10-Q - MTWO - Equibles

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

Forthe quarterly period ended ### May 31, 2024

☐	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<br> or other jurisdiction	(I.R.S.<br> Employer
of<br> incorporation or organization)	Identification<br> No.)
885 Tahoe Blvd.
---	---
Incline Village, NV	89451
(Address<br> of Principal Executive Offices)	(Zip<br> 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<br> accelerated Filer	☐	Smaller<br> reporting company	☒
Accelerated<br> Filer	☐	Emerging<br> growth company	☒
Non-accelerated<br> Filer	☒

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

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

APPLICABLE

ONLY TO CORPORATE ISSUERS:

Indicate

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

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

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

M2i

GLOBAL, INC.

Index

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

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PART

1 — FINANCIAL INFORMATION

ITEM

FINANCIAL STATEMENTS

M2i

GLOBAL, INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS

(Unaudited)

			November 30, 2023
			audited
Assets
Current assets
Cash	72,508		$	48,197
Prepaids and other current assets	55,362			-
Total current assets	127,870			48,197
TOTAL ASSETS	127,870		$	48,197
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities
Accounts payable and accrued expenses	1,535,592		$	237,143
Convertible note, net of discount	260,000			250,000
Note Payable	36,609		$	-
Related party loan	641,500			600,000
Total current liabilities	2,473,701			1,087,143
Total Liabilities	2,473,701			1,087,143
Stockholders’ equity (deficit)
Preferred stock, authorized 100,000 shares, .001 par value, 100,000 and 0 shares<br> issued and outstanding, respectively	100			100
Common stock, authorized 1,000,000,000 shares, .001 par value, 502,233,691 and 514,333,691<br> shares issued and outstanding at May 31, 2024 ended November 30, 2023, respectively	502,234			514,334
Treasury stock	(435,000	)		(435,000	)
Additional paid in capital	1,774,446			995,541
Accumulated earnings (deficit)	(4,187,611	)		(2,113,921	)
Total stockholders’ (deficit) equity	(2,345,831	)		(1,038,946	)
Total liabilities and stockholders’ equity	127,870		$	48,197

All values are in US Dollars.

The

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

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M2i

GLOBAL, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	May 31, 2024			May 31, 2023			May 31, 2024			May 31, 2023
	Three Months Ended						Six Months Ended
	May 31, 2024			May 31, 2023			May 31, 2024			May 31, 2023
				.						.
Revenue	$	-		$	-		$	-		$	3,400
Operating expenses
General and administrative		495,929			444,188			609,404			475,579
Legal and professional		852,883			-			1,414,593			-
Impairment of assets		-			94,952			-			94,952
Total operating expenses		1,348,812			539,140			2,023,997			570,531
Loss from operations		(1,348,812	)		(539,140	)		(2,023,997	)		(567,131	)
Other expense
Interest expense		25,778			-			49,693			-
Total other expense		25,778			-			49,693			-
Net Loss	$	(1,374,590	)	$	(539,140	)	$	(2,073,690	)	$	(567,131	)
Loss per share	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.01	)
Weighted average shares outstanding - basic		524,220,648			89,805,629			519,030,959			48,909,890

The

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

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M2i

GLOBAL, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For

the Three and Six Months Ended May 31, 2024 and May 31, 2023

(Unaudited)

