false
0001753373
0001753373
2022-12-01
2023-08-31
0001753373
dei:BusinessContactMember
2022-12-01
2023-08-31
0001753373
2022-11-30
0001753373
2021-11-30
0001753373
2023-08-31
0001753373
2021-12-01
2022-11-30
0001753373
2020-12-01
2021-11-30
0001753373
2023-06-01
2023-08-31
0001753373
2022-06-01
2022-08-31
0001753373
2021-12-01
2022-08-31
0001753373
us-gaap:PreferredStockMember
2020-11-30
0001753373
us-gaap:CommonStockMember
2020-11-30
0001753373
MTWO:SubscriptionReceivableMember
2020-11-30
0001753373
us-gaap:TreasuryStockCommonMember
2020-11-30
0001753373
us-gaap:AdditionalPaidInCapitalMember
2020-11-30
0001753373
us-gaap:RetainedEarningsMember
2020-11-30
0001753373
2020-11-30
0001753373
us-gaap:PreferredStockMember
2021-11-30
0001753373
us-gaap:CommonStockMember
2021-11-30
0001753373
MTWO:SubscriptionReceivableMember
2021-11-30
0001753373
us-gaap:TreasuryStockCommonMember
2021-11-30
0001753373
us-gaap:AdditionalPaidInCapitalMember
2021-11-30
0001753373
us-gaap:RetainedEarningsMember
2021-11-30
0001753373
us-gaap:PreferredStockMember
2022-11-30
0001753373
us-gaap:CommonStockMember
2022-11-30
0001753373
MTWO:SubscriptionReceivableMember
2022-11-30
0001753373
us-gaap:TreasuryStockCommonMember
2022-11-30
0001753373
us-gaap:AdditionalPaidInCapitalMember
2022-11-30
0001753373
us-gaap:RetainedEarningsMember
2022-11-30
0001753373
us-gaap:PreferredStockMember
2023-02-28
0001753373
us-gaap:CommonStockMember
2023-02-28
0001753373
MTWO:SubscriptionReceivableMember
2023-02-28
0001753373
us-gaap:TreasuryStockCommonMember
2023-02-28
0001753373
us-gaap:AdditionalPaidInCapitalMember
2023-02-28
0001753373
us-gaap:RetainedEarningsMember
2023-02-28
0001753373
2023-02-28
0001753373
us-gaap:PreferredStockMember
2023-05-31
0001753373
us-gaap:CommonStockMember
2023-05-31
0001753373
MTWO:SubscriptionReceivableMember
2023-05-31
0001753373
us-gaap:TreasuryStockCommonMember
2023-05-31
0001753373
us-gaap:AdditionalPaidInCapitalMember
2023-05-31
0001753373
us-gaap:RetainedEarningsMember
2023-05-31
0001753373
2023-05-31
0001753373
us-gaap:PreferredStockMember
2022-02-28
0001753373
us-gaap:CommonStockMember
2022-02-28
0001753373
MTWO:SubscriptionReceivableMember
2022-02-28
0001753373
us-gaap:TreasuryStockCommonMember
2022-02-28
0001753373
us-gaap:AdditionalPaidInCapitalMember
2022-02-28
0001753373
us-gaap:RetainedEarningsMember
2022-02-28
0001753373
2022-02-28
0001753373
us-gaap:PreferredStockMember
2022-05-31
0001753373
us-gaap:CommonStockMember
2022-05-31
0001753373
MTWO:SubscriptionReceivableMember
2022-05-31
0001753373
us-gaap:TreasuryStockCommonMember
2022-05-31
0001753373
us-gaap:AdditionalPaidInCapitalMember
2022-05-31
0001753373
us-gaap:RetainedEarningsMember
2022-05-31
0001753373
2022-05-31
0001753373
us-gaap:PreferredStockMember
2020-12-01
2021-11-30
0001753373
us-gaap:CommonStockMember
2020-12-01
2021-11-30
0001753373
MTWO:SubscriptionReceivableMember
2020-12-01
2021-11-30
0001753373
us-gaap:TreasuryStockCommonMember
2020-12-01
2021-11-30
0001753373
us-gaap:AdditionalPaidInCapitalMember
2020-12-01
2021-11-30
0001753373
us-gaap:RetainedEarningsMember
2020-12-01
2021-11-30
0001753373
us-gaap:PreferredStockMember
2021-12-01
2022-11-30
0001753373
us-gaap:CommonStockMember
2021-12-01
2022-11-30
0001753373
MTWO:SubscriptionReceivableMember
2021-12-01
2022-11-30
0001753373
