Form 10-Q - Quarterly report [Sections 13 or 15(d)]

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended May 31, 2024

OR

 

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

 

Commission File No. 333-229748

 

M2i GLOBAL, INC.

(Exact name of registrant as specified in its charter)

 

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

 

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

 

[phone]

(Registrant’s telephone number, including area code)

 

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

Carson City, NV 89701

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

 

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

 

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

 

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

 

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

 

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

 

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

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. The number of shares of Common Stock, par value $0.001 per share, outstanding as of July 11, 2024 was 508,633,691.

 

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

 

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

 

 

 

 

 

M2i GLOBAL, INC.

Index

 

	Pg. No.
PART I — Financial Information	3
Item 1. Financial Statements	3
Condensed Consolidated Balance Sheets as of May 31, 2024 (Unaudited) and November 30, 2023	3
Condensed Consolidated Statements of Operations for the Three Months Ended May 31, 2024 and February 28, 2023 (Unaudited)	4
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended May 31, 2024 and February 28, 2023 (Unaudited)	5
Condensed Consolidated Statements of Cash Flows for the Three Months Ended May 31, 2024 and February 28, 2023 (Unaudited)	6
Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3. Quantitative and Qualitative Disclosures about Market Risk	13
Item 4. Controls and Procedures	13
PART II — Other Information	14
Item 1. Legal Proceedings	14
Item 1A. Risk Factors	14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3. Defaults Upon Senior Securities	14
Item 4. Mine Safety Disclosures	14
Item 5. Other Information	14
Item 6. Exhibits	14
SIGNATURES	15

 

2

 

 

PART 1 — FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

M2i GLOBAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

		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

 

3

 

 

M2i GLOBAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

		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

 

4

 

 

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)

 

																						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	)
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

 

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

 

5

 

 

M2i GLOBAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		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

 

6

 

 

M2i GLOBAL, INC

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1 — Description of Organization and Business Operations

 

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

 

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

 

	●	M2i Mining, Processing & Refining: a business engaged in sourcing, extraction, processing, refining, transporting and selling primary minerals and metals;
	●	M2i Scrap & Recycling: a business engaged in the collection, processing, transporting and selling of scrap, recycled and reused metals; and
	●	M2i Government and Defense Industrial Base: a business engaged in aligning with U.S. policy to facilitate participation in U.S. government programs such as the creation and management of a Strategic Minerals Reserve as an enhancement of the U.S. government’s National Defense Stockpile.

 

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.

 

7

 

 

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.

 

8

 

 

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.

 

9

 

 

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.

 

10

 

 

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

 

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

 

Overview

 

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

 

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

 

	●	M2i Mining, Processing & Refining: a business engaged in sourcing, extraction, processing, refining, transporting and selling primary minerals and metals;
	●	M2i Scrap & Recycling: a business engaged in the collection, processing, transporting and selling of scrap, recycled and reused metals; and
	●	M2i Government and Defense Industrial Base: a business engaged in aligning with U.S. policy to facilitate participation in U.S. government programs such as the creation and management of a Strategic Minerals Reserve as an enhancement of the U.S. government’s National Defense Stockpile.

 

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.

 

11

 

 

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.

 

12

 

 

Item 3. Qualitative and Quantitative Disclosures about Market Risk.

 

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

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures: Our management carried out an evaluation of the effectiveness and design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the Exchange Act). Based on that evaluation, our Chief Executive Officer has concluded that, at 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 May 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

In our annual report for the year ended November 30, 2023, we identified the following material 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.

 

13

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None.

 

Item 1A. Risk Factors.

 

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

 

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

 

During the six months ended May 31, 2024, we received proceeds of $722,.935 for the issuance of 37,900,000 shares of common stock. Each of the purchasers of the shares represented to the Company that such purchaser is an “accredited investor” for purposes of Rule 501 of Regulation D.

