UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K


[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended November 30 2020, 2023


or

or


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

For the transition period from __________ to __________


Commission file number 333-229748



INKYM2I GLOBAL, INC.

(Exact name of registrant as specified in its charter)


Nevada37-1904036

Nevada

State or other jurisdiction of
incorporation or organization


37-1904036(I.R.S. Employer
Identification No.)

885 Tahoe Blvd., Incline Village, NV


7371

89451

(State or Other JurisdictionAddress of Incorporation or Organization)

principal executive offices)


(I.R.S. Employer

Identification Number)


(Primary Standard Industrial Classification Code Number)

Zip Code)



Ioanna Kallidou,

President and Chief Executive Officer

36 Aigyptou Avenue, Larnaca, 6030, Cyprus

Phone: + 35725057246



(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Office)

Registrant’s Telephone number, including area code: (775)909-6000

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

 


Securities registered under Section 12(b) of the Exchange Act:


Title of each class


Trading Symbol


Name of each exchange on which registered

N/a

None


N/a

None


N/a






Securities registered under Section 12(g) of the Exchange Act:

None




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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [   ]       No [X]


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes [   ]       No [X]


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d)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 [X] 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 [X] 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“large accelerated filer,accelerated“accelerated filer,smaller“smaller reporting company, and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer

[   ]

Accelerated filer

[   ]

Non-accelerated filer

[X]

Smaller reporting company

[X]


Emerging growth company

[   ]


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)13(a) of the SecuritiesExchange Act. [   ]


Indicate by check mark whether the registrant has filed a report on and attestation to its managementsmanagement’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [   ]


If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [X] No [   ]


State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal year: $380,333,691.

State the number of shares outstanding of each of the issuer'sissuer’s classes of common equity, as of the latest practicable date:   4,958,023   464,333,691common shares issued and outstanding as of February 1, 2021.April 15, 2024.




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TABLE OF CONTENTS


Page




PART I

Page


PART I

Item 1.

Business.


3


Item 1A.


Risk Factors.


8

Item 1.

Description of Business.

4

Item 1A.

Risk Factors.

6

Item 1B.

Unresolved Staff Comments.

6

8

Item 2

1C.

Properties.

Cybersecurity.

6

8

Item 3.

2

Legal proceedings.

Properties.

7

9

Item 3.

Legal proceedings.9
Item 4.

Mine Safety Disclosures.

7

9




PART II



Item 5.

Market for Registrant’s Common Equity, and Related Stockholder Matters.

Matters and Issuer Purchases of Equity Securities.

7

9

Item 6.

Selected Financial Data.

[Reserved]

8

10

Item 7.

ManagementsManagement’s Discussion and Analysis of Financial Condition and Results of Operations.

8

10

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

8

11

Item 8.

Financial Statements and Supplementary Data.

8

11

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

18

12

Item 9A.

Controls and Procedures

Procedures.

18

12

Item 9B.

Other Information.

19

14

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.


14

PART III



Item 10

Directors, Executive Officers Promoters and Control Persons of the Company.

Corporate Governance.

19

14

Item 11.

Executive Compensation.

20

16

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

20

18

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

21

20

Item 14.

Principal AccountingAccountant Fees and Services.

21

20




PART IV




Item 15.

Exhibits

Exhibit and Financial Statement Schedules.

21

20


Item 16.


Form 10-K Summary.


21

Signatures

Signatures22


2







3PART I

 



PART I

Item 1. DescriptionBusiness

Unless otherwise stated or the context requires otherwise, references in this annual report on Form 10-K to “we,” “us,” “our,” the “Company,” “M2i,” and “our Company” refer to M2i Global, Inc., a Nevada corporation, and its subsidiaries.

OUR BUSINESS

Our Vision

Our vision is to develop a world-class portfolio of Businesscritical minerals and materials projects. The diversity of our portfolio would provide an integrated solution to the challenges facing the critical minerals and materials industry.


DESCRIPTION OF BUSINESSThe Global Energy Transition


OverviewRenewable energy is expected to overtake coal by 2025 as the world’s largest source of electricity (Source: “The Clean Energy Future is Arriving Faster Than You Think,” NY Times, August 12, 2023). The growth in renewable energy is exponential.


InkyIn the U.S., the Secretary of Energy pursuant to authority under the Energy Act of 2020 determines the list of critical minerals and materials. The final 2022 list of critical minerals includes the following 50 minerals: Aluminum, antimony, arsenic, barite, beryllium, bismuth, cerium, cesium, chromium, cobalt, dysprosium, erbium, europium, fluorspar, gadolinium, gallium, germanium, graphite, hafnium, holmium, indium, iridium, lanthanum, lithium, lutetium, magnesium, manganese, neodymium, nickel, niobium, palladium, platinum, praseodymium, rhodium, rubidium, ruthenium, samarium, scandium, tantalum, tellurium, terbium, thulium, tin, titanium, tungsten, vanadium, ytterbium, yttrium, zinc, and zirconium.

The vital market for critical minerals and metals is the enabling component of the vital transition of the energy market. The infrastructure requirement for clean energy is dependent on the availability of the raw materials that these minerals represent. The future of the nation’s economic security and our national defense industry is reliant on an uninterrupted supply chain of minerals and metals.

Nickel, lithium, cobalt, and graphite are used in batteries. Rare-earth minerals such as neodymium and samarium are essential to the magnets of wind turbines and electric motors. An unstable supply of these minerals threatens the continued growth of renewable energy.

The chart in figure 1 depicts the projected growth of the demand for specific minerals that provide the base material for the manufacturing of electrical vehicle and energy storage batteries. The growth rate for projected demand in 2050 is presented using 2020 as the base of comparison (Source: https://www.iea.org/reports/the-role-of-critical-minerals-in-clean-energy-transitions; The Role of Critical Minerals in Clean Energy Transitions”).

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Figure 1: Energy Storage Minerals

Many of these critical minerals are mined and processed in a company, incorporatedsmall number of countries, as illustrated in the Statechart in Figure 2 (Source: “The global fight for critical minerals is costly and damaging,” Nature, July 19, 2023).

Figure 2: Sources of NevadaMinerals

The current dependence on June 12, 2018. Inky foreign sources for critical materials supply flow and minerals processing must be addressed in the short and mid-term to create a stable supply chain of these materials to support both the national and economic security of the U.S. The table (Figure 3) depicts the current level of foreign sources for critical minerals by industry (Source: U.S. Department of the Interior U.S. Geological Survey, MINERAL COMMODITY SUMMARIES 2023).

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Figure 3: Critical Minerals List Associated with Key Industries

Our Organizational Chart

It is currently anticipated that M2i’s structure will be built upon three separate business units with standalone P&Ls to carry on the Company’s objectives. Each P&L will be led by a vice president, who will work with a management team focused on implementing and building each effort into a business line, taking advantage of federal and state incentives, and building its own profit and loss contributions to the overall organization. The vice presidents will report to the president/chief executive officer of the Company. M2i business development will be a cross-functional discipline whose responsibilities cut across the organization. M2i will establish a finance department, staffed by a Director of Finance and Controller to ensure the effective and efficient management of funds, and to implement appropriate accounting controls.

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M2i Primary Minerals & Metals

The primary business purpose of M2i PMM will be to develop and supply the U.S. sanctioned value chain of critical metals needed by the U.S. and its free trade partners. M2i PMM will supply the 50 critical minerals and Rare Earth Elements (“REE”) as defined by the U.S. Geologic Survey 2022. These minerals will be sourced globally from mines adhering to ethical extraction principles and guidelines.

Strategic Alliances

The Company expects to enter several strategic alliances (“SAs”) to further its business objectives; namely through multiple mechanisms including asset acquisition and independent supply contracts. The SAs will likely be with companies that can expand our capability to extract minerals from existing mines, assist in implementing new mining projects, and develop and place into production new technologies and processes in extracting and processing minerals. Our efforts, and particularly our JVs, will be focused on delivering guaranteed access to critical minerals and metals for national defense and economic security.

Currently, we” “ are in negotiations with Reforme Group (“Reforme”), an Australian mining and recycling company to enter into a strategic alliance agreement (the “SA Agreement”) wherein Reforme and M2i will create an Australian proprietary limited company (“M2iAust”) to source and trade critical metals and strategic minerals. It is currently anticipated that M2i and Reforme Group will each be equal shareholders in M2iAust. It is currently anticipated that the SA Agreement will enable us to capitalize on Reforme’s expertise in critical minerals. Reforme is an innovative Australian mining services, infrastructure, recycling, and renewables company with specialized expertise in the development of green and brown field mining projects with the demonstrated capability in end-to-end management of mine operations, processing, logistics and off-take negotiations.

The SA will play a pivotal role in advancing the critical minerals supply chain and contributing to the global energy transformation. We expect that the SA will extract critical minerals from existing brownfield mines’ tailings utilizing a novel extraction technology and process developed by Reforme. Reforme’s technology includes mine remediation methods to return the site to a state that would satisfy government and community concerns. It is anticipated that Reforme will grant M2iAust a right of first refusal to enter into offtake agreements with Reforme or its related corporate bodies for any critical metals and strategic minerals extracted from mining tenements owned or controlled by Reforme. M2i will support the Companydevelopment of strategic resources by Reforme. Together, the companies will refer any third party off take opportunities in the Asia Pacific region for strategic resources to M2iAust. M2iAust will negotiate offtake agreements to secure offtake from Reforme and third parties for offtake which will be sold to M2i in subsequent offtake agreements. The JV has a term of 5 years unless agreed otherwise. By leveraging their combined expertise and resources, the partners intend to establish a more sustainable and efficient critical minerals ecosystem that fully aligns with the objectives outlined in the United States-Australian Climate, Critical Minerals, and Clean Energy Transformation Compact.

The Company’s subsidiary, U.S. Minerals and Metals Corp.,(“USMM”) develops, publisheshas assigned its two contracts with Lyons Capital, LLC to the parent Company, M2i Global, Inc. On February 23, 2023, USMM, and markets mobile software applicationLyons Capital, LLC (“Lyons”) entered into a business development agreement wherein Lyons agreed to act as Senior Strategic and Business Development Advisor to USMM for smartphones and tablet devices (Appsa term of 10 years (the “BDA”). Lyons received, on January 2, 2024, and on the first business day of each year thereafter 10,000,000 shares of USMM’s common stock in exchange for a purchase price of $1,000 per year. The BDA may be terminated by either party for any reason effective upon the first business day of the calendar year following the termination notice provided at least 30 days in advance.

Lyons and USMM also entered into the Wall Street Conference Business Development Agreement on February 23, 2023 (the “WSCA”), which was also assigned to the parent Company, M2i Global, Inc. In the WSCA, Lyons agreed, for a term of 5 years, to provide USMM with a yearly event sponsorship, including a speaking slot at the Wall Street Conference organized by Lyons, and introductions to, among others, personnel for business development opportunities. In exchange, Lyons will receive $2,000,000 per year in either cash or shares of USMM.’s common stock (if elected, the issuance of shares will be issued at a purchase price of $200 per year).