	Shares		Amount		Shares			Amount			Stock			Capital			Deficit			(Deficit)
														Additional						Total Stockholders’
	Preferred Shares				Common Shares						Treasury			Paid in			Accumulated			Equity
	Shares		Amount		Shares			Amount			Stock			Capital			Deficit			(Deficit)
Balance at November 30, 2023		100,000	$	100		514,333,691		$	514,334		$	(435,000	)	$	995,541		$	(2,113,921	)	$	(1,038,946	)
Shares purchased from shareholder		-		-		(50,000,000	)		(50,000	)		-			45,000			-			(5,000	)
Cash received for shares to be issued		-		-		-			-			-			551,450			-			551,450
Net loss		-		-		-			-			-			-			(699,100	)		(699,100	)
Balance at February 29, 2024		100,000	$	100		464,333,691		$	464,334		$	(435,000	)	$	1,591,991		$	(2,813,021	)	$	(1,191,596	)
Shares issued for cash		-		-		37,900,000			37,900			-			133,585			-			171,485
Shares to be purchased from shareholders		-		-		-			-			-			(1,150	)		-			(1,150	)
Cash received for shares to be issued		-		-		-			-			-			50,020			-			50,020
Net loss		-		-		-			-			-			-			(1,374,590	)		(1,374,590	)
Balance at May 31, 2024		100,000	$	100		502,233,691		$	502,234		$	(435,000	)	$	1,774,446		$	(4,187,611	)	$	(2,345,831	)
Balance at November 30, 2022		-	$	-		7,105,357		$	7,105		$	-		$	120,255		$	(123,759	)	$	3,601
Net loss		-		-		-			-			-			-			(27,991	)		(27,991	)
Balance at February 28, 2023		-	$	-		7,105,357		$	7,105		$	-		$	120,255		$	(151,750	)	$	(24,390	)
Balance		-	$	-		7,105,357		$	7,105		$	-		$	120,255		$	(151,750	)	$	(24,390	)
Shares issued for cash		100,000		100		507,228,334			507,229			-			470,499			-			977,828
Purchase of treasury shares		-		-		-			-			(435,000	)		-			-			(435,000	)
Contribution from settlement of related party liabilities		-		-		-			-			-			146,593			-			146,593
Net loss		-		-		-			-			-			-			(539,140	)		(539,140	)
Balance at May 31, 2023		100,000	$	100		514,333,691		$	514,334		$	(435,000	)	$	737,347		$	(690,890	)	$	125,891
Balance		100,000	$	100		514,333,691		$	514,334		$	(435,000	)	$	737,347		$	(690,890	)	$	125,891

The

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

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M2i

GLOBAL, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	May 31, 2024			May 31, 2023
	Six Months Ended
	May 31, 2024			May 31, 2023
Cash flows from operating activities
Net loss	$	(2,073,690	)	$	(567,131	)
Adjustments to reconcile net loss to net cash used in <br> operating activities:
Amortization of note discount		10,000			-
Amortization		-			20,503
Impairment of assets		-			95,066
Changes in operating assets and liabilities
Prepaid expenses and other current assets		(18,753	)		13,767
Accounts payable and accrued expenses		1,298,449			186,578
Accrued payroll - related party		-			16,500
Net cash used in operating activities		(783,994	)		(234,717	)
Cash flows from financing activities
Cash received for shares issued		722,935			977,828
Cash received for shares to be issued		50,020			-
Treasury repurchase		-			(435,000	)
Payment for cancelled shares		(6,150	)		-
Proceeds from related party loan		127,500			-
Payments on related party loan		(86,000	)		-
Net cash provided by financing activities		808,305			542,828
Net increase (decrease) in cash	$	24,312		$	308,111
Cash, beginning of period		48,197			114
Cash, end of period	$	72,508		$	308,225
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	17,352		$	-
Supplemental schedule for non-cash investing and financing activities
Contribution from settlement of related party liabilities	$	-		$	146,593
Original issue discount on convertible note	$	20,000		$	-

The

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

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M2i

GLOBAL, INC

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note1 — Description of Organization and Business Operations

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

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

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

Note2 – Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company had limited revenues and incurred losses during the six months ended May 31, 2024 and year ended November 30, 2023. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

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

Note3 — Summary of Significant Accounting Policies

Basisof Presentation

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

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Principlesof 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.

SegmentReporting

The Company operates as a single segment.

Useof 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.

Cashand Cash Equivalents

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

The

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

ImpairmentAssessment

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.

IncomeTaxes

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.

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DebtIssuance Costs

The Company accounts for debt issuance costs in accordance with ASU 2015-03. This guidance requires direct and incremental costs associated with the issuance of debt instruments such as legal fees, printing costs and underwriters’ fees, among others, paid to parties other than creditors, are reported and presented as a reduction of debt on the consolidated balance sheets.

Debt issuance costs and premiums or discounts are amortized over the term of the respective financing arrangement using the effective interest method. Amortization of these amounts is included as a component of interest expense net, in the consolidated statements of operations.

ConvertibleDebt

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.

Basicand Diluted Loss Per Share

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

The Company had no additional dilutive securities outstanding at May 31, 2024 or May 31, 2023.

TreasuryStock Policy

Treasury stock transactions shall be deemed to be those transactions carried out by the Company which involve shares of the Company that grant the right to acquire shares of the Company.

RelatedParty

The Company records all related party transactions in accordance with ASC 850-10.

RecentlyIssued Accounting Standards

During the six months ended May 31, 2024, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial statements.

RevenueRecognition

Previously, the Company recognized revenues from a subscription-based service that provided users with access to AI generated tattoo ideas. The subscriptions raged from 14 to 30 days and revenue was recognized under a software as a service (SaaS) model. Revenues were recognized over the subscription period with cash received but not earned recorded as deferred revenue.