 

Item 3. Defaults upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

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

 

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

 

14

 

 

SIGNATURES

 

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

 

	M2i Global, Inc. (Registrant)
Dated: July 11, 2024	/s/ Jeffrey W. Talley
	Jeffrey W. Talley Chief Executive Officer (Principal Executive Officer)
	M2i Global, Inc. (Registrant)
Dated July 11, 2024	/s/ Doug Cole
	Doug Cole Chief Financial Officer (Principal Financial Officer)

 

15

 

 

EXHIBIT 31.1

 

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350,

As adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Jeffrey W. Talley, certify that:

 

1.	I have reviewed this Quarterly Report on Form 10-Q of M2i Global, Inc. (the “registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: July 11, 2024

 

	/s/ Jeffrey W. Talley
Name:	Jeffrey W. Talley
Title:	Chief Executive Officer (Principal Executive Officer)

 

 

 

EXHIBIT 31.2

 

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350,

As adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Doug Cole, certify that:

 

1.	I have reviewed this Quarterly Report on Form 10-Q of M2i Global, Inc. (the “registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: July 11, 2024
	/s/ Doug Cole
Name:	Doug Cole
Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of M2i Global, Inc. (the “Company”) on Form 10-Q for the quarter ended May 31, 2024 (the “Report”), Doug Cole, Chief Executive Officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

 

(1) The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: July 11, 2024		/s/ Jeffrey W. Talley
	Name:	Jeffrey W. Talley
	Title:	Chief Executive Officer
		(Principal Executive Officer)

 

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

 

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of M2i Global, Inc. (the “Company”) on Form 10-Q for the quarter ended May 31, 2024 (the “Report”), Doug Cole, Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

 

(1) The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: July 11, 2024		/s/ Doug Cole
	Name:	Doug Cole
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

 

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

 

Cover - shares	6 Months Ended
	May 31, 2024	Jul. 11, 2024
Entity Addresses [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	May 31, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--11-30
Entity File Number	333-229748
Entity Registrant Name	M2i GLOBAL, INC.
Entity Central Index Key	0001753373
Entity Tax Identification Number	37-1904036
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	885 Tahoe Blvd.
Entity Address, City or Town	Incline Village
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89451
City Area Code	(775)
Local Phone Number	909-6000
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		508,633,691
Former Address [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	3827 S Carson St.
Entity Address, Address Line Two	P.O. Box 40
Entity Address, City or Town	Carson City
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89701

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	May 31, 2024	Nov. 30, 2023
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
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

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	May 31, 2024	Nov. 30, 2023
Statement of Financial Position [Abstract]
Preferred stock, shares authorized	100,000	100,000
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	100,000	0
Preferred stock, shares outstanding	100,000	0
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	502,233,691	514,333,691
Common stock, shares outstanding	502,233,691	514,333,691

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2024	May 31, 2023
Income Statement [Abstract]
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 - basic	$ (0.00)	$ (0.01)	$ (0.00)	$ (0.01)
Loss per share - diluted	$ (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

Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Treasury Stock, Common [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Nov. 30, 2022		$ 7,105		$ 120,255	$ (123,759)	$ 3,601
Balance, shares at Nov. 30, 2022		7,105,357
Net loss					(27,991)	(27,991)
Balance at Feb. 28, 2023		$ 7,105		120,255	(151,750)	(24,390)
Balance, shares at Feb. 28, 2023		7,105,357
Balance at Nov. 30, 2022		$ 7,105		120,255	(123,759)	3,601
Balance, shares at Nov. 30, 2022		7,105,357
Net loss						(567,131)
Balance at May. 31, 2023	$ 100	$ 514,334	(435,000)	737,347	(690,890)	125,891
Balance, shares at May. 31, 2023	100,000	514,333,691
Balance at Feb. 28, 2023		$ 7,105		120,255	(151,750)	(24,390)
Balance, shares at Feb. 28, 2023		7,105,357
Net loss					(539,140)	(539,140)
Shares issued for cash	$ 100	$ 507,229		470,499		977,828
Shares issued for cash, shares	100,000	507,228,334
Purchase of treasury shares			(435,000)			(435,000)
Contribution from settlement of related party liabilities				146,593		146,593
Balance at May. 31, 2023	$ 100	$ 514,334	(435,000)	737,347	(690,890)	125,891
Balance, shares at May. 31, 2023	100,000	514,333,691
Balance at Nov. 30, 2023	$ 100	$ 514,334	(435,000)	995,541	(2,113,921)	(1,038,946)
Balance, shares at Nov. 30, 2023	100,000	514,333,691
Shares to be purchased from shareholders		$ (50,000)		45,000		(5,000)
Shares purchased from shareholder, shares		(50,000,000)
Cash received for shares to be issued				551,450		551,450
Net loss					(699,100)	(699,100)
Balance at Feb. 29, 2024	$ 100	$ 464,334	(435,000)	1,591,991	(2,813,021)	(1,191,596)
Balance, shares at Feb. 29, 2024	100,000	464,333,691
Balance at Nov. 30, 2023	$ 100	$ 514,334	(435,000)	995,541	(2,113,921)	(1,038,946)
Balance, shares at Nov. 30, 2023	100,000	514,333,691
Shares to be purchased from shareholders		$ (5,000)
Shares purchased from shareholder, shares		50,000,000
Cash received for shares to be issued		$ 50,020
Net loss						(2,073,690)
Shares issued for cash						$ 722,935
Shares issued for cash, shares						37,900,000
Balance at May. 31, 2024	$ 100	$ 502,234	(435,000)	1,774,446	(4,187,611)	$ (2,345,831)
Balance, shares at May. 31, 2024	100,000	502,233,691
Balance at Feb. 29, 2024	$ 100	$ 464,334	(435,000)	1,591,991	(2,813,021)	(1,191,596)
Balance, shares at Feb. 29, 2024	100,000	464,333,691
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)
Shares issued for cash		$ 37,900		133,585		171,485
Shares issued for cash, shares		37,900,000
Balance at May. 31, 2024	$ 100	$ 502,234	$ (435,000)	$ 1,774,446	$ (4,187,611)	$ (2,345,831)
Balance, shares at May. 31, 2024	100,000	502,233,691

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 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

Description of Organization and Business Operations	6 Months Ended
	May 31, 2024
Accounting Policies [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations   The Company was incorporated in the State of Nevada on June 12, 2018. On June 7, 2023, the Company (“M2i Global, Inc.”) (formerly known as “Inky Inc.”) filed with the Secretary of State of Nevada an Amendment to the Certificate of Incorporation to change its corporate name from “Inky, Inc.”, to “M2i Global, Inc.”, effective June 7, 2023.   The Company was formerly engaged in developing mobile software applications for smartphones and table devices. During May 2023, the Company became the sole shareholder of U.S. Minerals and Metals Corp., a Nevada corporation (“USMM”) through the issuance of preferred and common shares for cash. Concurrently, the Company shifted its operations to specialization in the development and execution of a complete global value supply chain for critical minerals for the U.S. government and U.S. free trade partners. The Company’s vision is to develop and execute a complete global value supply chain for critical minerals for the United States government and certain trading partners of the United States. To implement this vision, the Company intends to operate three key business 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.

Going Concern	6 Months Ended
	May 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	Note 2 – Going Concern   The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company had limited revenues and incurred losses during the 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.

Summary of Significant Accounting Policies	6 Months Ended
	May 31, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3 — Summary of Significant Accounting Policies   Basis of Presentation   The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the interim reporting rules of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted from these statements pursuant to such rules and regulation and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.     Principles of Consolidation   The accompanying 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.

Commitments and Contingencies	6 Months Ended
	May 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 4 — Commitments and Contingencies   From time to time, the Company may be involved in litigation in the ordinary course of business. The Company is not currently involved in any litigation that the Company believes could have a material adverse effect on its financial condition or results of operations.

Equity Transactions	6 Months Ended
	May 31, 2024
Equity [Abstract]
Equity Transactions	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.

