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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 February 29, 2024

OR

 

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

 

Commission File No. 333-229748

 

M2i GLOBAL, INC.

(Exact name of registrant as specified in its charter)

 

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

 

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

 

(775) 909-6000

(Registrant’s telephone number, including area code)

 

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

Carson City, NV 89701

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

 

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

 

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

 

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

 

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

 

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

 

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

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. The number of shares of Common Stock, par value $0.001 per share, outstanding as of April 26, 2024 was 464,333,691.

 

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 February 29, 2024 (Unaudited) and November 30, 2023 3
Condensed Consolidated Statements of Operations for the Three Months Ended February 29, 2024 and February 28, 2023 (Unaudited) 4
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended February 29, 2024 and February 28, 2023 (Unaudited) 5
Condensed Consolidated Statements of Cash Flows for the Three Months Ended February 29, 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 12
Item 4. Controls and Procedures 12
PART II — Other Information 13
Item 1. Legal Proceedings 13
Item 1A. Risk Factors 13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Mine Safety Disclosures 13
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)

 

   February 29, 2024   November 30, 2023 
   unaudited   audited 
         
Assets        
         
Current assets          
Cash  $23,226   $48,197 
Prepaids and other current assets   81,330    - 
Total current assets   104,556    48,197 
           
Total assets  $104,556   $48,197 
           
Liabilities and Stockholders’ Deficit          
           
Current liabilities          
Accounts payable and accrued expenses  $360,250   $237,143 
Convertible note, net of discount   255,000    250,000 
Note payable   61,403    - 
Related party loan   619,500    600,000 
Total current liabilities   1,296,153    1,087,143 
           
Total liabilities   1,296,153    1,087,143 
           
Commitments and contingencies   -    - 
           
Stockholders’ 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, 464,333,691 and 514,333,691 shares issued and outstanding at February 29, 2024 and November 30, 2023 respectively   464,334    514,334 
Treasury stock   (435,000)   (435,000)
Additional paid in capital   1,591,990    995,541 
Accumulated deficit   (2,813,021)   (2,113,921)
Total stockholders’ deficit   (1,191,597)   (1,038,946)
           
Total liabilities and stockholders’ deficit  $104,556   $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 
   February 29, 2024   February 28, 2023 
         . 
Revenue  $-   $3,400 
           
Operating expenses          
General and administrative   113,475    31,391 
Legal and professional   561,710    - 
Total operating expenses   675,185    31,391 
           
Loss from operations   (675,185)   (27,991)
           
Other expense          
Interest expense   23,914    - 
Total other expense   23,914    - 
           
Net Loss  $(699,100)  $(27,991)
           
Loss per share  $(0.00)  $(0.00)
           
Weighted average shares outstanding - basic   513,784,240    7,105,357 

 

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 Months Ended February 29, 2024 and February 28, 2023

(Unaudited)

 

                                 
   Preferred Shares   Common Shares   Treasury   Additional Paid in   Accumulated   Total Stockholders’ 
   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)  $1,591,990   $(2,813,021)  $(1,191,597)
                                         
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)

 

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)

 

       
   Three Months Ended 
   February 29, 2024   February 28, 2023 
         
Cash flows from operating activities          
Net loss  $(699,100)  $(27,991)
Adjustments to reconcile net loss to net cash provided for (used in) operating activities:          
Amortization of note discount   5,000    11,183 
Changes in operating assets and liabilities          
Prepaid expenses and other current assets   (19,927)   200 
Accounts payable and accrued expenses   123,106    617 
Accrued payroll - related party   -    16,500 
           
Net cash provided for (used in) operating activities   (590,921)   509 
           
Cash flows from investing activities          
Purchase of intangible assets   -    (3,485)
Net cash used in investing activities   -    (3,485)
           
Cash flows from financing activities          
Cash received for shares to be issued   551,450    - 
Payment for cancelled shares   (5,000)     
Proceeds from related party loan   19,500    2,976 
           
Net cash provided by financing activities   565,950    2,976 
           
Net increase (decrease) in cash  $(24,970)  $- 
Cash, beginning of the period   48,197    114 
           
Cash, end of the period  $23,226   $114 
           
Cash paid for income taxes  $-   $- 
Cash paid for interest  $17,351   $- 

 

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 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 unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company had limited revenues and incurred losses during the period ended February 29, 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.

 

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.

