts’ mines are subject to stringent foreign, federal and state safety regulations that increase
their cost of doing business at active operations and may place restrictions on theirs or our methods of operation. Any change to government
regulation/administrative practices may have a negative impact on our ability to operate and our profitability. In addition, government
inspectors in certain circumstances may have the ability to order the mining operations of our strategic alliance counterparts to be
shut down based on safety considerations.
Federal,
state, local and foreign mining regulations are routinely expanded, changed, applied or interpreted in manners which could fundamentally
alter the ability of our Company to carry on our business, by raising compliance costs and increasing potential liability. This and other
future mine safety rules could potentially result in or require significant expenditures by our strategic alliance counterparts, as well
as additional safety training and planning, enhanced safety equipment, more frequent mine inspections, stricter enforcement practices
and enhanced reporting requirements. At this time, it is not possible to predict the full effect that current, new or proposed statutes,
regulations and policies will have on the operating costs of our strategic alliance counterparts, but any expansion of existing regulations,
or making such regulations more stringent may inadvertently have a negative impact on the profitability of our operations.
Our
business model may result in various legal proceedings, which may have an adverse effect on our business.
Due
to the nature of our business, at times we may be involved in legal proceedings incidental to our normal business activities. We will
not be able to predict the outcome, and there is always the potential that the costs of litigation in an individual matter or the aggregation
of many matters could have an adverse effect on our cash flows, results of operations or financial position.
A
resurgence of COVID-19 or a new pandemic may have a negative impact on our business.
A
resurgence of COVID-19 or a new pandemic could present a significant and unforecastable risk to the Company and our business plan. Any
restrictions on national and international travel, required closures, travel and import/export restrictions, and sipping impacts may
make made it increasingly difficult to carry out normal business activities related to corporate finance efforts, the pursuit of new
customers for the Company’s products and services and curtailment of delivery of commodities to customers. As a result, a resurgence
of the COVID-19 pandemic or a new pandemic will almost certainly increase risks of lower revenues and higher losses for the Company.
Risks
Related to this Offering and Our Common Stock
Trading
on the OTCQB may be volatile and sporadic, which could depress the market price of our Common Stock and make it difficult for our stockholders
to resell their shares.
Our
Common Stock is quoted on the OTCQB operated by OTC Markets Group Inc. Trading in stock quoted on the OTCQB is often thin and characterized
by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This
volatility could depress the market price of our Common Stock for reasons unrelated to operating performance. Moreover, the OTCQB is
not a stock exchange, and trading of securities on the OTCQB is often more sporadic than the trading of securities listed on a quotation
system like NASDAQ or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any of the shares.
Our
stock is a penny stock. Trading of our stock may be restricted by the Securities and Exchange Commission’s penny stock regulations
which may limit a stockholder’s ability to buy and sell our stock.
Our
stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock”
to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per
share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements
on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited
investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000
or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared
by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny
stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation
of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock
held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before
or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not
otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment
for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the
effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage
investor interest in and limit the marketability of our Common Stock.
The
Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder’s
ability to buy and sell our stock.
In
addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment
to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to
recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain
information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least
some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock,
which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
Because
we can issue additional shares, purchasers of our shares may incur immediate dilution and may experience further dilution.
We
are authorized to issue up to 1,000,100,000 shares, consisting of 1,000,000,000 shares of Common Stock, and 100,000 shares of Series
A Super-Voting Preferred Stock. The Board has the authority to approve additional share issuances, and to determine the rights, preferences
and privileges of such shares, without consent of any of our stockholders. Consequently, our stockholders may experience more dilution
in their ownership of the Company in the future.
An
active, liquid and orderly trading market for our common stock may not develop or be maintained, and our stock price may be volatile
and/or decrease substantially as a result of the sale of the shares.
Active,
liquid and orderly trading markets usually result in less price volatility and more efficiency in carrying out investors’ purchase
and sale orders. The market price of our Common Stock could vary significantly as a result of a number of factors, some of which are
beyond our control. In the event of a drop in the market price of our Common Stock, you could lose a substantial part or all of your
investment in our Common Stock.
The
following factors could affect our stock price:
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our
operating and financial performance; |
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quarterly
variations in the rate of growth of our financial indicators, such as net income per share, net income and revenues; |
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the
public reaction to our press releases, our other public announcements and our filings with the SEC; |
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strategic
actions by our competitors; |
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changes
in revenue or earnings estimates, or changes in recommendations or withdrawal of research coverage, by equity research analysts; |
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speculation
in the press or investment community; |
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the
failure of research analysts to cover our Common Stock; |
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sales
of our Common Stock by us or underwriters or the perception that such sales may occur; |
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changes
in accounting principles, policies, guidance, interpretations or standards; |
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additions
or departures of key management personnel; |
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actions
by our stockholders; |
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general
market conditions, including fluctuations in commodity prices; |
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domestic
and international economic, legal and regulatory factors unrelated to our performance; and |
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the
realization of any risks described under this “Risk Factors” section. |
The
stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular
companies. These broad market fluctuations may adversely affect the trading price of our Common Stock. Securities class action litigation
has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s
securities. Such litigation, if instituted against us, could result in very substantial costs, divert our management’s attention
and resources and harm our business, operating results and financial condition.
The
Series A Super-Voting Preferred stockholders will have the ability to direct the voting of a majority of the voting power of our Common
Stock, and their interests may conflict with those of our other stockholders.
The
Series A Super-Voting Preferred stockholders will hold a voting control equivalent to approximately 66.36% of our Common Stock, making
us a controlled company since the Series A Super-Voting Preferred stockholder will continue to own a majority of the voting power of
shares eligible to vote in the election of our directors.
As
a result, the Series A Super-Voting Preferred stockholders will be able to control matters requiring stockholder approval, including
the election of directors, changes to our organizational documents and significant corporate transactions. This concentration of ownership
makes it unlikely that any other holder or group of holders of our Common Stock will be able to affect the way we are managed or the
direction of our business. The interests of the Series A Super-Voting Preferred stockholders with respect to matters potentially or actually
involving or affecting us, such as future acquisitions, financings and other corporate opportunities and attempts to acquire us, may
conflict with the interests of our other stockholders. The Series A Super-Voting Preferred stockholders’ concentration of voting
control may also adversely affect the trading price of our Common Stock to the extent investors perceive a disadvantage in owning stock
of a company with significant stockholders.
We
may issue preferred stock whose terms could adversely affect the voting power or value of our Common Stock.
Our
amended and restated certificate of incorporation will authorize us to issue, without the approval of our stockholders, one or more classes
or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our Common
Stock respecting dividends and distributions, as our Board may determine. The terms of one or more classes or series of preferred stock
could adversely impact the voting power or value of our Common Stock. For example, we might grant holders of preferred stock the right
to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions.
Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock could affect
the residual value of the Common Stock.
We
are an “emerging growth company” under the federal securities laws and we cannot be certain if the reduced disclosure requirements
applicable to emerging growth companies will make our common stock less attractive to investors.
We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities
Act”), and we may take advantage of certain exemptions from various reporting requirements that are not applicable to other public
companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor
attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in
our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation
and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common
stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there
may be a less active trading market for our common stock and our stock price may be more volatile.
In
addition, an “emerging growth company” may take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company”
can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing
to take advantage of the extended transition period for complying with new or revised accounting standards.
We
will remain an “emerging growth company” until the last day of the fiscal year following the fifth anniversary of the date
of the first sale of our common stock pursuant to an effective registration statement under the Securities Act, although we will lose
that status sooner if our revenues exceed $1.235 billion, if we issue more than $1 billion in non-convertible debt in a three year period,
or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last day of our most recently
completed second fiscal quarter.
Investors
may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent
as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and
results of operations may be materially and adversely affected.
If
securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations
regarding our Common Stock or if our operating results do not meet their expectations, our stock price could decline.
The
trading market for our Common Stock will be influenced by the research and reports that industry or securities analysts may publish about
us or our business. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could
lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or
more of the analysts who cover our company downgrades our Common Stock or if our operating results do not meet their expectations, our
stock price could decline.
Investors’
interests in our Company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares
or raise funds through the sale of equity securities.
Our
articles of incorporation authorize the issuance of 1,000,100,000 shares of capital stock, consisting of 1,000,000,000 shares of Common
Stock, and 100,000 shares of Series A Super-Voting Preferred stock, both with a par value of $0.001. If we are required to issue any
additional shares or enter into private placements to raise financing through the sale of equity securities, investors’ interests
in our Company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such
securities are sold. If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership
and voting power of all other stockholders. Further, any such issuance may result in a change in our control.
There
is not an active liquid trading market for the Company’s common stock.
The
Company’s common stock is quoted on the OTCQB under the symbol “MTWO”. However, there has been minimal reported trading
to date in the Company’s common stock, and we cannot give an assurance that an active trading market will develop. As a result,
investors may find it difficult to dispose of, or to obtain accurate quotations of the price, our securities. This severely limits the
liquidity of the Common Stock and may adversely affect the market price of our Common Stock. A limited market may also impair our ability
to raise capital by selling shares of capital stock and may impair our ability to acquire other companies or assets by using Common Stock
as consideration.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus (including the section regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations)
and any prospectus supplement contains forward-looking statements, about our expectations, beliefs or intentions regarding, among other
things, our product development efforts, business, financial condition, results of operations, strategies or prospects. In addition,
from time to time, our representatives have made or may make forward-looking statements, orally or in writing. Forward-looking statements
can be identified by the use of forward-looking words such as “believe,” “expect,” “intend,” “plan,”
“may,” “should” or “anticipate” or their negatives or other variations of these words or other comparable
words or by the fact that these statements do not relate strictly to historical or current matters. These forward-looking statements
may be included in, but are not limited to, various filings made by us with the SEC, press releases or oral statements made by or with
the approval of one of our authorized executive officers. Forward-looking statements relate to anticipated or expected events, activities,
trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these
statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future
results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially
from the activities and results anticipated in forward-looking statements, including, but not limited to, the factors summarized below.
This
prospectus identifies important factors which could cause our actual results to differ materially from those indicated by the forward-looking
statements, particularly those set forth under the heading “Risk Factors,” beginning on page 8 of this prospectus. The
risk factors included in this prospectus are not necessarily all of the important factors that could cause actual results to differ materially
from those expressed in any of our forward-looking statements. Given these uncertainties, you are cautioned not to place undue reliance
on such forward-looking statements.
All
forward-looking statements attributable to us or persons acting on our behalf speak only as of the date of this prospectus and are expressly
qualified in their entirety by the cautionary statements included in this prospectus. We undertake no obligations to update or revise
forward-looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated
events. In evaluating forward-looking statements, you should consider these risks and uncertainties.
USE
OF PROCEEDS
We
will not receive any of the proceeds from the sale of the shares of our Common Stock being offered for sale by the selling stockholders.
We will bear all fees and expenses incident to our obligation to register the shares of Common Stock. Brokerage fees, commissions and
similar expenses, if any, attributable to the sale of shares offered hereby will be borne by the applicable selling stockholders.
DIVIDEND
POLICY
We
have never paid any cash dividends on our Common Stock and do not anticipate paying any cash dividends on our Common Stock in the foreseeable
future. We presently intend to retain all earnings to implement our business plan. Any future determination to pay cash dividends will
be at the discretion of our Board and will be dependent upon our financial condition, results of operations, capital requirements and
such other factors as our Board deems relevant. Our ability to pay cash dividends is subject to limitations imposed by state law.
OUR
BUSINESS
Our
Business
Our
Vision
Our
vision is to develop a world-class portfolio of critical minerals and materials projects. The diversity of our portfolio would provide
an integrated solution to the challenges facing the critical minerals and materials industry.
The
Global Energy Transition
Renewable
energy is expected to overtake coal by 2025 as the world’s largest source of electricity (Source: “The Clean Energy Future
is Arriving Faster Than You Think,” NY Times, August 12, 2023). The growth in renewable energy is exponential.
In
the U.S., the Secretary of Energy pursuant to authority under the Energy Act of 2020 determines the list of critical minerals and materials.
The final 2022 list of critical minerals includes the following 50 minerals: Aluminum, antimony, arsenic, barite, beryllium, bismuth,
cerium, cesium, chromium, cobalt, dysprosium, erbium, europium, fluorspar, gadolinium, gallium, germanium, graphite, hafnium, holmium,
indium, iridium, lanthanum, lithium, lutetium, magnesium, manganese, neodymium, nickel, niobium, palladium, platinum, praseodymium, rhodium,
rubidium, ruthenium, samarium, scandium, tantalum, tellurium, terbium, thulium, tin, titanium, tungsten, vanadium, ytterbium, yttrium,
zinc, and zirconium.
The
vital market for critical minerals and metals is the enabling component of the vital transition of the energy market. The infrastructure
requirement for clean energy is dependent on the availability of the raw materials that these minerals represent. The future of the nation’s
economic security and our national defense industry is reliant on an uninterrupted supply chain of minerals and metals.
Nickel,
lithium, cobalt, and graphite are used in batteries. Rare-earth minerals such as neodymium and samarium are essential to the magnets
of wind turbines and electric motors. An unstable supply of these minerals threatens the continued growth of renewable energy.
The
chart in figure 1 depicts the projected growth of the demand for specific minerals that provide the base material for the manufacturing
of electrical vehicle and energy storage batteries. The growth rate for projected demand in 2050 is presented using 2020 as the base
of comparison (Source: https://www.iea.org/reports/the-role-of-critical-minerals-in-clean-energy-transitions; The Role of Critical Minerals
in Clean Energy Transitions”).
