UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~August~~March 31, ~~2025~~2026

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

Commission File No. 333-229748

M2i GLOBAL, INC.

(Exact name of registrant as specified in its charter)

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

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

(775) 909-6000

(Registrant’s telephone number, including area code)

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

Carson City, NV 89701

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

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

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

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

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. The number of shares of Common Stock, par value $0.001 per share, outstanding as of ~~October~~May 1514, ~~2025~~2026 was ~~707~~796,~~213~~346,~~947.~~770

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

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

M2i GLOBAL, INC.

Index

	Pg. No.
PART I — Financial Information	3
Item 1. Financial Statements	3
Condensed Consolidated Balance Sheets as of August 31, 2025 (Unaudited) and November 30, 2024	3
Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025	3
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended August 31, 2025 and 2024 (Unaudited)	4
Condensed Consolidated Statements of Operations for the Three Ended March 31, 2026 and 2025 (Unaudited)	4
Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) for the Three and Nine Months Ended August 31, 2025 and 2024 (Unaudited)	5
Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	5
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended August 31, 2025 and 2024 (Unaudited)	6
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	6
Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1214
Item 3. Quantitative and Qualitative Disclosures about Market Risk	1416
Item 4. Controls and Procedures	1416
PART II — Other Information	1517
Item 1. Legal Proceedings	1517
Item 1A. Risk Factors	1517
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	1517
Item 3. Defaults Upon Senior Securities	1517
Item 4. Mine Safety Disclosures	1517
Item 5. Other Information	1517
Item 6. Exhibits	1517
SIGNATURES	1618

PART 1 — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

M2i GLOBAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	August 31, 2025
	March 31, 2026			December 31, 2025
	unaudited			~~November 30, 2024~~
Assets
Current assets
Cash	$	~~243~~67,~~929~~283		$	80515,~~281~~438
Prepaids and other current assets		166,937			5,139
Contingency receivable		40,657			-
Total current assets		410,867			85,420
Prepaids and other current assets		62,256			102,068
TOTAL ASSETS	$	410,867		$	85,420
Total current assets		170,196			617,506
TOTAL ASSETS	$	170,196		$	617,506
Liabilities and Stockholders’ (Deficit)
Current liabilities
Accounts payable and accrued expenses	$	1,~~537~~442,~~279~~076		$	1934,~~058,726~~276
Accounts payable and accrued expenses - related party		12,~~300~~113,~~603~~450			~~950~~1,~~156~~867,610
Accounts payable and accrued expenses		12,~~300~~113,~~603~~450			~~950~~1,~~156~~867,610
Loan payable - D&O insurance		17,579			-
Convertible note, net of discount		220,000			230,000
Convertible note, net of discount		270,000			270,000
Derivative liability		362,182			507,733
Promissory note		302,960			302,960
Shares unissued liability		4,137,500			4,137,500
Related party loan		-			36,050
Total current liabilities		8,275,208			7,677,119
Total current liabilities		3,428,421			2,617,892
Total Liabilities		8,275,208			7,677,119
Total Liabilities		3,428,421			2,617,892
Commitments and contingencies		-			312,500
Stockholders’ (deficit)
Preferred stock, authorized 100,000 shares, $.001 par value, 100,000 and 100,000 shares issued and outstanding, respectively		100			100
Preferred stock, authorized 10,000,000 shares, $.001 par value, 100,000 and 100,000 shares issued and outstanding, respectively		100			100
Common stock, authorized 1,000,000,000 shares, $.001 par value, 691,528,945 and 581,704,525 shares issued and outstanding at August 31, 2025 ended November 30, 2024, respectively		691,529			581,705
Common stock, authorized 1,000,000,000 shares, $.001 par value, 760,182,298 and 716,021,604 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively		760,182			716,022
Treasury stock		(435,000	)		(435,000	)
Additional paid in capital		67,~~956~~073,~~393~~794			35,~~321~~964,~~905~~871
Accumulated (deficit)		(10,230,576	)		(6,001,182	)
Accumulated earnings (deficit)		(15,504,088	)		(13,618,106	)
Total stockholders’ (deficit)		(38,~~017~~105,~~554~~012	)		(27,~~532~~372,~~472~~113	)
Total liabilities and stockholders’ (deficit)	$	~~410~~170,~~867~~196		$	85617,~~420~~506

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

M2i GLOBAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	August 31, 2025			August 31, 2024			August 31, 2025			August 31, 2024
	March 31, 2026			March 31, 2025
	Three Months Ended						~~Nine Months Ended~~
	August 31, 2025			August 31, 2024			August 31, 2025			August 31, 2024
	March 31, 2026			March 31, 2025
Operating expenses
General and administrative		~~404~~371,~~872~~589			~~188~~354,~~079~~920			~~1,026,142~~			~~797,483~~
Legal and professional		1,~~288~~641,~~298~~142			~~528~~694,~~467~~840			~~3,109,338~~			~~1,943,060~~
Total operating expenses		12,~~693~~012,~~170~~731			~~716~~1,~~546~~049,760			~~4,135,480~~			~~2,740,543~~
Loss from operations		(12,~~693~~012,~~170~~731	)		(~~716~~1,~~546~~049,760	)		~~(4,135,480~~	)		~~(2,740,543~~	)
Other expense
Other income (expense)
Interest expense		65,457			20,854			93,914			70,547
Gain on derivative liability		145,551			-
Total other expense		65,457			20,854			93,914			70,547
Interest expense		(18,802	)		(13,883	)
Net Loss	$	(1,758,627	)	$	(737,400	)	$	(4,229,394	)	$	(2,811,090	)
Total other income (expense)		126,749			(13,883	)
Loss per share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Net Loss	$	(1,885,982	)	$	(1,063,643	)
Weighted average shares outstanding – basic and dilutive		677,571,535			554,928,619			629,277,181			531,040,358
Loss per share	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding - basic		731,326,530			599,271,192

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

M2i GLOBAL, INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ (DEFICIT)