As stated in Note 1, the Company has shifted its focus and is currently pre-revenue. The Company will recognize revenues in accordance with ASC 606.

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Note4 — Commitments and Contingencies

From time to time, the Company may be involved in litigation in the ordinary course of business. The Company is not currently involved in any litigation that the Company believes could have a material adverse effect on its financial condition or results of operations.

Note5 — Equity Transactions

During

the six months ended May 31, 2024, the Company repurchased 50,000,000 shares of common stock owned by a shareholder for $5,000. These shares are being held in Treasury until cancelled.

During

the six months ended May 31, 2024, the Company issued 37,900,000 shares of common stock for cash received of $722,935.

During

the six months ended May 31, 2024, the Company received $50,020 cash for the issuance of 700,000 shares of common stock. These shares have not been issued.

During

the six months ended May 31, 2024, the Company terminated two consultants which resulted in the need to cancel 11,500,000

shares pursuant to each of their consulting agreements.

These shares have not yet been cancelled. When the shares are cancelled, the Company will pay the former consultants $1,150 .

Note6 — Related Party Transactions

During

the six months ended May 31, 2024, the Company’s Executive Chairman loaned the Company $127,500. The Company repaid $86,000 during the same time period. This loan is recorded as a related party loan on the balance sheet. At the periods ending May 31, 2024 and November 30 2023, the balance due to the Executive Chairman was $641,500 and $600,000, respectively. This loan has a 7% interest rate. During the six months ended May 31, 2024, the Company recorded $11,128 interest expense. During the six months ended May 31, 2024, the Company paid $17,352 in interest to the Executive Chairman. At May 31, 2024, accrued interest payable due related to the loans from the Executive Chairman totaled $11,128.

Note7 – Note Payable

During

the six months ended May 31, 2024, the Company entered into a financing agreement for payment of D&O insurance. The total note was $104,160 for 10 months. During the six months ended May 31, 2024, the Company paid the downpayment of $26,227 and six monthly payments of $8,265 each. The note has an interest rate of 12.99%.

At May 31, 2024, the remaining balance on the loan

is $36,609.

Note8 — Convertible Notes Payable

In

November 2023, the Company executed a series of 10% Convertible Notes payable to an institutional investor in the aggregate principal amount of $1,080,000. The maturity date is November 30, 2024. Each of the four notes being in the amount of $270,000 and containing an original issue discount of $20,000 and legal fees of $10,000. On November 28, 2023, the Company received the first tranche amounting to $270,000 less $20,000 OID and $10,000 legal fees with a net receipt of $240,000. At the periods ended May 31, 2024 and November 30, 2023, the net balance of the Convertible Note payable was $260,000 and $250,000, respectively. During the six months ended May 31, 2024, the Company recorded $13,500 interest expense and $10,000 OID amortization which was recorded as interest expense.

Note9 — Subsequent Events

Subsequent

to May 31, 2024, the Company has received $681,780 for the purchase of 12,112,500 shares of common stock.

Subsequent to May 31, 2024, the Company, on June 26, 2024, appointed Mr. Douglas MacLellan, a seasoned international business executive, to the Board of Directors. He will be an independent director and will chair the Audit and Compensation Committees.

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Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

Overview

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

RecentlyIssued Accounting Pronouncements

During the period ended May 31, 2024, and through the filing of this report, there were several new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”). Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements.

All other new accounting pronouncements issued but not yet effective or adopted have been deemed not to be relevant to us, hence are not expected to have any impact once adopted.

Summaryof Significant Accounting Policies

There have been no changes to the Summary of Significant Accounting Policies described in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2024.

Liquidityand Capital Resources

At May 31, 2024, the Company had a cash balance of $72,508, as compared to a cash balance of $48,197 at November 30, 2023. The Company incurred negative cash flow from operations of $783,994 for the period ended May 31, 2024, as compared to negative cash flow from operations of $234,717 in the comparable prior year period. The increase in negative cash flows from operations was primarily from an increase in net loss and increase in accounts payable and accrued expenses. Cash flows from financing activities during the period ended May 31, 2024, totaled $808,305, as compared to cash flows from financing activities in the comparable prior year period. The increase in cash provided by financing activities is primarily the result of $772,935 in proceeds from the sale of shares of common stock. Going forward, the Company expects capital expenditures to increase significantly as operations are expanded pursuant to its current growth plans. The Company anticipates the requirement to raise significant debt or equity capital in order to fund future operations.

