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SUBSEQUENT EVENTS
9 Months Ended 12 Months Ended
Sep. 30, 2025
Aug. 31, 2025
Dec. 31, 2024
Nov. 30, 2024
Subsequent Event [Line Items]        
SUBSEQUENT EVENTS

NOTE 18 – SUBSEQUENT EVENTS

 

On October 16, 2025, pursuant to the Securities Purchase Agreement the Company issued a fourth tranche convertible note in the principal amount of $2.2 million for a purchase price of $2.0 million, representing an original issue discount of ten percent (10%), and matures on October 16, 2026.

 

On October 1, 2025, the Company entered into a Fourth Amendment (the “Amendment”) to Aircraft Management Services Agreement (as amended the “Agreement”) with flyExclusive to bring the Agreement in line with Company’s anticipated shift in operations, new business directives, and to better accommodate the proposed Merger with M2i. The Amendment (i) modifies the term of the Agreement; (ii) grants flyExclusive, subject to certain terms and conditions, the right to purchase certain aviation-related assets from the Company and assume certain obligations of the Company (the “flyExclusive Asset Option”); (iii) grants the Company, subject to certain terms and conditions, the right to sell certain aviation-related assets to flyExclusive and assign certain obligations of the Company to flyExclusive (the “Company Asset Option,” and collectively with the flyExclusive Asset Option, the “Asset Options”); (iv) adds the obligation for flyExclusive to pay the Company $100,000 upon execution of the Amendment as settlement of net payables owed by flyExclusive to the Company under the terms of the Agreement (the “Net Payables Obligation”); and (v) modifies the material terms of flyExclusive’s right to cause the Company to merge with and into a wholly owned subsidiary of flyExclusive (the “flyExclusive Merger Option”), including that the flyExclusive Merger Option is to be only exercisable in the event that the Company and M2i terminate the Merger Agreement. The purchase price for the Asset Options and the Net Payables Obligations may be paid by flyExclusive in cash or shares of flyExclusive Class A common stock, at the sole discretion of flyExclusive. flyExclusive elected to pay the Net Payables Obligation by issuing the Company 20,576 shares of Class A common stock upon the receipt of all necessary approvals and conditions.

 

As consideration for the execution of the Amendment, flyExclusive agreed to pay $2,000,000 to the Company, in cash or shares of flyExclusive Class A common stock, in exchange for the right to receive either (i) the net proceeds that the Company receives from the sale of a certain G280 aircraft, which is expected to be delivered to the Company pursuant to an existing agreement (the “G280 Agreement”) with Gulfstream Aerospace Corporation (“Gulfstream”), or (ii) if, and only if, Gulfstream provides written consent, assignment of the G280 Agreement from the Company to flyExclusive subject to the execution of an asset purchase agreement relating solely to the transfer of the G280 Agreement. flyExclusive has elected to pay all of the $2,000,000 in shares of its Class A common stock and will issue an aggregate of 411,523 shares of its Class A common stock to the Company upon the receipt of all necessary approvals and conditions.

 

NOTE 19 – SUBSEQUENT EVENTS

 

Management has evaluated events that have occurred subsequent to the date of these consolidated financial statements and has determined that, other than those listed below, no such reportable subsequent events exist through March 31, 2025, the date the consolidated audited financial statements were issued in accordance with FASB ASC Topic 855, “Subsequent Events.”

 

On February 12, 2025, the Board unanimously approved the Reverse Stock Split of the Company’s Common Stock, at a ratio of 1-for-25. The Reverse Stock Split became effective on February 24, 2025, with no change in par value. All share amounts have been retroactively adjusted to account for the Reverse Stock Split as if it occurred at inception. The Reverse Stock Split did not have an affect on the Authorized Common Stock.

 

On March 20, 2025 the Company sold GC Aviation, Inc., which holds the FAA Part 135 certificate for $2.0 million, of which $1.8 million is a note receivable.

 
M2i Global Inc [Member]        
Subsequent Event [Line Items]        
SUBSEQUENT EVENTS  

Note 10 – Subsequent Event

 

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

 

Subsequent to the end of the fiscal nine months ended August 31, 2025, the Company issued 5,700,000 shares of common stock for the value of $5,700 for advisory services.