For the Three ~~and Nine~~ Months Ended ~~August~~March 31, ~~2025~~2026 and ~~August~~March 31, ~~2024~~2025

(Unaudited)

																				Total
	Preferred Shares				Common Shares						Treasury			Additional Paid in			Accumulated			Stockholders’ Equity
	Shares		Amount		Shares			Amount			Stock			Capital			Deficit			(Deficit)
Balance at November 30, 2024		100,000	$	100		581,704,525		$	581,705		$	(435,000	)	$	3,321,905		$	(6,001,182	)	$	(2,532,472	)
	Preferred Shares				Common Shares						Treasury			Additional Paid in			Accumulated			Total Stockholders’
Shares issued for cash received		-		-		28,700,000			28,700			-			173,300			-			202,000
	Shares		Amount		Shares			Amount			Stock			Capital			Deficit			(Deficit)
Shares issued for services		-		-		2,250,000			2,250						335,250						337,500
Balance at December 31, 2025		100,000	$	100		716,021,604		$	716,022		$	(435,000	)	$	5,964,871		$	(13,618,106	)	$	(7,372,113	)
Cash received for shares to be issued		-		-		-			-			-			27,605			-			27,605
Shares issued for cash received		-		-		7,864,834			7,865			-			12,435			-			20,300
Net loss		-		-		-			-			-			-			(1,351,625	)		(1,351,625	)
															.
Balance at February 28, 2025		100,000	$	100		612,654,525		$	612,655		$	(435,000	)	$	3,858,060		$	(7,352,807	)	$	(3,316,992	)
Shares issued for services		-		-		22,935,203			22,935			-			274,065			-			297,000
Shares issued for cash		-		-		11,531,177			11,531			-			113,725			-			125,256
Amortization of deferred stock based compensation		-		-		-			-			-			83,333			-			83,333
Shares issued for services		-		-		37,400,000			37,400			-			164,600			-			202,000
Shares issued for conversion of convertible note		-		-		876,213			876			-			11,441			-			12,317
Cash received for shares to be issued		-		-		-			-			-			350,000			-			350,000
Shares cancelled		-		-		(15,556	)		(16	)		-			(984	)					(1,000	)
Net loss		-		-		-			-			-			-			(1,119,142	)		(1,119,142	)
Shares issued for contingency liability		-		-		12,500,000			12,500			-			300,000			-			312,500
Balance at May 31, 2025		100,000	$	100		661,585,702		$	661,586		$	(435,000	)	$	4,486,385		$	(8,471,949	)	$	(3,758,878	)
Cash received for shares to be issued		-		-		-			-			-			428,633			-			428,633
Shares issued for cash		-		-		3,058,243			3,058			-			235,226			-			238,284
Net loss		-		-		-			-			-			-			(1,885,982	)		(1,885,982	)
Shares issued for services		-		-		26,885,000			26,885			-			646,282			-			673,167
Balance at March 31, 2026		100,000	$	100		760,182,298		$	760,182		$	(435,000	)	$	7,073,794		$	(15,504,088	)	$	(8,105,012	)
Cash received for shares to be issued		-		-		-			-			-			1,588,500			-			1,588,500
Balance at December 31, 2024		100,000	$	100		583,954,525		$	583,955		$	(435,000	)	$	3,757,155		$	(6,618,639	)	$	(2,712,429	)
Net loss		-		-		-			-			-			-			(1,758,627	)		(1,758,627	)
Balance		100,000	$	100		583,954,525		$	583,955		$	(435,000	)	$	3,757,155		$	(6,618,639	)	$	(2,712,429	)
Balance at August 31, 2025		100,000	$	100		691,528,945		$	691,529		$	(435,000	)	$	6,956,393		$	(10,230,576	)	$	(3,017,554	)
Shares issued for cash received		-		-		29,800,000			29,800			-			82,200			-			112,000
Balance at November 30, 2023		100,000	$	100		514,333,691		$	514,334		$	(435,000	)	$	995,541		$	(2,113,921	)	$	(1,038,946	)
Cash received for shares to be issued		-		-		-			-			-			142,861			-			142,861
Shares purchased from shareholder		-		-		(50,000,000	)		(50,000	)		-			45,000			-			(5,000	)
Net loss		-		-		-			-			-			-			(1,063,643	)		(1,063,643	)
																		-
Balance at March 31, 2025		100,000	$	100		613,754,525		$	613,755		$	(435,000	)	$	3,982,216		$	(7,682,282	)	$	(3,521,211	)
Cash received for shares to be issued		-		-		-			-			-			551,450						551,450
Balance		100,000	$	100		613,754,525		$	613,755		$	(435,000	)	$	3,982,216		$	(7,682,282	)	$	(3,521,211	)
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		100,000	$	100		502,233,691		$	502,234		$	(435,000	)	$	1,774,446		$	(4,187,611	)	$	(2,345,831	)
Shares issued for cash		-		-		7,200,000			7,200			-			8,080			-			15,280
Shares issued for contracts		-		-		20,000,000			20,000			-			(18,000	)		-			2,000
Shares cancelled		-		-		(11,766,666	)		(11,767	)		-			11,767			-			-
Cash received for shares to be issued		-		-		-			-			-			986,900			-			986,900
Net loss		-		-		-			-			-			-			(737,400	)		(737,400	)
Balance at August 31, 2024		100,000	$	100		517,667,025		$	517,667		$	(435,000	)	$	2,763,193		$	(4,925,011	)	$	(2,079,051	)
Balance		100,000	$	100		517,667,025		$	517,667		$	(435,000	)	$	2,763,193		$	(4,925,011	)	$	(2,079,051	)

