UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington,
WASHINGTON, D.C. 20549
FORM 10-Q
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, May 31, 2023 OR
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________
Commission file numberFile No. 333-229748
M2i GLOBAL, INC. |
(Exact name of registrant as specified in its charter) |
Nevada | 37-1904036 | |
(State or other jurisdiction | (I.R.S. Employer | |
of incorporation or organization) | Identification No.) |
3827 S Carson St.,P.O. Box 40 | ||
Carson City, NV | 89701 | |
(Address of Principal Executive Offices) | (Zip Code) |
(775)909-6000
(Registrant’s telephone number, including area code)
INKY INC.
(Exact name of registrant as specified in its charter)
Ioanna Kallidou,
President and Chief Executive Officer
36 Aigyptou Avenue,, Larnaca,, 6030,, CY
Phone: + 357(Former name, former address and former fiscal year, if changed since last report)-25057246
|
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Office)
Securities registered under Section 12(b) of the Exchange Act: None
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 ☒ No ☐
Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act.
Large accelerated Filer | ||||||
Smaller reporting company | ||||||
Accelerated Filer | ☐ | Emerging growth company | ||||
Non-accelerated Filer | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)13(a) of the SecuritiesExchange Act. [☐
]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ]☐ No [X]☒
StateAPPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer'sissuer’s classes of common equity,stock, as of the latest practicable date: commondate. The number of shares issued andof Common Stock, par value $0.001 per share, outstanding as of April 12, 2023.July 21, 2023 was .
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
None | N/A | N/A |
INKYM2i GLOBAL, INC.
FORM 10-Q
Quarterly Period Ended February 28, 2023Index
TABLE OF CONTENTS
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Special Note Regarding Forward—Looking Statements
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,”, “approximate” or “continue”, or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
Financial information contained in this quarterly report and in our unaudited interim condensed financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
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PART I -1 — FINANCIAL INFORMATION
The accompanying interim condensed financial statements ofITEM 1. FINANCIAL STATEMENTS
M2i GLOBAL, INC.
(formerly Inky, (“the Company,” “we,” “us” or “our”Inc.), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations. The interim financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements.
CONDENSED CONSOLIDATED BALANCE SHEET
In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.(Unaudited)
May 31, 2023 | November 30, 2022 | |||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and equivalents | $ | 308,225 | $ | 114 | ||||
Prepaids and other current assets | - | 13,767 | ||||||
Total current assets | 308,225 | 13,881 | ||||||
Intangible assets | - | 111,970 | ||||||
TOTAL ASSETS | $ | 308,225 | $ | 125,851 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts payable and accrued expenses | $ | 182,334 | $ | 476 | ||||
Accrued payroll - related party | - | 49,000 | ||||||
Related party loan | - | 72,774 | ||||||
Total current liabilities | 182,334 | 122,250 | ||||||
LONG TERM LIABILITIES | ||||||||
Loans payable | - | - | ||||||
Total long term liabilities | - | - | ||||||
Total Liabilities | 182,334 | 122,250 | ||||||
STOCKHOLDERS’ EQUITY | ||||||||
Preferred stock, | shares authorized, $ par value, and - - shares issued and outstanding, respectively100 | - | ||||||
Common stock, | shares authorized, $ par value, and shares issued and outstanding, respectively514,334 | 7,105 | ||||||
Subscription receivable | (287,648 | ) | - | |||||
Treasury stock | (435,000 | ) | - | |||||
Additional paid in capital | 1,024,995 | 120,255 | ||||||
Accumulated deficit | (690,890 | ) | (123,759 | ) | ||||
Total Stockholders’ Equity | 125,891 | 3,601 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 308,225 | $ | 125,851 |
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INKY
CONDENSED BALANCE SHEETS
(Unaudited)
| As of February 28, 2023 | As of November 30, 2022 | ||
ASSETS | ||||
CURRENT ASSETS | ||||
Cash and cash equivalent | $ | 114 | $ | 114 |
Prepaid expenses | 13,567 | 13,767 | ||
Total Current Assets | 13,681 | 13,881 | ||
Intangible Assets | 104,272 | 111,970 | ||
TOTAL ASSETS | $ | 117,953 | $ | 125,851 |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||
LIABILITIES | ||||
Current Liabilities | ||||
Accounts payable | $ | 1,093 | $ | 476 |
Accrued payroll - related party | 65,500 | 49,000 | ||
Related-party loan | 75,750 | 72,774 | ||
Total Current Liabilities | 142,343 | 122,250 | ||
Total Liabilities | 142,343 | 122,250 | ||
STOCKHOLDERS’ DEFICIT | ||||
Common stock, $ par value, shares authorized;and shares issued and outstanding as of February 28, 2023 and November 30, 2022 , respectively | 7,105 | 7,105 | ||
Additional paid-in capital | 120,255 | 120,255 | ||
Accumulated deficit | (151,750) | (123,759) | ||
Total stockholders’ deficit | (24,390) | 3,601 | ||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 117,953 | $ | 125,851 |
The accompanying notes are an integral part of these unaudited condensed unauditedconsolidated financial statements.statements
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INKY
M2i GLOBAL, INC.