 

Subsequent to the end of the fiscal nine months ended August 31, 2025, the Company received cash of $725,000 for the issuance of Series B Preferred Shares. The details of issuance of these shares have not yet been determined and the shares have not yet been issued. Upon issuance these Series B shares will be automatically converted into common shares.

 

Subsequent to the end of the fiscal nine months ended August 31, 2025, the Company issued 335,002 shares of common stock for the value of $58,800 as part of the Reg A offering.

 

Subsequent to the end of the fiscal nine months ended August 31, 2025, the Company received cash of $7,750 for the issuance of shares of common stock. The Company issued 9,650,000 shares of common stock for this cash received, for $1,000 of cash received in August and cash to be received of $900 for a total value of $9,650.

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Board of Directors and Stockholders

M2i Global, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheet of M2i Global, Inc. (the “Company”) as of November 30, 2024, and the related consolidated statements of operations, changes in stockholders’ (deficit) equity and cash flows for the year in the period ended November 30, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2024, and the results of its operations and its cash flows for the year in the period ended November 30, 2024, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

 

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

 

Basis for Opinion

 

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

 

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

 

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

 

/s/ TAAD, L.L.P.

 

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

 

Diamond Bar, California

February 27, 2025

 

 

Report of Independent Registered Public Accounting Firm

 

Board of Directors and Stockholders

M2i Global, Inc.

 

Opinion on the Financial Statements

 

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

 

Going Concern

 

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

 

Basis for Opinion

 

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

 

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

 

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

 

/s/ Turner, Stone & Company, L.L.P.

 

We have served as the Company’s auditor from 2024 to 2024.

 

Dallas, Texas

April 16, 2024

 

 

M2i GLOBAL, INC.

CONSOLIDATED BALANCE SHEETS

 

   November 30, 2024   November 30, 2023 
   Years Ended 
   November 30, 2024   November 30, 2023 
         
Assets          
           
Current assets          
Cash  $80,281   $48,197 
Prepaids and other current assets   5,139    - 
Total current assets   85,420    48,197 
           
TOTAL ASSETS  $85,420   $48,197 
           
Liabilities and Stockholders’ (Deficit)          
           
Current liabilities          
Accounts payable and accrued expenses  $1,058,726   $175,047 
Accounts payable and accrued expenses - related party   950,156    62,096 
Convertible note, net of discount   270,000    250,000 
Promissory Note   302,960    - 
Related party loan   36,050    600,000 
Total current liabilities   2,617,892    1,087,143 
           
Total Liabilities   2,617,892    1,087,143 
           
Commitments and contingencies   -    - 
    -    - 
Stockholders’ (deficit)          
Preferred stock, authorized 100,000 shares, $.001 par value, 100,000 and 100,000 shares issued and outstanding, respectively   100    100 
Common stock, authorized 1,000,000,000 shares, $.001 par value, 581,704,525 and 514,333,691 shares issued and outstanding at November 30, 2024 ended November 30, 2023, respectively   581,705    514,334 
Treasury stock   (435,000)   (435,000)
Additional paid in capital   3,321,905    995,541 
Accumulated (deficit)   (6,001,182)   (2,113,921)
Total stockholders’ (deficit)   (2,532,472)   (1,038,946)
           
Total liabilities and stockholders’ (deficit)  $85,420   $48,197 

 

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

 

 

M2i GLOBAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

 

   November 30, 2024   November 30, 2023 
   Years Ended 
   November 30, 2024   November 30, 2023 
        
Revenue  $-   $3,400 
           
Operating expenses          
General and administrative   1,170,493    280,676 
Legal and professional   2,624,628    1,586,705 
Amortization   -    20,503 
Impairment of assets   -    94,952 
Total operating expenses   3,795,121    1,982,836 
           
Loss from operations   (3,795,121)   (1,979,436)
           
Other expense          
Interest expense   92,140    10,726 
Total other expense   92,140    10,726 
           
Net Loss  $(3,887,261)  $(1,990,162)
           