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

M2i GLOBAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	August 31, 2025			August 31, 2024
	March 31, 2026			March 31, 2025
	Nine Months Ended
	Three Months Ended
	August 31, 2025			August 31, 2024
	March 31, 2026			March 31, 2025
Cash flows from operating activities
Net loss	$	(41,~~229~~885,~~394~~982	)	$	(21,~~811~~063,~~090~~643	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of note discount		-			15,000
(Gain) on derivative liability		(145,551	)		-
Shares issued for services		1380,~~173,018~~333			-
Changes in operating assets and liabilities
Prepaid expenses and other current assets		(~~161,798~~845	)		~~(17~~28,~~292~~408	)
Accounts payable and accrued expenses		~~478~~510,~~550~~118			1438,~~412,913~~256
Accounts payable and accrued expenses-related party		~~350~~245,~~447~~839			-351,187
Net cash used in operating activities		(2896,~~389,177~~088	)		(1245,~~400,469~~792	)
Cash flows from financing activities
Cash received for shares issued		632,795			739,140
Cash received for shares to be issued		428,633			142,861
Cash received for shares to be issued		1,938,500			1,034,845
Cash received for shares issued		19,300			112,000
Payment for cancelled shares		-			(5,000	)
Loan payable - D&O insurance		-			61,527
Loan payable - D&O insurance		17,579			-
Repayment of related party loan		-			(87,896	)
Proceeds from related party loan					127,500
Net cash provided by financing activities		447,933			228,492
Repayment of related party loan		(36,050	)		(516,000	)
Net increase (decrease) in cash	$	(448,155	)	$	(17,300	)
Net cash provided by financing activities		2,552,824			1,380,485
Cash, beginning of period		515,438			36,022
Net increase (decrease) in cash	$	163,648		$	(19,984	)
Cash, end of period	$	67,283		$	18,722
Cash, beginning of period		80,281			48,197
Cash, end of period	$	243,929		$	28,213
Cash paid for interest	$	-		$	-
Supplemental disclosure of non-cash financing activities
Original issue discount on convertible note	$	-		$	25,000

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

M2i GLOBAL, INC

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Description of Organization and Business Operations

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

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

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

On June 30, 2024, the Company and Komodo Capital (“Komodo”), a company specializing in the development and execution of a complete global value supply chain for critical minerals for the U.S. government and U.S. free trade partners, entered into a strategic partnership (the “Strategic Partnership”), in order for Komodo to use its relationships to provide the Company with access to various critical minerals, with an ultimate goal of suppling the U.S. government and U.S. free trade partners with these critical minerals. Komodo Capital also offers comprehensive advisory services. The Company issued 8,000,000 shares of common stock valued at $800 as part of this agreement.

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

On July 28, 2025, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) among the Company, Volato Group, Inc., a Delaware corporation (“Volato”), and Volato Merger Subsidiary, Inc., a Nevada corporation and wholly-owned subsidiary of Volato (“Merger Sub”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions therein, at the effective time of the merger, Merger Sub will be merged with and into the Company with the Company surviving as a wholly owned subsidiary of Volato. The Merger Agreement contains customary representations, warranties and covenants of the parties, and is subject to approval by the Company’s stockholders, approval by the holders of Volato’s Class A common stock, $0.0001 par value per share receipt of certain regulatory approvals and other customary closing conditions. The Company’s board of directors unanimously approved the Merger Agreement and determined that the Merger is advisable and in the best interests of the Company and its stockholders.

Note 2 – Going Concern

The accompanying unaudited ~~condensed~~ consolidated condensed financial statements have been prepared in conformity with generally accepted ~~accounting~~ accounting principles, which contemplate continuation of the Company as a going concern. The Company had no revenues and incurred losses during the ~~nine~~three months ended ~~August~~March 31, ~~2025~~2026 and ~~2024~~2025 totaling $41,~~229~~885,~~394~~982 and $21,~~811~~063,~~090~~643, respectively. In addition, the accumulated deficit amounted to $1015,~~230~~504,~~576~~088 and 6$13,~~001~~618,~~182~~106 as of ~~August~~March 31, ~~2025~~2026 and ~~November~~December 3031, ~~2024~~ 2025, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management anticipates that the Company may be dependent, for the near future, on additional investment capital to fund operating expenses. It is anticipated that revenues will be forthcoming within the first or second quarters of the next fiscal year. There are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

Note 3 — Summary of Significant Accounting Policies

Change of Fiscal Year

The Board of Directors determined that it was advisable and in the best interests of the Company to change the Company’s fiscal year end from November 30 to December 31 in order to align the Company’s fiscal reporting period with the calendar year. Our results of operations impacting shareholders equity presented in this Form 10Q are for the three months ended March 31, 2026 and 2025, unless otherwise noted.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally ~~accepted~~ 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 Form filed with the SEC on Form 10-KKT on ~~February~~April 2715, ~~2025~~2026. 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 reportable segment. The Chief Operating Decision Makers (“CODMs”) have been identified as the Chief Executive Officer and the Chief Financial Officer, who review the total assets and net loss of Company to make decisions about allocating resources and assessing financial performances. The key measure of segment loss reviewed by the CODMs are the operating expenses.

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.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value.

Described below are the three levels of input that may be used to measure fair value:

Level 1 – Quoted market prices in active markets for identical assets or liabilities.

Level 2 – Observable prices that are based on inputs not quoted on active markets but corroborated by market data.

Level 3 – Unobservable inputs that are used when little or no market data is available.

The application of the three levels of the fair value hierarchy under ASC Topic 820-10-35, the Company’s derivative liability as of the three months ending March 31, 2026 was $362,182 and the year ending December 31, 2025 of $507,733 and measure on Level 3 inputs.

Cash and Cash Equivalents

The Company considers all highly liquid instruments and other short-term investments with a maturity of three months or less, when purchased, to be cash equivalents.

The Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC provides coverage of up to $250,000 per depositor, per financial institution, for the aggregate total of depositors’ interest and non-interest-bearing accounts.

Impairment Assessment

The Company evaluates intangible assets and other long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions or other events that indicate an asset’s carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future cash flows the asset is expected to generate. If the cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value.

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~~arrangements 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 dilutive securities outstanding at August 31, 2025.

Deferred Stock-Based Compensation

Deferred stock-based compensation shall be deemed to be those transactions carried out by the Company which involve shares of the Company issued for future services.