us-gaap:TreasuryStockCommonMember
2021-12-01
2022-11-30
0001753373
us-gaap:AdditionalPaidInCapitalMember
2021-12-01
2022-11-30
0001753373
us-gaap:RetainedEarningsMember
2021-12-01
2022-11-30
0001753373
us-gaap:PreferredStockMember
2022-12-01
2023-02-28
0001753373
us-gaap:CommonStockMember
2022-12-01
2023-02-28
0001753373
MTWO:SubscriptionReceivableMember
2022-12-01
2023-02-28
0001753373
us-gaap:TreasuryStockCommonMember
2022-12-01
2023-02-28
0001753373
us-gaap:AdditionalPaidInCapitalMember
2022-12-01
2023-02-28
0001753373
us-gaap:RetainedEarningsMember
2022-12-01
2023-02-28
0001753373
2022-12-01
2023-02-28
0001753373
us-gaap:PreferredStockMember
2023-03-01
2023-05-31
0001753373
us-gaap:CommonStockMember
2023-03-01
2023-05-31
0001753373
MTWO:SubscriptionReceivableMember
2023-03-01
2023-05-31
0001753373
us-gaap:TreasuryStockCommonMember
2023-03-01
2023-05-31
0001753373
us-gaap:AdditionalPaidInCapitalMember
2023-03-01
2023-05-31
0001753373
us-gaap:RetainedEarningsMember
2023-03-01
2023-05-31
0001753373
2023-03-01
2023-05-31
0001753373
us-gaap:PreferredStockMember
2023-06-01
2023-08-31
0001753373
us-gaap:CommonStockMember
2023-06-01
2023-08-31
0001753373
MTWO:SubscriptionReceivableMember
2023-06-01
2023-08-31
0001753373
us-gaap:TreasuryStockCommonMember
2023-06-01
2023-08-31
0001753373
us-gaap:AdditionalPaidInCapitalMember
2023-06-01
2023-08-31
0001753373
us-gaap:RetainedEarningsMember
2023-06-01
2023-08-31
0001753373
us-gaap:PreferredStockMember
2021-12-01
2022-02-28
0001753373
us-gaap:CommonStockMember
2021-12-01
2022-02-28
0001753373
MTWO:SubscriptionReceivableMember
2021-12-01
2022-02-28
0001753373
us-gaap:TreasuryStockCommonMember
2021-12-01
2022-02-28
0001753373
us-gaap:AdditionalPaidInCapitalMember
2021-12-01
2022-02-28
0001753373
us-gaap:RetainedEarningsMember
2021-12-01
2022-02-28
0001753373
2021-12-01
2022-02-28
0001753373
us-gaap:PreferredStockMember
2022-03-01
2022-05-31
0001753373
us-gaap:CommonStockMember
2022-03-01
2022-05-31
0001753373
MTWO:SubscriptionReceivableMember
2022-03-01
2022-05-31
0001753373
us-gaap:TreasuryStockCommonMember
2022-03-01
2022-05-31
0001753373
us-gaap:AdditionalPaidInCapitalMember
2022-03-01
2022-05-31
0001753373
us-gaap:RetainedEarningsMember
2022-03-01
2022-05-31
0001753373
2022-03-01
2022-05-31
0001753373
us-gaap:PreferredStockMember
2022-06-01
2022-08-31
0001753373
us-gaap:CommonStockMember
2022-06-01
2022-08-31
0001753373
MTWO:SubscriptionReceivableMember
2022-06-01
2022-08-31
0001753373
us-gaap:TreasuryStockCommonMember
2022-06-01
2022-08-31
0001753373
us-gaap:AdditionalPaidInCapitalMember
2022-06-01
2022-08-31
0001753373
us-gaap:RetainedEarningsMember
2022-06-01
2022-08-31
0001753373
us-gaap:PreferredStockMember
2023-08-31
0001753373
us-gaap:CommonStockMember
2023-08-31
0001753373
MTWO:SubscriptionReceivableMember
2023-08-31
0001753373
us-gaap:TreasuryStockCommonMember
2023-08-31
0001753373
us-gaap:AdditionalPaidInCapitalMember
2023-08-31
0001753373
us-gaap:RetainedEarningsMember
2023-08-31
0001753373
us-gaap:PreferredStockMember
2022-08-31
0001753373
us-gaap:CommonStockMember
2022-08-31
0001753373
MTWO:SubscriptionReceivableMember
2022-08-31
0001753373
us-gaap:TreasuryStockCommonMember
2022-08-31
0001753373
us-gaap:AdditionalPaidInCapitalMember
2022-08-31
0001753373
us-gaap:RetainedEarningsMember