Pursuant to the Agreement and Plan of Merger, dated as of May 12, 2023, and entered into by and among Inky, Inc. and U.S. M and M Acquisition Corp. and U.S. Minerals and Metals Corp., which is engagedannexed hereto as exhibit 2.01 below, at the time of consummation of the merger, all shares of USMM were simultaneously converted into shares of M2i Global, Inc.’s common stock, and thus, any shares issued by USMM pursuant to the BDA or WSCA, as referenced above are now issued from M2i Global, Inc.

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M2i Recycled Minerals &Metals

Critical metals are of vital importance for the defense sector across the air, sea, and land domains. For instance, tantalum is needed in mobile applications development. Inky facilitateswarheads, and high-performing alloys used in fuselages of combat aircraft require niobium, vanadium, and molybdenum.

We see an opportunity to establish a closed-loop, transparent program for capturing and returning critical metals and minerals in the User deciding whatdefense industrial supply chain. This program would encompass both new production and whereend-of-life systems, ensuring that these valuable resources are reused domestically rather than relying on foreign sources.

The defense supply chain presents a significant volume of critical metals that can be effectively recycled and reused. By tapping into this resource and establishing M2i as an efficient supplier of this service, we can capture a considerable market share. This opportunity arises from the fact that no recycling company, to ink without havingour knowledge, has successfully accomplished this on a large scale thus far.

M2i Government and Industry Affairs

M2i Government and Industry Affairs is the business unit established with the goals of aligning U.S. policy in terms of industry requirements and national interests. The cornerstone of the value proposition of M2i GIA is the creation and management of the Strategic Minerals Reserve (“SMR”) in collaboration with the federal government to actually commenceenable an uninterrupted supply of the tattoo procedure. most critical minerals and metals to mitigate the current and future vulnerabilities of this vital supply chain. We expect the SMR to augment or enhance the National Defense Stockpile.

M2i GIA will focus on two key efforts, the implementation of the SMR and the ongoing liaison with the government at the federal, state, and local levels. Critical to the success of the SMR will be the continuing dialogue with key congressional members. We have established congressional support in Nevada and are working to receive both an authorization in the annual National Defense Authorization Act, as well as, an appropriation of funding to enable the implementation of the SMR. M2i GIA also aims to establish a collaboration with Hawthorne Army Depot, located in Hawthorne, Nevada, to obtain the storage and administrative space to conduct a pilot demonstration.

The User simply utilizes Inkyongoing liaison with select members of the congressional contingent from Nevada will act to previewensure that the SMR pilot retains the focus of each respective office. We expect that the conclusion of a proposed tattoo. Thensuccessful pilot will lead to the tattoo technician utilizesestablishment of the User phones camerasecond phase of the SMR, which is to positionbuild out the SMR to multiple locations, and overlayto stockpile critical minerals that would extend supply beyond the proposed tattoo. UsersDOD industry to private sector industry organizations in the event of a disruption to the flow of critical minerals.

Human Capital

Recruiting the right people will be critical to our success. We believe that the team of officers, directors and advisors that we have already assembled will provide a strong foundation for developing our business.

Financing Sources

We estimate that our first two years of operation will require $20-30 million. Our aim is to obtain government funding to meet this need.

Competition

The Company, upon achieving its business objectives, believes it will be one of the only companies that operates across the full spectrum of the mineral and metals industry.

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The rare earths mining and processing markets are capital intensive and competitive. Outside of the six (6) major rare earth producers in China, and those consolidated under their production quotas—there are only two other producers operating at scale, MP Materials and Lynas, which processes its rare earth materials in Malaysia. The Company’s competitors may have greater financial resources, as well as other strategic advantages to maintain, improve and possibly expand their facilities.

It is possible that when the Company achieves its anticipated production rates and other planned products, the increased competition could lead competitors to engage in predatory pricing behavior. Any increase in the amount of rare earth products exported from other nations, and increased competition, whether legal or illegal, may result in price reductions, reduced margins and loss of potential market share, any of which could materially adversely affect our profitability.

Additionally, our potential Chinese competitors have historically been able to produce at relatively low costs due to domestic economic and regulatory factors, including less stringent environmental regulations. If we are not able to achieve anticipated costs of production, then any strategic advantages that our competitors may have over us, such as lower labor and production costs, could have a material adverse effect on our business. As a result of these factors, we may not be able to compete effectively against current and future competitors.

Many of the Company’s competitors, as well as potential competitors, possess substantially greater financial, marketing, personnel and other resources than the Company. The Company’s competitors and potential competitors include far larger, more established companies that have access to capital markets, and to other funding sources that may be unavailable to the Company. There can be no assurance the Company will be able to download our Application through direct-to-consumer digital storefronts, such ascompete successfully against current or future competitors or that competitive pressures faced by the Apple App StoreCompany will not materially adversely affect its business, operating results, and Google Play Market.financial condition.

We plan to generate revenue from sales, or downloads, of our App and from advertisements published on our ad supported app titles.Compliance with Government Regulation

The member of our management has accumulated significant experience, knowledge and contacts across the key disciplines in the digital and mobile industries. This encompasses digital and social media sales, advertising,Mining operations and technologyexploration activities are subject to various national, state, and product developmentlocal laws and deployment. We expect to leverage managements industry experience and contacts to our advantage.

Industry Background and Trends


An App is a type of application software designed to run on a mobile device, such as a smartphone or tablet device. Inky is an App that facilitates the user deciding what and where to ink without having to actually commence the tattoo procedure.

Over the last several years, mobile devices, including smartphones and tablets, have proliferated extensively around the world across a wide range of demographic groups, which is demonstratedregulations in the following statistics published by the noted sources:


· As of August 2017, there are over 3.5 billion unique mobile internet users. Source: Statista

· Users spend on average 69% of their media time on smartphones. Source: comScore

· Mobile devices will drive 80% of global internet usage. Source: Zenith

· 50% of the time individuals spend on digital media is on mobile apps. Source: comScore

· The total number of Android app downloads in 2016 was 90 billion. Source: App Annie

· Despite the sea of choice for mobile apps available for both iOS and Android, in real life people tend to use only a few on a daily basis. The average number of apps people use is 9 apps daily, and 30 apps monthly. Source: TechCrunch

· Mobile websites get more visitors than native apps. But those people spend a lot less time on mobile websites than they do on apps. Source: comScore

· There are about 8 million apps in the Google Play store, 2.2 million in the Apple App Store, 669K in the Windows Store, and 600K in the Amazon Appstore. Source: Statista


As mobile devices have become more prevalent, the mobile Apps industry has experienced corresponding growth in the number of Apps published and the niches they serve,United States, as well as other jurisdictions, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the revenues they generate. environment, mine safety, hazardous substances and other matters.

We believe that therewe are and will continue to be an increase in the number of smartphones and tablets sold. In addition, Apple, Samsung and other mobile device manufacturers have introduced new, larger and more powerful smartphones and tablets that enable more complex Apps and that allow app developers to create apps that are optimized for larger screen sizes and designed to take advantage of these devices advanced capabilities and functionality. We believe that the proliferation of and technological developments to mobile devices will continue to drive growth in our industry for the foreseeable future.

Our App 


Inky is engaged in mobile applications development area.


The app includes a selection of designs by different tattoo artists that you can try out virtually via the automation of smartphone-powered augmented reality placing pixels on your flesh in real-time.


There are two profiles: User and Master in our application. If you want to share your sketches and your work with others, you need to sign up as Master. If you just want to try the tattoo via our application on your body you should sign up as User. You can change your account mode to the other without any problem, just sign out from the current mode and sign up as the other as needed. As Master, you can upload your own sketches to the app to see whether your pen skills are sharp enough to merit leaving a permanent mark on your person.

4


The app asks you to put a little ink on your skin think of that as part of the try before you buy process because you need to draw an inky sign in the form of an octopus on your person in the place where youre considering the real deal.

Then the Augmented Reality (AR) tech uses your phones camera, combined with your three ink marks, to position and overlay what might be your future tattoo. So youre peeking through your smartphone screen at an alternative tattooed you. Which is about as useful as AR gets right now.


Our app is designed to appeal to a variety of age groups ranging from younger teens to adults. We offer our app in both a free advertisement-supported version and a paid version that does include the tattoo base from Inky, as Inky Master. We believe that by offering free ad supported versions we can build a significantly larger customer base more quickly than we could if we charged users an up-front fee to download our apps since they may be reluctant to purchasing an app without first playing it. If the users enjoy a title, they may purchase the app and try Inky tattoo base.


In the future, we intend to broaden the scope of our App to include piercing, scarring, tunnels, microdermabrasion, tattoos on the white of the eye, microdermabrasion (silicone implants).


In the future, we also plan to develop our application in the application-profile for the Masters who will fill in information about themselves and users will choose the real tattoo Master according to the tattoo works and their geolocation.

Sales, Marketing and Distribution

We plan to market, sell and distribute our Inky Apps exclusively through Apples App Store and through the Google Play Store, the largest direct-to-consumer digital storefronts. We expect that a majority of our revenues will be derived from sales on the Apple App Store.


We plan to generate revenue from downloads of our paid App mode and from advertisements published on our ad supported app and game titles. We are planning to enter into agreements with each of Apple and Google that govern our relationship as developers / distributors on their respective storefronts.


We will complete the process of migrating the Apps into our corporate structure. We recently retained a new ad network that we believe employs a more effective technology platform and a more aggressive direct sales team. We also are integrating into our existing app and will incorporate into our new apps lucrative ad models and in-app purchasing.

We may partner with other App publishers to develop and market new titles. These types of arrangements will allow us to defray development and marketing costs among a wider range of titles and increase our chances of publishing a successful title.

We will employ advanced analytics, a means of analyzing data we collect about users of our Apps, to develop and publish more appealing titles and features in our apps.

Our ability to market our Apps successfully on direct-to-consumer digital storefronts will depend on a number of factors, including our ability to build relationships with storefront owners and educate them about our title roadmap so that they feature or otherwise prominently place them within the storefront. If we are able to achieve these ends, we believe that consumers are more likely to find our Apps, which may result in greater downloads and more revenue. We believe that a number of factors may influence the featuring or placement of an App, including:


· the perceived attractiveness of the title;

· the level of critical or commercial success of the App or of other Apps previously introduced by a publisher;

· incorporation of the storefront owners latest technology in the publishers title;

· how strong the consumer experience is on all of the devices that discover titles using any given digital storefront;

· the publishers relationship with the applicable storefront owner and future pipeline of quality titles for it; and

· the current market share of the publisher.