Treasury Stock

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~~In December 2023, the ~~nine~~Financial ~~months~~Accounting ~~ended~~Standards ~~August~~Board ~~31,~~(“FASB”) ~~2025,~~issued ~~there~~Accounting ~~were~~Standards ~~several~~Update ~~new~~2023-09 ~~accounting~~(“ASU ~~pronouncements~~2023-09”), Income ~~issued~~Taxes, bywhich enhances the ~~FASB.~~transparency ~~Each~~ of ~~these~~income ~~pronouncements, as~~tax ~~applicable,~~disclosures ~~has~~by ~~been~~expanding orannual ~~will~~disclosure berequirements ~~adopted~~related byto the ~~Company~~rate reconciliation and income taxes paid. ~~Management~~The ~~does~~amendments ~~not~~are ~~believe~~effective ~~the~~for ~~adoption~~fiscal ofyears ~~any~~beginning ofafter ~~these~~December ~~accounting~~15, ~~pronouncements has~~2024. ~~had~~Early oradoption is ~~will~~permitted. ~~have~~The aamendments ~~material~~should ~~impact~~be applied on ~~the~~a ~~Company’s~~prospective ~~condensed~~basis. ~~consolidated~~Retrospective ~~financial~~application ~~statements~~is permitted.

In November 2024, the FASB issued Accounting Standards Update (“ASU 2024-03”), Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

Revenue Recognition

The Company is currently pre-revenue. The Company will recognize revenues in accordance with ASC 606.

Subsequent Events

The Company has evaluated all transactions through the date the financial statements were issued for subsequent event disclosure or adjustment consideration.

Note 4 — Commitments and Contingencies

~~From~~In ~~time~~June toof ~~time~~2025, a lawsuit was filed in state of Nevada against the Company ~~may~~by bea ~~involved~~former inconsultant ~~litigation~~for inbreach of contract, securities fraud and related claims stemming from a 2022 consulting agreement and stock agreements entered into with two companies owned by the consultant. ~~ordinary~~In ~~course~~December of2025, ~~business~~the court entered a default judgment in the matter. ~~The~~In February 2026, the Company isfiled ~~not~~a ~~currently~~motion ~~involved~~to set aside the default judgment. In March 2026, the Company participated in a mediation with the plaintiff and entered into a ~~any~~long-term ~~litigation~~settlement ~~that~~agreement. Pursuant to the agreement, the Company ~~believes~~agreed ~~could~~to ~~have~~transfer a12,500,000 shares ~~material~~of ~~adverse~~common ~~effect~~stock to the plaintiff and the agreement further provided for mutual release of all claims against the Company. The Company filed a Form 8-K on ~~its~~March ~~financial~~23, ~~condition~~2026 orregarding ~~results~~this legal matter. The shares of ~~operations~~common stock were issued during the three months ended March 31, 2026 at a value of $312,500.

Note 5 — Equity Transactions

During the nine months ended August 31, 2025, the Company received $1,937,500 cash for the issuance of shares of Series B Convertible Preferred Shares. The terms of the issuance have not yet been determined and shares have not yet been issued. Upon issuance these Series B shares will be automatically converted into common shares. There was no change to the number of issued and outstanding Series A Preferred Shares.

During the nine months ended August 31, 2025, the Company issued 43,289,420 shares of common stock for cash received of $565,540.

During the nine months ended August 31, 2025, the Company issued 66,535,000 shares of common stock for services rendered valued at $1,212,667.

During the nine months ended August 31, 2025, the Company issued 10,000,000 shares of common stock for future services valued at $1,000,000. These shares were recorded as Deferred Stock-based compensation and the value of the shares is being amortized over three years. The value of the Deferred Stock-based compensation is an offset to Additional Paid in Capital.

As of the nine months ended August 31, 2025, the Company had issued shares valued at $22,056 for which funds had not yet been received. This subscription receivable is an offset to Additional Paid in Capital.

Note 6 – Accounts Payable and Accrued Expenses

During the nine months ended August 31, 2025, the Company’s accounts payables and accrued expenses increased to $1,537,279 from $1,058,726 at the year ended November 30, 2024 for an increase of $478,553. The increase was due to the accrual of professional fees, accrued directors fees, and accounts payables as the Company continues to shift its operations a noted in Note 1 above.

Note 75 —– ~~Related~~Accounts ~~Party~~Payable ~~Transactions~~and Accrued Expenses

During the ~~nine~~three months ended ~~August~~March 31, ~~2025~~2026, the Company ~~repaid $36,050 of the loan from the Company~~’s ~~Executive~~accounts ~~Chairman.~~payables ~~This~~and ~~loan is~~accrued ~~recorded~~expenses asincreased ato ~~related~~$1,442,076 ~~party~~from ~~loan~~$934,276 at on the ~~balance~~year ~~sheet.~~ended AtDecember ~~the periods ending August~~ 31, 2025 ~~and~~for ~~November~~an ~~30,~~increase ~~2024,~~of ~~the balance due to the Executive Chairman was~~ $~~0 and $36~~507,~~050, respectively~~800. ~~This~~The ~~loan~~increase ~~has~~was adue 7%to ~~interest rate. During~~ the ~~nine~~accrual ~~months~~of ~~ended~~professional ~~August 31~~fees, and accounts ~~2025,~~payables as the Company ~~recorded~~continues ~~$88~~to ~~interest~~shift ~~expense.~~its Atoperations ~~August~~a ~~31,~~noted ~~2025,~~in ~~accrued~~Note ~~interest~~1 ~~payable due to the loan from the Executive Chairman totaled $21,278~~above.