2022-08-31
0001753373
2022-08-31
0001753373
2022-12-31
0001753373
2021-12-31
0001753373
2023-05-16
0001753373
MTWO:SuperVotingPreferredStockMember
2023-05-16
0001753373
MTWO:SuperVotingPreferredStockMember
2022-12-01
2023-08-31
0001753373
MTWO:SuperVotingPreferredStockMember
2023-08-31
0001753373
us-gaap:CommonStockMember
2022-12-01
2023-08-31
0001753373
MTWO:IoannaKallidouMember
2023-08-31
0001753373
MTWO:IoannaKallidouMember
2022-12-01
2023-08-31
0001753373
srt:DirectorMember
2022-11-30
0001753373
srt:DirectorMember
2021-11-30
0001753373
MTWO:IoannaKallidouMember
2023-05-01
2023-05-31
0001753373
srt:ChiefExecutiveOfficerMember
2022-12-01
2023-08-31
0001753373
us-gaap:SubsequentEventMember
us-gaap:CommonStockMember
2022-12-05
2022-12-05
0001753373
us-gaap:SubsequentEventMember
us-gaap:CommonStockMember
2022-12-05
0001753373
us-gaap:SubsequentEventMember
2023-09-23
2023-09-23
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
xbrli:pure
As filed with the Securities and Exchange
Commission on November 21, 2023
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
M2i
GLOBAL, INC. |
(Exact
name of registrant as specified in its charter) |
Nevada |
|
5050 |
|
37-1904036 |
(State
or other jurisdiction of incorporation or organization) |
|
(Primary
Standard Industrial Classification Code Number) |
|
(I.R.S.
Employer
Identification Number) |
885
Tahoe Blvd.
Incline
Village, NV 89451
(775)
909-6000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive
offices)
Doug
Cole
M2i
Global, Inc.
885 Tahoe Blvd.
Incline
Village, NV 89451
(775)
909-6000
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Darrin
M. Ocasio, Esq.
Glenn
Burlingame, Esq.
Sichenzia
Ross Ference Carmel LLP
1185
Avenue of the Americas
New
York, NY 10036
Telephone:
(212) 930-9700
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement, as
determined by market and other conditions.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box: ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering: ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer: |
☐ |
Accelerated
filer: |
☐ |
Non-accelerated
filer: |
☒ |
Smaller
reporting company: |
☒ |
|
|
Emerging
Growth Company: |
☒ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date
as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.
The
information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to
completion. | | Dated
November 21, 2023. |
PRELIMINARY
PROSPECTUS
506,961,668
SHARES OF COMMON STOCK
This prospectus relates to
the offering and resale by the selling stockholders identified herein of up to 506,961,668 shares of common stock (the “Common
Stock”) issued or issuable to such selling stockholders. The selling stockholders acquired the Common Stock in connection with
an Agreement and Plan of Merger, dated May 16, 2023 (the “Merger Agreement”), by and among the M2i Global, Inc. (the “Company”,
formerly known as INKY Inc.), U.S. M and M Acquisition Corp., a Nevada corporation wholly owned by Company (“Merger Sub”),
and U.S. Minerals and Metals Corp., a Nevada corporation (“USMM”), pursuant to which Merger Sub merged with and into USMM,
with USMM surviving the Merger as the Company’s wholly-owned subsidiary (the “Merger”).
We
will not receive any proceeds from the sale of shares of Common Stock by the selling stockholders.
