5

INKY

CONDENSED BALANCE SHEETS

(Unaudited)

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

INKY

M2i GLOBAL, INC.

(formerly Inky, Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)(unaudited)

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

INKYM2i GLOBAL, INC.

(formerly Inky, Inc.)

CONDENSED STATEMENTSCONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICITEQUITY (DEFICIT)

For the Three Months Ended February 28, 2023 and 2022(Unaudited)

(Unaudited)

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

INKY

M2i GLOBAL, INC.

(formerly Inky, Inc.)

CONDENSED STATEMENTSCONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

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

9

INKYM2i GLOBAL, INC

(formerly Inky, Inc.)

NOTES TO THE UNAUDITED CONDENSED UNAUDITEDCONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 28, 2023

Note 1 — Description of Organization and Business Operations

Inky is a startup corporation, registered under the laws

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 (“we,” “us,” or the “Company”) plans to develop, publish and marketCompany was formerly engaged in developing mobile software applicationapplications for smartphones and tablet devicestable devices. During May 2023, the Company became the sole shareholder of U.S. Minerals and Metals Corp., a Nevada corporation (“Apps”USMM”). It is an ‘augmented reality’ (AR) app aiming through the issuance of preferred and common shares for cash. Concurrently, the Company shifted its operations to help users decide whatspecialization in the development and where to ink without having to regretexecution of a complete global value supply chain for critical minerals for the tattoo after the fact. The app includes a selection of tattoo sketches by different artists that can be virtually placed via smartphone-powered AR. A user gets to try on a virtual tattoo on their body in real-time.

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

U.S. government and U.S. free trade partners. The Company’s functionalvision is to develop and reporting currency isexecute a complete global value supply chain for critical minerals for the U.S. dollar.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:

Note 2 – Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. As a startup company, theThe Company had limited revenues and incurred losses as of February 28,during the period ended May 31, 2023. 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.year ended November 30, 2022. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management anticipates that the Company willmay be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself soIt is anticipated that itrevenues will be able to raise additional funds throughforthcoming within the capital markets. In lightthird or fourth quarters of management’s efforts, therethe 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 unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the rulesUnited States of America (“U.S. GAAP”) and regulationsthe interim reporting rules of the Securities and Exchange Commission (the "SEC"(“SEC”), including the instructions to Form 10-Q and Regulation S-X.. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"),GAAP, have been condensed or omitted from these statements pursuant to such rules and regulationsregulation and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with ourthe audited financial statements includedand notes thereto contained in ourthe Company’s latest Annual Report filed with the SEC on Form 10-K for the year ended November 30, 2022.

10-K. In the opinion of management, all adjustments, (consistingconsisting of normal accruals) consideredrecurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been included.reflected herein. The Company’s year-end is November 30.

INKYPrinciples of Consolidation

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

For the three months ended February 28, 2023

Note 3 — Summary of Significant Accounting Policies (cont.)

Net Income (Loss) Per Common Share

The Company complies with accounting and disclosure requirementsaccompanying financial statements include the accounts 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 February 28, 2023 and 2022, the Company, did notincluding its wholly owned subsidiary, USMM. Intercompany accounts and transactions have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then sharebeen eliminated 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.consolidation.

Use of Estimates

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

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments and other short-term investments with the original maturitiesmaturity of three months or less, when purchased, to be cash equivalents. The Company had $There were 114no of cash and cash equivalents as of February 28,May 31, 2023 ($114 as ofand November 30, 2022).2022.

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. At May 31, 2023, approximately $58,000 of the Company’s cash balances were in excess of 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.

Impairment Assessment

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

The Company evaluates and tests the recoverability of its goodwill for impairment at least annually during its fourth quarter of each fiscal year or more often if and when circumstances indicate that goodwill may not be recoverable.

During the period ended May 31, 2023, as a result in the shift in the Company’s operations, the Company determined its intangible assets, prepaid expenses and other current assets were impaired resulting in an impairment expense totaling $94,952.

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

The Company follows the asset and liability method of accounting for income taxes under

In accordance with FASB ASC Topic 740, “Income Taxes.Taxes,” the Company provides for the recognition of deferred tax assets if realization of such assets is more likely than not. Deferred income tax assets and liabilities are recognizedcomputed for the estimated future tax consequences attributable to differences between the financial statements carrying amountsstatement and tax basis of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured usingthat will result in taxable or deductible amounts in the future based on enacted tax laws and rates expectedapplicable to apply to taxable income in the yearsperiods in which those temporarythe 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.affect taxable income. 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 Income tax expense is the tax payable or refundable for the financial statement recognitionperiod plus or minus the change during the period in deferred tax assets and measurementliabilities.