~~Under~~Note ~~the~~6 ~~terms~~— ofRelated aParty consulting agreement with the Company’s Executive Chairman and CFO, the Company is obligated to compensate him $43,667 per month, consisting of $41,667 in consulting fees and a $2,000 monthly allowance. During the nine months ended August 31, 2025, the Company incurred $393,000 in expenses related to the consulting agreement. During the nine months ended August 31, 2025, the Company paid $288,667 in consultant fees to the Executive Chairman and CFO. As of the nine months ended August 31, 2025, $497,333 remained unpaid under the agreement. During the three months ended August 31, 2025, the Board of Directors approved the accruing of interest payable on the unpaid consultant fees retroactive to August 1, 2024. The total interest expense accrued following the Board approval was $37,906.Transactions

Under the terms of a consulting agreement with the Company’s ~~President~~Executive Chairman and ~~Chief Executive Officer~~CFO, the Company is obligated to compensate him $43,667 per month, consisting of $41,667 in consulting fees and a $2,000 monthly allowance. During the ~~nine~~three months ended ~~August~~March 31, ~~2025~~ 2026, the Company incurred $~~393~~131,000 in expenses related to the consulting agreement. During the ~~nine~~three months ended ~~August~~March 31, ~~2025~~2026, the ~~Company~~ Company paid $90,~~667 consulting expense to the President and Chief Executive Officer~~444. As of the ~~nine~~three months ended ~~August~~March 31, ~~2025~~2026, $~~381~~545,~~167~~ 055 remained unpaid under the agreement. During the ~~three~~year ~~months~~ ended ~~August~~ December 31, 2025, the Board of Directors approved the accruing of interest payable on the unpaid consultant fees retroactive to August 1, 2024. During ~~The~~the ~~total~~three ~~interest~~months ~~expense~~ended March 31, 2026, the Company accrued ~~following~~$9,969 interest. At the ~~Board~~three ~~approval~~months ended March 31, 2026, the accrued ~~was~~interest due is $1358,~~237~~756.

~~The~~Under the terms of a consulting agreement with the Company’s ~~reimburses~~President ~~related~~and ~~party~~Chief ~~business~~Executive ~~expenses~~Officer, the Company is obligated to compensate him $43,667 per month, consisting of $41,667 in consulting fees and a $2,000 monthly allowance. During the ~~nine~~year ended December 31, 2025, the Board of Directors approved the consulting fee to be increased to $56,167 per month, consisting of $54,167 in consulting fees and a $2,000 monthly allowance. During the three months ended ~~August~~March 31, ~~2025~~2026, the Company incurred $5168,~~830~~500 in expenses related to the consulting ~~party~~agreement. ~~business~~During ~~expenses~~the ~~and~~three ~~paid~~months ~~$106~~ended March 31,~~194~~ ~~which~~2026, ~~included~~the ~~all~~Company ~~expenses~~paid ~~owed~~$89,167 consulting expense to the ~~Executive~~President ~~Chairman~~and Chief Executive Officer. AtAs of the ~~nine~~three months ended ~~August~~ March 31, 2026, $214,334 remained unpaid under the agreement. During the year ended December 31, 2025, the ~~balance~~Board ~~due~~of Directors approved the accruing of interest payable on the unpaid consultant fees retroactive to August 1, 2024. During the ~~Executive~~three ~~Chairman~~months ~~and~~ended ~~CFO~~March 31, 2026, the Company accrued $2,890 interest. At the three months ended March 31, 2026, the accrued interest due is $021,943.

~~During~~Under the ~~nine~~terms ~~months~~of ~~ended~~agreements ~~August~~with ~~31,~~the ~~2025~~Company’s directors, the Company ~~incurred~~is ~~$4,342~~obligated ~~related~~to ~~party~~compensate ~~business~~each ~~expenses~~of ~~and~~them ~~paid~~ $410,~~342~~000 ~~which~~per ~~included~~month. ~~all~~During ~~expenses~~the ~~owed~~three tomonths ended March 31, 2026, the ~~President~~Company ~~and~~incurred ~~Chief~~$90,000 ~~Executive~~in ~~Officer~~expenses related to director agreements. AtDuring the ~~nine~~three months ended ~~August~~March 31, ~~2025~~2026, the ~~balance~~Company ~~due~~paid to$0. At the ~~President and~~period ~~Chief~~ended ~~Executive~~March ~~Officer~~31, is2026, $0550,000 remained unpaid to all directors.

~~Note~~The 8Company –reimburses ~~Note~~related ~~Payable~~party business expenses. During the three months ended March 31, 2026, the Company incurred $23,593 related party business expenses with a director. At the three months ended March 31, 2026, the balance due to the director is $23,593.

~~During~~As ~~the~~of ~~nine~~March ~~months ended August~~ 31, ~~2025~~2026, the Company ~~entered~~has ~~into~~an aaccount ~~financing~~payable ~~agreement~~to ~~for~~a ~~payment~~vendor, ofwho ~~D&O insurance. The total note~~ is ~~$102,953~~a ~~for~~more 10than ~~months.~~5% ~~During~~beneficial ~~the nine months ended August 31~~owner, ~~2025,~~in ~~the~~an ~~Company~~amount ~~paid the downpayment~~ of $15350,~~058 and eight monthly payments of $8,790 each~~000. The ~~note~~Company ~~has~~also have an ~~interest~~account ~~rate~~payable ofto ~~10.24%.~~a Atvendor, ~~August~~which ~~31,~~is ~~2025,~~controlled by the ~~remaining~~Executive ~~balance~~Chairman, onin ~~the~~an ~~loan~~amount isof $17350,~~579~~000.