Figure
1: Energy Storage Minerals
Many
of these critical minerals are mined and processed in a small number of countries, as illustrated in the chart in Figure 2 (Source: “The
global fight for critical minerals is costly and damaging,” Nature, July 19, 2023).
Figure
2: Sources of Minerals
The
current dependence on foreign sources for critical materials supply flow and minerals processing must be addressed in the short and mid-term
to create a stable supply chain of these materials to support both the national and economic security of the U.S. The table (Figure 3)
depicts the current level of foreign sources for critical minerals by industry (Source: U.S. Department of the Interior U.S. Geological
Survey, MINERAL COMMODITY SUMMARIES 2023).
Figure
3: Critical Minerals List Associated with Key Industries
Our
Organizational Chart
It
is currently anticipated that M2i’s structure will be built upon three separate business units with standalone P&Ls to carry
on the Company’s objectives. Each P&L will be led by a vice president, who will work with a management team focused on implementing
and building each effort into a business line, taking advantage of federal and state incentives, and building its own profit and loss
contributions to the overall organization. The vice presidents will report through the Chief Operations Officer to the president/chief
executive officer of the Company. M2i business development will be a cross-functional discipline whose responsibilities cut across the
organization. M2i will establish a finance department, staffed by a Chief Financial Officer and Controller to ensure the effective
and efficient management of funds, and to implement appropriate accounting controls.
Mining, Processing &
Refining
The
primary business purpose of Mining, Processing & Refining (MPR) will be to develop and supply the U.S. sanctioned value chain
of critical metals needed by the U.S. and its free trade partners. M2i PMM will supply the 50 critical minerals and Rare Earth Elements
(“REE”) as defined by the U.S. Geologic Survey 2022. These minerals will be sourced globally from mines adhering to ethical
extraction principles and guidelines.
Strategic
Alliances
The
Company expects to enter several strategic alliances (“SAs”) to further its business objectives; namely through multiple
mechanisms including asset acquisition and independent supply contracts. The SAs will likely be with companies that can expand our capability
to extract minerals from existing mines, assist in implementing new mining projects, and develop and place into production new technologies
and processes in extracting and processing minerals. Our efforts, and particularly our JVs, will be focused on delivering guaranteed
access to critical minerals and metals for national defense and economic security.
Currently,
we have entered into a strategic alliance (SA) with Reforme Group (“Reforme”), an Australian mining and recycling company
(the “SA Agreement”) wherein Reforme and M2i will create an Australian proprietary limited company (“M2iAust”)
to source and trade critical metals and strategic minerals.
It is currently anticipated that M2i and Reforme Group will each be equal shareholders in M2iAust. It is currently anticipated that the
SA Agreement will enable us to capitalize on Reforme’s expertise in critical minerals. Reforme is an innovative Australian mining
services, infrastructure, recycling, and renewables company with specialized expertise in the development of green and brown field mining
projects with the demonstrated capability in end-to-end management of mine operations, processing, logistics and off-take negotiations.
The
SA will play a pivotal role in advancing the critical minerals supply chain and contributing to the global energy transformation. We
expect that the SA will extract critical minerals from existing brownfield mines’ tailings utilizing a novel extraction technology
and process developed by Reforme. Reforme’s technology includes mine remediation methods to return the site to a state that would
satisfy government and community concerns. It is anticipated that Reforme will grant M2iAust a right of first refusal to enter into offtake
agreements with Reforme or its related corporate bodies for any critical metals and strategic minerals extracted from mining tenements
owned or controlled by Reforme. M2i will support the development of strategic resources by Reforme. Together, the companies will refer
any third party off take opportunities in the Asia Pacific region for strategic resources to M2iAust. M2iAust will negotiate offtake
agreements to secure offtake from Reforme and third parties for offtake which will be sold to M2i in subsequent offtake agreements. The
JV has a term of 5 years unless agreed otherwise. By leveraging their combined expertise and resources, the partners intend to establish
a more sustainable and efficient critical minerals ecosystem that fully aligns with the objectives outlined in the United States-Australian
Climate, Critical Minerals, and Clean Energy Transformation Compact.
The
Company’s subsidiary, U.S. Minerals and Metals Corp.,(“USMM”) has assigned its two contracts with Lyons Capital, LLC
to the parent Company, M2i Global, Inc. On February 23, 2023, USMM, and Lyons Capital, LLC (“Lyons”) entered into a business
development agreement wherein Lyons agreed to act as Senior Strategic and Business Development Advisor to USMM for a term of 10 years
(the “BDA”). Lyons received, on January 2, 2024, and on the first business day of each year thereafter 10,000,000 shares
of USMM’s common stock in exchange for a purchase price of $1,000 per year. The BDA may be terminated by either party for any reason
effective upon the first business day of the calendar year following the termination notice provided at least 30 days in advance.
Lyons
and USMM also entered into the Wall Street Conference Business Development Agreement on February 23, 2023 (the “WSCA”), which
was also assigned to the parent Company, M2i Global, Inc. In the WSCA, Lyons agreed, for a term of 5 years, to provide USMM with a yearly
event sponsorship, including a speaking slot at the Wall Street Conference organized by Lyons, and introductions to, among others, personnel
for business development opportunities. In exchange, Lyons will receive $2,000,000 per year in either cash or shares of USMM.’s
common stock (if elected, the issuance of shares will be issued at a purchase price of $200 per year).
Pursuant
to the Agreement and Plan of Merger, dated as of May 12, 2023, and entered into by and among Inky, Inc. and U.S. M and M Acquisition
Corp. and U.S. Minerals and Metals Corp., which is annexed hereto as exhibit 2.01 below, at the time of consummation of the merger, all
shares of USMM were simultaneously converted into shares of M2i Global, Inc.’s common stock, and thus, any shares issued by USMM
pursuant to the BDA or WSCA, as referenced above are now issued from M2i Global, Inc.
Scrap
& Recycling
Critical
metals are of vital importance for the defense sector across the air, sea, and land domains. For instance, tantalum is needed in warheads,
and high-performing alloys used in fuselages of combat aircraft require niobium, vanadium, and molybdenum.
We
see an opportunity to establish a closed-loop, transparent program for capturing and returning critical metals and minerals in the defense
industrial supply chain. This program would encompass both new production and end-of-life systems, ensuring that these valuable resources
are reused domestically rather than relying on foreign sources.
The
defense supply chain presents a significant volume of critical metals that can be effectively recycled and reused. By tapping into this
resource and establishing M2i as an efficient supplier of this service, we can capture a considerable market share. This opportunity
arises from the fact that no recycling company, to our knowledge, has successfully accomplished this on a large scale thus far.
Government & Defense
Industrial Base
Government & Defense Industrial
Base (GDIB) is the business unit established with the goals of aligning U.S. policy in terms of industry requirements and national
interests. The cornerstone of the value proposition of GDIB is the creation and management of the Strategic Minerals Reserve (“SMR”)
in collaboration with the federal government to enable an uninterrupted supply of the most critical minerals and metals to mitigate the
current and future vulnerabilities of this vital supply chain. We expect the SMR to augment or enhance the National Defense Stockpile.
GDIB
will focus on two key efforts, the implementation
of the SMR and the ongoing liaison with the government at the federal, state, and local levels. Critical to the success of the SMR will
be the continuing dialogue with key congressional members. We have established congressional support in Nevada and are working to receive
both an authorization in the annual National Defense Authorization Act, as well as, an appropriation of funding to enable the implementation
of the SMR. GDIB also aims to establish a collaboration with Hawthorne Army Depot, located in Hawthorne, Nevada, to obtain the
storage and administrative space to conduct a pilot demonstration.
The
ongoing liaison with select members of the congressional contingent from Nevada will act to ensure that the SMR pilot retains the focus
of each respective office. We expect that the conclusion of a successful pilot will lead to the establishment of the second phase of
the SMR, which is to build out the SMR to multiple locations, and to stockpile critical minerals that would extend supply beyond the
DOD industry to private sector industry organizations in the event of a disruption to the flow of critical minerals.
Human
Capital
Recruiting
the right people will be critical to our success. We believe that the team of officers, directors and advisors that we have already assembled
will provide a strong foundation for developing our business.
Financing
Sources
We
estimate that our first two years of operation will require $20-30 million. Our aim is to obtain government funding to meet this need.
Competition
The
Company, upon achieving its business objectives, believes it will be one of the only companies that operates across the full spectrum
of the mineral and metals industry.
The
rare earths mining and processing markets are capital intensive and competitive. Outside of the six (6) major rare earth producers in
China, and those consolidated under their production quotas-there are only two other producers operating at scale, MP Materials
and Lynas, which processes its rare earth materials in Malaysia. The Company’s competitors may have greater financial resources,
as well as other strategic advantages to maintain, improve and possibly expand their facilities.
It
is possible that when the Company achieves its anticipated production rates and other planned products, the increased competition could
lead competitors to engage in predatory pricing behavior. Any increase in the amount of rare earth products exported from other nations,
and increased competition, whether legal or illegal, may result in price reductions, reduced margins and loss of potential market share,
any of which could materially adversely affect our profitability.
Additionally,
our potential Chinese competitors have historically been able to produce at relatively low costs due to domestic economic and regulatory
factors, including less stringent environmental regulations. If we are not able to achieve anticipated costs of production, then any
strategic advantages that our competitors may have over us, such as lower labor and production costs, could have a material adverse effect
on our business. As a result of these factors, we may not be able to compete effectively against current and future competitors.
Many
of the Company’s competitors, as well as potential competitors, possess substantially greater financial, marketing, personnel and
other resources than the Company. The Company’s competitors and potential competitors include far larger, more established companies
that have access to capital markets, and to other funding sources that may be unavailable to the Company. There can be no assurance the
Company will be able to compete successfully against current or future competitors or that competitive pressures faced by the Company
will not materially adversely affect its business, operating results, and financial condition.
Compliance
with Government Regulation
Mining
operations and exploration activities are subject to various national, state, and local laws and regulations in United States, as well
as other jurisdictions, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health,
waste disposal, protection of the environment, mine safety, hazardous substances and other matters.
We
believe that we are and will continue to be in compliance in all material respects with applicable statutes and the regulations passed
in the United States. There are no current orders or directions relating to our Company with respect to the foregoing laws and regulations.
Corporate
Information
Our
Common Stock is quoted on the OTCQB under the symbol “MTWO”.
Our
principal executive offices are located at 885 Tahoe Blvd. Incline Village, NV 89451, and our telephone number is (775) 909-6000.
Our main corporate website is located at https://www.m2icorp.com. The information on our website is not incorporated by reference into
this prospectus.
DESCRIPTION
OF PROPERTY
Our
principal executive offices are located at 885 Tahoe Blvd. Incline Village, NV 89451. The Company does not own any property or hold any
leases.
LEGAL
PROCEEDINGS
We
know of no other material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any other
material proceeding or pending litigation. There are no other proceedings in which any of our directors, executive officers or affiliates,
or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You
should read the following discussion and analysis of financial condition and results of operations of M2i Global, Inc., together with
our annual audited financial statements as of November 30, 2023, and, 2022, and unaudited financial statements as of May 31, 2024, and
the related notes included elsewhere in this prospectus. You should read the sections titled “Risk Factors” and “Special
Note Regarding Forward-Looking Statements” for a discussion of important factors that could cause actual results to differ materially
from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
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:
| |
● |
Mining, Processing & Refining: a business engaged in sourcing, extraction, processing, refining, transporting and selling primary
minerals and metals; |
| |
● |
Scrap & Recycling: a business engaged in the collection, processing, transporting and selling of scrap, recycled and reused metals;
and |
| |
● |
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. |
Recently
Issued Accounting Pronouncements
During
the period ended May 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
May 31, 2024, the Company had a cash balance of $72,508, as compared to a cash balance of $48,197 at November 30, 2023. The Company incurred
negative cash flow from operations of $783,994 for the period ended May 31, 2024, as compared to negative cash flow from operations of
$234,717 in the comparable prior year period. The increase in negative cash flows from operations was primarily from an increase in net
loss and increase in accounts payable and accrued expenses. Cash flows from financing activities during the period ended May 31, 2024,
totaled $808,305, as compared to cash flows from financing activities in the comparable prior year period. The increase in cash provided
by financing activities is primarily the result of $772,935 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 Six Months Ended May 31, 2024 and May 31, 2023
For
the comparable three months ended May 31, 2024 and May 31, 2023, the Company’s revenues totaled $0. For the six months ended May
31, 2024 and May 31, 2023, the Company’s revenues totaled $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 May 31, 2024, our operating expenses increased to $1,348,812 compared to $539,140 for the comparable period in
2023. The increase of $809,672 was primarily driven by travel and professional fees for consultants to implement the shift in strategic
focus and preparations for increased operations. For the six months ended May 31, 2024, our operating expenses increased to $2,023,997
compared to $570,531 for the comparable period in 2023. The increase of $1,453,466 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.
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.
Results
of Operations for the fiscal years ended November 30, 2023 and 2022:
Revenue
During
the fiscal years ended November 30, 2023 and 2022 we generated total revenue of $3,400 and $1,000, respectively.
Operating
expenses
For
the fiscal year ended November 30, 2023, operating expenses were $1,982,836, compared to $67,442 for the year ended November 30, 2022.
Operating expenses consist primarily of general and administrative expenses and legal and professional fees incurred in connection with
the operation of our business. The net increase of $1,915,394 in operating expenses was primarily a result of an increase in professional
fees to implement the change in business as noted in Part I, Item 1 earlier in this document.