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 tax return. For those benefits“more likely than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be recognized, aperformed for all open tax position must be more likely than not to be sustained upon examinationyears, as defined by taxing authorities. There were no unrecognized tax benefits asthe various statutes of February 28, 2023. Thelimitations, for federal and state purposes. If the Company recognizes accruedhas interest andor penalties related to unrecognized tax benefits asassociated with insufficient taxes paid, such expenses are reported in income tax expense. As

Basic and Diluted Loss Per Share

Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of February 28, 2023, and November 30, 2022, no amountscommon shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been accrued foroutstanding if the paymentpotential common shares had been issued and if the additional common shares were dilutive.

The Company had no additional dilutive securities outstanding at May 31, 2023 or May 31, 2022.

Recently Issued Accounting Standards

During the period ended May 31, 2023, there were several new accounting pronouncements issued by the FASB. Each of interestthese pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial statements.

Note 4 — Commitments and penalties.Contingencies

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

INKY

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

For the three months ended February 28, 2023

Note 35 — Summary of Significant Accounting Policies (cont.)

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 incurred be expensed until 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 Company’s financial statements.

Note 4 – Stockholders’ Equity

Upon formation

At fiscal year ended November 30, 2022, the total number of shares of all classes of stock which the Company iswas authorized to issue is Seventy-Five Million (75,000,000) shares of Common Stock, par value $0.001 per share.

There werewas 7,105,35775,000,000 and 7,105,357 shares of common stock, par value $0.001 per share.

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 issue to 1,000,100,000, consisting of 1,000,000,000 shares of common stock having a par value of $0.001 per share and 100,000 shares of Series A Super-Voting Preferred stock having a par value of $0.001.

The Series A Super-Voting Preferred stock vote on the basis of 10,000 votes per share. Common stock vote on the basis of 1 vote per share.

During May 2023, the Company issued 100,000 shares of Series A Super-Voting Preferred stock and outstanding507,228,334 shares of common stock in exchange for proceeds totaling $1,265,476, including $287,648 in subscriptions receivable.

During May 2023, the Company purchased 6,013,334 shares of common stock from Ioanna Kallidou for $435,000. The shares were recorded as of February 28, 2023, and November 30, 2022, respectively.Treasury Stock at May 31, 2023.

Note 56 — Related Party Transactions

During the three months period ended February 28,May 2023, and 2022, the Company’s director loanedformer CEO, Ioanna Kallidou, forgave liabilities totaling $146,593 consisting of accrued payroll and a related party loan. As a result of the forgiveness, a contribution was recorded to the Company $2,976 and $1,619, respectively. 

additional paid in capital during May 2023. As of February 28,May 31, 2023, and November 30, 2022, our sole director has a total outstanding balance of $75,750 and $72,774, respectively. This loan is unsecured, non-interest bearing andno balances due on demand.

As of February 28, 2023 and November 30, 2022, the payroll liability to our sole director was $65,500 and $49,000, respectively.

12

INKY

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

For the three months ended February 28, 2023

Note 6 — Prepaid Expenses

As of February 28, 2023 and November 30, 2022, the prepaid balance was as follows:

Note 7 – Intangible AssetsIoanna Kallidou were outstanding.

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. The Company amortizes these costs using the straight-line method over the three years.

During the year ended November 30, 2022, the Company acquired software for $100,000. As of February 28, 2023, the Company capitalized software costs of $4,055. Amortization expense of software costs was $8,333 as of February 28, 2023.

As of February 23, 2023 the Company capitalized website development costs of $11,400. Amortization expense of acquired software was $2,850 as of February 28, 2023.

Note 8 –7 — Subsequent Events

The Company has evaluated all subsequent events after May 31, 2023, in accordance with FASB ASC 855 Subsequent Events, through the date whenof the issuance of these financial statements were issued to determine if they must be reported.  The Companyand has determined that there werehave been no reportable subsequent events to disclose in these financial statements.for which disclosure is required.

OverviewItem 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

Overview

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

The Company (“we,” “us,” or the “Company”) iswas formerly engaged in developing tattoo projects. Inkymobile software applications for smartphones and table devices. During May 2023, the Company became the sole shareholder of U.S. Minerals and Metals Corp., a Nevada corporation (“USMM”) through the issuance of preferred and common shares for cash. Concurrently, the Company shifted its operations to specialization in the development and execution of a complete global value supply chain for critical minerals for the U.S. government and U.S. free trade partners. The Company’s vision is developingto develop and execute a service with an artificial intelligence thatcomplete 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:

Recently Issued Accounting Pronouncements

During the period ended May 31, 2023, and through July 21, 2023, there were several new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”). Each of these pronouncements, as applicable, has been or will createbe adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a unique tattoo design and online platformmaterial impact on the Company’s financial statements.

All other new accounting pronouncements issued but not yet effective or adopted have been deemed not to connect and inspire tattoo artists and clientsbe relevant to us, hence are not expected to have any impact once adopted.