~~During the fiscal year ended November 30, 2024, the Company entered into a Promissory~~ Note ~~with the former President and CEO who resigned on~~ ~~August~~7 ~~23,~~— 2024 in the amount of $302,960 for payment of accumulated unpaid consultant fees. The note, which bears interest at 8%, is due and payable by October 30, 2025. During the nine months ended August 31, 2025, the Company recorded $20,467 interest expense.Debt

~~Note~~Convertible 9Note ~~— Convertible Notes~~ Payable

InOn November 24, 2023, the Company executed a ~~series of~~ 10% ~~Convertible~~convertible ~~Notes~~note payable toagreement anwith ~~institutional~~proceeds ~~investor~~totaling in$250,000, net ~~the~~of ~~aggregate~~an ~~principal amount~~original issuance discount of $120,~~080,~~000. The ~~maturity~~note, ~~date~~which iswas ~~November~~to 30mature on November 24, 2024, is convertible by the holder at $0.50 per ~~Each~~share of common stock for the ~~four~~first ~~notes~~six ~~being~~months, inthen is convertible by the ~~amount~~holder at 66% of ~~$270,000~~the ~~and~~lowest ~~containing~~traded anprice of the Company’s common stock for the ten days prior to conversion. The ~~original~~note ~~issue~~contains ~~discount~~certain ofdefault ~~$20,000~~provisions ~~and~~which ~~legal~~may ~~fees~~increase the balance of ~~$10,000~~the note by up to 150%. On November 2822, ~~2023~~2024, the Company executed ~~received~~an ~~the~~extension ~~first~~of ~~tranche~~this ~~amounting to~~note ~~$270,000~~payable ~~less~~from ~~$20~~November 24,~~000~~ ~~OID~~2024 ~~and~~to ~~$10~~May 24,~~000~~ ~~legal~~2025. ~~fees~~On ~~with~~May a23, ~~net~~2025, ~~receipt~~the Company executed an extension of ~~$240,000.~~this Atnote ~~the~~payable ~~periods~~from ~~ended~~May ~~August~~24, 2025 to December 31, 2025. ~~and~~On ~~November 30~~March 23, ~~2024~~2026, the ~~net~~Company ~~balance~~executed ofan ~~the~~extension ~~Convertible~~of this ~~Note~~note payable ~~was~~from ~~$270~~December 31,~~000~~ ~~and~~2025 ~~$270~~to September 30,~~000,~~ ~~respectively~~2026. During the ~~nine~~three months ended ~~August~~ March 31, ~~2025~~2026, the ~~Company~~note ~~recorded~~holder converted $2010,~~250~~000 principal and $2,318 accrued interest ~~expense~~into ~~and~~876,213 shares $0of ~~OID~~common ~~amortization~~stock.

During the three months period ending March 31, 2026, the Company accrued $5,649 interest expense. At the end of the three months period ending March 31, 2026, the accrued interest payable due on this loan is $51,241.

Note 8 — Derivative Valuation

During the year ended December 31, 2024, the Company issued a convertible note (see Footnote 7). The conversion terms of the convertible note are based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Due to the exercise terms of the conversion feature becoming available on November 28, 2025, the conversion features in the note met the definition of a derivative and required bifurcation and liability classification at fair value. At the end of the year ending December 31, 2025, the derivative liability was $507,733. During the three months ending Mach 31, 2026, there was a decrease of the derivative liability to $362,182 which represented a change in the fair value of the derivative of $145,551. The Company estimates the fair value of convertible note using the Monte Carlo simulation.

During the three months ended March 31, 2026, the Company had the following activity in the derivative liability account:

Derivative liability at December 31, 2025	$	507,733
(Gain) loss on change in fair value		(145,551	)
Derivative liability at March 31, 2026	$	362,182

A summary of quantitative information with respect to valuation methodology and significant unobservable income used for the Company’s derivative liability that are categorized within Level 3 of fair value hierarchy for the three months ended March 31, 2026 is as follows:

Stock price at valuation date	$	1.04
Risk free interest rate		3.68	%
Stock volatility factor		51.77	%
Contractual terms (in years)		0.36

Note 9 — Stockholders’ Equity (Deficit)

On January 1, 2026, the Company filed a Certificate of Amendment with the State of Nevada to increase the number of preferred shares authorized to issue to 10,000,000 preferred shares with a $.001 par value. Of these 10,000,000 shares 100,000 Series A Preferred Stock have been issued. On January 26, 2026, the Company further designated that 500 of the remaining 9,900,000 shares would be designated as Series B preferred stock.

Shares Issued for Cash

During the three months ended March 31, 2026, the Company issued 7,864,834 shares of common stock for cash received of $20,300.

Shares Issued for Services

During the three months ended March 31, 2026, the Company issued 22,935,203 shares of common stock for services rendered valued at $297,000.

Shares to be Issued

During the three months ended March 31, 2026, the Company received $428,633 for 17,033,333 shares of common stock to be issued. At three months ended March 31, 2026, the value of these shares was recorded in additional capital. These shares were all issued during the subsequent period and are part of the shares to be issued for cash in the subsequent events footnote.

Convertible Note Payable Conversion

During the three months ended March 31, 2026, the convertible note holder (see Footnote 7) converted $10,000 principal and $2,317 accrued interest into 876,213 shares of common stock.

Commitment/Contingency Shares

During the three months ended March 31, 2026, the Company issued 12,500,000 shares of common stock per the settlement agreement signed in March 2026. (see Footnote 4). The value of these shares is $312,500.

Deferred Stock-Based Compensation

During the year ended November 30, 2024, the Company issued 10,000,000 shares of common stock for future services valued at $1,000,000. These shares were recorded as Deferred Stock-based compensation and the value of the shares is being amortized over three years. The value of the Deferred Stock-based compensation is an offset to Additional Paid in Capital. During the three months ended March 31, 2026, there was $83,333 amortization recorded.

Subscription Receivable

As of the three months ended March 31, 2026, the Company had issued shares valued at $36,485 for which funds had not yet been received. This subscription receivable is an offset to Additional Paid in Capital.

Shares Cancelled

During the three months ended March 31, 2026, the Company cancelled 15,556 shares of Reg A shares for a value of $1,000. These shares were part of the Reg A offering. After the shares were issued, the investors challenged the investment. The Company cancelled the shares because of this.

Note 10 – Subsequent Events

The Company has evaluated all transactions through the date the financial statements were issued for subsequent event disclosure or adjustment consideration.

Subsequent to the ~~end~~three ~~of the fiscal nine~~ months ended ~~August~~March 31, ~~2025~~2026, the Company ~~issued~~filed ~~5,700,000~~a ~~shares~~Certificate of ~~common~~Amendment ~~stock~~with ~~for~~ the ~~value~~State of ~~$5,700~~Nevada to increase the number ~~for~~of ~~advisory~~Series ~~services~~B Preferred Shares from 500 to 750.