Loss per share  $(0.01)  $(0.01)
           
Weighted average shares outstanding - basic   548,195,417    280,869,691 

 

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

 

 

M2i GLOBAL, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ (DEFICIT)

For Years Ended November 30, 2024 and November 30, 2023

 

                       Additional       Total 
   Preferred Shares   Common Shares   Treasury   Paid in   Accumulated   Stockholders’ 
   Shares   Amount   Shares   Amount   Stock   Capital   Deficit   (Deficit) 
                                 
Balance at November 30, 2022   -   $-    7,105,357   $7,105   $-   $120,255   $(123,759)  $3,601 
                                         
Shares issued for cash received   100,000    100    507,228,334    507,229    -    728,148    -    1,235,477 
                                         
Purchase of treasury shares   -    -    -    -    (435,000)   -    -    (435,000)
                                         
Contribution from settlement of related party liabilities   -    -    -    -    -    146,593    -    146,593 
                                         
Cash received for shares to be issued   -    -    -    -    -    545    -    545 
                                         
Net loss   -    -    -    -    -    -    (1,990,162)   (1,990,162)
                                         
Balance at November 30, 2023   100,000   $100    514,333,691   $514,334   $(435,000)  $995,541   $(2,113,921)  $(1,038,946)
                                         
Shares issued for cash received   -   $-    109,137,500   $109,138   $-   $1,918,347         2,027,485 
                                         
Shares issued for contract agreements   -   $-    20,000,000    20,000   $-    (18,000)        2,000 
                                         
Shares cancelled   -   $-    (61,766,666)   (61,767)  $-    55,617         - 
                                         
Cash received for shares to be issued   -    -    -    -    -    370,400    -    370,400 
                                         
Net loss   -    -    -    -    -    -    (3,887,261)   (3,887,261)
                                         
Balance at November 30, 2024   100,000   $100    581,704,525   $581,705   $(435,000)  $3,321,905   $(6,001,182)  $(2,532,472)

 

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

 

 

M2i GLOBAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   November 30, 2024   November 30, 2023 
   Years Ended 
   November 30, 2024   November 30, 2023 
         
Cash flows from operating activities          
Net loss  $(3,887,261)  $(1,990,162)
Adjustments to reconcile net loss to net cash used in operating activities:          
Amortization of note discount   20,000    - 
Amortization   -    20,503 
Impairment of assets   -    94,952 
Changes in operating assets and liabilities          
Prepaid expenses and other current assets   (3,139)   13,767 
Accounts payable and accrued expenses   883,679    233,182 
Accounts payable and accrued expenses-Related Party   888,060    - 
Accrued payroll - related party   -    16,500 
           
Net cash used in operating activities   (2,098,661)   (1,611,258)
           
Cash flows from financing activities          
Proceeds for issuance of common stock   2,026,880    1,235,477 
Proceeds for convertible note, net   -    250,000 
Cash received for shares to be issued   369,855    545 
Treasury repurchase   -    (435,000)
Promissory Note   302,960    - 
Payment for cancelled shares   (5,000)   - 
Proceeds from related party loan   127,550    608,319 
Payments on related party loan   (691,500)   - 
           
Net cash provided by financing activities   2,130,745    1,659,341 
           
Net increase in cash  $32,084   $48,083 
Cash, beginning of period   48,197    114 
           
Cash, end of period  $80,281   $48,197 
           
Supplemental schedule for non-cash investing and financing activities          
Contribution from settlement of related party liabilities  $-   $146,593 
Original issue discount on convertible note  $25,000   $20,000 

 

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

 

 

M2i GLOBAL, INC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

Note 10 — Subsequent Events

 

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

 

Subsequent to the end of the fiscal November 30, 2024, the Company issued 28,700,000 shares of common stock for cash received totaling $472,400.

 

Subsequent to the end of the fiscal year November 30, 2024, the Company issued 2,250,000 shares of common stock for services.

 

Subsequent to the end of the fiscal year November 30, 2024, the Company received cash of $27,604 for issuance of 153,366 shares of common stock. These shares have not yet been issued.