Net
Loss
Our
net loss for the fiscal years ended November 30, 2023 and 2022 was $1,990,162 and $66,442, respectively.
Liquidity
and Capital Resources and Cash Requirements
As
of November 30, 2023, the Company had cash of $48,197 and $114 as of November 30, 2022. Furthermore, the Company had a working capital
deficit of $1,038,946 and $108,369 as of November 30, 2023 and 2022, respectively.
During
the fiscal year ended November 30, 2023, the Company used $1,611,258 of cash in operating activities compared to $13,010 of cash in operating
activities during the year ended November 30, 2022. The increase in cash used in operating activities were the result of increased general
and administrative expenses and legal and professional fees.
During
the fiscal year ended November 30, 2023, the Company had no cash flows from investing activities. During the fiscal year ended November
30, 2022, the Company used $21,370 cash flows in investing activities related to website development.
During
the fiscal year ended November 30, 2023, the Company generated $1,659,341 cash in financing activities which came from related-party
loan of $608,319, a convertible note of $250,000 and proceeds from sale of common stock of $1,236,022 offset by repurchase of common
stock of $435,000. During the fiscal year ended November 30, 2022, the Company generated $34,380 of cash in financing activities which
came from a related-party loan.
OFF
BALANCE SHEET ARRANGEMENTS
We
have no off-balance sheet arrangements, including arrangements that would affect our liquidity, capital resources, market risk support
and credit risk support or other benefits.
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.
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 May 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.
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 November 30, 2023,
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 weaknesses which are still applicable:
| |
● |
We
do not have an audit committee |
| |
● |
We
did not implement appropriate information technology controls |
Management
plans to address these material weaknesses in the coming quarters.
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. |
Critical
Accounting Estimates
Our
consolidated financial statements and accompanying notes are prepared in accordance with US GAAP. Preparing financial statements requires
management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates
and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature
of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our
financials.
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. 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.
MANAGEMENT
Directors
and Executive Officers
Set
forth below is certain information with respect to the individuals who are our directors and executive officers.
Doug
Cole
Mr.
Cole, age 67, is Executive Chairman and Chief Financial Officer of M2i Global, Inc. Doug brings over 39 years of experience in sales,
marketing, and leadership roles, having run over 8 companies, both public and private. He has focused all his time on global development
of startup companies and turnarounds. He has been involved with raising millions of dollars for his companies and numerous M&A work.
As a private and public chairman, CEO, and board member, he has expanded every company he has been involved with, leveraging relationships
globally. He has spoken at many major industry conferences throughout his career.
Prior
to M2i, Doug was Chairman and CEO of American Battery Metals Corporation (ABML) from 2017 to 2021, where he orchestrated a successful
turnaround that resulted in a high of a $2 billion market capitalization. Mr. Cole led the transition from a lithium exploration and
development company to a lithium asset and lithium-ion battery metal recycling company and left the company in August of 2021. He was
a Partner overseeing all ongoing deal activities with Objective Equity LLC from 2005 through 2016, a boutique investment bank focused
on the high technology, data analytics and the mining sector.
Since
1977, Mr. Cole has held various executive roles, including Chairman, Executive Vice Chairman, Chief Executive Officer and President of
multiple public corporations. From May 2000 to September 2005, he was also the Director of Lair of the Bear, The University of California
Family Camp located in Pinecrest, California. During the period between 1991 and 1996 he was the CEO of HealthSoft and he also founded
and operated Great Bear Technology, which acquired Sony Image Soft and Starpress, then went public and eventually sold to Graphix Zone.
In 1995, Mr. Cole was honored by New Enterprise Associates, a leading venture capital firm, as CEO of the year.
Since
1982 he has been very active with the University of California, Berkeley where he mentors early-stage technology companies. Mr. Cole
has extensive experience in global M&A and global distributions. He obtained his BA in Social Sciences from UC Berkeley in 1978.
Alberto
Rosende
Major
General (Ret) Alberto “Al” Rosende, age 62, is President & CEO of M2i Global Inc. Al has over 37 years of command and
operational experience in the Army. In his private sector career, Al spent 28 years in the global payments industry, where he worked
for two of the largest global payment brands in a variety of responsibilities, providing operational and risk management consulting services
to client banks and payment processors operating in the Latin America and Caribbean Region.
Al
joined M2i in March of 2023 where he previously led M2i’s business operations and integration efforts, focused on ensuring efficient
operations across M2i’s business units, as well as driving the effective and timely integration of new entities and technologies,
focusing on realizing planned revenue and operational contributions to M2i, in order to optimize M2i’s growing economies of scale.
A major component of Al’s previous responsibilities was leading the Government & Defense Industrial Base effort, where he endeavored
to strengthen our relationships with federal, state, and local governmental entities, agencies and departments to develop Public Private
Partnerships (P3). Special focus continues to be the creation of a national Strategic Mineral Reserve similar in scope and operation
to the federal government’s Strategic Petroleum Reserve.
Al
retired from the U.S. Army in December of 2021 with over 37 years of service, after spending the last four plus years serving in a full-time
capacity. After transitioning from the Army, he returned to work in the payments industry as a consultant, serving as President of Emerg-Int
Group, which he founded in 2016. He served as Head of Cards & Payments for Hi Americas during the period of March to July 2022,
an early wage access start-up firm and subsidiary of Hi-UK. Al also provided consulting services to Axyde Analytics, responsible for
customer support for key clients during the period of August 2022 thru February 2023. Since January 2023, Al has served as a Senior Instructor
for the Next Leadership Academy (since January 2023).
Al
holds a BS in Business Administration from Nova Southeastern University, an MS in National Resource Strategy from the Eisenhower School
of National Security and Resource Strategy of the National Defense University, and an MA from The George Washington University in
Education and Human Development.
Doug
MacLellan
Doug
MacLellan, age 68, has provided management advice and counsel on: strategic planning, operational activities, corporate finance, economic
policy, asset allocation and mergers & acquisitions throughout his professional career as a senior international business executive
and or as a member of the board of directors of numerous companies. He has helped raise over US$1 billion for development stage, start-up
and mid-cap companies. In regard to U.S. publicly listed companies experience, Mr. MacLellan has over 25 years of public company board
experience and 17 years of active audit committee chair experience that includes managing through difficult investigative matters. Mr.
MacLellan is also a regular speaker at industry conferences and has been interviewed on various syndicated radio and television news
programs in regard to his insights related to China business, selected industries and economic forecasts. MacLellan is also a co-founder
of a NASDAQ listed green battery metals miner and recycler company.
Mr.
MacLellan holds over 30 years of senior level international executive business experience primarily in the natural resources, pharmaceuticals,
telecoms, software, consumer products and IT industries as well as in capital formation and capital markets for new and emerging technologies
and companies. MacLellan has been a catalyst for the development and financing of global businesses in the United States and in the countries
of: Bulgaria, Cambodia, Canada, Chile, China, Hungary, India, Korea, Madagascar, Vietnam and Russia. MacLellan’s career has had
a contemporary focus on the mining, recycling and securitization of strategic materials and critical elements.
Mr.
MacLellan’s board experience includes serving as an independent director and Chairman of the Compensation Committee of American
Battery Technology Company (NASDAQ: ABAT) from October 2017 to February 2022. MacLellan also served as an independent director and Chairman
of the Audit Committee of ChinaNet Online Holdings, Inc. (NASDAQ: CNET) a media development, advertising and communications company from
November 2009 to December 2017. Mr. MacLellan also held various Board positions and was Chairman and chief executive officer at Radient
Pharmaceuticals Corporation (OTCQB: RXPC), a vertically integrated specialty pharmaceutical company from September 1992 through April
2014.
Mr.
MacLellan served as President and Chief Executive Officer for the MacLellan Group, an international financial advisory firm from March
1992 through January 2016. From August 2005 to May 2009, MacLellan was a co-founder and vice chairman at Ocean Smart, Inc., a Canadian
based aquaculture company. From February 2002 to September 2006, Mr. MacLellan served as chairman and cofounder at Broadband Access MarketSpace,
Ltd., a China based IT advisory firm, and was also a co-founder at Datalex Corp., a software and IT company specializing in mainframe
applications, from February 1997 to May 2002. Mr. MacLellan was educated at the University of Southern California with a degree in economics
and international relations.
Anthony
Short
Mr.
Short, 65, is an experienced public company director with over 30 years in the hard rock mining and oil and gas sectors, both internationally
and within Australia. Mr. Short has a demonstrated history of working in the venture capital and private equity industries, and has sound
experience in corporate governance in both the public and private sectors. Mr. Short is skilled in investor relations, analytical skills,
asset management, management, and corporate development. Additionally, Mr. Short is a strong business development professional and a
proven business innovator, with commercial delivery of cutting-edge propriety mining technology developed in conjunction with AusIndustry
and the University of Adelaide, South Australia.
Mr.
Short has been the Chairman of Reforme Group since 2018 and the company now successfully operates the Frances Creek iron ore mine in
the Northern Territory. Reforme, in conjunction with AusIndustry and the University of Adelaide, South Australia, has developed a ‘World-First’
ore sorting technology that allows low grade iron ore to be beneficiated to Direct Shipping Ore (DSO). Reforme holds the propriety technology
rights for this beneficiation process and are now in talks with other industry groups who are interested in using this advanced technology
to beneficiate their lower grade ore, making it amenable to offshore shipping. Reforme successfully entered into a working partnership
with Anglo America in early 2020 which saw the first trial shipment of beneficiated ore leave Darwin Port in June 2021.
Reforme,
through their partnership with AusIndustry and the University of Adelaide, are commencing works on their second research and development
project which is based on multiple commodity extraction from epithermal polymetallic Au, Ag, Co, Cu deposits. Reforme is a privately
owned Australian company which is 30% owned by the Traditional Landowners. The company provides employment and upskilling opportunities
to the local Northern Territory communities.
Additionally,
Mr. Short is chairman and founder of the Nova Terra Institute. The Nova Terra Institute (“Nova Terra”) is an Australian research
and development institute with a mission to address real-world problems by facilitating a synergistic collaboration between industry,
academia, and other likeminded research organizations. By linking advanced science with practical applications, the not-for-profit aims
to facilitate the creation of commercially viable solutions that address critical environmental concerns for the betterment of society
and the protection of our planet. We foster collaboration and support the innovation efforts of Australian businesses and thought leaders,
driving improvements in critical mineral recovery, mine waste rehabilitation, recycling, and renewable energy supplies.
Mr.
Short is Chairman of Komodo Capital which is an Australian based, internationally focused corporate finance advisory firm which specializes
in mergers and acquisitions. Komodo currently holds mandates with the Company to facilitate transactions in Australia .
Mr.
Short holds a Bachelor of Physical Education and a Bachelor in Commerce from the University of Western Australia in 1979, a Graduate
Diploma of Finance from Curtin University Western Australia in 1983, and is a member of the Australian Institute of Company Directors.
Family
Relationships
There
are no family relationships with any of the executive officers or directors of the Company and the above referenced individual. Other
than as set forth in the Agreement, there are no arrangements or understandings between the above referenced individual and any other
persons pursuant to which he was selected as a director, and there are no transactions in which he has an interest requiring disclosure
under Item 404(a) of Regulation S-K.
Election
of Directors and Officers
All
of our directors will hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified.
The officers of our Company are appointed by our Board and hold office until their death, resignation or removal from office.
Legal
Proceedings
We
know of no material proceedings in which any of our directors, officers, affiliates or any stockholder of more than 5% of any class of
our voting securities, or any associate thereof is a party adverse or has a material interest adverse to M2i or its subsidiaries. To
the best of our knowledge, none of our directors or executive officers has, during the past ten years:
| |
● |
been
convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor
offences); |
| |
|
|
| |
● |
had
any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business
association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years
prior to that time; |
| |
|
|
| |
● |
been
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction
or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in
any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be
associated with persons engaged in any such activity; |
| |
|
|
| |
● |
been
found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated
a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
| |
|
|
| |
● |
been
the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged
violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions
or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution,
civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting
mail or wire fraud or fraud in connection with any business entity; or |
| |
|
|
| |
● |
been
the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Securities Exchange Act of 1934 (the “Exchange Act”) (15 U.S.C. 78c(a)(26)), any
registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange,
association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Code
of Ethics
We
have adopted a Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer
or controller, or persons performing similar functions, which is a “code of ethics” as defined by applicable rules of the
SEC. The Code of Ethics is intended to meet the requirements for a code of ethics under the Sarbanes-Oxley Act of 2002, or “SOX”,
and is specifically applicable to our principal executive officer, principal financial and accounting officer and controller or persons
performing similar functions. Among other matters, the Code of Ethics is designed to deter wrongdoing and to promote:
| |
● |
honest
and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional
relationships; |
| |
|
|
| |
● |
ethical
and fair dealing with our financial institutions, suppliers, vendors, competitors, agents and employees; |
| |
|
|
| |
● |
full,
fair, accurate, timely and understandable disclosure in our SEC reports and other public communications; |
| |
|
|
| |
● |
compliance
with applicable governmental laws, rules and regulations; |
| |
|
|
| |
● |
lawful
and ethical conduct when dealing with public officials and government entities; |
| |
|
|
| |
● |
prompt
internal reporting of violations of the Code of Ethics to appropriate persons identified in the code; and |
| |
|
|
| |
● |
accountability
for adherence to the Code of Ethics. |
If
we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any
waivers, including implicit waivers, from a provision of our Code of Ethics to our Chief Executive Officer, chief financial officer,
or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies
in a Current Report on Form 8-K filed with the SEC.