Subsequent to the ~~end~~three ~~of the fiscal nine~~ months ended ~~August~~March 31, ~~2025~~2026, the Company ~~received~~issued ~~cash of $725~~31,~~000 for~~688,333 ~~the~~shares ~~issuance~~ of ~~Series~~common Bstock ~~Preferred~~for ~~Shares.~~cash ~~The~~received ~~details~~ of ~~issuance of these shares have not yet been determined and the shares have not yet been issued~~$651,538. ~~Upon issuance these Series B shares will be automatically converted into common shares.~~

Subsequent to the ~~end~~three ~~of the fiscal nine~~ months ended ~~August~~March 31, ~~2025~~2026, the Company issued ~~335~~4,~~002~~476,139 shares of common stock for ~~the~~services ~~value~~render ofvalued at $58196,~~800 as part of the Reg A offering~~000.

Subsequent to the ~~end~~three ~~of the fiscal nine~~ months ended ~~August~~March 31, ~~2025~~2026, the Company ~~received~~issued ~~cash~~559.29 ~~of $7,750 for the issuance of~~ shares of ~~common stock.~~Series ~~The~~B ~~Company~~Preferred ~~issued~~Stock ~~9,650,000 shares of common stock~~ for ~~this~~ cash received, ~~for~~in prior periods totaling $14,~~000~~137,500. ofThe cash ~~received~~previously ~~in August and cash to be~~ received ofwas ~~$900~~recorded ~~for~~as aUnissued ~~total~~stock ~~value of $9,650.~~liability

11Subsequent to the three months ended March 31, 2026, the Company issued 39 shares of Series B Preferred Stock for services rendered valued at $388,358.

Subsequent to the three months ended March 31, 2026, the Company issued 10 shares of Series B Preferred Stock for services rendered valued at $100,000 in addition to debt forgiveness of $230,000.

Subsequent to the end of the three months ended March 31, 2026, the Company received $10,463 for shares previously issued.

Subsequent to the three months ended March 31, 2026, the Company executed convertible promissory notes totaling $275,000. The notes have a 90-day maturity date and a 10% interest rate. In addition, the holder of the note is entitled to receive 500,000 shares of the Company’s common stock for each $100,000 of principal invested. Each note holder can elect to have the outstanding principal and accrued interest convert into equity securities of the Company issued in subsequent financing at a conversion price equal to a 25% discount to the price per share paid by investors in that financing.

Subsequent to the three months ended March 31, 2026, at a virtual special meeting of the stockholders of Volato the Merger Agreement between Volato, Merger Sub and M2i Global and the transactions contemplated by the Merger Agreement. (See Footnote 1) were approved.

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

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

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

1214

Recently Issued Accounting Pronouncements

~~Any~~In ~~new~~December ~~accounting~~2023, ~~pronouncements issued by~~ the Financial Accounting Standards Board (“FASB”) issued ~~during~~Accounting ~~the~~Standards ~~nine~~Update ~~months~~2023-09 ~~ended~~(“ASU 2023-09”), ~~August~~Income 31Taxes, ~~2025~~which ~~and~~enhances ~~through~~ the ~~filing~~transparency of ~~this~~income ~~report~~tax ~~have~~disclosures ~~been~~by orexpanding ~~will~~annual bedisclosure ~~adopted~~requirements byrelated to the ~~Company~~rate reconciliation and income taxes paid. ~~Management~~The ~~does~~amendments ~~not~~are ~~believe~~effective ~~the~~for fiscal years beginning after December 15, 2024. Early adoption ofis ~~any~~permitted. ofThe ~~these~~amendments ~~accounting~~should ~~pronouncements~~be ~~has~~applied ~~had~~on ora ~~will~~prospective ~~have~~basis. aRetrospective ~~material~~application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s ~~financial statements~~disclosures.

~~All~~In ~~other~~November ~~new~~2024, ~~accounting~~the ~~pronouncements~~FASB issued ~~but~~Accounting ~~not~~Standards ~~yet~~Update ~~effective~~(“ASU or2024-03”), ~~adopted~~Income ~~have~~Statement-Reporting ~~been~~Comprehensive ~~deemed~~Income-Expense Disaggregation ~~not~~Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to bedisclose ~~relevant~~additional information about specific expense categories in the notes to usthe financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, ~~hence~~2026, ~~are~~and ~~not~~for interim periods beginning after December 15, 2027, with early adoption ~~expected~~permitted. The Company is currently evaluating this ASU to ~~have~~determine ~~any~~its impact ~~once~~on ~~adopted~~the Company’s disclosures.

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-KKT filed with the Securities and Exchange Commission on ~~February~~Apri 2715, ~~2025~~2026.

Liquidity and Capital Resources

At ~~August~~March 31, ~~2025~~2026, the Company had a cash balance of $~~243~~67,~~929~~283 compared to a cash balance of $80515,~~281~~438 at ~~November~~December 3031, ~~2024~~2025. The Company ~~incurred~~ incurred negative cash flow from operations of $2896,~~389,177~~088 for the period ended ~~August~~March 31, ~~2025~~2026, as compared to negative cash flow from operations of $1245,~~400,469~~792 in the comparable prior year period. The increase in negative cash flows from operations was primarily from an increase in net loss offset by accrued expenses – related parties; and accounts payable and accrued expenses~~; and the value of shares issued for services~~. Cash flows from financing activities during the period ended ~~August~~March 31, ~~2025~~2026, totaled $2447,~~552~~933,~~824,~~ as compared to cash flows from financing activities in the comparable prior year period of $1228,~~380,485~~492. The increase in cash provided by financing activities is the result of an increase ofin cash received for common shares to be issued ~~offset by a slight reduction in cash received for the issuance of common shares~~. 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~~ raise significant debt or equity capital ~~in order~~ to fund future operations.