We also expect to undertake a number of marketing initiatives designed to attract consumers to download our Apps, including:


· using social networking websites, such as Facebook and Twitter, focused directly at the target users of our Apps;

· paying third parties to advertise or incentivize consumers to download our Apps through offers or recommendations;

· using push notifications to alert existing and prospective users of updates to our Apps and new product offerings;

· cross-promoting our Apps through banner advertisements in our other Apps, as well as advertising our Apps in our competitors product offerings; and

5


· undertaking outreach efforts with video app websites and related media outlets, such as providing reviewers with access to our apps prior to launch.

Competition

Developing and distributing Apps is a highly competitive business, characterized by frequent product introductions and rapidly emerging new platforms, technologies and storefronts. With respect to competing for consumers of our app, we will compete primarily on the basis of app quality, brand and customer reviews. We will compete for promotional and digital storefront placement based on these factors, as well as our relationship with the storefront owner, historical performance, perception of sales potential and relationships with licensors of brands, properties and other content.

We believe that our small size will provide us a competitive edge for the time being and allow us to make quick decisions as to product development to take advantage of consumer preferences at a particular point in time.

With respect to our App, we compete with a continually increasing number of companies, including industry leaders such as Activision, DeNA, Electronic Arts (EA Mobile), Apploft, GREE, GungHo Online Entertainment, King Digital Entertainment, Nexon, Warner Brothers and Zynga and many well-funded private companies, including Kabam, Machine Zone, Rovio, Storm 8/Team Lava and Supercell. We could also face increased competition if large companies with significant online presences such as Apple, Google, Amazon, Facebook or Yahoo, choose to enter or expand in the apps space or develop competing apps. One of the main competitors is the InkHunter, whose prototype application is similar to ours. But we believe we are also a good competitor.

In addition, given the open nature of the development and distribution for smartphones and tablets, we also compete or will compete with a vast number of small companies and individualscompliance in all of our segments who are able to creatematerial respects with applicable statutes and launch Apps and other content for these devices using relatively limited resources and with relatively limited start-up time or expertise.


Most of our competitors and our potential competitors have one or more advantages over us, including:

· significantly greater financial and personnel resources;

· stronger brand and consumer recognition;

· the capacity to leverage their marketing expenditures across a broader portfolio of mobile and non-mobile products;

· more substantial intellectual property of their own;

· lower labor and development costs and better overall economies of scale; and

· broader distribution and presence.


Government Regulation

We are subject to various federal, state and international laws and regulations that affect our business, including those relating to the privacy and security of customer and employee personal information and those relating to the Internet, behavioral tracking, mobile applications, advertising and marketing activities, and sweepstakes and contests. Additional laws in all of these areas are likely to be passed in the future, which could result in significant limitations onUnited States. There are no current orders or changesdirections relating to our Company with respect to the ways in which we can collect, use, host, store or transmit the personal informationforegoing laws and data of our customers or employees, communicate with our customers, and deliver products and services, may significantly increase our compliance costs. As our business expands to include new uses or collection of data that are subject to privacy or security regulations, our compliance requirements and costs will increase and we may be subject to increased regulatory scrutiny.regulations.

Employees

We are a start-up company and currently have one employee only - Ioanna Kallidou, our president, treasurer, secretary and director. We intend to outsource any additional services if the business requires.


Item 1A. Risk Factors

Not applicable torequired for smaller reporting companies.

Item 1B. Unresolved Staff Comments


Not applicable torequired for smaller reporting companies.


Item 1C. 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.

8

Managing Material Risks & Integrated Overall Risk Management

We have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making processes at every level. Our management team continuously evaluates and addresses cybersecurity risks in alignment with our business objectives and operational needs.

Oversee Third-party Risk

Because we are aware of the risks associated with third-party service providers, we have implemented stringent processes to oversee and manage these risks. We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards. The monitoring includes annual assessments of the SOC reports of our providers and implementing complementary controls. This approach is designed to mitigate risks related to data breaches or other security incidents originating from third-parties.

Risks from Cybersecurity Threats

We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing.

Item 2. Description of PropertyProperties


We doOur principal executive offices are located at 885 Tahoe Blvd. Incline Village, NV 89451. The Company does not own any real estateproperty or other properties.  hold any leases.

6



Item 3. Legal Proceedings

We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened, or contemplated or any unsatisfied judgments against us.

Item 4. Mine Safety Disclosures


Not applicable.

PART II


Item 5. Market for Registrant’s Common Equity, and Related Stockholder Matters and Issuer Purchases of Equity Securities


MARKET INFORMATION

There is currently no public trading market for our common stock and no such market may ever develop. While we intend to seek and obtain quotation of our common stock forOur Common Stock began trading on the OTC Markets, there is no assurancePink Market under the symbol “INKI.” On June 8, 2023, our stock symbol changed to “MTWO”. You should be aware that our application will be approved. An application for quotation on the OTC Markets must be submitted by oneover-the-counter market quotations may reflect inter-dealer prices, without retail mark-up, mark-down or more market makers who:commissions and may not necessarily represent actual transactions.


·HOLDERS

are approved by FINRA;

·

who agree to become a market maker in the security; and

·

who demonstrate compliance with SEC Rule 15(c)2-11 before initiating a quote in a security on the OTC Bulletin Board, the OTCQX or the OTCQB or on a securities exchange.

In order for a security to be eligible for quotation by a market maker, the Company will be required to meet a ($0.01) bid price test, provide information based upon their reporting standard (SEC Reporting, Bank Reporting or International Reporting), and submit an annual OTC Markets Certification signed by our Chief Executive Officer or Chief Financial Officer. Currently, Ms. Kallidou, our President and Chief Executive Officer act as our principal financial and accounting officer.

We are seeking a market maker to submit an application for quotation to FINRA, though we have not yet identified a market maker to file such application. We can provide no assurance that we will be able to identify a market maker to submit an application to FINRA, that our common stock will be traded on the OTC Bulletin Board, the OTCQX or the OTCQB or on a securities exchange or, if traded, that a public market will materialize.

HOLDERS

As of November 30, 2020, the Company had 4,654,200April 15, 2024, there were approximately 87 stockholders of record holding 464,333,691 shares of our common stock issued and outstandingCommon Stock. This number does not include an indeterminate number of stockholders whose shares are held by brokers in street name. The holders of our Common Stock are entitled to one vote for each share held of record on all matters submitted to a totalvote of 18 shareholdersstockholders. Holders of record.our Common Stock have no preemptive rights and no right to convert their Common Stock into any other securities. Additionally, there are no redemption or sinking fund provisions applicable to our Common Stock.

9

 

DIVIDEND POLICY

We have not declared ornever paid any cash dividends on our common stock since our formation,Common Stock and we do not anticipate paying any cash dividends on our Common Stock in the foreseeable future. Declaration or payment ofWe presently intend to retain all earnings to implement our business plan. Any future determination to pay cash dividends if any, in the future, will be at the discretion of our Board of Directors and will depend onbe dependent upon our then current financial condition, results of operations, capital requirements and such other factors deemed relevant by theas our Board of Directors. There are no contractual restrictions on ourdeems relevant. Our ability to declare or pay dividends.cash dividends is subject to limitations imposed by state law.

SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS

We have no equity compensation or stock option plans.


RECENT SALES OF UNREGISTERED SECURITIES


TheNone.

Issuer Purchases of Equity Securities

In August of 2023, the Company has 75,000,000, $0.001 par valuere-purchased 6,013,334 shares of the Company’s common stock authorized.from Ioanna Kallidou for $435,000 (the “Treasury Stock Repurchase”).



During the year ended November 30, 2020, the Company issued 654,200 shares of common stock for cash proceeds of $19,626 at $0.03 per share.


There were 4,654,200 shares of common stock issued and outstanding as of November 30, 2020.


7




OTHER STOCKHOLDER MATTERS


None.


Item 6. Selected Financial Data[Reserved]


Not applicable torequired for smaller reporting companies.companies.


Item 7. Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations


The information and financial data discussed below is derived from our financial statements for the fiscal years ended November 30, 2023, and 2022. The financial statements of the Company were prepared and presented in accordance with generally accepted accounting principles in the United States. The information and financial data discussed below is only a summary and was prepared to provide a historical and narrative discussion of our financial condition and results of operations through the eyes of management and should be read in conjunction with the historical financial statements and related notes of the Company contained elsewhere in this Form 10-K. The financial statements contained elsewhere in this Form 10-K fully represent the Company’s financial condition and operations; however, they are not indicative of the Company’s future performance. This discussion contains forward-looking statements based upon current plans, expectations and beliefs that involve risks and uncertainties. Our actual results and the timing of certain events could differ materially from those anticipated in or implied by these forward-looking statements as a result of several factors, including those discussed in the section captioned “Risk Factors” included under Part I, Item 1A and elsewhere in this Form 10-K.

Results of Operations for the fiscal years ended November 30, 20202023 and 2019:2022:


Revenue


During the fiscal years ended November 30, 2020,2023 and 2019,2022 we have not generated any revenues.total revenue of $3,400 and $1,000, respectively.


Operating expenses


Total operating expenses forFor the yearsfiscal year ended November 30, 2020 and 2019 were $19,195 and $15,385. The2023, operating expenses were $1,982,836, compared to $67,442 for the yearsyear ended November 30, 20202022. Operating expenses consist primarily of general and 2019 included Audit Feesadministrative expenses and legal and professional fees incurred in connection with the operation of $17,000 and $12,030; Bank Service Chargesour business. The net increase of $400 and $456; Professional Fees$1,915,394 in operating expenses was primarily a result of $420 and $949; Legal of $1,375 and $0; Rent Expense of $0 and $1,950.an increase in professional fees to implement the change in business as noted in Part I, Item 1 earlier in this document.


Net Loss


Our net loss for the fiscal years ended November 30, 2020,2023 and 2019,2022 was $19,195$1,990,162 and $15,385,$66,442, respectively.


10

Liquidity and Capital Resources and Cash Requirements


As of November 30, 2020,2023, the Company had cash of $11,312 ($391$48,197 and $114 as of November 30, 2019).2022. Furthermore, the Company had a working capital deficit of $15,854 ($16,285$1,974,353 and $108,369 as of November 30, 2019).2023 and 2022, respectively.


During the fiscal year ended November 30, 2023, the Company used $1,611,258 of cash in operating activities compared to $13,010 of cash in operating activities during the year ended November 30, 2020, the Company2022. The increase in cash used $19,574 of cash in operating activities due to its net loss $19,195were the result of increased general and increase in Prepaid Expenses of $379. administrative expenses and legal and professional fees.

During the fiscal year ended November 30, 2019,2023, the Company used $15,435 ofhad no cash in operating activities due to its net loss $15,385, decrease in Prepaid Rent of $1,950 and decrease in Accounts Payable of $2,000.


flows from investing activities. During the fiscal year ended November 30, 2020,2022, the Company used $21,370 cash flows in investing activities related to website development.