(formerly Inky, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)(unaudited)
For the three months ended February 28, 2023 | For the three months ended February 28, 2022 | |||
INCOME | ||||
Sales | $ | 3,400 | $ | - |
Total income | 3,400 | - | ||
Cost of goods sold | - | - | ||
Gross (Loss) profit | 3,400 | - | ||
EXPENSES | ||||
General and administrative expenses | $ | 31,391 | $ | 11,501 |
Total expenses | 31,391 | 11,501 | ||
INCOME (LOSS) BEFORE TAX PROVISION | $ | (27,991) | $ | (11,501) |
INCOME TAX EXPENSE | - | - | ||
NET LOSS | $ | (27,991) | $ | (11,501) |
WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED | 7,105,357 | 5,092,023 | ||
BASIC AND DILUTED NET LOSS PER SHARE | $ | (0.00) | $ | (0.00) |
May 31, 2023 | May 31, 2022 | May 31, 2023 | May 31, 2022 | |||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
May 31, 2023 | May 31, 2022 | May 31, 2023 | May 31, 2022 | |||||||||||||
REVENUE | $ | - | $ | - | $ | 3,400 | $ | - | ||||||||
OPERATING EXPENSES | ||||||||||||||||
General and administrative | 444,074 | 12,770 | 475,465 | 24,271 | ||||||||||||
Total Operating Expenses | 444,074 | 12,770 | 475,465 | 24,271 | ||||||||||||
Loss from Operations | (444,074 | ) | (12,770 | ) | (472,065 | ) | (24,271 | ) | ||||||||
OTHER INCOME (EXPENSE) | ||||||||||||||||
Impairment of assets | (94,952 | ) | - | (94,952 | ) | - | ||||||||||
Other expense | (114 | ) | - | (114 | ) | - | ||||||||||
Loss before Income Taxes | (539,140 | ) | (12,770 | ) | (567,131 | ) | (24,271 | ) | ||||||||
Income tax expense | - | - | - | - | ||||||||||||
Net Loss | $ | (539,140 | ) | $ | (12,770 | ) | $ | (567,131 | ) | $ | (24,271 | ) | ||||
Net loss per share - basic | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.00 | ) | ||||
Weighted average shares outstanding - basic | 89,805,629 | 5,092,023 | 48,909,890 | 5,092,023 |
The accompanying notes are an integral part of these unaudited condensed unauditedconsolidated financial statements.statements
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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)
| Common stock | Additional paid-in capital | Accumulated deficit | Total stockholders’ deficit | ||||||
Shares | Amount | |||||||||
Balance, November 30, 2021 | 5,092,023 | $ | 5,092 | $ | 31,668 | $ | (57,317) | $ | (20,557) | |
Net income (loss) | - | - | - | (11,501) | (11,501) | |||||
Balance, February 28, 2022 | 5,092,023 | $ | 5,092 | $ | 31,668 | $ | (68,818) | $ | (32,058) | |
Balance, November 30, 2022 | 7,105,357 | $ | 7,105 | $ | 120,255 | $ | (123,759) | $ | 3,601 | |