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Resultsof Operations

Comparisonof the Three and Six Months Ended May 31, 2024 and May 31, 2023

For the comparable three months ended May 31, 2024 and May 31, 2023, the Company’s revenues totaled $0. For the six months ended May 31, 2024 and May 31, 2023, the Company’s revenues totaled $0 and $3,400, respectively. We anticipate the Company’s revenues in upcoming quarters may increase significantly as management attempts to implement the Company’s new business model.

For the three months ended May 31, 2024, our operating expenses increased to $1,348,812 compared to $539,140 for the comparable period in 2023. The increase of $809,672 was primarily driven by travel and professional fees for consultants to implement the shift in strategic focus and preparations for increased operations. For the six months ended May 31, 2024, our operating expenses increased to $2,023,997 compared to $570,531 for the comparable period in 2023. The increase of $1,453,466 was primarily driven by travel and professional fees for consultants to implement the shift in strategic focus and preparations for increased operations. We anticipate future operating expenses to increase with the expansion of operations, resulting in increased expenses related to compensation and professional fees.

OffBalance 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.

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Item3. Qualitative and Quantitative Disclosures about Market Risk.

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

Item4. Controls and Procedures.

Evaluationof Disclosure Controls and Procedures: Our management carried out an evaluation of the effectiveness and design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the Exchange Act). Based on that evaluation, our Chief Executive Officer has concluded that, at May 31, 2024, such disclosure controls and procedures were not effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management including our Chief Executive Officer and Interim Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Limitationson 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.

Changesin Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the period ended May 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In our annual report for the year ended November 30, 2023, we identified the following material weaknesses which are still applicable:

●	We<br> do not have an audit committee
●	We<br> did not implement appropriate information technology controls

Management plans to address these material weaknesses in the coming quarters.

In our annual report for the year ended November 30, 2023, we identified the following material weaknesses which are no longer applicable:

●	We<br> did not maintain appropriate cash controls – the handling of cash and accounting functions have been segregated and bills require<br> management approval prior to payment.
●	The<br> Company lacks segregation of duties – beginning in May 2023, the Company began to improve internal controls by hiring additional<br> resources to ensure appropriate review and oversight.

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PART

II – OTHER INFORMATION

Item1. Legal Proceedings.

None.

Item1A. Risk Factors.

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

Item2. Unregistered Sales of Equity Securities and Use of Proceeds.

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

Item3. Defaults upon Senior Securities.

None.

Item4. Mine Safety Disclosures.

Not applicable.

Item5. Other Information.

None.

Item6. Exhibits.

Exhibit<br><br> <br>No.	Description of Document
31.1<br> *	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<br> *	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<br> *	Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).
32.2<br> *	Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).
101.INS	Inline<br> XBRL Instance Document
101.SCH	Inline<br> XBRL Taxonomy Extension Schema Document
101.CAL	Inline<br> XBRL Taxonomy Calculation Linkbase Document
101.DEF	Inline<br> XBRL Taxonomy Definition Linkbase Document
101.LAB	Inline<br> XBRL Taxonomy Label Linkbase Document
101.PRE	Inline<br> XBRL Taxonomy Presentation Linkbase Document
104	Cover<br> 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.<br><br> <br>(Registrant)
Dated:<br> July 11, 2024	/s/ Jeffrey W. Talley
	Jeffrey W. Talley<br><br> <br>Chief Executive Officer<br><br> <br>(Principal<br> Executive Officer)
	M2i Global, Inc.<br><br> <br>(Registrant)
Dated<br> July 11, 2024	/s/ Doug Cole
	Doug Cole<br><br> <br>Chief Financial Officer<br><br> <br>(Principal<br> Financial Officer)

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EXHIBIT31.1

CERTIFICATION

Pursuantto 18 U.S.C. Section 1350,

Asadopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jeffrey W. Talley, certify that:

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

Date: July 11, 2024

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

EXHIBIT31.2

CERTIFICATION

Pursuantto 18 U.S.C. Section 1350,

Asadopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Doug Cole, certify that:

1.	I<br> have reviewed this Quarterly Report on Form 10-Q of M2i Global, Inc. (the “registrant”);
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements and other financial information included in this report fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
	(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
5.	The<br> registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over<br> financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or<br> persons performing the equivalent functions):
	(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
	(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> July 11, 2024
---	---
	/s/ Doug Cole
Name:	Doug<br> Cole
Title:	Chief Financial Officer<br><br> <br>(Principal<br> Financial and Accounting Officer)

EXHIBIT32.1

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

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

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

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

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

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

EXHIBIT32.2

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

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

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

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

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