During the fiscal year ended November 30, 2023, the Company generated $30,495 ($10,676 as of November 30, 2019) of$1,659,341 cash in financing activities which came from related-party loan of $10,869 ($10,676 as$608,319, a convertible note of November 30, 2019)$250,000 and proceeds from sale of common stock of $19,626 ($0 as$1,236,022 offset by repurchase of common stock of $435,000. During the fiscal year ended November 30, 2019).2022, the Company generated $34,380 of cash in financing activities which came from a related-party loan.


OFF BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements, including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk


Not applicable torequired for smaller reporting companies.


Item 8. Financial Statements and Supplementary Data


8



INKY


FINANCIAL STATEMENTS


TABLE OF CONTENTS



Page

Report of Independent Registered Public Accounting Firm


10




Balance Sheets as of November 30, 2020 and 2019


11




Statements of Operations for the years ended November 30, 2020 and 2019


12


Statement of Stockholders Deficit as ofNovember 30, 2020 and 2019


13




Statements of Cash Flows for the years ended November 30, 2020 and 2019


14




Notes to the Audited Financial Statements


15



9



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

_______________________________________________________________________________________________________


To the BoardThe full text of Directors and Stockholders

INKY Inc.

Opinion on the Financial Statements

We haveour audited the accompanying balance sheets of INKY Inc. (the Company) as of November 30, 2020 and 2019, and the related statements of operations, changes in stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, theconsolidated financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Consideration of the Company's Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has suffered losses and has minimal operations which raise substantial doubt about its ability to continue as a going concern.  Managements plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcomebegins on page F-1 of this uncertainty.annual report .

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.


/s/ Pinnacle Accountancy Group of Utah


We have served as the Companys auditor since 2019.


Pinnacle Accountancy Group of Utah

(a dba of Heaton & Company, PLLC)

Farmington, Utah

February 1, 2021






10

11

 


INKY

BALANCE SHEETS



As of November 30,

2020

As of November 30, 2019

ASSETS





 



 

 

CURRENT ASSETS



 

 

Cash and cash equivalent

$

11,312

$

391

Prepaid expenses


379


Total Current Assets 


11,691


391






TOTAL ASSETS

$

11,691

$

391

 



 

 

LIABILITIES AND STOCKHOLDERS DEFICIT





 



 

 

LIABILITIES





Current Liabilities



 

 

Related-party loan

$

27,545

$

16,676

Total Current Liabilities


27,545

 

16,676

Total Liabilities 


27,545


16,676

 





STOCKHOLDERS DEFICIT





Common stock, $0.001 par value, 75,000,000 shares authorized; 4,654,200 and 4,000,000 shares issued and outstanding as of November 30, 2020 and 2019, respectively


4,654


4,000

Additional paid-in capital


18,972


Accumulated deficit


(39,480)


(20,285)

Total stockholders deficit


(15,854)


(16,285)

 





TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT

$

11,691

$

391







The accompanying notes are an integral part of these audited financial statements.


11


INKY

STATEMENTS OF OPERATIONS



For the year ended

November 30, 2020

For the year ended

November 30, 2019

EXPENSES

 

 


General and administrative expenses

$

 19,195

 15,385

Total expenses

 

 19,195

15,385

 

 

 

 

INCOME (LOSS) BEFORE TAX PROVISION

$

 (19,195)

 (15,385)

 

 

 

 

INCOME TAX PROVISION

$





NET INCOME (LOSS)

$

 (19,195)

 (15,385)





WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED

 

4,111,800

4,000,000

 

 

 

 

BASIC AND DILUTED NET LOSS PER SHARE

$

(0.00)

(0.00)






The accompanying notes are an integral part of these audited financial statements.


12


INKY

STATEMENT OF CHANGES IN STOCKHOLDERSDEFICIT

For the years ended November 30, 2020 and 2019



 

Common stock

Additional


Total

 


paid-in

Accumulated

stockholders

 

Shares

Amount

capital

deficit

deficit



 


 

 

 

 


 

Balance, November 30, 2018

4,000,000

$

 4,000

$

 

$

 (4,900)

$

(900)

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

 

(15,385)

 

(15,385)



 


 

 

 

 


 

Balance, November 30, 2019

4,000,000

$

 4,000

$

$

(20,285)

$

(16,285)











Issuance of common stock for cash

654,200


654


18,972


 


19,626











Net income (loss)

 

 

 

(19,195)

 

(19,195)



 


 

 

 

 


 

Balance, November 30, 2020

4,654,200

$

 4,654

$

18,972

$

 (39,480)

$

(15,854)







The accompanying notes are an integral part of these audited financial statements.


13


INKY

STATEMENTS OF CASH FLOWS


 

As of November 30,

2020

As of November 30,

2019

CASH FLOWS FROM OPERATING ACTIVITIES

 

 



Net (loss)

$

 (19,195)

$

 (15,385)

Adjustments to reconcile net loss

to net cash used in operating activities:

 

 


 

Prepaid rent

 


1,950

Prepaid expenses


(379)


Accounts payable



(2,000)

Net cash flows used in operating activities

 

(19,574)


(15,435)

 

 

 


 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 


 

Related-party loan

 

10,869


10,676

Proceeds from sell of common stock


19,626


Net cash flows provided by financing activities

$

30,495

$

10,676

 

 

 


 

NET DECREASE IN CASH

$

10,921

$

(4,759)

 

 

 


 

CASH, BEGINNING OF PERIOD

$

391

$

5,150

 

 

 


 

CASH, END OF PERIOD

$

11,312

$

391






SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:





Cash paid for interest

$

$

Cash paid for income tax

$

$







The accompanying notes are an integral part of these audited financial statements.



14




INKY

NOTES TO THE AUDITED FINANCIAL STATEMENTS

NOVEMBER 30, 2020 AND 2019

Note 1 Description of Organization and Business Operations

Inky is a startup corporation, registered under the laws in the State of Nevada on June 12, 2018. Inky (we,” “us, or the Company) develops, publishes and markets mobile software application for smartphones and tablet devices (Apps). Inky is engaged in the mobile applications development area. Inky is an AR, app aiming to help users decide what and where to ink without having to regret the tattoo after the fact. The app includes a selection of designs by different tattoo artists that can be tested virtually via the automation of smartphone-powered augmented reality placing pixels on your flesh in real-time.

Our principal executive office is located at 24 Penteliss, Limassol 4102, Cyprus.

The Companys functional and reporting currency is the U.S. dollar.

Note 2 Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. As a startup company, the Company had no revenues and incurred losses as of November 30, 2020. The Company currently has limited working capital and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These conditions raise substantial doubt about the Companys ability to continue as a going concern.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of managements efforts, 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.

At this time any results of financial impact of the COVID-19 pandemic cannot be reasonably estimated now but it may have a material adverse impact on our business, financial condition and results of operations.

Note 3 Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. The Companys year-end is November 30.

Net Income (Loss) Per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. As of November 30, 2020 and 2019, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Companys 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

15



INKY

NOTES TO THE AUDITED FINANCIAL STATEMENTS

Note 3 Summary of Significant Accounting Policies (cont.)

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $11,312 of cash and cash equivalents as of November 30, 2020 ($391 as of November 30, 2019).

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of November 30, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of November 30, 2020 and 2019, no amounts have been accrued for the payment of interest and penalties.  The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Research and Development Policy

ASC 730, Research and Development, addresses the proper accounting and reporting for research and development costs. It identifies those activities that are to be identified as research and development, the elements of costs that shall be identified with research and development activities, the accounting for these costs, and the financial statement disclosures related to them. Costs and expenses that can be clearly identified as research and development are charged to expense as incurred.

Software Development Policy

The Company follows the provisions of ASC 985, Software, which requires that all costs relating to the purchase or internal development and production of software products to be sold, leased or otherwise marketed, be expensed in the period incurred unless the requirements for technological feasibility have been established.

Recent Accounting Pronouncements

The Company reviews new accounting standards as issued. Management has not identified any new standards that it believes will have a significant impact on the Companys financial statements.

Note 4 Stockholders Equity


Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is Seventy-Five Million (75,000,000) shares of Common Stock, par value $0.001 per share.

During the year ended November 30, 2020, the Company issued 654,200 shares of common stock for cash proceeds of $19,626 at $0.03 per share.

There were 4,654,200 and 4,000,000 shares of common stock issued and outstanding as of November 30, 2020 and 2019, respectively.

16



INKY

NOTES TO THE AUDITED FINANCIAL STATEMENTS

Note 5 Related Party Transactions

During the year ended November 30, 2019, the Companys director loaned to the Company $10,676.

During the year ended November 30, 2020, the Companys director loaned to the Company $10,869.

As of November 30, 2020, our sole director has loaned to the Company $27,545. This loan is unsecured, non-interest bearing and due on demand.


Note 6  Income Tax Provision


Deferred Tax Assets


As of November 30, 2020, the Company had net operating loss (NOL) carryforwards for Federal income tax purposes of $39,480.  No tax benefit has been recorded with respect to these net operating loss carry-forwards in the accompanying financial statements as the management of the Company believes that the realization of the Companys net deferred tax assets of approximately $8,291 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by the full valuation allowance.


Deferred tax assets consist primarily of the tax effect of NOL carry-forwards which was used to offset tax payable from prior years operations.  The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization. The current valuation of tax allowance is n/a as of November 30, 2020 and 2019.


Components of deferred tax assets are as follows:



For the Year Ended

November 30, 2020


For the Year Ended

November 30, 2019

Net Deferred Tax Asset Non-Current:





 

 

 

 

Net Operating Loss Carry-Forward


$

39,480



 

$

20,285

 

 

Effective tax rate



21

%


 

 

21

%

 

Expected Income Tax Benefit from NOL Carry-Forward



8,291



 

 

4,260

 

 

Less: Valuation Allowance



(8,291)



 

 

(4,260)


 

Deferred Tax Asset, Net of Valuation Allowance


$

-




$

-


 


Income Tax Provision in the Statement of Operations

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:



For the Year Ended

November 30, 2020

Federal statutory income tax rate

21

%

Increase (reduction) in income tax provision resulting from:

Net Operating Loss (NOL) carry-forward

(21)

%

Effective income tax rate



0

%


Note 7 Subsequent Events


The Company has evaluated all subsequent events through the date when the financial statements were issued to determine if they must be reported.  The Company determined that there were no reportable subsequent events to disclose in these financial statements other than those described below.

During December 2020 the Company issued 181,823 shares of common stock for cash proceeds of $5,455 at $0.03 per share.

During January 2021 the Company issued 122,000 shares of common stock for cash proceeds of $3,660 at $0.03 per share.