Net income (loss) | - | - | - | (27,991) | (27,991) | |||||
Balance, February 28, 2023 | 7,105,357 | $ | 7,105 | $ | 120,255 | $ | (151,750) | $ | (24,390) | |
Total | ||||||||||||||||||||||||||||||||||||
Preferred Shares | Common Shares | Subscription | Treasury | Additional Paid in | Accumulated | Stockholders’ Equity | ||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Receivable | Stock | Capital | Deficit | (Deficit) | ||||||||||||||||||||||||||||
Balance at November 30, 2022 | - | $ | - | 7,105,357 | $ | 7,105 | $ | - | $ | - | $ | 120,255 | $ | (123,759 | ) | $ | 3,601 | |||||||||||||||||||
Net loss | - | - | - | - | - | - | - | (27,991 | ) | (27,991 | ) | |||||||||||||||||||||||||
Balance at February 28, 2023 | - | $ | - | 7,105,357 | $ | 7,105 | $ | - | $ | - | $ | 120,255 | $ | (151,750 | ) | $ | (24,390 | ) | ||||||||||||||||||
Shares issued for cash | 100,000 | 100 | 507,228,334 | 507,229 | (287,648 | ) | - | 758,147 | - | 977,828 | ||||||||||||||||||||||||||
Purchase of treasury shares | - | - | - | - | - | (435,000 | ) | - | - | (435,000 | ) | |||||||||||||||||||||||||
Contribution from settlement of related party liabilities | - | - | - | - | - | - | 146,593 | - | 146,593 | |||||||||||||||||||||||||||
Net loss | - | - | - | - | - | - | - | (539,140 | ) | (539,140 | ) | |||||||||||||||||||||||||
Balance at May 31, 2023 | 100,000 | $ | 100 | 514,333,691 | $ | 514,334 | $ | (287,648 | ) | $ | (435,000 | ) | $ | 1,024,995 | $ | (690,890 | ) | $ | 125,891 | |||||||||||||||||
Balance at November 30, 2021 | - | $ | - | 5,092,023 | $ | 5,092 | $ | - | $ | - | $ | 31,668 | $ | (57,317 | ) | $ | (20,557 | ) | ||||||||||||||||||
Net loss | - | - | - | - | - | - | - | (11,501 | ) | (11,501 | ) | |||||||||||||||||||||||||
Balance at February 28, 2022 | - | $ | - | 5,092,023 | $ | 5,092 | $ | - | $ | - | $ | 31,668 | $ | (68,818 | ) | $ | (32,058 | ) | ||||||||||||||||||
Balance , | - | $ | - | 5,092,023 | $ | 5,092 | $ | - | $ | - | $ | 31,668 | $ | (68,818 | ) | $ | (32,058 | ) | ||||||||||||||||||
Net loss | - | - | - | - | - | - | - | (12,770 | ) | (12,770 | ) | |||||||||||||||||||||||||
Balance at May 31, 2022 | - | $ | - | 5,092,023 | $ | 5,092 | $ | - | $ | - | $ | 31,668 | $ | (81,588 | ) | $ | (44,828 | ) | ||||||||||||||||||
Balance , | - | $ | - | 5,092,023 | $ | 5,092 | $ | - | $ | - | $ | 31,668 | $ | (81,588 | ) | $ | (44,828 | ) |
The accompanying notes are an integral part of these unaudited condensed unauditedconsolidated financial statements.
statements
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INKY
M2i GLOBAL, INC.
(formerly Inky, Inc.)