Related Party Transactions	6 Months Ended
	May 31, 2024
Related Party Transactions [Abstract]
Related Party Transactions	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 Payable	6 Months Ended
	May 31, 2024
Debt Disclosure [Abstract]
Note Payable	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.

Convertible Notes Payable	6 Months Ended
	May 31, 2024
Convertible Notes Payable
Convertible Notes Payable	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.

Subsequent Events	6 Months Ended
	May 31, 2024
Subsequent Events [Abstract]
Subsequent Events	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.

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	May 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation   The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the interim reporting rules of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted from these statements pursuant to such rules and regulation and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
Principles of Consolidation	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	Segment Reporting   The Company operates as a single segment.
Use of Estimates	Use of Estimates   The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	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	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	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	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	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 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 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	Related Party   The Company records all related party transactions in accordance with ASC 850-10.
Recently Issued Accounting Standards	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	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.

Summary of Significant Accounting Policies (Details Narrative)	May 31, 2024 USD ($)
Accounting Policies [Abstract]
Cash FDIC insured amount	$ 250,000

Equity Transactions (Details Narrative) - USD ($)	3 Months Ended			6 Months Ended
	May 31, 2024	Feb. 29, 2024	May 31, 2023	May 31, 2024
Accumulated Other Comprehensive Income (Loss) [Line Items]
Payment for repurchase of stock	$ 1,150	$ 5,000
Shares issued				37,900,000
Value issued	171,485		$ 977,828	$ 722,935
Number of shares issued, value	50,020	$ 551,450
[custom:StockIssuedDuringPeriodValueCancelled]				$ 1,150
Consulting Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
[custom:StockIssuedDuringPeriodSharesCancelled]				11,500,000
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Repurchase of stock		(50,000,000)		50,000,000
Payment for repurchase of stock		$ 50,000		$ 5,000
Shares issued	37,900,000		507,228,334
Value issued	$ 37,900		$ 507,229
Number of shares issued, value				$ 50,020
Number of shares to be issued				700,000

Related Party Transactions (Details Narrative) - USD ($)	6 Months Ended
	May 31, 2024	May 31, 2023	Nov. 30, 2023
Related Party Transaction [Line Items]
Loans payable	$ 641,500		$ 600,000
Repayment of debts	86,000
Other liabilities	$ 36,609
Debt instrument, interest rate	12.99%
Related Party [Member]
Related Party Transaction [Line Items]
Loans payable	$ 127,500
Repayment of debts	86,000
Other liabilities	$ 641,500		$ 600,000
Debt instrument, interest rate	7.00%
Interest expense	$ 11,128
Interest paid	17,352
Accrued interest payable	$ 11,128

Note Payable (Details Narrative)	6 Months Ended
	May 31, 2024 USD ($)
Debt Disclosure [Abstract]
Notes payable	$ 104,160
Paid downpayment	26,227
Monthly payments	$ 8,265
Interest rate	12.99%
Remaining balance loan	$ 36,609

Convertible Notes Payable (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended		6 Months Ended
	Nov. 28, 2023	Nov. 30, 2023	May 31, 2024	May 31, 2023	May 31, 2024	May 31, 2023
Short-Term Debt [Line Items]
Legal fees			$ 852,883		$ 1,414,593
Convertible notes payable		$ 250,000	$ 260,000		260,000
OID amortization					10,000
Series 10 % Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Convertible note payable percentage		10.00%
Principal amount		$ 1,080,000
Convertible notes payable		270,000
Original issue discount	$ 20,000	20,000
Legal fees	10,000	$ 10,000
Proceeds from convertible notes payable	270,000
Net receipt	$ 240,000
Interest					13,500
OID amortization					$ 10,000

Subsequent Events (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended
	Jun. 01, 2024	May 31, 2024	May 31, 2023	May 31, 2024
Subsequent Event [Line Items]
Received from purchase of shares		$ 171,485	$ 977,828	$ 722,935
Purchase of shares				37,900,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Received from purchase of shares	$ 681,780
Purchase of shares	12,112,500

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