MTWO 10-Q
M2i Global, Inc. (MTWO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission
File No.
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction | (I.R.S. Employer | |
| of incorporation or organization) | Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
(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.
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).
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 | ||||
| ☒ |
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 $ per share, outstanding as of August 21, 2026 was.
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
| 2 |
PART 1 — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
M2i GLOBAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2026 | December 31, 2025 | |||||||
| unaudited | ||||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaids and other current assets | ||||||||
| Total current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| Liabilities and Stockholders’ Equity (Deficit) | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accounts payable and accrued expenses - related party | ||||||||
| Convertible note, net of discount | ||||||||
| Derivative liability | ||||||||
| Promissory notes | ||||||||
| Shares unissued liability | ||||||||
| Total current liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ deficit | ||||||||
| Preferred stock, authorized shares, $ par value Series A preferred stock authorized shares, shares issued and outstanding, at June 30, 2026 and December 31, 2025, respectively | ||||||||
| Series B preferred stock authorized shares, and issued and outstanding at June 30, 2026 and December 31, 2025, respectively | ||||||||
| Common stock, authorized shares, $ par value, and shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively | ||||||||
| Treasury stock | ( | ) | ( | ) | ||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
| 3 |
M2i GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Legal and professional | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Gain on extinguishment of debt | ||||||||||||||||
| Gain (loss) on derivative liability | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income (expense) | ( | ) | ( | ) | ||||||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss per share | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average shares outstanding - basic | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
| 4 |
M2i GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
For the Three and Six Months Ended June 30, 2026 and June 30, 2025
(Unaudited)
| Additional | Total | |||||||||||||||||||||||||||||||||||||||
| Preferred Shares | Common Shares | Treasury | Paid in | Accumulated | Stockholders’ | |||||||||||||||||||||||||||||||||||
| Series A Shares | Amount |
Series B Shares |
Amount | Shares | Amount | Stock | Capital | Deficit | Deficit | |||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||
| Shares issued for cash received | - | - | ||||||||||||||||||||||||||||||||||||||
| . | ||||||||||||||||||||||||||||||||||||||||
| Shares issued for services | - | - | ||||||||||||||||||||||||||||||||||||||
| - | ||||||||||||||||||||||||||||||||||||||||
| Amortization of deferred stock based compensation | - | - | - | |||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of convertible note | - | - | ||||||||||||||||||||||||||||||||||||||
| - | ||||||||||||||||||||||||||||||||||||||||
| Shares cancelled | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Shares issued for contingency liability | - | - | ||||||||||||||||||||||||||||||||||||||
| Cash received for shares to be issued | - | - | - | |||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||
| Shares issued for cash received | - | - | ||||||||||||||||||||||||||||||||||||||
| Shares issued for services | - | - | ||||||||||||||||||||||||||||||||||||||
| Shares issued for cash received | - | |||||||||||||||||||||||||||||||||||||||
| Derivative valuation of issued warrants | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Shares issued for conversion of preferred shares | ( |
) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Amortization of deferred stock based compensation | - | - | - | |||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of convertible note | - | - | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||
| Balance At December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||
| Shares issued for cash received | - | - | ||||||||||||||||||||||||||||||||||||||
| Cash received for shares to be issued | - | - | - | |||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||
| Shares issued for cash | - | - | ||||||||||||||||||||||||||||||||||||||
| Shares issued for services | - | - | ||||||||||||||||||||||||||||||||||||||
| Cash received for shares to be issued | - | - | - | |||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
| 5 |
M2i GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Amortization | ||||||||
| Shares issued for services | ||||||||
| Shares to be issued for expenses | ||||||||
| (Gain) on extinguishment of debt | ( | ) | ||||||
| (Gain) loss on derivative liability | ( | ) | ||||||
| Changes in operating assets and liabilities | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Accounts payable and accrued expenses-related party | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Cash received for shares issued | ||||||||
| Cash received for shares to be issued | ||||||||
| Proceeds from promissory loans | ||||||||
| Loan payable - D&O insurance | ||||||||
| Repayment of related party loan | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Net increase (decrease) in cash | $ | ( | ) | $ | ||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental schedule for non-cash financing activities | ||||||||
| Settlement of outstanding payables for Series B preferred shares | $ | |||||||
| Conversion of convertible debt | $ | |||||||
| Settlement of continency for common shares | $ | |||||||
| Series B preferred stock and warrants issued in settlement of shares | $ | |||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
| 6 |
M2i GLOBAL, INC
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — Description of Organization and Business Operations
M2i Global, Inc. (formerly known as “Inky Inc.”) (the “Company”) was incorporated in the State of Nevada on June 12, 2018. On June 7, 2023, the Company 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.”.
