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, 2025

☐	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 15, 2025 was 678,914,029.

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, 2025 (Unaudited) and November 30, 2024	3
Condensed Consolidated Statements of Operations for the Six and Three Months Ended May 31, 2025 and 2024 (Unaudited)	4
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Six and Three Months Ended May 31, 2025 and 2024 (Unaudited)	5
Condensed Consolidated Statements of Cash Flows for the Six Months Ended May 31, 2025 and 2024 (Unaudited)	6
Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3. Quantitative and Qualitative Disclosures about Market Risk	14
Item 4. Controls and Procedures	14
PART II — Other Information	15
Item 1. Legal Proceedings	15
Item 1A. Risk Factors	15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3. Defaults Upon Senior Securities	15
Item 4. Mine Safety Disclosures	15
Item 5. Other Information	15
Item 6. Exhibits	15
SIGNATURES	16

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PART

1 — FINANCIAL INFORMATION

ITEM

FINANCIAL STATEMENTS

M2i

GLOBAL, INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS

			November 30,
			2024
Assets
Current<br> assets
Cash	12,484		$	80,281
Prepaids<br> and other current assets	67,775			5,139
Total<br> current assets	80,259			85,420
TOTAL<br> ASSETS	80,259		$	85,420
Liabilities<br> and Stockholders’ Equity (Deficit)
Current<br> liabilities
Accounts<br> payable and accrued expenses	1,890,094		$	1,058,726
Accounts<br> payable and accrued expenses - related party	1,332,135			950,156
Accounts<br> payable and accrued expenses	1,332,135			950,156
Loan<br> payable - D&O insurance	43,948			-
Convertible<br> note, net of discount	270,000			270,000
Promissory<br> note	302,960			302,960
Related<br> party loan	-			36,050
Total<br> current liabilities	3,839,137			2,617,892
Total<br> Liabilities	3,839,137			2,617,892
Stockholders’<br> (deficit)
Preferred<br> stock, authorized 100,000 shares, .001 par value, 100,000<br> and 100,000 shares issued and outstanding, respectively	100			100
Common<br> stock, authorized 1,000,000,000 shares, .001 par value, 661,585,702 and 581,704,525 shares issued and outstanding at May 31, 2025<br> ended November 30, 2024, respectively	661,586			581,705
Treasury<br> stock	(435,000	)		(435,000	)
Additional<br> paid in capital	4,486,385			3,321,905
Accumulated<br> earnings (deficit)	(8,471,949	)		(6,001,182	)
Total<br> stockholders’ (deficit)	(3,758,878	)		(2,532,472	)
Total<br> liabilities and stockholders’ (deficit)	80,259		$	85,420

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<br> 31, 2025			May<br> 31, 2024			May<br> 31, 2025			May<br> 31, 2024
	Three<br> Months Ended						Six<br> Months Ended
	May<br> 31, 2025			May<br> 31, 2024			May<br> 31, 2025			May<br> 31, 2024
					.						.
Revenue	$	-		$	-		$	-		$	-
Operating<br> expenses
General<br> and administrative		312,070			495,929			621,270			609,404
Legal<br> and professional		792,405			852,883			1,821,040			1,414,593
Total<br> operating expenses		1,104,475			1,348,812			2,442,310			2,023,997
Loss<br> from operations		(1,104,475	)		(1,348,812	)		(2,442,310	)		(2,023,997	)
Other<br> expense
Interest<br> expense		14,667			25,778			28,457			49,693
Total<br> other expense		14,667			25,778			28,457			49,693
Net<br> Loss	$	(1,119,142	)	$	(1,374,590	)	$	(2,470,767	)	$	(2,073,690	)
Loss<br> per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted<br> average shares outstanding - basic		619,862,601			524,220,648			604,864,651			519,030,959

The

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

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M2i

GLOBAL, INC.

CONDENSED

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ (DEFICIT)

For

the Three and Six Months Ended May 31, 2025 and May 31, 2024

(Unaudited)