Director
Independence
Currently,
we do not have an audit, nominating, or compensation committee or committees performing similar functions. Upon listing on a U.S. national
exchange, we will create an audit, nominating and compensation committee and we will adopt their requisite charters. There has not been
any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors.
Our
board of directors has determined that it does not have a member of its audit committee who qualifies as an “audit committee financial
expert” as defined in Item 407(d)(5)(ii) of Regulation S-K.
From
inception to present date, we believe that the members of our audit committee and the Board have been and are collectively capable of
analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.
We
do not have a standing compensation or nominating committee, but our entire Board act in such capacity. We believe that our directors
are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.
Our directors do not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee
can be adequately performed by the Board. In addition, we believe that retaining additional independent directors who would qualify as
an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given
the early stages of our development.
Board
Meeting Attendance
Our
Board will hold at least one meeting in fiscal year 2024. During such formal meetings, all directors will be in attendance. All proceedings
of the Board will be conducted either at such formal meetings and evidenced by way of minutes of such proceedings or by way of resolutions
consented to in writing by all the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution
at a meeting of the directors are, according to the Nevada Revised Statutes and our Bylaws, as valid and effective as if they had been
passed at a meeting of the directors duly called and held.
It
is our policy to invite directors to attend the meeting of stockholders.
Nomination
Process
There
has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors. As
of May 31, 2024, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our Board.
Our Board does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our Board
has determined that it is in the best position to evaluate our Company’s requirements as well as the qualifications of each candidate
when the Board considers a nominee for a position on our Board. If shareholders wish to recommend candidates directly to our Board, they
may do so by sending communications to the president of our Company at the address on the cover of this registration statement.
Committees
of the Board of Directors
Due
to our relatively small size, we currently do not have an audit, nominating or compensation committee or committees performing similar
functions. There are no policy or procedure requirements for shareholders to submit recommendations or nominations for directors.
The
entire Board will annually review its size and expertise to determine if any additions are necessary to accomplish the Company’s
goals. The Company will ensure it complies with national exchange listing requirements by adding independent directors when the directors
deem it in the best interest of the Company.
Board
Leadership Structure and Role in Risk Oversight
Our
Board is currently led by Doug Cole. We have determined that the leadership structure of our board of directors is appropriate, especially
given the early stage of our development and the size of our Company. Our Board provides oversight of our risk exposure by receiving
periodic reports from senior management regarding matters relating to financial, operational, legal, and strategic risks and mitigation
strategies for such risks.
Compensation
Committee Interlocks and Insider Participation
We
do not have a compensation committee. Doug Cole, Executive Chairman of the Board and Chief Financial Officer, in the prior fiscal year
participated in deliberations of our Board concerning executive officer compensation.
EXECUTIVE
COMPENSATION
The
following table sets forth all compensation received during the years ended November 30, 2022 and 2023 by our former Chief Executive
Officer, Chief Financial Officer and each of the other most highly compensated executive officers whose total compensation exceeded $100,000
in such fiscal year. These officers are referred to as the “named executive officers” in this registration statement. Our
executive officers dedicate 100% of their work efforts to managing and operating the business of the Company. Compensation for the executive
officers of the Company will be negotiated between each executive officer and the Board taking into consideration the successful completion
of the Company’s milestones and such executive officer’s contributions to such milestones and the Company’s success
in general.
Summary
Compensation Table
The
table and discussion below present compensation information for the following executive officers, who constitute our Named Executive
Officers (as defined in Item 402(m)(2) of Regulation S-K promulgated under the Securities Act:
| |
● |
Doug
Cole, Executive Chairman and Chief Financial Officer; |
| |
● |
Jeffrey
W. Talley, Former Chief Executive Officer and Former Director effective August 30, 2024; and |
| |
● |
Ioanna
Kallidou, Former President. |
| Name and Principal Position | |
Year | | |
Salary
($) | | |
Bonus
($) | | |
Stock
Awards(1)
($) | | |
Option
Awards(2)
($) | | |
All Other
Compensation
($) | | |
Total
($) | |
| Doug Cole, Executive Chairman
and Chief Financial Officer(1) | |
| 2022 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| 2023 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 305,667 | | |
| 305,667 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Jeffrey W. Talley, Former
Chief Executive Officer and Former Director(2) | |
| 2022 | | |
| - | | |
| - | | |
| - | | |
| | | |
| - | | |
| - | |
| | |
| 2023 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Ioanna Kallidou, Former
President(3) | |
| 2022 | | |
| | | |
| - | | |
| - | | |
| | | |
| 49,000 | | |
| 49,000 | |
| | |
| 2023 | | |
| | | |
| - | | |
| - | | |
| | | |
| 16,500 | | |
| 16,500 | |
| (1) |
On
December 11, 2023, Mr. Doug Cole resigned from the President and Chief Executive Officer roles of the Company, but still maintains
his roles as Executive Chairman and Chief Financial Officer. |
| (2) |
On
December 11, 2023, Mr. Talley, was appointed as President and Chief Executive Officer of the Company. However, Mr. Talley has resigned
as President, Chief Executive Officer and a Director as of August 30, 2024. |
| (3) |
Consists
of a $35,000 salary and $14,000 bonus. |
Agreements
with Named Executive Officers
M2i
and its subsidiaries entered into new agreements or amended existing agreements with its named executive officers. A summary of the compensation
provided under such agreement is as follows:
| |
1. |
On
December 1, 2022, Jeffrey W. Talley and U.S. Minerals & Metals Corporation entered into a consulting agreement where Mr. Talley
agreed to serve as president and chief executive officer of U.S. Minerals & Metals Corporation until the agreement is terminated.
Mr. Talley is entitled to a consulting payment of $41,666.67 per month. His additional bonuses are determined by the Board of Directors. |
| |
|
|
| |
2. |
On
January 23, 2023, Douglas Cole and U.S. Minerals and Metals Corporation entered into a business development agreement where Mr. Cole
agreed to serve as a Senior Strategic and Business Development Advisor for a term of 10 years to U.S. Minerals & Metals Corporation.
For his services, Mr. Cole will receive, on January 2, 2024, and on the first business day of each year thereafter until and including
the first business day of January 2033, 10,000,000 shares of the U.S. Minerals & Metals Corporation’s common stock, par
value $.0001, as they may be adjusted from time to time on account of splits, consolidations, dividends and similar changes in exchange
for a purchase price of $1,000. |
| |
|
|
| |
3. |
Pursuant
to the Agreement and Plan of Merger, dated as of May 12, 2023, and entered into by and among Inky, Inc. and U.S. M and M Acquisition
Corp. and U.S. Minerals and Metals Corp., which is annexed hereto as exhibit 2.01 below, at the time of consummation of the merger,
all shares of USMM were simultaneously converted into shares of M2i Global, Inc.’s common stock, and thus, any shares issued
by USMM pursuant to the BDA or WSCA, as referenced above are now issued from M2i Global, Inc. |
There
are no arrangements or plans in which we provide pension, retirement or similar benefits for our executive officers, except that our
executive officers may receive stock options at the discretion of our board of directors.
Grants
of Plan-Based Awards Table
We
did not grant any awards to our named executive officers during our fiscal year ended November 30, 2023.
Compensation
Plans
As
of November 30, 2023, we did not have an equity compensation plan in place.
Outstanding
Equity Awards at Fiscal Year-End
The
following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of November
30, 2023:
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END |
| |
| | |
OPTION AWARDS | | |
STOCK AWARDS | |
| Name | |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable | | |
Number of
Securities
Underlying
Unexercised
Options (#)
Un-exercisable | | |
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#) | | |
Option
Exercise
Price ($) | | |
Option
Expiration
Date | | |
Number of
Shares
or Units
of Stock
That
Have
Not
Vested (#) | | |
Market
Value of
Shares
or Units
of Stock
That
Have
Not
Vested ($) | | |
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested (#) | | |
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not
Vested (#) | |
| Doug Cole | |
| | | |
| - | | |
| - | | |
$ | - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Jeffrey W. Talley | |
| | | |
| - | | |
| - | | |
$ | - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Compensation
of Directors
The
following compensation was provided to the directors of M2i who are not also named executive officers during the fiscal year ended November
30, 2023:
| Name | |
Fees earned
or
paid in
cash ($) | | |
Stock Awards ($) | | |
Option
Awards ($)(1) | | |
Non-
Equity
Incentive
Plan
Compensation ($) | | |
Nonqualified
Deferred
Compensation
Earnings ($) | | |
All Other
Compensation($)
Total ($) | |
| Doug Cole | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information as of September 19, 2024, regarding the beneficial ownership of our Common Stock by (i)
those persons who are known to us to be the beneficial owner(s) of more than 5% of our Common Stock, (ii) each of our directors and named
executive officers, and (iii) all of our directors and executive officers as a group and of our preferred stock. Except as otherwise
indicated, the beneficial owners listed in the tables below possess the sole voting and dispositive power in regard to such shares and
have an address of c/o M2i Global, Inc. 885 Tahoe Blvd. Incline Village, NV 89451. As of September 19, 2024, there were 517,167,025
shares of our Common Stock outstanding. As of September 19, 2024, there were 100,000 shares of preferred stock issued and outstanding.
Beneficial
ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
Shares of our Common Stock subject to options, warrants, notes or other conversion privileges currently exercisable or convertible, or
exercisable within 60 days of the date of this table, are deemed outstanding for computing the percentage of the person holding such
option, warrant, note, or other convertible instrument but are not deemed outstanding for computing the percentage of any other person.
Where more than one person has a beneficial ownership interest in the same shares, the sharing of beneficial ownership of these shares
is designated in the footnotes to this table.
Beneficial
Ownership of Common Stock
| Name and Address of Beneficial Owner | |
Amount and
Nature of
Beneficial Ownership | | |
Percent of
Class | |
| Doug Cole, Executive Chairman and Chief Financial Officer* | |
| 0 | (1) | |
| * | % |
| Jeffrey W. Talley, Former President & Chief Executive Officer of M2i Global, Inc. | |
| 0 | (2) | |
| * | % |
| Alberto Rosende, Chief Executive Officer | |
| 0 | (3) | |
| * | % |
| Anthony Short, Director | |
| 0 | (4) | |
| 4.834 | % |
| Lyons Capital LLC | |
| 51,818,521 | (5) | |
| 9.99 | % |
| Directors, Executive Officers and 5% or more of our Common Stock as a Group (5 persons) | |
| 0 | | |
| * | % |
| * |
Represents
ownership of less than 1% |
| (1) |
This
does not include 70,000,000 shares of Common Stock beneficially owned by The Cole Family Revocable Trust; and 10,000,000 shares of
Common Stock beneficially owned by the Cole Family Trust of 2014 or Mr. Cole’s 100,000 shares of preferred stock. Mr. Cole
does not have any control over the trust, including no voting power and no power to dispose of the shares. |
| (2) |
This
does not include 50,000,000 shares of Common Stock beneficially owned by The Talley Family Revocable Trust. Mr. Talley does not have
any control over the trust, including no voting power and no power to dispose of the shares. |
| (3) |
This
does not include 18,000,000 shares of Common Stock beneficially owned by Rosende Quattro LLC of which Mr. Rosende is the managing
member. |
| (4) |
This
does not include 25,000,000 shares of Common stock beneficially owned by Reforme Group Investments PTY LTD., beneficially owned by
Anthony Short. |
| (5) |
Lyons Capital LLC, beneficially owned by Jason Lyons,
has a 9.99% beneficial ownership limitation. |
Beneficial
Ownership of Preferred Stock
| Name and Address of Beneficial Owner | |
Amount and
Nature of
Beneficial
Ownership of
Preferred Stock | | |
Percent of
Class | |
| Doug Cole, Executive Chairman and Chief Financial Officer | |
| 100,000 | (1) | |
| 100 | % |
| Directors and Executive Officers as a Group (1 person) | |
| 100,000 | | |
| 100 | % |
| (1) |
Mr.
Cole holds 100,000 shares of preferred stock. This does not include 70,000,000 shares of Common Stock beneficially owned by The Cole
Family Revocable Trust; and 10,000,000 shares of Common Stock beneficially owned by the Cole Family Trust of 2014. Mr. Cole does
not have any control over the trust, including no voting power and no power to dispose of the shares. |
RELATED
PARTY TRANSACTIONS
During
May 2023, the Company’s former CEO forgave liabilities totaling $146,593, which consisted of $65,500 in accrued payroll and $81,093
in outstanding loans, which are further detailed in Note 8. As a result of the forgiveness, a contribution was recorded to additional
paid in capital. As of November 30, 2023, no balances due to the Company’s former CEO were outstanding.
During
the year ended November 30, 2023, the Company repurchased shares from the former CEO, as detailed in Note 9.
Under
the terms of a consulting agreement with the Company’s CFO, the Company is obligated to compensate the CFO $43,667 per month, consisting
of $41,667 in consulting fees and a $2,000 monthly allowance. During the year ended November 30, 2023, the Company incurred $305,667
in expenses related to the consulting agreement, of which $250,352 was repaid by the Company. At November 30, 2023, $55,315 remained
unpaid under the agreement.
On
November 24, 2023, the Company entered into a 10 % convertible note payable agreement with proceeds totaling $250,000, net of an original
issuance discount of $20,000. The note, which matures on November 24, 2024, is convertible by the holder at $0.50 per share of common
stock for the first six months, then is convertible by the holder at 66% of the lowest traded price of the Company’s common stock
for the ten days prior to conversion. The note contains certain default provisions which may increase the balance of the note by up to
150%.