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 supplying the U.S. government and U.S. free trade partners with these critical minerals. Komodo
Capital also offers comprehensive advisory services. The Company issued million shares of common stock valued at $
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
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, $ 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.
On June 4, 2026, the Company received a written notice (the “Termination Notice”) from Volato, purporting to terminate that certain Agreement and Plan of Merger Reorganization, dated as of July 28, 2025, by and among the Company. The Termination Notice alleges that termination is effective as of June 4, 2026, and asserts certain purported grounds for termination, pursuant to Section 10.1 of the Merger Agreement. As of the termination date, the Merger Agreement is of no further force or effect such that the respective right and obligations of all parties under the Merger Agreement are terminated. On July 9, 2026 both parties signed a Mutual Termination and Release Agreement.
| 7 |
Note 2 – Going Concern
The
accompanying unaudited consolidated condensed financial statements have been prepared in conformity with generally accepted accounting
principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate continuation of the Company
as a going concern. The Company had no revenues and incurred losses during the six months ended June 30, 2026 and 2025 totaling $
Management
intends to fund ongoing operations through a combination of existing cash balances, future capital raises through debt and equity,
and cash receipts from anticipated revenue. However, the Company had cash of $
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements do not include any adjustments that might arise from this uncertainty.
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 and changes in stockholders’ deficit presented in this Form 10Q are for the three and six months ended June 30, 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 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 regulations 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 Annual Report Form filed with the SEC on Form 10-KT filed with the SEC on April 15, 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 condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, U.S. Minerals and Metals Corp. (“USMM”). All intercompany balances and transactions have been eliminated in consolidation.
| 8 |
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 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.
Under
the fair value hierarchy in ASC Topic 820-10-35, the Company’s derivative liability is measured using Level 3 inputs. The derivative
liability was $
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 $
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.
| 9 |
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 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. The Company will amortize the debt discount over the life of the convertible notes as additional non-cash expense utilizing the effective interest rate.
Warrants
The Company accounts for the warrants issued in connection with the Series B Preferred Stocks in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Based on its evaluation of the terms of the warrants, the Company determined that such instruments qualify for liability classification. Accordingly, the warrants are recorded as derivative liability and are subsequently remeasured at fair value with level 3 unobservable inputs.
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.
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 represents shares of the Company’s common stock that have been issued and subsequently reacquired by the Company. Treasury stock is recorded at cost and presented as a reduction of stockholders’ deficit.
Related Party
The Company records all related party transactions in accordance with ASC 850-10.
Recently Issued Accounting Standards
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes, which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after December 15, 2024. Retrospective application is permitted. The Company is currently evaluating the ASU to determine its impact on the Company’s disclosure.
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.
| 10 |
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
In
June of 2025, a lawsuit was filed in state of 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 agreed to transfer shares of common 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 March 23, 2026 regarding this legal matter.