CONDENSED STATEMENTSCONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
May 31, 2023 | May 31, 2022 | |||||||
Six Months Ended | ||||||||
May 31, 2023 | May 31, 2022 | |||||||
Cash flows from operating activities | ||||||||
Net loss | $ | (567,131 | ) | $ | (24,271 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation and amortization | 20,503 | - | ||||||
Impairment of assets | 94,952 | - | ||||||
Write off assets | 114 | - | ||||||
Changes in operating assets and liabilities | ||||||||
Prepaid expenses | 13,767 | 488 | ||||||
Accounts payable and accrued expenses | 186,578 | 1,164 | ||||||
Accrued payroll - related party | 16,500 | 21,000 | ||||||
Net cash used in operating activities | (234,717 | ) | (1,619 | ) | ||||
Cash flows from financing activities | ||||||||
Proceeds from the issuance stock | 977,828 | - | ||||||
Treasury repurchase | (435,000 | ) | - | |||||
Related party loan | - | 1,619 | ||||||
Net cash provided by financing activities | 542,828 | 1,619 | ||||||
Net increase (decrease) in cash | 308,111 | - | ||||||
Cash, beginning of period | 114 | 114 | ||||||
Cash, end of period | $ | 308,225 | $ | 114 | ||||
Supplemental Information: | ||||||||
Cash paid for: | ||||||||
Taxes | $ | - | $ | - | ||||
Interest Expense | $ | - | $ | - | ||||
Non-Cash Investing and Financing Activities | ||||||||
Contribution from settlement of related party liabilities | $ | 146,593 | $ | - |
For the three months ended February 28, 2023 | For the three months ended February 28, 2022 | |||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net (loss) | $ | (27,991) | $ | (11,501) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Amortization expense | 11,183 | - | ||
Changes in operating assets and liabilities: | ||||
Decrease in prepaid expenses | 200 | 325 | ||
Increase in accrued payroll – related party | 16,500 | 10,500 | ||
Increase (decrease) in accounts payable | 617 | (943) | ||
Net cash flows provided by (used in) operating activities | $ | 509 | $ | (1,619) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Website development costs | (3,485) | - | ||
Net cash flows used in investing activities | $ | (3,485) | $ | - |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Related-party loan | 2,976 | 1,619 | ||
Net cash flows provided by financing activities | $ | 2,976 | $ | 1,619 |
NET INCREASE (DECREASE) IN CASH | $ | - | $ | - |
CASH, BEGINNING OF PERIOD | $ | 114 | $ | 114 |
CASH, END OF PERIOD | $ | 114 | $ | 114 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Cash paid for interest | $ | - | $ | - |
Cash paid for income tax | $ | - | $ | - |
The accompanying notes are an integral part of these unaudited condensed unauditedconsolidated financial statements.statements
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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:
● | M2i Trading: an integrated business platform facilitating the buying and selling of minerals and metals as commodities; | |
● | 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 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.
results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
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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.)
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.
8 |
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 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.
operations.
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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 and 7,105,357 shares of common stock, par value $ 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 , consisting of shares of common stock having a par value of $ per share and shares of Series A Super-Voting Preferred stock having a par value of $ .
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 outstanding shares of common stock in exchange for proceeds totaling $1,265,476, including $287,648 in subscriptions receivable. shares of Series A Super-Voting Preferred stock and
During May 2023, the Company purchased 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.
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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:
As of February 28, 2023 | As of November 30, 2022 | ||||
API with the Base | $ | 8,000 | $ | 8,000 | |
Database | 5,300 | 5,300 | |||
Prepaid business license fees | 267 | 467 | |||
Total prepaid expenses | $ | 13,567 | $ | 13,767 |
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.
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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:
● | M2i Trading: an integrated business platform facilitating the buying and selling of minerals and metals as commodities; | |
● | 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. |
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.
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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.
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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.
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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:
● | We do not have an audit committee | |
● | We did not implement appropriate information technology controls |
Management plans to address these material weaknesses in the coming quarters.
In our annual report for the year ended November 30, 2022, we identified the following material weaknesses which are no longer applicable:
● | We did not maintain appropriate cash controls – the handling of cash and accounting functions have been segregated and bills require management approval prior to payment. | |
● | The Company lacks segregation of duties – beginning in May 2023, the Company began to improve internal controls by hiring additional resources to ensure appropriate review and oversight. |
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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.
There is no other information required to be disclosed under this item that has not previously been reported.
Item 6. Exhibits.
No. |
* A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
M2i Global, Inc. (Registrant) | ||
/s/ | ||
Chief Executive Officer (Principal Executive Officer) | ||
M2i Global, Inc.
| ||
Dated: July 21, 2023 | /s/ Doug Cole | |
Doug Cole Chief Financial Officer (Principal Financial |
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