	Shares		Amount		Shares			Amount			Stock			Capital			Deficit			(Deficit)
	Preferred Shares				Common Shares						Treasury			Additional<br><br> <br>Paid in			Accumulated			Total<br><br> <br>Stockholders<br><br> <br>Equity
	Shares		Amount		Shares			Amount			Stock			Capital			Deficit			(Deficit)
Balance at November 30, 2024		100,000	$	100		581,704,525		$	581,705		$	(435,000	)	$	3,321,905		$	(6,001,182	)	$	(2,532,472	)
Shares issued for cash received		-		-		28,700,000			28,700			-			173,300			-			202,000
Shares issued for services		-		-		2,250,000			2,250						335,250						337,500
Cash received for shares to be issued		-		-		-			-			-			27,605			-			27,605
Net loss		-		-		-			-			-			-			(1,351,625	)		(1,351,625	)
Balance at February 28, 2025		100,000	$	100		612,654,525		$	612,655		$	(435,000	)	$	3,858,060		$	(7,352,807	)	$	(3,316,992	)
Shares issued for cash		-		-		11,531,177			11,531			-			113,725			-			125,256
Shares issued for services		-		-		37,400,000			37,400			-			164,600			-			202,000
Cash received for shares to be issued		-		-		-			-			-			350,000			-			350,000
Net loss		-		-		-			-			-			-			(1,119,142	)		(1,119,142	)
Balance at May 31, 2025		100,000	$	100		661,585,702		$	661,586		$	(435,000	)	$	4,486,385		$	(8,471,949	)	$	(3,758,878	)
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 28, 2024		100,000	$	100		464,333,691		$	464,334		$	(435,000	)	$	1,591,991		$	(2,813,021	)	$	(1,191,596	)
Balance		100,000	$	100		464,333,691		$	464,334		$	(435,000	)	$	1,591,991		$	(2,813,021	)	$	(1,191,596	)
Shares issued for cash		-		-		37,900,000			37,900			-			133,585			-			171,485
Shares to be purchased from shareholders		-		-		-			-			-			(1,150	)		-			(1,150	)
Cash received for shares to be issued		-		-		-			-			-			50,020			-			50,020
Net loss		-		-		-			-			-			-			(1,374,590	)		(1,374,590	)
Balance at May 31, 2024		100,000	$	100		502,233,691		$	502,234		$	(435,000	)	$	1,774,446		$	(4,187,611	)	$	(2,345,831	)
Balance		100,000	$	100		502,233,691		$	502,234		$	(435,000	)	$	1,774,446		$	(4,187,611	)	$	(2,345,831	)

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, 2025			May 31, 2024
	Six Months Ended
	May 31, 2025			May 31, 2024
Cash flows from operating activities
Net loss	$	(2,470,767	)	$	(2,073,690	)
Adjustments to reconcile net loss to net cash used in <br> operating activities:
Amortization of note discount		-			10,000
Shares issued for services		539,500			-
Changes in operating assets and liabilities
Prepaid expenses and other current assets		(62,636	)		(18,753	)
Accounts payable and accrued expenses		831,368			1,298,449
Accounts payable and accrued expenses-related party		381,978			-
Net cash used in operating activities		(780,557	)		(783,994	)
Cash flows from financing activities
Cash received for shares issued		354,862			722,935
Cash received for shares to be issued		350,000			50,020
Payment for cancelled shares		-			(6,150	)
Loan payable - D&O insurance		43,948			127,500
Repayment of related party loan		(36,050	)		(86,000	)
Net cash provided by financing activities		712,760			808,305
Net increase (decrease) in cash	$	(67,797	)	$	24,312
Cash, beginning of period		80,281			48,197
Cash, end of period	$	12,484		$	72,509
Cash paid for interest	$	-		$	17,532
Supplemental<br> Disclosure of Non-Cash Financing Activities
Shares<br> issued for services	$	990,000		$	-

The

accompanying notes are an integral part of these unaudited condensed consolidated 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 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<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.

On

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

On

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

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, 2025 and year ended November 30, 2024 totaling $2,470,767 and $3,887,261, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

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

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.

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 a maturity of three months or less, when purchased, to be cash equivalents.

The

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

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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.

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 dilutive securities outstanding at May 31, 2025.

DeferredStock-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.

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TreasuryStock

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, 2025, 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

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

SubsequentEvents

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

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, 2025, the Company received $350,000 cash for the issuance of shares of preferred stock. The terms of the issuance have not yet been determined.

During

the six months ended May 31, 2025, the Company issued 40,231,177 shares of common stock for cash received of $354,861.

During

the six months ended May 31, 2025, the Company issued 29,650,000 shares of common stock for services rendered valued at $539,500.

During

the six months ended May 31, 2025, the Company issued 10,000,000 shares of common stock for future services valued at $1,000,000. These shares were recorded as Deferred Stock-based compensation.

Note6 – Accounts Payable and Accrued Expenses

During

the six months ended May 31, 2025, the Company’s accounts payables and accrued expenses increased to $1,890,094 from $1,058,726 at the year ended November 30, 2024 for an increase of $831,368. The increase was due to the accrual of professional fees, accrued directors fees, and accounts payables as the Company continues to shift its operations a noted in Note 1 above.

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Note7 — Related Party Transactions

During

the six months ended May 31, 2025, the Company repaid $36,050 of the loan from the Company’s Executive Chairman. This loan is recorded as a related party loan on the balance sheet. At the periods ending May 31, 2025 and November 30, 2024, the balance due to the Executive Chairman was $0 and $36,050, respectively. This loan has a 7% interest rate. During the six months ended May 31, 2025, the Company recorded $88 interest expense. At May 31, 2025, accrued interest payable due to the loan from the Executive Chairman totaled $21,278.

Under

the terms of a consulting agreement with the Company’s Executive Chairman and CFO, the Company is obligated to compensate him $43,667 per month, consisting of $41,667 in consulting fees and a $2,000 monthly allowance. During the six months ended May 31, 2025, the Company incurred $262,000 in expenses related to the consulting agreement. During the six months ended May 31, 2025, the Company did not pay any consultant fees to the Executive Chairman and CFO. At the six months ended May 31, 2025, $655,000 remained unpaid under the agreement.