The
selling stockholders may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby
from time to time directly or through one or more underwriters, broker-dealers, or agents. Please see the section entitled
“Plan of Distribution” on page 47 of this prospectus for more information. For a list of the selling
stockholders, see the section entitled “Selling Stockholders” on page 42 of this prospectus. We will bear all fees and
expenses incident to our obligation to register the shares of Common Stock.
Our Common Stock is quoted on
the OTC Pink Market under the symbol “MTWO”. The price of the last trade of our Common Stock as quoted on the OTC Pink Market
was $1.45 per share. As of the date of this prospectus, our Common Stock is subject to only limited quotation on the OTC Pink,
and it is not otherwise regularly quoted on any other over-the-counter market. Until such time as our Common Stock is so quoted, the
shares of Common Stock covered by this prospectus will be sold by the selling stockholders from time to time at a fixed price of $0.30
per share. If and when our Common Stock is regularly quoted on an over-the-counter market or on a national securities exchange, the selling
stockholders may sell their respective shares of Common Stock, from time to time, at prevailing market pricing or in privately negotiated
transactions.
We
may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire
prospectus and any amendments or supplements carefully before you make your investment decision.
Investing
in our securities involves risks. You should carefully read the “Risk Factors” beginning on page 5 of this prospectus before
investing.
We
may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire
prospectus and any amendments or supplements carefully before you make your investment decision.
Neither
the Securities and Exchange Commission nor any other regulatory commission has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus [*], 2023.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
You
should rely only on the information contained in this prospectus or contained in any prospectus supplement or free writing prospectus
filed with the Securities and Exchange Commission (the “SEC”). Neither we nor the selling stockholders have authorized anyone
to provide you with additional information or information different from that contained in this prospectus filed with the SEC. The selling
stockholders are offering to sell, and seeking offers to buy, shares of our Common Stock only in jurisdictions where offers and
sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or of any sale of shares of our Common Stock. Our business, financial condition, results of
operations, and prospects may have changed since that date.
For
investors outside the United States: Neither we nor the selling stockholders have done anything that would permit this offering or possession
or distribution of this prospectus in any jurisdiction where action for that purpose is required other than in the United States. Persons
outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating
to, the offering of the shares of Common Stock and the distribution of this prospectus outside the United States.
As
used in this prospectus, unless otherwise designated, the terms “we,” “us,” “our,” the “Company,”
“M2i,” and “our Company” refer to M2i Global, Inc., a Nevada corporation, and its subsidiaries.
Unless
otherwise specified, all dollar amounts are expressed in United States dollars. All references to “common stock” and
“shares” refer to the common stock in our capital stock, unless otherwise indicated.
M2i
Global, Inc., the M2i logo, and other trademarks or service marks of M2i appearing in this prospectus are the property of M2i
or its subsidiaries. Trade names, trademarks, and service marks of other companies appearing in this prospectus are the property
of their respective holders.
PROSPECTUS
SUMMARY
This
summary highlights information contained elsewhere in this prospectus. Before making an investment decision, you should read the entire
prospectus carefully, including the sections entitled “Risk Factors” beginning on page 5 and “Special Note Regarding
Forward-Looking Statements” beginning on page 20.
Our Business
Business
Objective
M2i Global, Inc., is a Nevada-based
company pursuing activities related to sourcing and mining strategic minerals and metals like cobalt, lithium, and tungsten.1
Strategic minerals and metals are those that play a pivotal role in the United States’ economic, military, and technological
development, all of which are threatened by the fact that the U.S. relies heavily on imports to obtain these commodities, often sourcing
them from states with which it has fraught relationships like the People’s Republic of China and the Russian Federation.2
The Company envisions its activities contributing to the efforts to establish a domestic strategic mineral reserve, reducing
the U.S.’s reliance on foreign actors. The Company will be pursuing its business objective through three separate operating business
units:
|
● |
M2i
Primary Minerals and Metals (“M2i PMM”). M2i PMM will acquire, sell and trade primary minerals and metals,
which includes their extraction, processing, storage, and transport from mines and other suppliers to end users. Through this arm,
we will enter into joint venture agreements and other acquisition vehicles to gain access to mines. Currently, we are establishing
a joint venture with well-known mining company in western Australia.
|
|
|
|
|
● |
M2i
Recycling (“M2i Recycling”). M2i Recycling will acquire, sell, and
trade recycled metals and alloys to include the collection, processing, transportation, trade,
and sale of scrap, recycled and reused metals and alloys.
|
|
|
|
|
● |
M2i
Government and Policy (“M2i G&P”). M2i G&P will establish,
maintain, and strengthen our relationships with federal, state and local governmental entities,
agencies and departments to facilitate the creation of Public Private Partnerships (“P3”).