The shares of common stock were issued during the six months ended June 30, 2026 at a value of $
Note 5 – Accounts Payable and Accrued Expenses
During
the six months ended June 30, 2026, the Company’s accounts payables and accrued expenses increased to $
Note 6 — Related Party Transactions
Under
the terms of a consulting agreement with the Company’s Executive Chairman and CFO, the Company is obligated to compensate him
$
Under
the terms of a consulting agreement with the Company’s President and Chief Executive Officer, the Company is obligated to
compensate him $
Under
the terms of agreements with the Company’s directors, the Company is obligated to compensate each of them $
| 11 |
The
Company reimburses related party business expenses. During the six months ended June 30, 2026, the Company incurred $
As
of June 30, 2026, the Company has an account payable to a vendor, who is a more than
Note 7 — Debt
Convertible Note Payable
On
November 24, 2023, the Company executed a
During
the six months period ending June 30, 2026, the Company accrued $
Promissory Notes
During
the six months ending June 30, 2026, the Company executed six Promissory Notes with separate individuals for a total
of $
During
the six months ended June 30, 2026, the Company accrued $
Note 8 — Derivative Valuation
Convertible Note
In
November 2023, the Company issued a convertible note (see Note 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. As of December 31, 2025, the derivative liability was $
| 12 |
During the six months ended June 30, 2026, the Company had the following activity in the derivative liability account for the convertible debt:
| Derivative liability at December 31, 2025 | $ | |||
| (Gain) loss on change in fair value | ||||
| Derivative liability at June 30, 2026 | $ |
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 six months ended June 30, 2026 is as follows:
| Stock price at valuation date | $ | |||
| Risk free interest rate | % | |||
| Stock volatility factor | % | |||
| Contractual terms (in years) |
Warrants
During
the six months ended June 30, 2026, the Company issued
During the six months ended June 30, 2026, the Company had the following activity in the derivative liability account for the warrants:
| Derivative liability at December 31, 2025 | $ | |||
| (Gain) loss on change in fair value | ||||
| Derivative liability at June 30, 2026 | $ |
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 six months ended June 30, 2026 is as follows:
| Stock price at valuation date | $ | - | ||
| Risk free interest rate | % | |||
| Stock volatility factor | % | |||
| Contractual terms (in years) |
Note 9 — Stockholders’ 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 preferred shares with a $ par value. Of these shares, shares of Series A Preferred Stock
have been issued in prior periods and these shares are
Preferred Stock
Shares Issued for Cash
During
the six months ended June 30, 2026, the Company issued shares of Series B Preferred Stock for cash received in prior periods totaling
$
During
the six months ended June 30, 2026, the Company issued
shares of Series B Preferred Stock for services rendered valued
at $
Common Stock
Shares Issued for Cash
During
the six months ended June 30, 2026, the Company issued shares of common stock for cash received of $
| 13 |
Shares Issued for Services
During
the six months ended June 30, 2026, the Company issued shares of common stock for services rendered valued at $
Convertible Note Payable Conversion
During
the six months ended June 30, 2026, the convertible note holder (see Footnote 7) converted $
Conversion of Preferred Shares
During the six months ended June 30, 2026, the Company issued shares of Common Stock in connection with the conversion of shares of Series B Preferred Stock. As of June 30, 2026, the Common Stock had been issued, while the corresponding cancellation of the Series B Preferred Stock remained pending. Although the administrative process related to the conversion had not been fully completed as of June 30, 2026, the common shares had been issued prior to period end.
Subsequent to June 30, 2026, the shareholder completed the conversion of its entire holding of shares of Series B Preferred Stock into shares of Common Stock. In connection with the completion of the conversion, duplicate shares of common stock were cancelled to reflect the appropriate number of shares issuable upon conversion.
Accordingly, based on the substance of the transaction, the conversion of the shares of Series B Preferred Stock is reflected in the accompanying financial statements as having occurred prior to June 30, 2026.
Commitment/Contingency Shares
During
the six months ended June 30, 2026, the Company issued shares of common stock per the settlement agreement signed in March
2026. (see Footnote 4). The value of these shares is $
Deferred Stock-Based Compensation
During
the year ended November 30, 2024, the Company issued shares of common stock for future services valued at $
Subscription Receivable
As of the six months ended June 30, 2026, the Company had issued shares valued at $ for which funds had not yet been received. This subscription receivable is an offset to Additional Paid in Capital.
Shares Cancelled
During
the six months ended June 30, 2026, the Company cancelled shares
of Reg A shares for a value of $
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.
On July 28, 2026 the Company filed a Certificate of Amendment with the State of Nevada to increase the number of common shares from to .
Subsequent
to the six months ending June 30, 2026, the Company issued shares of common stock on the conversion of shares of preferred
stock valued at $
Subsequent to the six months ending June 30, 2026, the Company cancelled shares of common stock valued at $. (See Note 9)
Subsequent
to the six months ending June 30, 2026, the Company issued
shares of common stock valued at $
Subsequent
to the six months ending June 30, 2026, the Company issued
shares of common stock valued at $
Subsequent
to the six months ending June 30, 2026, the Company issued
shares of common stock valued at $
Subsequent to the six months ending June 30, 2026, the company issued shares of common stock for cash of $
| 14 |
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 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 supplying 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.
| 15 |
On June 4, 2026, the Company received a written notice (the “Termination Notice”) from Volato purporting to terminate the Agreement and Plan of Merger and Reorganization, dated as of July 28, 2025, by and among the Company, Volato and Merger Sub. The Termination Notice alleges that termination is effective as of June 4, 2026, and asserts certain purported grounds for termination, pursuant to Section 10.1 of the Merger Agreement. As of the termination date, the Merger Agreement is of no further force or effect such that the respective rights and obligations of all parties under the Merger Agreement are terminated. On July 9, 2026 both parties signed a Mutual Termination and Release Agreement.