Results of Operations

Comparison of the Three ~~and Nine~~ Months Ended ~~August~~March 31, ~~2025~~2026 and ~~August~~March 31, ~~2024~~2025

For the comparable three months ended ~~August~~March 31, ~~2025~~2026 and ~~August~~March 31, ~~2024, the Company’s revenues totaled $0. For the nine months ended August 31,~~ 2025 ~~and August 31~~, ~~2024,~~ the Company’s revenues totaled $0 ~~and $0, respectively~~. We anticipate the Company’s revenues in upcoming quarters may increase significantly as management attempts to implement the Company’s new business model.

For the three months ended ~~August~~March 31, ~~2025~~2026, our operating expenses increased to $12,~~693~~012,~~170~~731 compared to $~~716~~1,~~546~~049,760 for the comparable period in ~~2024~~2025. The increase of $~~976~~962,~~624~~971 was due to an increase in professional fees ~~and general and administrative expenses~~. For the nine months ended August 31, 2025, our operating expenses increased to $4,135,480 compared to $2,740,543 for the comparable period in 2024. The increase of $1,394,937 was due to an increase in 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.

Item 3. Qualitative and Quantitative Disclosures about Market Risk.

WeNot ~~are~~required afor smaller reporting ~~company and, therefore, we are not required to provide information required by this item~~companies.

Item 4. Controls and Procedures.

~~Evaluation~~The ofCompany ~~Disclosure~~is ~~Controls~~responsible ~~and~~for ~~Procedures:~~establishing ~~Our management carried out an evaluation of the effectiveness~~ and ~~design~~maintaining ~~and~~a ~~operation~~system of ~~our~~ disclosure controls and procedures (as defined in ~~Rules~~Rule 13a-15(e) and 15d-15(e) under the ~~Securities and~~ Exchange Act) ofthat ~~1934,~~is asdesigned to ensure that information required to be disclosed by us in the reports that ~~amended~~we (file or submit under the Exchange Act) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. ~~Based~~Disclosure oncontrols ~~that~~and ~~evaluation~~procedures include, ~~our~~without ~~Chief~~limitation, ~~Executive~~controls ~~Officer~~and ~~has~~procedures ~~concluded~~designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, atincluding ~~August~~its 31principal executive officer or officers and principal financial officer or officers, or ~~2025~~persons performing similar functions, ~~such~~as ~~disclosure controls~~appropriate ~~and~~to ~~procedures~~allow ~~were~~timely ~~not~~decisions ~~effective~~regarding required disclosure.

~~Disclosure~~An ~~controls~~assessment ~~and~~was ~~procedures~~conducted ~~are~~with ~~controls~~the ~~and~~participation ~~other~~of ~~procedures~~our ~~that~~principal ~~are~~executive ~~designed~~and toprincipal ~~ensure~~financial ~~that~~officer ~~information~~of ~~required~~the toeffectiveness beof ~~disclosed~~the design inand ~~our reports~~operation ~~filed~~of orour ~~submitted~~disclosure ~~under~~controls ~~the~~and ~~Exchange~~procedures ~~Act~~as isof ~~recorded,~~December ~~processed~~31, ~~summarized~~2025. ~~and~~Based ~~reported~~on ~~within~~that ~~the~~evaluation, ~~time~~our ~~periods~~management ~~specified in~~concluded ~~the~~that ~~SEC’s~~our ~~rules~~disclosure ~~and forms. Disclosure~~ controls and procedures ~~include,~~were ~~without~~not ~~limitation,~~effective ~~controls~~as ~~and~~of ~~procedures~~such ~~designed~~date to ensure that ~~the~~ information required to be disclosed in the ~~our~~ reports ~~filed~~that we file or ~~submitted~~submit under the Exchange Act, is ~~accumulated~~recorded, ~~and~~processed, ~~communicated to~~summarized ~~management including our Chief Executive Officer~~ and ~~Interim~~reported ~~Chief~~within ~~Financial~~the ~~Officer,~~time orperiods ~~persons performing similar functions, as~~specified ~~appropriate,~~in toSEC ~~allow~~rules ~~timely~~and ~~decisions regarding required disclosure~~forms.

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 ~~August~~March 31, ~~2025~~2026, 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, 2024, we identified the following material weaknesses which are still applicable:~~16

● 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.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

~~None~~In June of 2025, a lawsuit was filed in Nevada against the Company by a former consultant for breach of contract, securities fraud and related claims stemming from a 2022 consulting agreement and stock agreements entered into with two companies owned by the consultant. In December, 2025, the court entered a default judgment in the matter. In February 2026, the Company filed a motion to set aside the default judgment. In March 2026, the Company participated in a mediation with the plaintiff and entered into a long-term settlement agreement. Pursuant to the agreement, the Company has agreed to transfer 12,500,000 shares of common stock to the plaintiff and the agreement further provides for mutual release of all claims against the Company. The Company filed a Form 8-K on March 23, 2026 regarding this legal matter. These shares were issued subsequent to the period ending March 31, 2026.

Item 1A. Risk Factors.

WeNot ~~are~~required afor smaller reporting ~~company and, therefore, we are not required to provide information required by this item~~companies.

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

During the ~~nine~~three months ended ~~August~~March 31, ~~2025~~2026, we received proceeds of $~~565~~528,~~540~~633 for the issuance of 4317,~~289~~033,~~420~~333 ~~shares of common stock. Each of the purchasers of the shares represented to the Company that such purchaser~~ is an “accredited investor” for purposes of Rule 501 of Regulation D.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.		Description of Document

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

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

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SIGNATURES

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

		M2i Global, Inc. (Registrant)
Dated October 15, 2025		/s/ Alberto Rosende
Dated May 15, 2026		/s/ Alberto Rosende
		Alberto Rosende Chief Executive Officer (Principal Executive Officer)
		Alberto Rosende Chief Executive Officer
		(Principal Executive Officer)
		M2i Global, Inc. (Registrant)
Dated October 15, 2025		/s/ Doug Cole
Dated May 15, 2026		/s/ Doug Cole
		Doug Cole Chief Financial Officer (Principal Financial Officer)
		Doug Cole Chief Financial Officer
		(Principal Financial Officer)

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Filing Compare · M2i Global, Inc.