17



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


There was a change in auditors from KSP Group Inc toOn February 8, 2024, M2i Global, Inc. dismissed Heaton & Company, PLLC indba Pinnacle Accountancy Group of Utah (“Pinnacle”) as the Company’s independent registered public accounting firm. During the engagement period from December 2019. The change was made with6, 2019 to February 8, 2024, there were no disagreements between the parties.Company and Pinnacle on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of Pinnacle, would have caused Pinnacle to make reference to the matter in a report on the Company’s financial statements. The decision to replace Pinnacle was approved by the Board of Directors of the Company.


Effective February 8, 2024, the Company appointed Turner, Stone & Company, LLP (“Turner Stone”) as the independent registered public accounting firm to audit the consolidated financial statements of the Company, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows of the Company and the related notes to consolidated financial statements.

Item 9A. Controls and Procedures


Evaluation of Disclosure Controls and Procedures.




The Company is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the CommissionsCommission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuersissuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.


An assessment was conducted with the participation of our principal executive and principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2020.2023. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.



ManagementsManagement’s Report on Internal Control over Financial Reporting


Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The CompanysCompany’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the CompanysCompany’s internal control over financial reporting as of November 30, 2020,2023, using the criteria established in Internal“Internal Control - Integrated FrameworkFramework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("(“COSO - 2013"2013”).


12

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the CompanysCompany’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of November 30, 2020,2023, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

1.We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important level control over the Company’s financial statements. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.
2.We did not maintain appropriate cash controls – As of November 30, 2023, the Company has not maintained sufficient internal controls over financial reporting for cash, including failure to segregate cash handling and accounting functions, and did not require dual signatures on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in its bank accounts.
3.We did not implement appropriate information technology controls – As at November 30, 2023, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.
4.The Company lacks segregation of duties.

1.

We do not have an Audit Committee While not being legally obligated to have an audit committee, it is the managements view that such a committee, including a financial expert member, is an utmost important entity level control over the Companys financial statements. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over managements activities.


2.

We did not maintain appropriate cash controls As of November 30, 2020, the Company has not maintained sufficient internal controls over financial reporting for cash, including failure to segregate cash handling and accounting functions, and did not require dual signatures on the Companys bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in its bank accounts.


3.

We did not implement appropriate information technology controls As at November 30, 2020, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Companys data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.


Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the companyscompany’s internal controls.


As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of November 30, 20202023 based on criteria established in Internal Control- Integrated Framework issued by COSO.

 18



Changes in Internal Controls over Financial Reporting


There hashave been no changechanges in our internal controlcontrols over financial reporting that occurred during the fiscal year ended November 30, 2020,2023, that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.


In our annual report for the fiscal year ended November 30, 2022, we identified the following material weaknesses which are still applicable:

We do not have an audit committee
We did not implement appropriate information technology controls

We did not maintain appropriate cash controls

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

In our annual report for the fiscal year ended November 30, 2022, we identified the following material weaknesses which are no longer applicable:

Beginning in May 2023, the Company began to improve internal controls by hiring additional resources to ensure appropriate review and oversight.

13

Item 9B. Other Information.


None.Rule 10b5-1 Trading Arrangement



During the fiscal year ended November 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III


Item 10. Directors, Executive Officers Promoters and Control Persons of the CompanyCorporate Governance


DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our executive officer'sofficer’s and director'sdirector’s and their respective ages are as follows:

NameAgePositions

Name

Doug Cole

Age

Positions

67
Executive Chairman, Chief Financial Officer

Ioanna Kallidou


Jeffrey W. Talley

27

64

President and Chief Executive Officer Chief Financial Officer, Secretary, Treasurer and Director


Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.


IOANNA KALLIDOUDoug Cole


Ioanna KallidouDoug Cole, age 67, is Executive Chairman and Chief Financial Officer of the Company. Doug brings over 39 years of experience in sales, marketing, and leadership roles, having run over 8 companies, both public and private. He has acted as our President,focused all his time on global development of startup companies and turnarounds. He has been involved with raising millions of dollars for his companies and numerous M&A work. As a private and public chairman, CEO, and board member, he has expanded every company he has been involved with, leveraging relationships globally. He has spoken at many major industry conferences throughout his career.

Prior to M2i, Doug was Chairman and CEO of American Battery Metals Corporation (ABML) from 2017 to 2021, where he orchestrated a successful turnaround that resulted in a high of a $2 billion market capitalization. Mr. Cole led the transition from a lithium exploration and development company to a lithium asset and lithium-ion battery metal recycling company and left the company in August of 2021. He was a Partner overseeing all ongoing deal activities with Objective Equity LLC from 2005 through 2016, a boutique investment bank focused on the high technology, data analytics and the mining sector.

Since 1977, Mr. Cole has held various executive roles, including Chairman, Executive Vice Chairman, Chief Executive Officer Treasurer,and President of multiple public corporations. From May 2000 to September 2005, he was also the Director of Lair of the Bear, The University of California Family Camp located in Pinecrest, California. During the period between 1991 and 1996 he was the CEO of HealthSoft and he also founded and operated Great Bear Technology, which acquired Sony Image Soft and Starpress, then went public and eventually sold to Graphix Zone. In 1995, Mr. Cole was honored by New Enterprise Associates, a leading venture capital firm, as CEO of the year.

Since 1982 he has been very active with the University of California, Berkeley where he mentors early-stage technology companies. Mr. Cole has extensive experience in global M&A and global distributions. He obtained his BA in Social Sciences from UC Berkeley in 1978.

14

Jeffrey W. Talley

Lieutenant General (Ret) Jeffrey W. Talley, age 64, is President and Chief FinancialExecutive Officer of U.S. Minerals and Metals Corporation. Jeff is an accomplished senior executive and proven leader with experience in large-scale organizations, public private partnerships, national & cyber security, environmental & energy sustainability, disaster emergency management, infrastructure resilience, data analytics & technology, R&D, and higher education. Jeff’s career consists of a portfolio of academic, business, and government experiences.

Prior to assuming his role, he served as President and CEO of The P3i Group, which he founded in 2020, providing senior management consulting to clients, with emphasis on the application of P3s to solve complex problems and create new opportunities. Prior to The P3i Group, Jeff served as Vice President and Global Fellow at IBM from 2017 thru 2020, IBM’s Global Government Industry practice, advising senior leadership on strategic issues to include emerging markets, business development, and acquisitions.

Jeff’s board experience includes serving as Chairman of the Board of Directors for BluMetric Environmental, a Canadian environmental consulting and water cleantech company, from March 2019 until July 2023. Jeff also served as a Member of the Board of Directors of the Environmental and Energy Study Institute, a 501(c)(3) non-profit organization focused on advancing science-based solutions for climate change, energy, and environmental challenges, from September 2019 until April 2023.

Jeff’s military career included duty in the U.S., Korea, Kuwait, and Iraq, culminating in 2012 when he was appointed to the rank of Lieutenant General and to a four-year term as the Chief Accounting Officer, Secretaryof Army Reserve (USAR) & Commanding General of the U.S. Army Reserve Command (USARC). The USAR and sole memberUSARC is an organization of over 215,000 Soldiers/civilians, 134 general officers/executives, an annual operating budget of $9B, and activities in over 30 countries, including all states/territories. He has received numerous medals/awards, including two Army Distinguished Medals and three Bronze Star Medals. He retired from the military in 2016 and was recognized by the U.S. Senate on June 28, 2016 with “Tribute to Lieutenant General Jeffrey W. Talley”, as reflected in the congressional record. On April 28, 2023, he was awarded the Gold de Fleury Medal for “inspirational leadership to the Nation and the U.S. Army Engineer Regiment.”

Jeff’s academic positions held are: Assistant Professor, Associate Professor, Professor, Department Chair, Endowed Chair, Institute Director, Adjunct Professor, Advanced Leadership Fellow, Scholar-in-Residence, and Professor of the Practice, with appointments at the University of Notre Dame, Southern Methodist University, The Johns Hopkins University, Harvard University, and University of Southern California.

Jeff holds a Ph.D. from Carnegie Mellon University, an Executive M.B.A. from the University of Oxford, an M.S.E. from The Johns Hopkins University, an M.L.A. from Washington University in St. Louis, an M.S.S. from the U.S. Army War College, an M.A. from Assumption College, and a B.S. from Louisiana State University. He is a registered Professional Engineer (P.E.), a Board-Certified Environmental Engineer (BCEE) in Sustainability, and a Diplomate, Water Resources Engineer (D.WRE).

Family Relationships

There are no family relationships among our executive officers and directors.

Involvement in Certain Legal Proceedings

During the past ten years, except as set forth above, none of our directors, executive officers, promoters, control persons, or nominees has been:

the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

15

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law;
the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Committees of the Board

Due to the small size of the Company and its Board of Directors, we currently have no audit committee, compensation committee or nominations and governance committee of our board of directors. We do not have an audit committee financial expert.

Code of Ethics and Business Conduct

The Company has adopted a Code of Ethics and Business Conduct (“Code of Ethics”) that applies to all of its directors, since our incorporation on June 12, 2018. She is a graduateofficers and employees. Any waiver of the Universityprovisions of Nicosia with Bachelor's degreethe Code of Business Administration: Management (2010-2014)Ethics for executive officers and distance Learneddirectors may be made only by the Board of Management Information Systems courses under the University of Nicosia (October 2013-June 2016). Since April 2016Directors. Any such waivers will be promptly disclosed to the incorporation date (April 2016-June 2018)Company’s shareholders. A copy of our Code of Ethics is attached as an exhibit to this Form 10-K and will be provided to any person requesting same without charge. To request a copy of our Code of Ethics please make written request to our Chief Executive Officer c/o M2i Global, Inc. at 885 Tahoe Blvd., Ms. Kallidou has been a junior software engineer at Crowares Inc. Her responsibilities wereIncline Village, NV 89451.

Changes in Nominating Procedures

None.

Item 11. Executive Compensation

EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE

The Summary Compensation Table shows certain compensation information for services rendered in all capacities for the following: clearlyfiscal years ended November 30, 2023 and regularly communicate with management2022. Other than as set forth herein, no executive officer’s salary and technical support colleagues, maintainbonus exceeded $100,000 in any of the applicable years. The following information includes the dollar value of base salaries, bonus awards, the number of stock options granted and improve the performancecertain other compensation, if any, whether paid or deferred.