Recently Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes, which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.
In November 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.
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-KT filed with the Securities and Exchange Commission on April 15, 2026.
Liquidity and Capital Resources
At June 30, 2026, the Company had a cash balance of $54,661 compared to a cash balance of $515,438 at December 31, 2025. The Company incurred negative cash flow from operations of $1,650,150 for the period ended June 30, 2026, as compared to negative cash flow from operations of $1,522,627 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. Cash flows from financing activities during the period ended June 30, 2026, totalled $1,189,373, as compared to cash flows from financing activities in the comparable prior year period of $1,727,124. The decrease in cash provided by financing activities is the result of n decrease in cash received for common shares to be issued. 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 to fund future operations.
The Company’s cash on hand at June 30, 2026 is not sufficient to fund its operations for the next twelve months. As discussed in Note 2 to the condensed consolidated financial statements, these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company will require additional debt or equity financing to continue operations, and there can be no assurance that such financing will be available on acceptable terms, or at all. Any equity financing the Company obtains is expected to be substantially dilutive to existing stockholders.
Results of Operations
Comparison of the Three and Six Months Ended June 30, 2026 and June 30, 2025
For the comparable three and six months ended June 30, 2026 and June 30, 2025, the Company’s revenues totalled $0. The Company remains pre-revenue and has not entered into any agreement that is expected to generate revenue in the near term. The Company does not expect to generate meaningful revenue until it implements its new business model, and there can be no assurance as to when, or whether, it will be able to do so.
| 16 |
For the three months ended June 30, 2026, our operating expenses increased to $1,670,119 compared to $1,367,496 for the comparable period in 2025. The increase of $302,623 was due to an increase in professional fees and general and administrative expenses. For the six months ended June 30, 2026, our operating expenses increased to $3,682,850 compared to $2,417,257 for the comparable period in 2025. The increase of $1,265,593 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.
Not required for smaller reporting companies.
Item 4. Controls and Procedures.
The Company is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that 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. Disclosure controls and procedures include, without limitation, controls and procedures 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, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An assessment was conducted with the participation of our principal executive and principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026, the end of the period covered by this report. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of June 30, 2026 to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
Management’s conclusion was based on the material weaknesses in internal control over financial reporting described in Item 9A of the Company’s Annual Report on Form 10-KT filed with the Securities and Exchange Commission on April 15, 2026, which had not been remediated as of June 30, 2026.
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 June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 17 |
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
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-form 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 during the six months ended June 30, 2026 at a value of $312,500. At the end of June 30, 2026, there is no further obligation.
Item 1A. Risk Factors.
Not required for smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the six months ended June 30, 2026, we received proceeds of $256,267 for the issuance of 40,053,167 shares of common stock. The shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. Each purchaser represented to the Company that it is an “accredited investor” for purposes of Rule 501 of Regulation D.
Also during the six months ended June 30, 2026, the Company issued the following securities without registration under the Securities Act: 550 shares of Series B Preferred Stock for cash received in prior periods totaling $4,137,500; 39 shares of Series B Preferred Stock for services valued at $388,358; 10 shares of Series B Preferred Stock in satisfaction of accrued consultant fees of $100,000 and debt forgiveness of $230,000; 24,942,445 shares of common stock upon conversion of 42 shares of Series B Preferred Stock; 28,411,342 shares of common stock for services valued at $322,972; 2,161,732 shares of common stock upon conversion of $25,000 of principal and $5,984 of accrued interest under the 2023 Note; and 12,500,000 shares of common stock issued pursuant to the settlement agreement described in Item 1 above. Each of these issuances was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder.
Item 3. Defaults upon Senior Securities.
None.
| 18 |
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During
the six months ended June 30, 2026, no director or officer of the Company
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.
| 19 |
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 August 26, 2026 | /s/ Alberto Rosende | |
Alberto Rosende Chief Executive Officer | ||
| (Principal Executive Officer) | ||
M2i Global, Inc. (Registrant) | ||
| Dated August 26, 2026 | /s/ Doug Cole | |
Doug Cole Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
| 20 |