During
the year ended November 30, 2023, and 2022, the Company’s former CEO loaned the Company $8,319 and $34,380, respectively. At November
30, 2022, the loan payable to the Company’s former CEO totaled $72,774. The balance was unsecured, non-interest bearing, and did
not have a maturity date. During May 2023, the loans, totaling $81,093, were forgiven as detailed in Note 7.
During
the fiscal year ended November 30, 2023, the Company’s CFO loaned the Company $600,000. The loan, which bears interest at 7%, is
due on demand.
During
the six months ended May 31, 2024, the Company’s Executive Chairman loaned the Company $127,500. The Company repaid $86,000 during
the same time period. This loan is recorded as a related party loan on the balance sheet. At the periods ending May 31, 2024 and November
30 2023, the balance due to the Executive Chairman was $641,500 and $600,000, respectively. This loan has a 7% interest rate. During
the six months ended May 31, 2024, the Company recorded $11,128 interest expense. During the six months ended May 31, 2024, the Company
paid $17,352 in interest to the Executive Chairman. At May 31, 2024, accrued interest payable due related to the loans from the Executive
Chairman totaled $11,128.
DESCRIPTION
OF CAPITAL STOCK
Authorized
Capital Stock
Our
authorized capital stock consists of 1,000,100,000 shares of Common Stock, par value $0.001 per share, and 100,000 shares of Series A
Super-Voting Preferred stock. As of September 19, 2024, there were 517,167,025 shares of our Common Stock outstanding, and 100,000
shares of our Series A Super-Voting Preferred stock outstanding.
Common
Stock
We
are authorized to issue up to a total of 1,000,000,000 shares of Common Stock, par value $0.001 per share. Holders of our Common Stock
are entitled to one vote for each share held on all matters submitted to a vote of our stockholders. Holders of our Common Stock have
no cumulative voting rights. Further, holders of our Common Stock have no preemptive or conversion rights or other subscription rights.
Upon our liquidation, dissolution or winding-up, holders of our Common Stock are entitled to share in all assets remaining after payment
of all liabilities and the liquidation preferences of any of our outstanding shares of preferred stock.
The
holders of shares of our Common Stock entitled to cast at least a majority of the total votes entitled to be cast by the holders of all
of our outstanding capital stock, present in person or by proxy, are necessary to constitute a quorum at any meeting. If a quorum is
present, an action by stockholders entitled to vote on a matter is approved if the number of votes cast in favor of the action exceeds
the number of votes cast in opposition to the action. The vote of a majority of our stock held by shareholders present in person or represented
by proxy and entitled to vote at the meeting will be sufficient to elect directors or to approve a proposal.
Preferred
Stock
We
are authorized to issue up to a total of 100,000 shares of Series A Super-Voting Preferred stock, par value $0.001 per share. Holders
of our Series A Super-Voting Preferred stock are entitled to vote on the basis of ten-thousand (10,000) votes per share.
Anti-Takeover
Provisions of Nevada State Law
Certain
anti-takeover provisions of Nevada law could have the effect of delaying or preventing a third-party from acquiring us, even if the acquisition
arguably could benefit our stockholders.
Nevada’s
“combinations with interested stockholders” statutes, NRS 78.411 through 78.444, inclusive, prohibit specified types of business
“combinations” between certain Nevada corporations and any person deemed to be an “interested stockholder” for
two years after such person first becomes an “interested stockholder” unless the corporation’s board of directors approves
the combination, or the transaction by which such person becomes an “interested stockholder”, in advance, or unless the combination
is approved by the board of directors and sixty percent of the corporation’s voting power not beneficially owned by the interested
stockholder, its affiliates and associates. Further, in the absence of prior approval certain restrictions may apply even after such
two-year period. However, these statutes do not apply to any combination of a corporation and an interested stockholder after the expiration
of four years after the person first became an interested stockholder. For purposes of these statutes, an “interested stockholder”
is any person who is (1) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding
voting shares of the corporation, or (2) an affiliate or associate of the corporation and at any time within the two previous years was
the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation.
The definition of the term “combination” is sufficiently broad to cover most significant transactions between a corporation
and an “interested stockholder.” These statutes generally apply to Nevada corporations with 200 or more stockholders of record.
However, a Nevada corporation may elect in its articles of incorporation not to be governed by these particular laws, but if such election
is not made in the corporation’s original articles of incorporation, the amendment (1) must be approved by the affirmative vote
of the holders of stock representing a majority of the outstanding voting power of the corporation not beneficially owned by interested
stockholders or their affiliates and associates, and (2) is not effective until 18 months after the vote approving the amendment and
does not apply to any combination with a person who first became an interested stockholder on or before the effective date of the amendment.
We have made such an election in our original articles of incorporation.
Nevada’s
“acquisition of controlling interest” statutes, NRS 78.378 through 78.379, inclusive, contain provisions governing the acquisition
of a controlling interest in certain Nevada corporations. These “control share” laws provide generally that any person that
acquires a “controlling interest” in certain Nevada corporations may be denied voting rights, unless a majority of the disinterested
stockholders of the corporation elects to restore such voting rights. Absent such provision in our bylaws, these laws would apply to
us as of a particular date if we were to have 200 or more stockholders of record (at least 100 of whom have addresses in Nevada appearing
on our stock ledger at all times during the 90 days immediately preceding that date) and do business in the State of Nevada directly
or through an affiliated corporation, unless our articles of incorporation or bylaws in effect on the tenth day after the acquisition
of a controlling interest provide otherwise. These laws provide that a person acquires a “controlling interest” whenever
a person acquires shares of a subject corporation that, but for the application of these provisions of the NRS, would enable that person
to exercise (1) one fifth or more, but less than one third, (2) one third or more, but less than a majority or (3) a majority or more,
of all of the voting power of the corporation in the election of directors. Once an acquirer crosses one of these thresholds, shares
which it acquired in the transaction taking it over the threshold and within the 90 days immediately preceding the date when the acquiring
person acquired or offered to acquire a controlling interest become “control shares” to which the voting restrictions described
above apply.
Nevada
law also provides that directors may resist a change or potential change in control if the directors determine that the change is opposed
to, or not in the best interests of, the corporation. The existence of the foregoing provisions and other potential anti-takeover measures
could limit the price that investors might be willing to pay in the future for shares of our Common Stock. They could also deter potential
acquirers of our Company, thereby reducing the likelihood that you could receive a premium for your Common Stock in an acquisition.
Anti-Takeover
Effects of Our Articles of Incorporation and Bylaws
The
following provisions of our articles of incorporation and bylaws could have the effect of delaying or discouraging another party from
acquiring control of us and could encourage persons seeking to acquire control of us to first negotiate with our board of directors:
| |
● |
no
cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; |
| |
|
|
| |
● |
the
ability of our board of directors to alter our bylaws without obtaining shareholder approval; and |
| |
|
|
| |
● |
the
requirement that a special meeting of stockholders may be called only by either (i) the Chairman; (ii) the President; (iii) Chief
Executive Officer, (iv) the Board; or (v) the sole stockholder. |
Transfer
Agent and Registrar
The
transfer agent and registrar for our Common Stock is Pacific Stock Transfer Company, a Securitize company. The transfer agent and registrar’s
address is 6725 Via Austi Parkway, Suite 300, Las Vegas, Nevada 89119, and its telephone number is (800) 401-1957.
Stock
Market Quotation
Our
Common Stock is currently quoted on the OTCQB under the symbol “MTWO”.
Indemnification
of Directors and Officers
The
NRS empower us to indemnify our directors and officers against expenses relating to certain actions, suits or proceedings as provided
for therein. In order for such indemnification to be available, the applicable director or officer must not have acted in a manner that
constituted a breach of his or her fiduciary duties and involved intentional misconduct, fraud or a knowing violation of law, or must
have acted in good faith and reasonably believed that his or her conduct was in, or not opposed to, our best interests. In the event
of a criminal action, the applicable director or officer must not have had reasonable cause to believe his or her conduct was unlawful.
The
expenses of directors, officers, employees or agents of the company incurred in defending a civil or criminal action, suit, or proceeding
may be paid by the Company as they are incurred and in advance of the final disposition of the action, suit, or proceeding, if and only
if the director, officer, employee or agent undertakes to repay said expenses to the Company if it is ultimately determined by a court
of competent jurisdiction, after exhaustion of all appeals therefrom, that he is not entitled to be indemnified by the corporation.
No
indemnification shall be applied, and any advancement of expenses to or on behalf of any director, officer, employee or agent must be
returned to the Company, if a final adjudication establishes that the person’s acts or omissions involved a breach of any fiduciary
duties, where applicable, intentional misconduct, fraud or a knowing violation of the law which was material to the cause of action.
The
NRS further provides that a corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person
who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability
asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising
out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses. We
have secured a directors’ and officers’ liability insurance policy. We expect that we will continue to maintain such a policy.
Disclosure
of Commission Position on Indemnification for Securities Act Liabilities
Insofar
as indemnification for liabilities under the Securities Act may be permitted to officers, directors or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that is it is the opinion of the SEC that such indemnification is
against public policy as expressed in such Securities Act and is, therefore, unenforceable.
SELLING
STOCKHOLDERS
The
shares of Common Stock being offered by the selling stockholders are those previously issued to the selling stockholders. For additional
information regarding the issuances of shares of Common Stock to the selling stockholders, see “Recent Developments” above.
We are registering the shares of Common Stock in order to permit the selling stockholders to offer the shares for resale from time to
time. Except for the ownership of the shares of Common Stock or in the footnotes to the table below, the selling stockholders have not
had any material relationship with us within the past three years.
The
table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of Common Stock
by each of the selling stockholders. The second column lists the number of shares of Common Stock beneficially owned by each selling
stockholder, based on its ownership of the shares of Common Stock, as of September 19, 2024.
The
third column lists the shares of Common Stock being offered by this prospectus by the selling stockholders.
This
prospectus generally covers the resale of the sum of the number of shares of Common Stock issued to the selling stockholders pursuant
to securities purchase agreements. The fourth column assumes the sale of all shares offered by the selling stockholders pursuant to this
prospectus.
The
number of shares in the second column does not reflect this limitation. The selling stockholders may sell all, some or none of their
shares in this offering. See “Plan of Distribution.”
| Name of Selling Stockholder | |
Number of Shares of Common Stock Owned Prior to Offering | | |
Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus |
| |
Number of Shares of Common Stock Owned After Offering | | |
Percentage of Common Stock Owned After the Offering | |
| Carbeau LLC (Howard Schraub) | |
| 2,100,000 | | |
| 2,100,000 |
(1) | |
| - | | |
| - | |
| Jessica Savano | |
| 100,000 | | |
| 100,000 |
(2) | |
| - | | |
| - | |
| Jon Bakhshi | |
| 15,000,000 | | |
| 15,000,000 |
(3) | |
| - | | |
| - | |
| LGL Business Services, LLC (Juan Carlos Ferrucho) | |
| 4,000,000 | | |
| 4,000,000 |
(4) | |
| - | | |
| - | |
| 2006 Russi Family Trust (Jack Russi) | |
| 1,500,000 | | |
| 1,500,000 |
(5) | |
| - | | |
| - | |
| Catherine A. Thomas Revocable Trust dated 3/8/01 | |
| 250,000 | | |
| 250,000 |
(6) | |
| - | | |
| - | |
| Charles D. Dimick Revocable Trust dated Feb 2, 2001 | |
| 1,100,000 | | |
| 1,100,000 |
(7) | |
| - | | |
| - | |
| Dean Gardner Trust (Dean Gardner) | |
| 500,000 | | |
| 500,000 |
(8) | |
| - | | |
| - | |
| Executive Real Estate, LLC (Paul D’Agnese) | |
| 600,000 | | |
| 600,000 |
(9) | |
| - | | |
| - | |
| Jacoby Living Trust (Michael Jacoby) | |
| 1,000,000 | | |
| 1,000,000 |
(10) | |
| - | | |
| - | |
| James Scheffel | |
| 500,000 | | |
| 500,000 |
(11) | |
| - | | |
| - | |
| Jeffrey R Halvorson | |
| 337,500 | | |
| 337,500 |
(12) | |
| - | | |
| - | |
| Neil Smiley | |
| 150,000 | | |
| 150,000 |
(13) | |
| - | | |
| - | |
| Norman Smiley | |
| 250,000 | | |
| 250,000 |
(14) | |
| - | | |
| - | |
| Peter Schultz | |
| 500,000 | | |
| 500,000 |
(15) | |
| - | | |
| - | |
| Ryan Gold | |
| 500,000 | | |
| 500,000 |
(16) | |
| - | | |
| - | |
| Mayer & Associates | |
| 1,800,000 | | |
| 1,800,000 |
(17) | |
| - | | |
| - | |
| Angel Rush (John Lukich) | |
| 1,000,000 | | |
| 1,000,000 |
(18) | |
| - | | |
| - | |
| Crowd Clairvoyance (Ronald Angsiy) | |
| 1,000,000 | | |
| 1,000,000 |
(19) | |
| - | | |
| - | |
| Jonathon Cohn | |
| 1,200,000 | | |
| 1,200,000 |
(20) | |
| | | |
| | |
| Gavriel Kahane | |
| 250,000 | | |
| 250,000 |
(21) | |
| | | |
| | |
| Danielle M Dimick 2012 Irrevocable Trust, as amended | |
| 100,000 | | |
| 100,000 |
(22) | |
| | | |
| | |
Moneta Advisory
Partners, LLC | |
| 1,000,000 | | |
| 1,000,000 |
(23) | |
| | | |
| | |
| Marc LoPresti | |
| 100,000 | | |
| 100,000 |
(24) | |
| | | |
| | |
Just Business
Management, LLC | |
| 1,000,000 | | |
| 1,000,000 |
(25) | |
| | | |
| | |
| Bradley Rotter | |
| 2,000,000 | | |
| 2,000,000 |
(26) | |
| | | |
| | |
| Geebis Consulting, LLC (Gabe Sayegh) | |
| 1,000,000 | | |
| 1,000,000 |
(27) | |
| | | |
| | |
| |
1. |
The
address for Carbeau LLC is 721 Fifth Ave, NYC NY 10022. |
| |
2. |
The
address for Jessica Savano is 615 N Rossmore Ave, #202, Los Angeles, CA 90004. |
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3.
|
The
address for Jon Bakhshi is 10155 Collins avenue apt 509, Bal Harbour Florida 33154. |
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4.
|
The
address for LGL Business Services, LLC (Juan Carlos Ferrucho) is 1825 Ponce de Leon Blvd.,Suite 234 Coral Gables, Florida 33134. |
| |
5.
|
The
address for 2006 Russi Family Trust (Jack Russi) is 35 Grove Creek Ct., Lafayette, Ca. 94549. |
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6.
|
The
address for Catherine A. Thomas Revocable Trust dated 3/08/2001 is P.O. Box 3656, Incline village Nevada 89450. |
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7.
|
The
address for Charles D. Dimick Revocable Trust dated 02/02/2001 is P.O. Box 3656, Incline village Nevada 89450. |
| |
8.
|
The
address for Dean Garnder Trust (Dean Gardner) is 62 Alcatra, Tiburon, CA 94920. |
| |
9.
|
The
address for Executive Real Estate, LLC (Paul D’Agnese) is P.O. Box 92320, Norcross GA 30010. |
| |
10. |
The
address for Jacoby Living Trust (Michael Jacoby) is 725 Rockingham Drive, Irving, TX 75063. |
| |
11.