Summary Compensation

The particulars of existing software, develop and implement new software programs, design and update software database and test the software productscompensation paid to ensure strong functionality and optimization. Ms. Kallidou has the following skills: modifying existing software to detectingpersons:

(a)our principal executive officer;

(b)each of our two most highly compensated executive officers who were serving as executive officers at the end of the fiscal years ended November 30, 2022 and 2023; and

16

Name and Principal Position Year  Stock
Awards
($)
  Option
Awards
($)
  All Other
Compensation
($)
  Total
($)
 
Doug Cole 2022   -   -   -   - 
Executive Chairman, Chief Financial Officer, Former Chief Executive Officer(1) 2023   

-

   

-

   

305,667

   

-

 
                    
Jeffrey W. Talley 2022   -   -   -   - 
President and Chief Executive Officer of U.S. Minerals and Metals, Corporation(2) 2023   

-

   

-

   

-

   

-

 
                    
Ioanna Kallidou 2022   -   -   49,000   49,000

(3)

Former President(3) 2023   -   -   16,500   16,500

(1) On December 11, 2023, Mr. Doug Cole resigned from the President and correcting an errors, improving performance, and upgrading interfaces; consultation with clients regularly regarding projects, proposals, and technical issues that arise during the development process; reports preparation on specifications and activities for each project; well collaboration with other team members to determine the best design specifications and details.


DIRECTOR INDEPENDENCE


Our board of directors is currently composed of one member, and she does not qualify as an independent director in accordance with the published listing requirementsChief Executive Officer roles of the NASDAQ Global Market (the Company, hasbut still maintains his roles as Executive Chairman and Chief Financial Officer.

(2) On December 11, 2023, Mr. Talley, was appointed as President and Chief Executive Officer of the Company.

(3) Consists of a $35,000 salary and $14,000 bonus.

Agreements with Named Executive Officers

M2i and its subsidiaries entered into new agreements or amended existing agreements with its named executive officers. A summary of the compensation provided under such agreement is as follows:

1.On December 1, 2022, Jeffrey W. Talley and U.S. Minerals & Metals Corporation entered into a consulting agreement where Mr. Talley agreed to serve as president and chief executive officer of U.S. Minerals & Metals Corporation until the agreement is terminated. Mr. Talley is entitled to a consulting payment of $41,666.67 per month. His additional bonuses are determined by the Board of Directors.
2.On January 23, 2023, Douglas Cole and U.S. Minerals and Metals Corporation entered into a business development agreement where Mr. Cole agreed to serve as a Senior Strategic and Business Development Advisor for a term of 10 years to U.S. Minerals & Metals Corporation. For his services, Mr. Cole will receive, on January 2, 2024, and on the first business day of each year thereafter until and including the first business day of January 2033, 10,000,000 shares of the U.S. Minerals & Metals Corporation’s common stock, par value $.0001, as they may be adjusted from time to time on account of splits, consolidations, dividends and similar changes in exchange for a purchase price of $1,000.
3.

Pursuant to the Agreement and Plan of Merger, dated as of May 12, 2023, and entered into by and among Inky, Inc. and U.S. M and M Acquisition Corp. and U.S. Minerals and Metals Corp., which is annexed hereto as exhibit 2.01 below, at the time of consummation of the merger, all shares of USMM were simultaneously converted into shares of M2i Global, Inc.’s common stock, and thus, any shares issued by USMM pursuant to the BDA or WSCA, as referenced above are now issued from M2i Global, Inc.

There are no arrangements or plans to list onin which we provide pension, retirement or similar benefits for our executive officers, except that our executive officers may receive stock options at the NASDAQ Global Market). The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of her family members has engaged in various types of business dealings with us.

19


In addition, our board of directors has not made a subjective determination as to our director that no relationships exist which, in the opiniondiscretion of our board of directors, would interfere with the exercisedirectors.

Grants of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by directors and us with regardPlan-Based Awards Table

We did not grant any awards to our director's business and personal activities and relationships as they may relate tonamed executive officers during our management and us.fiscal year ended November 30, 2023.


INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGSCompensation Plans

As of November 30, 2023, we did not have an equity compensation plan in place.

17

 

No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.


Outstanding Equity Awards at Fiscal Year-End

Item 11. Executive Compensation


EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE

The following table sets forth information regardingfor each element of compensation that we paid or awarded to our named executive officers for fiscal years November 30, 2020 and 2019:


 Name and

Principal

Position

Period

Salary

($)

Bonus

($)

Stock

Awards

($)*

Option

Awards

($)*

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

($)

All Other

Compensation

($)

Total

($)

Ioanna Kallidou, President

2019

0

0

0

0

0

0

0

0


2020

0

0

0

0

0

0

0

0


Our sole officer and director has not received monetary compensation since our inception tocertain information concerning the date of this prospectus. We currently do not pay any compensation to any officer or any member of our board of directors.


EMPLOYMENT AGREEMENTS


The Company is not a party to any employment agreement and has no compensation agreement with any officer or director.


DIRECTOR COMPENSATION


The following table sets forth director compensationoutstanding equity awards as of November 30, 2020 and 2019:2023:


Name

Period

Fees

Earned or Paid in Cash

($)

Stock

Awards

($)

Opinion

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

Earnings

($)

All Other

Compensation

($)

  

Total

($)

Ioanna Kallidou, President

2019

0

0

0

0

0

0

0


2020

0

0

0

0

0

0

0


We have not compensated our directors for their service on our BoardOUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDSSTOCK AWARDS
Name

Number of Securities Underlying Unexercised Options

(#)

Exercisable

Number of Securities Underlying Unexercised Options

(#)
Un-exercisable

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options

(#)

Option Exercise Price

($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested

(#)

Market Value of Shares or Units of Stock That Have Not Vested

($)

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested

(#)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

(#)

Doug Cole--$------
Jeffrey W. Talley--$------

Compensation of Directors since our inception. There

The following compensation was provided to the directors of M2i who are no arrangements pursuant to which directors will be compensated innot also named executive officers during the future for any services provided as a director.fiscal year ended November 30, 2023:

Name

Fees

earned
or paid
in cash
($)

Stock

Awards
($)

Option
Awards
($)
(1)
Non-
Equity
Incentive
Plan
Compensation
($)
Nonqualified Deferred Compensation Earnings
($)
All Other Compensation($) Total
($)
Doug Cole------

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


The following table lists,sets forth information as of November 30, 2023 regarding the beneficial ownership of our Common Stock by (i) those persons who are known to us to be the beneficial owner(s) of more than 5% of our Common Stock, (ii) each of our directors and named executive officers, and (iii) all of our directors and executive officers as a group and of our preferred stock. Except as otherwise indicated, the beneficial owners listed in the tables below possess the sole voting and dispositive power in regard to such shares and have an address of c/o M2i Global, Inc. 885 Tahoe Blvd. Incline Village, NV 89451. As of November 30, 2023 there were 588,333,691 shares of our Common Stock outstanding. As of November 30, 2023 there were 100,000 shares of preferred stock issued and outstanding.

18

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of our Common Stock subject to options, warrants, notes or other conversion privileges currently exercisable or convertible, or exercisable within 60 days of the date of this prospectus,table, are deemed outstanding for computing the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5%percentage of the person holding such option, warrant, note, or other convertible instrument but are not deemed outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using "beneficial ownership" concepts underfor computing the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of



the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial ownerpercentage of any security of which that person has a right to acquire beneficial ownership within 60 days.


20



Under the Securities and Exchange Commission rules,other person. Where more than one person may be deemed to behas a beneficial owner ofownership interest in the same securities, and a person may be deemedshares, the sharing of beneficial ownership of these shares is designated in the footnotes to be a beneficial ownerthis table.

Beneficial Ownership of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.Common Stock


Name and Address of Beneficial OwnerAmount and Nature of Beneficial OwnershipPercent of Class
Doug Cole, Executive Chairman and Chief Financial Officer*0(1)*%
Jeffrey W. Talley, President & Chief Executive Officer of U.S. Minerals and Metals Corporation*0(2)*%
Dhruv Gulati*0(3)*%
Alberto Rosende*0(4)*%
Doug Kunnel*1,000,000*%
Directors and Executive Officers as a Group (6 persons)1,000,000*%

*Represents ownership of less than 1%
(1)This does not include 70,000,000 shares of Common Stock beneficially owned by The Cole Family Revocable Trust; and 10,000,000 shares of Common Stock beneficially owned by the Cole Family Trust of 2014 or Mr. Cole’s 100,000 shares of preferred stock. Mr. Cole does not have any control over the trust, including no voting power and no power to dispose of the shares.
(2)This does not include 50,000,000 shares of Common Stock beneficially owned by The Talley Family Revocable Trust. Mr. Talley does not have any control over the trust, including no voting power and no power to dispose of the shares.
(3)This does not include 15,000,000 shares of Common Stock beneficially owned by The Dhruv Gulati 2015 Living Trust.
(4)This does not include 4,000,000 shares of Common Stock beneficially owned by Rosende Quattro LLC of which Mr. Rosende is the managing member.

The percentages below are calculated based on 4,654,200 sharesBeneficial Ownership of our common stock issued and outstanding as of the date of this prospectus. We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.Preferred Stock


  

Title of class

  

  

Name and Address of Beneficial Owner

  

Amount and Nature of Beneficial Ownership

  

Percent of Common Stock

  

Common Stock

  

Ioanna Kallidou

  

4,000,000

  

86%

Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership of Preferred Stock  Percent of Class 
Doug Cole, Executive Chairman and Chief Financial Officer  100,000(1)  100%
Directors and Executive Officers as a Group (1 person)  100,000   100%


(1)Mr. Cole holds 100,000 shares of preferred stock. This does not include 70,000,000 shares of Common Stock beneficially owned by The Cole Family Revocable Trust; and 10,000,000 shares of Common Stock beneficially owned by the Cole Family Trust of 2014. Mr. Cole does not have any control over the trust, including no voting power and no power to dispose of the shares.

19

Item 13. Certain Relationships and Related Transactions and Director Independence


Ms.Certain Relationships and Related Transactions

During May 2023, the Company’s former CEO, Ioanna Kallidou, is consideredforgave liabilities totaling $146,593 consisting of accrued payroll and a related party loan. As a result of the forgiveness, a contribution was recorded to be a promoter, and currently is the only promoter, of Inky, as that term is definedadditional paid in the rules and regulations promulgated under the Securities and Exchange Act of 1933.

On November 29, 2018 the Company issued 4,000,000 shares of common stock to a director for cash proceeds of $4,000 at $0.001 per share.

capital during May 2023. As of November 30, 2020,May 31, 2023, no balances due to Ioanna Kallidou has loaned us $27,545. The loan doeswere outstanding.

Director Independence

We currently do not have any term, carries no interest and is not secured.directors who are “independent” as defined under the NASDAQ Marketplace Rules.

Item 14. Principal Accountant Fees and Services


Turner, Stone & Company, LLP (“Turner Stone”)served as the independent registered public accounting firm to audit our books and accounts for the fiscal year ending November 30, 2023 and Heaton & Company, PLLC dba Pinnacle Accountancy Group of Utah (“Pinnacle”) served as the independent registered public accounting firm to audit our books and accounts for the fiscal year ending November 30, 2022.