Summary of Significant Accounting Policies

There have been no changes to the Summary of Significant Accounting Policies described in our Annual Report on Form 10-K filed with the objectiveSecurities and Exchange Commission on March 15, 2023.

Liquidity and Capital Resources

At May 31, 2023, the Company had a cash balance of simplifying and enhancing$308,225, as compared to a cash balance of $114 at November 30, 2022. The Company incurred negative cash flow from operations of $234,717 for the experience for clients when choosing a tattoo design and finding an appropriate artist.

In November 2022, Inky Inc. launched an online platform with a global reach, providing an effortless experience for individuals interestedperiod ended May 31, 2023, as compared to negative cash flow from operations of $1,619 in the artcomparable prior year period. The increase in negative cash flow from operations was primarily the result of tattoos. The platform facilitatesincreased travel and professional fees during the processcurrent period as the Company shifted its focus and prepared to ramp up operations. Cash flows from financing activities during the period ended May 31, 2023, totaled $542,828 and were the result of finding an ideal tattoo design$977,828 in proceeds from the issuance of stock and suitable artist$435,000 in payments for clients, while also aiding tattoo artists in locating potential clients. The overall aimthe purchase of treasury shares. Going forward, the platform isCompany expects capital expenditures to streamline and expedite the process of finding a tattoo artist and design, creating an enjoyable experience for both parties involved. We have made the search process much simpler and more convenient by means of our website https://inky.live.

increase significantly as operations are expanded pursuant to its current growth plans. The Company has launched an online platform that targets an international audience. The platform was developedanticipates the requirement to streamline this process by creating an interactive service that connects clients with tattoo artists, focusing on facilitating a seamless experience for both parties, thereby bringing a positive changeraise significant debt or equity capital in order to the industry. The platform has an extensive database of tattoo artists, providing them with an additional advertising space to showcase their work and attract potential clients.fund future operations.

Inky Inc. has introduced a subscription-based service that provides users with access to AI-generated tattoo ideas. As of November 30, 2022, we managed to generate the first income based on selling access to the API (Application Programming Interface), which has become the primary source of revenue for company. This feature allows customers to obtain personalized tattoo designs, saving them time and effort in selecting a design. The company has observed a positive trend in project development and an increase in income generation. The AI-powered service also benefits tattoo artists, who can use it to explore new styles and enhance their skills. By analyzing customer preferences and generating unique designs, Inky Inc.'s AI-powered service provides tattoo artists with a valuable tool for expanding their creative horizons.

As of February 28, 2023 after Inky Inc. has launched all the aforementioned updates, the service works successfully and attracts new users. The total asset during the year has increased by $98,822 from $19,131 as on February 28, 2022 to $117,953 as on February 28, 2023.

We were previously considered a shell company as defined by Rule 405 of the Securities Act of 1933, as amended. However, during the year ended November 30, 2021, we ceased to be a shell company as we have significantly increased our business activities and assets and have met the criteria set forth in Rule 144(i)(1) under the Securities Act. As a result, we are now considered a non-shell company. We have updated our filings with the SEC to reflect this change in status.

14

Sales, Marketing and Distribution

We plan that the main source of income for INKY will be monetization from the sale of API for generating tattoo ideas. We are interested in increasing website traffic by increasing the number of users which will lead also to great popularity and high demand. Moreover, we plan to attract additional promotional tools that we believe will actively help us develop and bring additional income.

Competition

Developing and distributing API is a highly competitive business, characterized by frequent use. API simplifies the programming process when building applications by abstracting away the underlying implementation and providing only the objects or actions that the developer needs. If a GUI for an email client can provide the user with a button that will go through all the steps to fetch and highlight new emails, then the File I/O API can give the developer a function that copies a file from one location to another without requiring the developer to understand file operations, systems happening behind the scenes.

With respect to competing for consumers of our app, we will compete primarily based on API quality 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 advantage for the time being and allow us to make quick product development to take advantage of consumer preferences at a particular point in time.

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 these areas are likely to be passed in the future, which could result in significant limitations on or changes to the ways in which we can collect, use, host, store or transmit the personal information 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.

Employees

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

15

Results of Operations for

Comparison of the Three Months Ended February 28,May 31, 2023 and 2022:2022

DuringFor the three months ended February 28,May 31, 2023 and 2022, we generated total revenue of $3,400 and $0.the Company’s revenues totaled $0, respectively. We anticipate the Company’s revenues in upcoming quarters may increase significantly as management attempts to implement the Company’s new business model.

The increase in revenue forFor the three months ended February 28,May 31, 2023, our operating expenses increased to $444,073 compared to $12,770 for the three months to February 28, 2022 is due tocomparable period in 2022. The increase of $431,304, or 3,377%, was primarily driven by travel and professional fees associated with the fact that the Company received revenue from API rent.