12. |
The
address for James Scheffel is 651 S. Obenchain Rd., Eagle Point, OR 97524.
The
address for Jeffrey R. Halvorson is 1181 North 2875 West, Layton, UT. 84041. |
| |
13.
|
The
address for Neil Smiley is 500 E Las Olas Blvd. Unit 4002, Fort Lauderdale, FL 33301. |
| |
14.
|
The
address for Norman Smiley is 101 E Camino Real, Unit TS-13, Boca Raton, FL 33432. |
| |
15.
|
The
address for Peter Schultz is 375 East Nevada Street, Ashland, OR 97520. |
| |
16.
|
The
address for Ryan Gold is 1424 Winston Drive, McKinney, TX 75072. |
| |
17.
|
The
address for Mayer & Associates is 1395 East 34th Street Brooklyn, NY 11210 USA.
|
| |
18.
|
The
address for Angel Rush (John Lukich) is 171 Main Street, Suite 245, Los Altos, CA 94022.
|
| |
19.
|
The
address for Crowd Clairvoyance (Ronald Angsiy) is 1801 South Woods Court, La Habra, CA 90631.
|
| |
20.
|
The
address for Jonathon Cohn is 5890 Broadway Terrace, Oakland, CA 94618.
|
| |
21. |
The
address for Gavriel Kahane is 50 Riverside Blvd, 3L, New York, NY 10069.
|
| |
22.
|
The
address for Danielle M Dimick 2012 Irrevocable Trust, as amended is PO Box 3656, Incline Village Nevada 89450. |
| |
23. |
The
address for Moneta Advisory Partners, LLC is 235 West Van Buren, Chicago, IL 60607. |
| |
24. |
The
address for Marc Lopresti 235 West Van Buren Street, Suite 4512, Chicago, IL 60607. |
| |
25. |
The
address for Just Business Management, LLC 1930 Village Center Circle, #3-2127, Las Vegas, Nevada 89134. |
| |
26. |
The
address for Bradley Rotter is 18009 Heard Loop, Austin, TX 78738. |
| |
27. |
The address of Geebis Consulting, LLC (Gabe Sayegh) is 812 Avenue N, Brooklyn,
NY 11230 |
PLAN
OF DISTRIBUTION
Each
selling stockholder and any of their pledgees, assignees, and successors-in-interest may, from time to time, sell any or all of their
securities covered hereby on the OTCQB or any other U.S. stock exchange, market or trading facility on which the securities are traded
or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder may use any one or more of the following
methods when selling securities:
| |
● |
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
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|
|
| |
● |
block
trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block
as principal to facilitate the transaction; |
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|
|
| |
● |
purchases
by a broker-dealer a principal and resale by the broker-dealer for its account; |
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|
|
| |
● |
an
exchange distribution in accordance with the rules of the applicable exchange; |
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|
|
| |
● |
privately
negotiated transactions; |
| |
|
|
| |
● |
settlement
of short sales; |
| |
|
|
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● |
in
transactions through broker-dealers that agree with the selling stockholders to sell a specified number of such securities at a stipulated
price per security; |
| |
|
|
| |
● |
through
the writing or settlement of options or other hedging transactions, whether through an option, exchange or otherwise; |
| |
|
|
| |
● |
a
combination of any such methods of sale; or |
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|
|
| |
● |
any
other method permitted pursuant to applicable law. |
The
selling stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933,
if available, rather than under this prospectus.
Broker-dealers
engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in
excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or
markdown in compliance with FINRA IM-2440.
In
connection with the sale of the securities or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they
assume. The selling stockholders may also sell securities short and deliver these securities to close out their short positions, or loan
or pledge the securities to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option
or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the
delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer
or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The
selling stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the securities.
The
Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company
has agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under
the Securities Act.
We
agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the selling stockholders
without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for
the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar
effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule
of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable
state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is
complied with.
Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously
engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M,
prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the
Common Stock by the selling stockholders or any other person. We will make copies of this prospectus available to the selling stockholders
and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including
by compliance with Rule 172 under the Securities Act).
LEGAL
MATTERS
The
validity of the Common Stock being offered by this prospectus has been passed upon for us by Sichenzia Ross Ference Carmel LLP, New York,
New York.
EXPERTS
The
audited consolidated financial statements of M2i Global, Inc., and its subsidiaries as of and for the years ended November 30, 2023,
and 2022 included in this prospectus have been so included in reliance upon the reports of Turner, Stone & Company, L.L.P, and Pinnacle
Accountancy Group of Utah (a dba of Heaton & Company, PLLC), independent registered public accountants, upon the authority of said
firms as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
are subject to the informational requirements of the Exchange Act and in accordance therewith, file annual, quarterly and current reports,
proxy statements and other information with the SEC. We file reports, proxy statements and other information with the SEC electronically,
and the SEC maintains a website that contains our filings as well as reports, proxy and information statements, and other information
issuers file electronically with the SEC at www.sec.gov.
You
should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information.
Therefore, if anyone gives you different or additional information, you should not rely on it. The information contained in this prospectus
is correct as of its date. It may not continue to be correct after this date.
INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
TABLE
OF CONTENTS
Report
of Independent Registered Public Accounting Firm
Board
of Directors and Stockholders
M2i
Global, Inc.
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheet of M2i Global, Inc.(formerly Inky, Inc.) (the “Company”) as of November
30, 2023, and the related consolidated statements of operations, changes in stockholders’ (deficit) equity and cash flows for the
year in the period ended November 30, 2023, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November
30, 2023, and the results of its operations and its cash flows for the year in the period ended November 30, 2023, in conformity with
accounting principles generally accepted in the United States of America.
Going
Concern
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company has limited revenues and incurred recurring losses that raise substantial doubt about its
ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial
statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.
/s/
Turner, Stone & Company, L.L.P.
We
have served as the Company’s auditor since 2024.
Dallas,
Texas
April
16, 2024
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
M2i Global, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheet
of M2i Global, Inc. (the Company) as of November 30, 2022, and the related statements of operations, changes in stockholders’ equity
(deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our
opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2022,
and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted
in the United States of America.
Consideration of the Company’s Ability
to Continue as a Going Concern
The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. The Company has suffered losses and has minimal operations
which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters
are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal
control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal
control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Pinnacle Accountancy Group of Utah
We have served as the Company’s auditor since 2019.
Pinnacle Accountancy Group of Utah
(a dba of Heaton & Company, PLLC)
Farmington, Utah
March 14, 2023
M2i GLOBAL, INC.
(formerly
Inky, Inc.)
CONSOLIDATED
BALANCE SHEETS
| | |
2023 | | |
2022 | |
| | |
At November 30,
| |
| | |
2023 | | |
2022 | |
| | |
| | |
| |
| Assets | |
| | | |
| | |
| | |
| | | |
| | |
| Current assets | |
| | | |
| | |
| Cash | |
$ | 48,197 | | |
$ | 114 | |
| Prepaid expenses and other assets | |
| - | | |
| 13,767 | |
| Total current assets | |
| 48,197 | | |
| 13,881 | |
| | |
| | | |
| | |
| Other assets | |
| | | |
| | |
| Intangible assets, net | |
| - | | |
| 111,970 | |
| Total other assets | |
| - | | |
| 111,970 | |
| | |
| | | |
| | |
| Total assets | |
$ | 48,197 | | |
$ | 125,851 | |
| | |
| | | |
| | |
| Liabilities and Stockholders’ Equity (Deficit) | |
| | | |
| | |
| | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accounts payable and accrued expenses | |
$ | 237,143 | | |
$ | 476 | |
| Accrued payroll - related party | |
| - | | |
| 49,000 | |
| Convertible note payable, net of discount | |
| 250,000 | | |
| - | |
| Note payable | |
| | | |
| | |
| Related party loan | |
| 600,000 | | |
| 72,774 | |
| Total current liabilities | |
| 1,087,143 | | |
| 122,250 | |
| | |
| | | |
| | |
| Total liabilities | |
| 1,087,143 | | |
| 122,250 | |
| | |
| | | |
| | |
| Commitments and contingencies | |
| | | |
| | |
| | |
| | | |
| | |
| Stockholders’ equity (deficit) | |
| | | |
| | |
Preferred stock $.001 par value; authorized 100,000
shares with 100,000 and -0- issued and outstanding at November 30, 2023 and 2022, respectively | |
| 100 | | |
| - | |
Common stock $0.001 par value; authorized 1,000,000,000
shares with 514,333,691 and 7,105,357
shares issued and outstanding at November 30, 2023 and 2022, respectively | |
| 514,334 | | |
| 7,105 | |
| Treasury Stock | |
| (435,000 | ) | |
| - | |
| Additional paid-in capital | |
| 995,541 | | |
| 120,255 | |
| Accumulated deficit | |
| (2,113,921 | ) | |
| (123,759 | ) |
| | |
| | | |
| | |
| Total stockholders’ equity (deficit) | |
| (1,038,946 | ) | |
| 3,601 | |
| | |
| | | |
| | |
| Total liabilities and stockholders’ equity (deficit) | |
$ | 48,197 | | |
$ | 125,851 | |
The accompanying notes are an integral part of these consolidated financial statements
M2i GLOBAL, INC.
(formerly
Inky, Inc.)
CONSOLIDATED
STATEMENTS OF OPERATIONS
| | |
November 30,
2023 | | |
November 30,
2022 | |
| | |
For the years ended November 30, | |
| | |
2023 | | |
2022 | |
| | |
| | |
| |
| Revenues | |
$ | 3,400 | | |
$ | 1,000 | |
| | |
| | | |
| | |
| Operating expenses | |
| | | |
| | |
| General and administrative | |
| 280,676 | | |
| 67,442 | |
| Legal and professional | |
| 1,586,705 | | |
| - | |
| Amortization | |
| 20,503 | | |
| - | |
| Impairment | |
| 94,952 | | |
| - | |
| Total operating expenses | |
| 1,982,836 | | |
| 67,442 | |
| | |
| | | |
| | |
| Loss from operations | |
| (1,979,436 | ) | |
| (66,442 | ) |
| | |
| | | |
| | |
| Other expense | |
| | | |
| | |
| Interest expense | |
| 10,726 | | |
| - | |
| Total other expense | |
| 10,726 | | |
| - | |
| | |
| | | |
| | |
| Net loss | |
$ | (1,990,162 | ) | |
$ | (66,442 | ) |
| | |
| | | |
| | |
| Loss per share | |
$ | (0.01 | ) | |
$ | (0.01 | ) |
| | |
| | | |
| | |
| Weighted average shares outstanding – basic | |
| 280,869,691 | | |
| 5,097,539 | |
The accompanying notes are an integral part of these consolidated financial statements
M2i GLOBAL, INC.
(formerly Inky, Inc.)
CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | |
|
Treasury Stock | | |
Paid in Capital | | |
Accumulated
Deficit | | |
Equity (Deficit) | |
| | |
Preferred Stock | | |
Common Stock | |
|
| | |
Additional | | |
| | |
| |
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | |
|
Treasury Stock | | |
Paid in Capital | | |
Accumulated
Deficit | | |
Total | |
| | |
| | |
| | |
| | |
| |
|
| | |
| | |
| | |
| |
| Balances, November 30, 2021 | |
| - | | |
$ | - | | |
| 5,092,023 | | |
$ | 5,092 | |
|
$ | - | | |
$ | 31,668 | | |
$ | (57,317 | ) | |
$ | (20,557 | ) |
| | |
| | | |
| | | |
| | | |
| | |
|
| | | |
| | | |
| | | |
| | |
| Issuance of common stock for intangible assets | |
| - | | |
| - | | |
| 2,013,334 | | |
| 2,013 | |
|
| - | | |
| 88,587 | | |
| - | | |
| 90,600 | |
| | |
| | | |
| | | |
| | | |
| | |
|
| | | |
| | | |
| | | |
| | |
| Net loss | |
| - | | |
| - | | |
| - | | |
| - | |
|
| - | | |
| - | | |
| (66,442 | ) | |
| (66,442 | ) |
| | |
| | | |
| | | |
| | | |
| | |
|
| | | |
| | | |
| | | |
| | |
| Balances, November 30, 2022 | |
| - | | |
$ | - | | |
| 7,105,357 | | |
$ | 7,105 | |
|
$ | - | | |
$ | 120,255 | | |
$ | (123,759 | ) | |
$ | 3,601 | |
| Balance, value | |
| - | | |
$ | - | | |
| 7,105,357 | | |
$ | 7,105 | |
|
$ | - | | |
$ | 120,255 | | |
$ | (123,759 | ) | |
$ | 3,601 | |
| | |
| | | |
| | | |
| | | |
| | |
|
| | | |
| | | |
| | | |
| | |
| Issuance of shares for cash | |
| 100,000 | | |
| 100 | | |
| 507,228,334 | | |
| 507,229 | |
|
| - | | |
| 728,148 | | |
| - | | |
| 1,235,477 | |
| | |
| | | |
| | | |
| | | |
| | |
|
| | | |
| | | |
| | | |
| | |
| Purchase of treasury shares | |
| - | | |
| - | | |
| - | | |
| - | |
|
| (435,000 | ) | |
| - | | |
| - | | |
| (435,000 | ) |
| | |
| | | |
| | | |
| | | |
| | |
|
| | | |
| | | |
| | | |
| | |
| Contribution from settlement of related party liabilities | |
| - | | |
| - | | |
| - | | |
| - | |
|
| - | | |
| 146,593 | | |
| - | | |
| 146,593 | |
| | |
| | | |
| | | |
| | | |
| | |
|
| | | |
| | | |
| | | |
| | |
| Cash received for shares to be issued | |
| - | | |
| - | | |
| - | | |
| - | |
|
| - | | |
| 545 | | |
| - | | |
| 545 | |
| | |
| | | |
| | | |
| | | |
| | |
|
| | | |
| | | |
| | | |
| | |
| Net loss | |
| - | | |
| - | | |
| - | | |
| - | |
|
| - | | |
| - | | |
| (1,990,162 | ) | |
| (1,990,162 | ) |
| | |
| | | |
| | | |
| | | |
| | |
|
| | | |
| | | |
| | | |
| | |
| Balances, November 30, 2023 | |
| 100,000 | | |
$ | 100 | | |
| 514,333,691 | | |
$ | 514,334 | |
|
$ | (435,000 | ) | |
$ | 995,541 | | |
$ | (2,113,921 | ) | |
$ | (1,038,946 | ) |
| Balance, value | |
| 100,000 | | |
$ | 100 | | |
| 514,333,691 | | |
$ | 514,334 | |
|
$ | (435,000 | ) | |
$ | 995,541 | | |
$ | (2,113,921 | ) | |
$ | (1,038,946 | ) |
The
accompanying notes are an integral part of these consolidated financial statements
M2i GLOBAL, INC.
(formerly
Inky, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | |
November 30,
2023 | | |
November 30,
2022 | |
| | |
For the years ended November 30, | |
| | |
2023 | | |
2022 | |
| | |
| | |
| |
| Operating activities | |
| | | |
| | |
| Net loss | |
$ | (1,990,162 | ) | |
$ | (66,442 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Amortization of note discount | |
| | | |
| | |
| Amortization | |
| 20,503 | | |
| - | |
| Impairment of assets | |
| | | |
| | |
| Impairment of intangible asset | |
| 94,952 | | |
| - | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Prepaid expenses and other assets | |
| 13,767 | | |
| 5,575 | |
| Accounts payable and accrued expenses | |
| 233,182 | | |
| (1,143 | ) |
| Accrued payroll - related party | |
| 16,500 | | |
| 49,000 | |
| Net cash used in operating activities | |
| (1,611,258 | ) | |
| (13,010 | ) |
| | |
| | | |
| | |
| Investing activities | |
| | | |
| | |
| Purchase of intangible assets | |
| - | | |
| (21,370 | ) |
| Net cash used in investing activities | |
| - | | |
| (21,370 | ) |
| | |
| | | |
| | |
| Financing activities | |
| | | |
| | |
| Issuance of shares for cash | |
| 1,235,477 | | |
| - | |
| Cash received for shares to be issued | |
| 545 | | |
| - | |
| Purchase of treasury shares | |
| (435,000 | ) | |
| - | |
| Payment for cancelled shares | |
| | | |
| | |
| Proceeds from issuance of convertible notes payable | |
| 250,000 | | |
| - | |
| Proceeds from related party loan | |
| 608,319 | | |
| 34,380 | |
| Payments on related party loan | |
| | | |
| | |
| Net cash provided by financing activities | |
| 1,659,341 | | |
| 34,380 | |
| | |
| | | |
| | |
| Net increase (decrease) in cash | |
$ | 48,083 | | |
$ | - | |
| Cash - beginning of the year | |
| 114 | | |
| 114 | |
| Cash - end of the year | |
$ | 48,197 | | |
$ | 114 | |
| | |
| | | |
| | |
| Cash paid for income taxes | |
$ | - | | |
$ | - | |
| Cash paid for interest | |
$ | - | | |
$ | - | |
| | |
| | | |
| | |
| Supplemental schedule of non-cash investing and financing activities | |
| | | |
| | |
| Contribution from settlement of
related party liabilities | |
$ | 146,593 | | |
$ | - | |
| Original issuance discount on convertible note | |
$ | 20,000 | | |
$ | - | |
| Common stock issued for intangible assets | |
$ | - | | |
$ | 90,600 | |
The
accompanying notes are an integral part of these consolidated financial statements
M2i
GLOBAL, INC
(formerly
Inky, Inc.)
NOTES
TO THE 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 (Note 9). 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
four key business units as set forth below:
| |
● |
M2i
Minerals and Metals: a business engaged in sourcing, extraction, processing, transporting and selling primary minerals and metals; |
| |
● |
M2i
Recycling: a business engaged in the collection, processing, transporting 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
2 - Going Concern
The
accompanying audited 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 fiscal years ended November 30, 2023 and 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
3 - Summary of Significant Accounting Policies
Basis
of Presentation
The
accompanying 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 pursuant to the rules and regulations of the Securities and
Exchange Commission (“SEC”).
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.
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 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 per depositor, per financial institution, for the aggregate total of depositors’ interest
and non-interest-bearing accounts. The Company’s cash balances may exceed FDIC limits. The Company has not experienced any losses on these accounts
and management does not believe that the Company is exposed to any significant risks.
Intangible Assets
Intangible assets are amortized over their estimated useful lives. Each period, the Company evaluates the estimated
remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period
of amortization. Management tests for impairment whenever events or changes in circumstances occur that could impact the recoverability
of these assets.
Impairment
of Long-Lived Assets
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.
Revenue Recognition
Previously,
the Company recognized revenues from a subscription-based service that provided users with access to AI generated tattoo ideas. The subscriptions
raged 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.
Financial
Instruments
The
Company’s financial instruments include cash and cash equivalents, receivables, payables, and debt and are accounted for under
the provisions of ASC 825. The carrying amount of these financial instruments, with the exception of discounted debt, as reflected in
the accompanying consolidated balance sheets approximates fair value.
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 ASC 740, 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.
Convertible
Debt
In
accordance with ASC 470 the Company records its convertible notes at the aggregate principal amount, less discount. The discount is
amortized over the life of the underlying convertible note. The Company reviews convertible debt for potential bifurcation. At November 30, 2023 and 2022, and for the years
then ended, there were no instruments which required bifurcation.
Basic
and Diluted Loss Per Share
ASC 260 requires a reconciliation of the numerator
and denominator of the basic and diluted earnings (loss) per share (“EPS”) computations.
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 year. 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 November 30, 2023 or November 30, 2022.
Treasury
Stock
Treasury stock, representing shares of the Company’s common stock that have been reacquired after having
been issued, are recorded at cost. Treasury stock are considered issued and outstanding for basic and diluted earnings (loss) per share
computations.
Related
Party
The
Company records all related party transactions in accordance with ASC 850-10.
Recently
Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09
(“ASU 2023-09”), Income Taxes, which enhances the transparency of income tax disclosures by expanding annual disclosure
requirements related to the rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after
December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis. Retrospective application
is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.
In November 2023, the FASB issued Accounting Standards
Update 2023-07 (“ASU 2023-07”), Segment Reporting, which improves reportable segment disclosure requirements. ASU 2023-07
primarily enhances disclosures about significant segment expenses by requiring that a public entity disclose significant segment expenses
that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment
profit or loss. This ASU also (i) requires that a public entity disclose, on an annual and interim basis, an amount for other segment
items by reportable segment, and a description of its composition; (ii) requires that all annual disclosures are provided in the interim
periods; (iii) clarifies that if the CODM uses more than one measure of profitability in assessing segment performance and deciding how
to allocate resources, that one or more of those measures may be reported; (iv) requires disclosure of the title and position of the CODM
and a description of how the reported measures are used by the CODM in assessing segment performance and in deciding how to allocate resources;
(v) requires that an entity with a single segment provide all new required disclosures. ASU 2023-07 is effective for fiscal years beginning
after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application.
Early adoption is permitted. The amendments under ASU 2023-07 relate to financial disclosures and its adoption will not have an impact
on the Company’s results of operations, financial position or cash flows. The Company is currently evaluating this ASU to determine
its impact on the Company’s disclosures.
Subsequent Events
The Company has evaluated all transactions through
the date the financial statements were issued for subsequent event disclosure or adjustment consideration.
Note
4 - Commitments and Contingencies
From
time to time, the Company may be involved in litigation in the ordinary course of business. The Company is not currently involved in
any litigation that the Company believes could have a material adverse effect on its financial condition or results of operations.
Note
5 - Impairment of Intangible Assets
During
the fiscal year ended November 30, 2023, as a result in the shift in the Company’s operations, as described in Note 1, the
Company determined its intangible assets were impaired resulting in an impairment expense totaling $94,952.
Note
6 - Income Taxes
The
Company accounts for income taxes under ASC 740-10, which provides for an asset and liability approach of accounting for income taxes.
Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently
enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts are calculated for income tax purposes. The provision (benefit) for income taxes for the years ended November
30, 2023, and 2022, assumes a statutory 21%, effective tax rate for federal income taxes.
Schedule
of Effective Income Tax Rate as A Percentage of Income Before Income Taxes
| | |
2023 | | |
2022 | |
| Federal tax statutory rate | |
| 21 | % | |
| 21 | % |
| Temporary differences | |
| 0 | % | |
| 0 | % |
| Permanent differences | |
| 0 | % | |
| 0 | % |
| Valuation Allowance | |
| -21 | % | |
| -21 | % |
| Total | |
| 0 | % | |
| 0 | % |
The
Company had deferred income tax assets as of November 30, 2023, and 2022, as follows:
Schedule
of Components of Deferred Tax Assets
| | |
2023 | | |
2022 | |
| Deferred Tax Assets | |
| | | |
| | |
| Net operating loss carryforwards | |
$ | 444,000 | | |
$ | 26,000 | |
| Temporary differences | |
| - | | |
| - | |
| Permanent differences | |
| (1,000 | ) | |
| - | |
| Valuation allowance | |
| (443,000 | ) | |
| (26,000 | ) |
| Net deferred tax assets | |
$ | - | | |
$ | - | |
The
Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets.
The Company has established a valuation allowance against the net deferred tax asset due to the uncertainty that enough taxable income
will be generated in those taxing jurisdictions to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred
tax assets in the accompanying financial statements. The Company’s net deferred tax asset and valuation allowance increased by
$417,000 and $14,000 in the fiscal years ended November 30, 2023, and 2022, respectively.
At
November 30, 2023, the Company had approximately $2,108,000 in federal net operating loss carryforwards, substantially all of which
are allowed to be carried forward indefinitely and are to be limited to 80% of the taxable income. Pursuant to Internal Revenue Code
Section 382, the future utilization of the Company’s net operating loss carryforwards to offset future taxable income may be
subject to an annual limitation as a result of ownership changes that may have occurred previously or that could occur in the
future.
As
of November 30, 2023, the Company had no uncertain tax positions, or interest and penalties, that qualify for either recognition or disclosure
in the financial statements. The company is subject to U.S. federal, state, and local income tax examinations by tax authorities. The
tax return for the fiscal year ended November 30, 2023, has not yet been filed.
Note
7 - Related Party Transactions
During
May 2023, the Company’s former CEO forgave liabilities totaling $146,593,
which consisted of $65,500
in accrued payroll and $81,093 in outstanding
loans, which are further detailed in Note 8. As a result of the forgiveness, a contribution was recorded to additional paid in
capital. As of November 30, 2023, no balances due to the Company’s former CEO were outstanding.
During
the year ended November 30, 2023, the Company repurchased shares from the former CEO, as detailed in Note 9.
Under
the terms of a consulting agreement with the Company’s CFO, the Company is obligated to compensate the CFO $43,667 per month, consisting
of $41,667 in consulting fees and a $2,000 monthly allowance. During the year ended November 30, 2023, the Company incurred $305,667
in expenses related to the consulting agreement, of which $250,352 was repaid by the Company. At November 30, 2023, $55,315 remained
unpaid under the agreement.
The
Company has a note payable agreement with the CFO, as further detailed in Note 8.