The following table sets forthbelow presents the aggregate fees billed to our companyfor professional services rendered by Turner Stone and Pinnacle for the years ended November 30, 20202023 and 20192022.

Fees  2023(1)*  2022(2)
Audit Fees $[   ]  $9,750 
Audit Related Fees  [   ]   - 
Tax Fees  -   - 
Other Fees  -   - 
Total Fees $[   ]  $ 9,750 

*At the time of the filing of this annual report on Form 10-K, the total fees billed for professional services rendered by Heaton & Company, PLLC,Turner Stone have not yet been determined.

(1)Represents aggregate fees charged by Turner Stone for audit of the Company’s financial statements for the fiscal year ended November 30, 2023.
(2)Represents aggregate fees charged by Pinnacle for audit of the Company’s financial statements for the fiscal year ended November 30, 2022.

In the above table, “audit fees” are fees billed for services provided related to the audit of our annual financial statements, quarterly reviews of our interim financial statements, and services normally provided by the independent auditor,accountant in connection with regulatory filings or engagements for those fiscal periods. “Audit-related fees” are fees not included in audit fees that are billed by the independent accountant for assurance and KSP Group, Inc.,related services that are reasonably related to the formerperformance of the audit or review of our financial statements. These audit-related fees also consist of the review of our registration statements filed with the SEC and related services normally provided in connection with regulatory filings or engagements. “All other fees” are fees billed by the independent auditor:accountant for products and services not included in the foregoing categories.


Fees

 

2020

 

 

2019

 

Audit Fees

$

17,000

 

$

12,030

 

Audit Related Fees

 

-

 

 

-

 

Tax Fees

 

-

 

 

-

 

Other Fees

 

-

 

 

-

 

Total Fees

$

17,000

 

$

12,030

 



PART IV


Item 15. Exhibits and Financial Statement Schedules


a)Financial Statements

1)The consolidated financial statements contained herein are as listed on the “Index to Consolidated Financial Statements” on page F-1 of this report.

2)The consolidated financial statement schedule contained herein is as listed on the “Index to Consolidated Financial Statements” on page F-1 of this report. All other schedules have been omitted because they are not applicable, not required, or the information is included in the consolidated financial statements or notes thereto.

20

b)Exhibits

Exhibit NumberDescription

2.01

Agreement and Plan of Merger, dated as of May 12, 2023 and entered into by and among Inky, Inc. and U.S. M and M Acquisition Corp. and U.S. Minerals and Metals Corp. (incorporated by reference to Exhibit No.


Description

2.01 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023)

31.1 

3.1

Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023)

3.2Certificate of Amendment to the Certificate of Incorporation of Inky Inc. dated May 8, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023)
3.3Articles of Merger dated as of May 18, 2023 (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023)
3.4Certificate of Amendment to Articles of Incorporation dated June 8, 2023- Name Change (incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023)
3.5Certificate of Designation of Series A Super-Voting Preferred Stock (incorporated by reference to Exhibit 3.5 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023)
3.6Bylaws (incorporated by reference to Exhibit 3.6 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023)
10.1Consulting Agreement with Jeffrey Talley (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023)
10.2Business Development Agreement with Lyons Capital LLC dated February 23, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023)
10.3Wall Street Conference Business Development Agreement with Lyons Capital LLC dated February 23, 2023 (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023)
10.4Business Development Agreement with Doug Cole dated January 23, 2023 (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023)
14.1Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023)
21.1List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 7, 2023)
31.1*Certification of ChiefPrincipal Executive Officer pursuant to Rules 13a-14(a) and Chief15d-14(a) of the Securities Exchange Act, as amended.
31.2*Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, of 1934 Rule 13a-14(a) or 15d-14(a).as amended.


32.1**



32.1 

CertificationsCertification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Securities Exchange Act, of 1934 Rule 13a-14(b) or 15d-14(b)as amended, and 18 U.S.C. Section 1350,1350.

101.INSInline XBRL Instance Document.
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

Inline XBRL and contained in Exhibit 101).


*Filed herewith.
**Furnished herewith.

Item 16. Form 10-K Summary

None.

21

 

SIGNATURES

21




SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.
Date: April 16, 2024By:/s/ Jeffrey W. Talley

INKYJeffrey W. Talley Chief Executive Officer


Date:   February 2, 2021

By:

/s/ Ioanna Kallidou


Ioanna Kallidou

Chief Executive Officer

(Principal Executive Officer)

In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SignatureTitleDate
/s/ Doug ColeChief Financial Officer and Executive Chairman

April 16, 2024

Doug Cole(Principal Financial and Accounting Officer)



SignatureTitleDate
/s/ Jeffrey W. TalleyChief Executive Officer

April 16, 2024

Jeffrey W. Talley(Principal Executive Officer)

22

M2I GLOBAL, INC.

FINANCIAL STATEMENTS

TABLE OF CONTENTS

Page
Report of Independent Registered Public Accounting Firm (Turner, Stone & Company, LLP, PCAOB ID: 76)F-2
Report of Independent Registered Public Accounting Firm (Heaton & Company, PLLC, PCAOB ID: 6117)F-3
Consolidated Balance Sheets as of November 30, 2023 and 2022F-4
Consolidated Statements of Operations for the years ended November 30, 2023 and 2022F-5
Consolidated Statements of Changes in Stockholders’ (Deficit) Equity as of November 30, 2023 and 2022F-6
Consolidated Statements of Cash Flows for the years ended November 30, 2023 and 2022F-7
Notes to the Consolidated Financial StatementsF-8

F-1

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

M2i Global, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of M2i Global, Inc.(formerly Inky, Inc.) (the “Company”) as of November 30, 2023, and the related consolidated statements of operations, changes in stockholders’ (deficit) equity and cash flows for the year in the period ended November 30, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2023, and the results of its operations and its cash flows for the year in the period ended November 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has limited revenues and incurred recurring losses that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Turner, Stone & Company, L.L.P.

We have served as the Company’s auditor since 2024.

Dallas, Texas

April 16, 2024

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

M2i Global, Inc.

 

Opinion on the Financial Statements

We have audited the accompanying balance sheet of M2i Global, Inc. (the Company) as of November 30, 2022, and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2022, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Consideration of the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has suffered losses and has minimal operations which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

/s/ Pinnacle Accountancy Group of Utah

22



We have served as the Company’s auditor since 2019.

Pinnacle Accountancy Group of Utah

(a dba of Heaton & Company, PLLC)

Farmington, Utah

March 14, 2023

F-3

M2i GLOBAL, INC.

(formerly Inky, Inc.)

CONSOLIDATED BALANCE SHEETS

  

2023

  

2022

 
  

At November 30,

 
  

2023

  

2022

 
       
Assets        
         
Current assets        
Cash $48,197  $114 
Prepaid expenses and other assets  -   13,767 
Total current assets  48,197   13,881 
         
Other assets        
Intangible assets, net  -   111,970 
Total other assets  -   

111,970

 
         
Total assets $48,197  $125,851 
         
Liabilities and Stockholders’ Equity (Deficit)        
         
Current liabilities        
Accounts payable and accrued expenses $237,143  $476 
Accrued payroll - related party  -   49,000 
Convertible note payable, net of discount  250,000   - 
Related party loan  600,000   72,774 
Total current liabilities  1,087,143   122,250 
         
Total liabilities  1,087,143   122,250 
         
Commitments and contingencies      
         
Stockholders’ equity (deficit)        

Preferred stock $.001 par value; authorized 100,000 shares with 100,000 and -0- issued and outstanding at November 30, 2023 and 2022, respectively

  100   - 

Common stock $0.001 par value; authorized 1,000,000,000 shares with 514,333,691 and 7,105,357 shares issued and outstanding at November 30, 2023 and 2022, respectively

  514,334   7,105 
Treasury Stock  (435,000)  - 
Additional paid-in capital  995,541   120,255 
Accumulated deficit  (2,113,921)  (123,759)
         
Total stockholders’ equity (deficit)  (1,038,946)  3,601 
         
Total liabilities and stockholders’ equity (deficit) $48,197  $125,851 

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

F-4

M2i GLOBAL, INC.

(formerly Inky, Inc.)

CONSOLIDATED STATEMENTS OF OPERATIONS

  

November 30,

2023

  

November 30,

2022

 
  For the years ended November 30, 
  

2023

  

2022

 
      
Revenues $3,400  $1,000 
         
Operating expenses        
General and administrative  280,676   67,442 
Legal and professional  

1,586,705

   - 
Amortization  

20,503

   - 
Impairment  

94,952

   - 
Total operating expenses  1,982,836   67,442 
         
Loss from operations  (1,979,436)  (66,442)
         
Other expense        
Interest expense  10,726  - 
Total other expense  

10,726

   - 
         
Net loss $(1,990,162) $(66,442)
         
Loss per share $(0.01) $(0.01)
         
Weighted average shares outstanding - basic  280,869,691   5,097,539 

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

F-5

M2i GLOBAL, INC.

(formerly Inky, Inc.)

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

  Shares  Amount  Shares  Amount  Treasury Stock  Paid in Capital  Accumulated
Deficit
  Equity (Deficit) 
  Preferred Stock  Common Stock     Additional       
  Shares  Amount  Shares  Amount  Treasury Stock  Paid in Capital  Accumulated
Deficit
  

Total
 
                         
Balances, November 30, 2021  -  $-   5,092,023  $5,092  $-  $31,668  $(57,317) $(20,557)
                                 
Issuance of common stock for intangible assets  -   -   2,013,334   2,013   -   88,587   -   90,600 
                                 
Net loss  -   -   -   -   -   -   (66,442)  (66,442)
                                 
Balances, November 30, 2022  -  $-   7,105,357  $7,105  $-  $120,255  $(123,759) $3,601 
Balance, value  -  $-   7,105,357  $7,105  $-  $120,255  $(123,759) $3,601 
                                 
Issuance of shares for cash  100,000   100   507,228,334   507,229   -   728,148   -   1,235,477 
                                 
Purchase of treasury shares  -   -   -   -   (435,000)  -   -   (435,000)
                                 
Contribution from settlement of related party liabilities  -   -   -   -   -   146,593   -   146,593 
                                 
Cash received for shares to be issued  -   -   -   -   -   545   -   545 
                                 
Net loss  -   -   -   -   -   -   (1,990,162)  (1,990,162)
                                 
Balances, November 30, 2023  100,000  $100   514,333,691  $514,334  $(435,000) $995,541  $(2,113,921) $(1,038,946)
Balance, value  100,000  $100   514,333,691  $514,334  $(435,000) $995,541  $(2,113,921) $(1,038,946)

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

F-6

M2i GLOBAL, INC.