Totalshift in strategic focus and preparations for increased operations. We anticipate future operating expenses forto increase with the expansion of operations, resulting in increased expenses related to compensation and professional fees.

For the three months ended February 28,May 31, 2023, other expenses totaled $95,066, compared to $0 in the comparable period in 2022. This increase in other expenses was primarily driven by impairment expenses in the current period. We anticipate our other expenses may increase as the Company could incur financing costs related to the expansion of its operations.

Comparison of the Six Months Ended May 31, 2023 and 2022 were $31,391 and $11,501.

The increase in operating expenses forFor the threesix months ended February 28, 2023 compared to the three months ended February 28, 2022 is due to an increase in amortization expense.

Our net loss for the three-month period ended February 28,May 31, 2023 and 2022, the Company’s revenues totaled $0 and $3,400, respectively. We anticipate the Company’s revenues in upcoming quarters may increase significantly as management attempts to implement the Company’s new business model.

For the six months ended May 31, 2023, our operating expenses increased to $475,465 compared to $24,271 for the comparable period in 2022. The increase of $451,194, or 1,859%, was $27,991primarily driven by travel and $11,501 respectively.professional fees associated with the shift in strategic focus and preparations for increased operations. We anticipate future operating expenses to increase with the expansion of operations, resulting in increased expenses related to compensation and professional fees.

For the six months ended May 31, 2023, other expenses totaled $95,066, compared to $0 in the comparable period in 2022. This was due to an increase in payroll expense.

Liquidity and Capital Resources

As of February 28, 2023,other expenses was primarily driven by impairment expenses in the current period. We anticipate our other expenses may increase as the Company had cashcould incur financing costs related to the expansion of $114 ($114 as of November 30, 2022). Furthermore, the Company had a working capital deficit of $128,662 ($108,369 as of November 30, 2022).

its operations.

Net cash flows provided by operating activities for the three months ended February 28, 2023 were $509 which consisted of a net loss of $27,991, an increase in amortization expense of $11,183, a decrease in prepaid expenses of $200, an increase in accrued payroll-related party of $16,500 and an increase in accounts payable of $617. Net cash flows used in operating activities for the three months ended February 28, 2022 were $1,619 which consisted of a net loss of $11,501, decrease in prepaid expenses of $325, increase in accrued payroll-related pary of $10,500 and a decrease in accounts payable of $943.

Off Balance Sheet Arrangements

Net cash flows used in investing activities for the three months ended February 28, 2023 were $3,485 which consisted of website development costs of $3,485. There were no investing activities for the three months ended February 28, 2022.

Net cash flows provided by financing activities for the three months ended February 28, 2023, consisted of related-party loans of $2,976. Net cash flows provided by financing activities for the three months ended February 28, 2022, consisted of related-party loans of $1,619.

Off-Balance Sheet Arrangements

As of February 28, 2023, we didWe do not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations liquidity, capital expenditures or capital resources.arrangements.

Limited Operating History and Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have generated limited revenues. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

16

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Not Applicable.Item 3. Qualitative and Quantitative Disclosures about Market Risk.

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and ProceduresProcedures:

WeOur management carried out an evaluation as of February 28, 2023, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, who are one and the same, of the effectiveness and design and operation of our disclosure controls and procedures (asas defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act Rules 13a–15(f) and 15d–15(e))of 1934, as amended (the Exchange Act). Based uponon that evaluation, our principal executive officer and principal financial officerChief Executive Officer has concluded that, as of the end of the period covered in this report, ourat May 31, 2023, such disclosure controls and procedures were not effectiveeffective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management including our principal executive officerChief Executive Officer and principal financial officer,Interim Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Controls: Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Our Chief Executive Officer has concluded, based on their evaluation as of the end of the period covered by this Quarterly Report that our disclosure controls and procedures were not sufficiently effective to provide reasonable assurance that the objectives of our disclosure control system were met.

Changes in Internal Control over Financial Reporting

There werehave been no changes in our internal controlcontrols over financial reporting that occurred during our most recent quarterthe period ended May 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

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

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

PART II.II – OTHER INFORMATION

During the period ending February 28, 2023, there were no pending or threatened legal actions against us.Item 1. Legal Proceedings.

None.

AsItem 1A. Risk Factors.

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

Not Applicable.Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the period ended May 31, 2023, we sold 100,000 shares of preferred stock and 507,228,334 shares of common stock for proceeds totaling $1,265,476, of which $977,828 had been received as of May 31, 2023. Each of the purchasers of the shares represented to the Company that such purchaser is an “accredited investor” for purposes of Rule 501 of Regulation D.

Not Applicable.Item 3. Defaults upon Senior Securities.

17None.

Item 4. Mine Safety Disclosures.

Not Applicable.applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

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

SIGNATURES

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

18