Under

the terms of a consulting agreement with the Company’s President and Chief Executive Officer, the Company is obligated to compensate him $43,667 per month, consisting of $41,667 in consulting fees and a $2,000 monthly allowance. During the six months ended May 31, 2025, the Company incurred $262,000 in expenses related to the consulting agreement. During the six months ended May 31, 2025, the Company paid $46,000 consulting expense to the President and Chief Executive Officer. At the six months ended May 31, 2025, $301,834 remained unpaid under the agreement.

The

Company reimburses related party business expenses. During the six months ended May 31, 2025, the Company incurred $5,830 related party business expenses and paid $106,194 which included all expenses owed to the Executive Chairman. At the six months ended May 31, 2025, the balance due to the Executive Chairman and CFO is $0.

During

the six months ended May 31, 2025, the Company incurred $4,342 related party business expenses for the President and Chief Executive Officer. At the six months ended May 31, 2025, the balance due to the President and Chief Executive Officer is $4,342.

Note8 – Note Payable

During

the six months ended May 31, 2025, the Company entered into a financing agreement for payment of D&O insurance. The total note is $102,953 for 10 months. During the six months ended May 31, 2025, the Company paid the downpayment of $15,058 and five monthly payments of $8,790 each. The note has an interest rate of 10.24%. At May 31, 2025, the remaining balance on the loan is $43,948.

During the fiscal year ended November 30, 2024, the Company entered into a Promissory Note with the former President and CEO who resigned on August 23, 2024 in the amount of $302,960 for payment of accumulated unpaid consultant fees. The note, which bears interest at 8%, is due and payable by October 30, 2025. During the six months ended May 31, 2025, the Company recorded $14,273 interest expense.

Note9 — 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, 2025 and November 30, 2024, the net balance of the Convertible Note payable was $270,000 and $270,000, respectively. During the six months ended May 31, 2025, the Company recorded $13,500 interest expense and $0 OID amortization.

Note10 – Subsequent Events

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

Subsequent

to the end of the fiscal six months ended May 31, 2025, the Company issued 17,300,000 shares of common stock for the value of $17,300 for advisory services.

Subsequent

to the end of the fiscal six months ended May 31, 2025, the Company received cash of $1,225,000 for the issuance of shares of preferred stock. The details of the issuance of these shares have not yet been determined and the shares have not yet been issued.

Subsequent

to the end of the fiscal six months ended May 31, 2025, the Company issued 28,327 shares of common stock for the value of $5,099 as part of the Reg A offering.

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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

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.

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

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

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RecentlyIssued Accounting Pronouncements

Any new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) issued during the six months ended May 31, 2025 and through the filing of this report have 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, 2025, the Company had a cash balance of $12,484 compared to a cash balance of $80,281 at November 30, 2024. The Company incurred negative cash flow from operations of $780,557 for the period ended May 31, 2025, as compared to negative cash flow from operations of $783,994 in the comparable prior year period. The decrease in negative cash flows from operations was primarily from an increase in accounts payable and accrued expenses – related parties offset by a decrease in accounts payable and accrued expenses. Cash flows from financing activities during the period ended May 31, 2025, totaled $712,760, as compared to cash flows from financing activities in the comparable prior year period of $803,305. The decrease in cash provided by financing activities is primarily the result of a decrease of $68,093 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.

Resultsof Operations

Comparisonof the Three and Six Months Ended May 31, 2025 and May 31, 2024

For the comparable three months ended May 31, 2025 and May 31, 2024, the Company’s revenues totaled $0. For the six months ended May 31, 2025 and May 31, 2024, 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, 2025, our operating expenses decreased to $1,104,475 compared to $1,348,812 for the comparable period in 2024. The decrease of $244,337 was due to a decrease in professional fees and general and administrative expenses. For the six months ended May 31, 2025, our operating expenses increased to $2,442,310 compared to $2,023,997 for the comparable period in 2024. The increase of $418,313 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.

OffBalance Sheet Arrangements

We do not have any off-balance sheet arrangements.

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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.

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, 2025, 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, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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In our annual report for the year ended November 30, 2024, 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.

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, 2025, we received proceeds of $872,256 for the issuance of 95,634,573 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 15, 2025	/s/ Alberto Rosende
	Alberto Rosende<br><br> <br>Chief Executive Officer<br><br> <br>(Principal<br> Executive Officer)
	M2i Global, Inc.<br><br> <br>(Registrant)
Dated<br> July 15, 2025	/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, Alberto Rosende, 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 15, 2025

	/s/ Alberto Rosende
Name:	Alberto Rosende
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 financial<br> reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing<br> 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 15, 2025
---	---
	/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, 2025 (the “Report”), Alberto Rosende, 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 15, 2025		/s/ Alberto Rosende
	Name:	Alberto<br> Rosende
	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, 2025 (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 15, 2025		/s/ Doug Cole
	Name:	Doug<br> Cole
	Title:	Chief Financial Officer
		(Principal<br> Financial and Accounting Officer)