 

8
 

 

Convertible Debt

 

In accordance with ASC 470 the Company records its convertible notes at the aggregate principal amount, less discount. We will be amortizing the debt discount over the life of the convertible notes as additional non-cash expense utilizing the effective interest rate.

 

Basic and Diluted Loss Per Share

 

Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

 

The Company had no additional dilutive securities outstanding at February 29, 2024 or February 28, 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 period ended February 29, 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.

 

9
 

 

Note 5 — Equity Transactions

 

During the three months ended February 29, 2024, the Company repurchased 50,000,000 shares owned by a shareholder for $5,000. These shares are being held in Treasury until cancelled.

 

During the three months ended February 29, 2024, the Company received $553,100 for the issuance of 32,100,000 shares. These shares have not yet been issued.

 

During the three months ended February 29, 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.

 

Note 6 — Related Party Transactions

 

During the three months ended February 29 2024, the Company’s Executive Chairman loaned the Company $20,500 This loan is recorded as a related party loan on the balance sheet. At the periods ending February 29, 2024 and November 30 2023, the balance due to the Executive Chairman was $619,500 and $600,000, respectively. This loan has a 7% interest rate. During the three months ended February 29, 2024, the Company paid $17,351 in interest to the Executive Chairman. At February 29, 2024, accrued interest payable due related to the loans from the Executive Chairman totaled $6,969.

 

Note 7 – Note Payable

 

During the three months ended February 29, 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 three months ended February 29, 2024, the Company paid the downpayment of $26,227 and three monthly payments of $8,265 each. The note has an interest rate of 12.99%.

 

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. Each of the four notes being in the amount of $270,000 and containing an original issue discount of $20,000 and legal fees of $10,000. On November 28, 2023, the Company received the first tranche amounting to $270,000 less $20,000 OID and $10,000 legal fees with a net receipt of $240,000. At the periods ended February 29, 2024 and November 30, 2023, the net balance of the Convertible Note payable was $255,000 and $250,000, respectively. During the three months ended February 29, 2024, the Company recorded $6,750 interest expense and $5,000 OID amortization which was recorded as interest expense.

 

Note 9 — Subsequent Events

 

Subsequent to February 29, 2024, the Company received $100,320 for the purchase of 4,200,000 shares of common stock.

 

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 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.

 

Recently Issued Accounting Pronouncements

 

During the period ended February 29, 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 February 29, 2024, the Company had a cash balance of $23,226, as compared to a cash balance of $48,197 at November 30, 2023. The Company incurred negative cash flow from operations of $590,921 for the period ended February 29, 2024, as compared to positive cash flow from operations of $509 in the comparable prior year period. The increase in negative cash flows from operations was primarily from increase in loss and increase in accounts payable and accrued expenses. Cash flows from financing activities during the period ended February 29, 2024, totaled $565,950, primarily the result of $551,450 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 Months Ended February 29, 2024 and February 28, 2023

 

For the three months ended February 29, 2024 and February 28, 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 February 29, 2024, our operating expenses increased to $675,185 compared to $31,391 for the comparable period in 2023. The increase of $643,794 was primarily driven by travel and professional fees associated with 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.

 

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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.

 

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 February 29, 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.

 

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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 February 29, 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.

 

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 period ended February 29, 2024, we received proceeds of $553,100 for the issuance of 32,100,000 shares of common stock. Each of the purchasers of the shares represented to the Company that such purchaser is an “accredited investor” for purposes of Rule 501 of Regulation D.

 

Item 3. Defaults upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

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Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

Exhibit

No.

  Description of Document
     
31.1 *   Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
31.2 *   Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
32.1 *   Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).
32.2 *   Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).
101.INS   Inline XBRL Instance Document
101.SCH   Inline XBRL Taxonomy Extension Schema Document
101.CAL   Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF   Inline XBRL Taxonomy Definition Linkbase Document
101.LAB   Inline XBRL Taxonomy Label Linkbase Document
101.PRE   Inline XBRL Taxonomy Presentation Linkbase Document
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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

 

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SIGNATURES

 

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

 

 

 

M2i Global, Inc.

(Registrant)

   
Dated: April 26, 2024 /s/ Jeffrey W. Talley
 

Jeffrey W. Talley

Chief Executive Officer

(Principal Executive Officer)

   
 

M2i Global, Inc.

(Registrant)

   
Dated April 26, 2024 /s/ Doug Cole
 

Doug Cole

Chief Financial Officer

(Principal Financial Officer)

 

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