Note
8 - Debt
Convertible
Note Payable
On
November 24, 2023, the Company entered into a 10
% convertible note payable agreement with proceeds totaling $250,000,
net of an original issuance discount of $20,000.
The note, which matures on November 24, 2024, is convertible by the holder at $0.50
per share of common stock for the first six months, then is convertible by the holder at 66%
of the lowest traded price of the Company’s common stock for the ten days prior to conversion. The note contains certain default provisions which may increase the balance of the note by up to 150%.
Notes
Payable
During
the year ended November 30, 2023 and 2022, the Company’s former CEO loaned the Company $8,319
and $34,380,
respectively. At November 30, 2022, the loan payable to the Company’s former CEO totaled $72,774.
The balance was unsecured, non-interest bearing, and did not have a maturity date. During May 2023, the loans, totaling $81,093,
were forgiven as detailed in Note 7.
During
the fiscal year ended November 30, 2023, the Company’s CFO loaned the Company $600,000.
The loan, which bears interest at 7%, is due on demand.
Note
9 - Stockholders’ Equity (Deficit)
During the fiscal year ended November 30, 2022,
and through May 15, 2023, the Company was authorized to
issue 75,000,000
shares of common stock with a par value of $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 to 1,000,100,000, consisting of 1,000,000,000 shares of common stock with a par value of $0.001 and
100,000 shares of Series A Super-Voting Preferred stock with a par value of $0.001. The Series A Super-Voting Preferred stock vote
on the basis of 10,000 votes per share. The common stock vote on the basis of 1 vote per share.
Shares
Issued for Intangible Assets
During the year ended November 30, 2022, the Company issued 2,013,334 shares of common stock valued at $90,600 for
intangible assets.
Shares
Issued for Cash
During
the year ended November 30, 2023, the Company exchanged 100,000 shares
of Series A Super-Voting Preferred stock and 581,228,334 shares
of common stock for proceeds totaling $1,235,477
and all outstanding shares of USMM common stock, out of which 74,000,000 shares
of common stock had not been issued at November 30, 2023 by the Company.
As
a result of the transaction, USMM became a wholly owned subsidiary of the Company (Note 1). Prior to the merger, USMM had no operations
and at the time of the share exchange USMM had no assets or liabilities, other than cash. Accordingly, the transaction was accounted
for as an asset acquisition.
Stock Repurchase
During
the year ended November 30, 2023, the Company purchased 6,013,334
shares of common stock from the Company’s
former CEO for $435,000.
This transaction was recorded as Treasury Stock. As of November 30, 2023, the shares have not been retired.
Note
10 - Subsequent Events
Subsequent
to November 30, 2023, the Company received $602,320 for the purchase of 24,800,000 shares of common
stock.
Subsequent to November 30, 2023, the Company paid $5,000 to a shareholder to repurchase 50,000,000 shares of common stock.
M2i
GLOBAL, INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| | |
May 31, 2024 | | |
November 30, 2023 | |
| | |
unaudited | | |
audited | |
| | |
| | |
| |
| Assets | |
| | | |
| | |
| | |
| | | |
| | |
| Current assets | |
| | | |
| | |
| Cash | |
$ | 72,508 | | |
$ | 48,197 | |
| Prepaids and other current assets | |
| 55,362 | | |
| - | |
| Total current assets | |
| 127,870 | | |
| 48,197 | |
| | |
| | | |
| | |
| TOTAL ASSETS | |
$ | 127,870 | | |
$ | 48,197 | |
| | |
| | | |
| | |
| Liabilities and Stockholders’ Equity (Deficit) | |
| | | |
| | |
| | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accounts payable and accrued expenses | |
$ | 1,535,592 | | |
$ | 237,143 | |
| Convertible note, net of discount | |
| 260,000 | | |
| 250,000 | |
| Note Payable | |
| 36,609 | | |
$ | - | |
| Related party loan | |
| 641,500 | | |
| 600,000 | |
| Total current liabilities | |
| 2,473,701 | | |
| 1,087,143 | |
| | |
| | | |
| | |
| Total Liabilities | |
| 2,473,701 | | |
| 1,087,143 | |
| | |
| | | |
| | |
| Stockholders’ equity (deficit) | |
| | | |
| | |
| Preferred stock, authorized 100,000 shares, $.001 par value, 100,000 and 0 shares
issued and outstanding, respectively | |
| 100 | | |
| 100 | |
| Common stock, authorized 1,000,000,000 shares, $.001 par value, 502,233,691 and 514,333,691
shares issued and outstanding at May 31, 2024 ended November 30, 2023, respectively | |
| 502,234 | | |
| 514,334 | |
| Treasury stock | |
| (435,000 | ) | |
| (435,000 | ) |
| Additional paid in capital | |
| 1,774,446 | | |
| 995,541 | |
| Accumulated earnings (deficit) | |
| (4,187,611 | ) | |
| (2,113,921 | ) |
| Total stockholders’ (deficit) equity | |
| (2,345,831 | ) | |
| (1,038,946 | ) |
| | |
| | | |
| | |
| Total liabilities and stockholders’ equity | |
$ | 127,870 | | |
$ | 48,197 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements
M2i
GLOBAL, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| | |
May 31, 2024 | | |
May 31, 2023 | | |
May 31, 2024 | | |
May 31, 2023 | |
| | |
Three Months Ended | | |
Six Months Ended | |
| | |
May 31, 2024 | | |
May 31, 2023 | | |
May 31, 2024 | | |
May 31, 2023 | |
| | |
| | |
. | | |
| | |
. | |
| Revenue | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 3,400 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses | |
| | | |
| | | |
| | | |
| | |
| General and administrative | |
| 495,929 | | |
| 444,188 | | |
| 609,404 | | |
| 475,579 | |
| Legal and professional | |
| 852,883 | | |
| - | | |
| 1,414,593 | | |
| - | |
| Impairment of assets | |
| - | | |
| 94,952 | | |
| - | | |
| 94,952 | |
| Total operating expenses | |
| 1,348,812 | | |
| 539,140 | | |
| 2,023,997 | | |
| 570,531 | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss from operations | |
| (1,348,812 | ) | |
| (539,140 | ) | |
| (2,023,997 | ) | |
| (567,131 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other expense | |
| | | |
| | | |
| | | |
| | |
| Interest expense | |
| 25,778 | | |
| - | | |
| 49,693 | | |
| - | |
| Total other expense | |
| 25,778 | | |
| - | | |
| 49,693 | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | |
| Net Loss | |
$ | (1,374,590 | ) | |
$ | (539,140 | ) | |
$ | (2,073,690 | ) | |
$ | (567,131 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Loss per share | |
$ | (0.00 | ) | |
$ | (0.01 | ) | |
$ | (0.00 | ) | |
$ | (0.01 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average shares outstanding - basic | |
| 524,220,648 | | |
| 89,805,629 | | |
| 519,030,959 | | |
| 48,909,890 | |
The
accompanying notes are an integral part of these unaudited consolidated condensed financial statements
M2i
GLOBAL, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
For
the Three and Six Months Ended May 31, 2024 and May 31, 2023
(Unaudited)
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Stock | | |
Capital | | |
Deficit | | |
(Deficit) | |
| | |
| | |
| | |
| | |
Additional | | |
| | |
Total Stockholders’ | |
| | |
Preferred Shares | | |
Common Shares | | |
Treasury | | |
Paid in | | |
Accumulated | | |
Equity | |
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Stock | | |
Capital | | |
Deficit | | |
(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 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| 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 | ) |
| Balance | |
| - | | |
$ | - | | |
| 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 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements
M2i
GLOBAL, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| | |
May 31, 2024 | | |
May 31, 2023 | |
| | |
Six Months Ended | |
| | |
May 31, 2024 | | |
May 31, 2023 | |
| | |
| | |
| |
| Cash flows from operating activities | |
| | | |
| | |
| Net loss | |
$ | (2,073,690 | ) | |
$ | (567,131 | ) |
Adjustments to reconcile net loss to net cash used in
operating activities: | |
| | | |
| | |
| Amortization of note discount | |
| 10,000 | | |
| - | |
| Amortization | |
| - | | |
| 20,503 | |
| Impairment of assets | |
| - | | |
| 95,066 | |
| Changes in operating assets and liabilities | |
| | | |
| | |
| Prepaid expenses and other current assets | |
| (18,753 | ) | |
| 13,767 | |
| Accounts payable and accrued expenses | |
| 1,298,449 | | |
| 186,578 | |
| Accrued payroll - related party | |
| - | | |
| 16,500 | |
| | |
| | | |
| | |
| Net cash used in operating activities | |
| (783,994 | ) | |
| (234,717 | ) |
| | |
| | | |
| | |
| Cash flows from financing activities | |
| | | |
| | |
| Cash received for shares issued | |
| 722,935 | | |
| 977,828 | |
| Cash received for shares to be issued | |
| 50,020 | | |
| - | |
| Treasury repurchase | |
| - | | |
| (435,000 | ) |
| Payment for cancelled shares | |
| (6,150 | ) | |
| - | |
| Proceeds from related party loan | |
| 127,500 | | |
| - | |
| Payments on related party loan | |
| (86,000 | ) | |
| - | |
| | |
| | | |
| | |
| Net cash provided by financing activities | |
| 808,305 | | |
| 542,828 | |
| | |
| | | |
| | |
| Net increase (decrease) in cash | |
$ | 24,312 | | |
$ | 308,111 | |
| Cash, beginning of period | |
| 48,197 | | |
| 114 | |
| | |
| | | |
| | |
| Cash, end of period | |
$ | 72,508 | | |
$ | 308,225 | |
| | |
| | | |
| | |
| Cash paid for income taxes | |
$ | - | | |
$ | - | |
| Cash paid for interest | |
$ | 17,352 | | |
$ | - | |
| | |
| | | |
| | |
| Supplemental schedule for non-cash investing and financing activities | |
| | | |
| | |
| Contribution from settlement of related party liabilities | |
$ | - | | |
$ | 146,593 | |
| Original issue discount on convertible note | |
$ | 20,000 | | |
$ | - | |
The
accompanying notes are an integral part of these unaudited consolidated condensed financial statements
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. |
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 six months ended May 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 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
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 maturity of three months or less, when purchased,
to be cash equivalents.
The
Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”).
The FDIC provides coverage of up to $250,000 per depositor, per financial institution, for the aggregate total of depositors’ interest
and non-interest-bearing accounts.
Impairment
Assessment
The
Company evaluates intangible assets and other long-lived assets for possible impairment whenever events or changes in circumstances indicate
that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business
climate, market conditions or other events that indicate an asset’s carrying amount may not be recoverable. Recoverability of these
assets is measured by comparing the carrying amount of each asset to the future cash flows the asset is expected to generate. If the
cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets
is reduced to fair value.
Income
Taxes
In
accordance with FASB ASC Topic 740, “Income Taxes,” the Company provides for the recognition of deferred tax assets if realization
of such assets is more likely than not. Deferred income tax assets and liabilities are computed for differences between the financial
statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax
laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established
when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable
for the period plus or minus the change during the period in deferred tax assets and liabilities.
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 May 31, 2024 or May 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 six months ended May 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.
Revenue
Recognition
Previously,
the Company recognized revenues from a subscription-based service that provided users with access to AI generated tattoo ideas. The subscriptions
raged 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 six months ended May 31, 2024, the Company repurchased 50,000,000 shares of common stock owned by a shareholder for $5,000. These
shares are being held in Treasury until cancelled.
During
the six months ended May 31, 2024, the Company issued 37,900,000 shares of common stock for cash received of $722,935.
During
the six months ended May 31, 2024, the Company received $50,020 cash for the issuance of 700,000 shares of common stock. These shares
have not been issued.
During
the six months ended May 31, 2024, the Company terminated two consultants which resulted in the need to cancel 11,500,000
shares pursuant to each of their consulting agreements.
These shares have not yet been cancelled. When the shares are cancelled, the Company will pay the former consultants $1,150.
Note
6 - Related Party Transactions
During
the six months ended May 31, 2024, the Company’s Executive Chairman loaned the Company $127,500.
The Company repaid $86,000
during the same time period. This loan is recorded as a related party loan on the balance sheet. At the periods ending May 31, 2024
and November 30 2023, the balance due to the Executive Chairman was $641,500
and $600,000,
respectively. This loan has a 7%
interest rate. During the six months ended May 31, 2024, the Company recorded $11,128 interest expense. During the six months ended
May 31, 2024, the Company paid $17,352
in interest to the Executive Chairman. At May 31, 2024, accrued interest payable due related to the loans from the Executive
Chairman totaled $11,128.
Note
7 - Note Payable
During
the six months ended May 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 six months ended May 31, 2024, the Company paid the downpayment of $26,227 and six monthly payments
of $8,265 each. The note has an interest rate of 12.99%.
At May 31, 2024, the remaining balance on the loan
is $36,609.
Note
8 - 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 May 31, 2024 and November 30,
2023, the net balance of the Convertible Note payable was $260,000 and $250,000, respectively. During the six months ended May 31, 2024,
the Company recorded $13,500 interest expense and $10,000 OID amortization which was recorded as interest expense.
Note
9 - Subsequent Events
Subsequent
to May 31, 2024, the Company has received $681,780 for the purchase of 12,112,500 shares of common stock.
Subsequent
to May 31, 2024, the Company, on June 26, 2024, appointed Mr. Douglas MacLellan, a seasoned international business executive, to the
Board of Directors. He will be an independent director and will chair the Audit and Compensation Committees.
Prospectus
M2i
Global, Inc.
38,837,500
SHARES OF COMMON STOCK
October
11, 2024
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