(formerly Inky, Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

  

November 30,

2023

  

November 30,

2022

 
  For the years ended November 30, 
  

2023

  

2022

 
       
Operating activities        
Net loss $(1,990,162) $(66,442)
Adjustments to reconcile net loss to net cash used in operating activities:        
Amortization  20,503   - 
Impairment of intangible asset  94,952   - 
Changes in operating assets and liabilities:        
Prepaid expenses and other assets  13,767   5,575 
Accounts payable and accrued expenses  233,182   (1,143)
Accrued payroll - related party  16,500   49,000 
Net cash used in operating activities  (1,611,258)  (13,010)
         
Investing activities        
Purchase of intangible assets  -   (21,370)
Net cash used in investing activities  -   (21,370)
         
Financing activities        
Issuance of shares for cash  1,235,477     
Cash received for shares to be issued  545     
Purchase of treasury shares  (435,000)    
Proceeds from issuance of convertible notes payable  250,000     
Proceeds from related party loan  608,319   34,380 
Net cash provided by financing activities  1,659,341   34,380 
         
Net increase (decrease) in cash $48,083  $- 
Cash - beginning of the year  114   114 
Cash - end of the year $48,197  $114 
         
Cash paid for income taxes $-  $- 
Cash paid for interest $-  $- 
         
Supplemental schedule of non-cash investing and financing activities        
Contribution from settlement of related party liabilities $146,593  $- 
Original issuance discount on convertible note $

20,000

  $

-

 
Common stock issued for intangible assets $-  $90,600 

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

F-7

M2i GLOBAL, INC

(formerly Inky, Inc.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Description of Organization and Business Operations

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

The Company was formerly engaged in developing mobile software applications for smartphones and table devices. During May 2023, the Company became the sole shareholder of U.S. Minerals and Metals Corp., a Nevada corporation (“USMM”) through the issuance of preferred and common shares for cash (Note 9). Concurrently, the Company shifted its operations to specialization in the development and execution of a complete global value supply chain for critical minerals for the U.S. government and U.S. free trade partners. The Company’s vision is to develop and execute a complete global value supply chain for critical minerals for the United States government and certain trading partners of the United States. To implement this vision, the Company intends to operate four key business units as set forth below:

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

Note 2 – Going Concern

The accompanying audited 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 fiscal years ended November 30, 2023 and November 30, 2022. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

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

Note 3 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying 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 pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Principles of Consolidation

The accompanying financial statements include the accounts of the Company, including its wholly owned subsidiary, USMM. Intercompany accounts and transactions have been eliminated in consolidation.

Segment Reporting

The Company operates as a single segment.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid debt 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. The Company’s cash balances may exceed FDIC limits. The Company has not experienced any losses on these accounts and management does not believe that the Company is exposed to any significant risks.

F-8

Intangible Assets

Intangible assets are amortized over their estimated useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Management tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.

Impairment of Long-Lived Assets

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.

Revenue Recognition

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

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

Financial Instruments

The Company’s financial instruments include cash and cash equivalents, receivables, payables, and debt and are accounted for under the provisions of ASC 825. The carrying amount of these financial instruments, with the exception of discounted debt, as reflected in the accompanying consolidated balance sheets approximates fair value.

Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when management assesses that it is probable that a liability has been incurred and the amount can be reasonably estimated.

Income Taxes

In accordance with ASC 740, the Company provides for the recognition of deferred tax assets if realization of such assets is more likely than not. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

In addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes. If the Company has interest or penalties associated with insufficient taxes paid, such expenses are reported in income tax expense.

Debt Issuance Costs

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

Convertible Debt

In accordance with ASC 470 the Company records its convertible notes at the aggregate principal amount, less discount. The discount is amortized over the life of the underlying convertible note. The Company reviews convertible debt for potential bifurcation. At November 30, 2023 and 2022, and for the years then ended, there were no instruments which required bifurcation.

F-9

Basic and Diluted Loss Per Share

ASC 260 requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (“EPS”) computations.

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 year. 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 November 30, 2023 or November 30, 2022.

Treasury Stock

Treasury stock, representing shares of the Company’s common stock that have been reacquired after having been issued, are recorded at cost. Treasury stock are considered issued and outstanding for basic and diluted earnings (loss) per share computations.

Related Party

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

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes, which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

In November 2023, the FASB issued Accounting Standards Update 2023-07 (“ASU 2023-07”), Segment Reporting, which improves reportable segment disclosure requirements. ASU 2023-07 primarily enhances disclosures about significant segment expenses by requiring that a public entity disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss. This ASU also (i) requires that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment, and a description of its composition; (ii) requires that all annual disclosures are provided in the interim periods; (iii) clarifies that if the CODM uses more than one measure of profitability in assessing segment performance and deciding how to allocate resources, that one or more of those measures may be reported; (iv) requires disclosure of the title and position of the CODM and a description of how the reported measures are used by the CODM in assessing segment performance and in deciding how to allocate resources; (v) requires that an entity with a single segment provide all new required disclosures. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application. Early adoption is permitted. The amendments under ASU 2023-07 relate to financial disclosures and its adoption will not have an impact on the Company’s results of operations, financial position or cash flows. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

Subsequent Events

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

Note 4 — Commitments and Contingencies

From 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.

Note 5 — Impairment of Intangible Assets

During the fiscal year ended November 30, 2023, as a result in the shift in the Company’s operations, as described in Note 1, the Company determined its intangible assets were impaired resulting in an impairment expense totaling $94,952.

F-10

Note 6 – Income Taxes

The Company accounts for income taxes under ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts are calculated for income tax purposes. The provision (benefit) for income taxes for the years ended November 30, 2023, and 2022, assumes a statutory 21%, effective tax rate for federal income taxes.

Schedule of Effective Income Tax Rate as A Percentage of Income Before Income Taxes

  2023  2022 
Federal tax statutory rate  21%  21%
Temporary differences  0%  0%
Permanent differences  0%  0%
Valuation Allowance  -21%  -21%
Total  0%  0%

The Company had deferred income tax assets as of November 30, 2023, and 2022, as follows:

Schedule of Components of Deferred Tax Assets

  2023  2022 
Deferred Tax Assets        
Net operating loss carryforwards $444,000  $26,000 
Temporary differences  -  - 
Permanent differences  (1,000)  - 
Valuation allowance  (443,000)  (26,000)
Net deferred tax assets $-  $- 

The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a valuation allowance against the net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred tax assets in the accompanying financial statements. The Company’s net deferred tax asset and valuation allowance increased by $417,000 and $14,000 in the fiscal years ended November 30, 2023, and 2022, respectively.

At November 30, 2023, the Company had approximately $2,108,000 in federal net operating loss carryforwards, substantially all of which are allowed to be carried forward indefinitely and are to be limited to 80% of the taxable income. Pursuant to Internal Revenue Code Section 382, the future utilization of the Company’s net operating loss carryforwards to offset future taxable income may be subject to an annual limitation as a result of ownership changes that may have occurred previously or that could occur in the future.

As of November 30, 2023, the Company had no uncertain tax positions, or interest and penalties, that qualify for either recognition or disclosure in the financial statements. The company is subject to U.S. federal, state, and local income tax examinations by tax authorities. The tax return for the fiscal year ended November 30, 2023, has not yet been filed.

F-11

Note 7 — Related Party Transactions

During May 2023, the Company’s former CEO forgave liabilities totaling $146,593, which consisted of $65,500 in accrued payroll and $81,093 in outstanding loans, which are further detailed in Note 8. As a result of the forgiveness, a contribution was recorded to additional paid in capital. As of November 30, 2023, no balances due to the Company’s former CEO were outstanding.

During the year ended November 30, 2023, the Company repurchased shares from the former CEO, as detailed in Note 9.

Under the terms of a consulting agreement with the Company’s CFO, the Company is obligated to compensate the CFO $43,667 per month, consisting of $41,667 in consulting fees and a $2,000 monthly allowance. During the year ended November 30, 2023, the Company incurred $305,667 in expenses related to the consulting agreement, of which $250,352 was repaid by the Company. At November 30, 2023, $55,315 remained unpaid under the agreement.

The Company has a note payable agreement with the CFO, as further detailed in Note 8.

Note 8 — Debt

Convertible Note Payable

On November 24, 2023, the Company entered into a 10 % convertible note payable agreement with proceeds totaling $250,000, net of an original issuance discount of $20,000. The note, which matures on November 24, 2024, is convertible by the holder at $0.50 per share of common stock for the first six months, then is convertible by the holder at 66% of the lowest traded price of the Company’s common stock for the ten days prior to conversion. The note contains certain default provisions which may increase the balance of the note by up to 150%.

Notes Payable

During the year ended November 30, 2023 and 2022, the Company’s former CEO loaned the Company $8,319 and $34,380, respectively. At November 30, 2022, the loan payable to the Company’s former CEO totaled $72,774. The balance was unsecured, non-interest bearing, and did not have a maturity date. During May 2023, the loans, totaling $81,093, were forgiven as detailed in Note 7.

During the fiscal year ended November 30, 2023, the Company’s CFO loaned the Company $600,000. The loan, which bears interest at 7%, is due on demand.

Note 9 — Stockholders’ Equity (Deficit)

During the fiscal year ended November 30, 2022, and through May 15, 2023, the Company was authorized to issue 75,000,000 shares of common stock with a par value of $0.001.

On May 16, 2023, the Company filed an amendment to the Articles of Incorporation with the State of Nevada to increase the total number of shares authorized to 1,000,100,000, consisting of 1,000,000,000 shares of common stock with a par value of $0.001 and 100,000 shares of Series A Super-Voting Preferred stock with a par value of $0.001. The Series A Super-Voting Preferred stock vote on the basis of 10,000 votes per share. The common stock vote on the basis of 1 vote per share.

Shares Issued for Intangible Assets

During the year ended November 30, 2022, the Company issued 2,013,334 shares of common stock valued at $90,600 for intangible assets. 

Shares Issued for Cash

During the year ended November 30, 2023, the Company exchanged 100,000 shares of Series A Super-Voting Preferred stock and 581,228,334 shares of common stock for proceeds totaling $1,235,477 and all outstanding shares of USMM common stock, out of which 74,000,000 shares of common stock had not been issued at November 30, 2023 by the Company.

As a result of the transaction, USMM became a wholly owned subsidiary of the Company (Note 1). Prior to the merger, USMM had no operations and at the time of the share exchange USMM had no assets or liabilities, other than cash. Accordingly, the transaction was accounted for as an asset acquisition.

Stock Repurchase

During the year ended November 30, 2023, the Company purchased 6,013,334 shares of common stock from the Company’s former CEO for $435,000. This transaction was recorded as Treasury Stock. As of November 30, 2023, the shares have not been retired.

Note 10 — Subsequent Events

Subsequent to November 30, 2023, the Company received $602,320 for the purchase of 24,800,000 shares of common stock.

Subsequent to November 30, 2023, the Company paid $5,000 to a shareholder to repurchase 50,000,000 shares of common stock. 

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