Special focus will be on the creation of a national Strategic Mineral Reserve similar
in scope and operation to the federal government’s Strategic Petroleum Reserve, similarly,
our reserve will consist of the development of a stockpile or supply of mineral commodities
in a preestablished state that would be acquired, stored, and held to be used when needed
if the regular supply of a specific commodity was disrupted which may hinder U.S. national
or economic security. Currently, we enjoy the support of members of Congress who are sponsoring
legislation to advance a Strategic Mineral Reserve.
|
1
https://www.statista.com/topics/9242/strategic-minerals/#topicOverview
2
https://www.wilsoncenter.org/article/geographic-concentration-critical-minerals-reserves-and-processing
Company Structure
M2i Global, Inc.
is the parent company of two wholly-owned subsidiaries, U.S. Minerals and Metals Corp. and M2i, Inc. Currently, there are no
operations anticipated for the subsidiaries but either may begin at a future date.
M2i’s structure is built
upon three separate business units with standalone P&Ls to carry on the Company’s objectives. Each P&L is led by a vice
president, who will work with a management team focused on implementing and building each effort into a business line, taking advantage
of federal and state incentives, and building its own profit and loss contributions to the overall organization. The vice presidents
report to the president/chief executive officer of the Company.
Recent
Developments
On May 16, 2023,
the Company entered into a Merger Agreement, by and among the Company, Merger Sub, and USMM, pursuant to which Merger Sub merged with
and into USMM, with USMM surviving the Merger as the Company’s wholly-owned subsidiary. The Merger closed that same day (the “Closing”)
and became effective upon the Company’s contemporaneous filing of Articles of Merger with the Secretary of State of Nevada.
Pursuant to the
Merger, the holders of USMM’s common stock received one share of Common Stock for each share of USMM common stock they held. Doug
Cole, as holder of all of the outstanding shares of preferred stock of USMM, received 100,000 shares of the Company’s Series A
Super-Voting Preferred Stock in exchange for the 100,000 shares of USMM preferred stock he held prior to the Merger. As a result, Mr.
Cole currently holds 66.36% of the voting power of the Company by virtue of his ownership of all of the Company’s outstanding Series
A Super-Voting Preferred stock. Prior to the Merger, Ioanna Kallidou, the Company’s former Chief Executive Officer, held approximately
55.9% of the voting power of the Company.
In connection with
the Agreement, (i) the articles of incorporation of the Company were amended to authorize 100,000 shares of the Series A Super-Voting
Preferred Stock and to change the Company’s name from INKY, Inc. to M2i Global, Inc.; and (ii) a certificate of designation
was filed with the Secretary of State of the State of Nevada to designate the terms of the Series A Super-Voting Preferred Stock. The
holders of Series A Super-Voting Preferred Stock are entitled to 10,000 votes per share of Series A Super-Voting Preferred Stock.
Certain of
the former stockholders of USMM are subject to lock-up agreements for the shares of Common Stock received from the Merger (the “Lock-Up
Agreements”). The Lock-up Agreements prohibit such stockholders from offering, issuing, selling, contracting to sell, encumbering,
granting any shares of the Common Stock or other securities convertible into or exercisable for Common Stock for a period of twelve (12)
calendar months after the Closing (the “Lock-Up Period”). Additionally, during the period commencing on the Closing and continuing
through the date that is twelve (12) calendar months after the Closing (the “Leak-Out Period”), neither the stockholders
nor any of their Trading Affiliates (as defined below), collectively shall sell, directly, or indirectly more than 3% of shares of Common
Stock held by such stockholder on any Trading Day (as defined below) during the Leak-Out Period (the “Leak-Out Period Shares”),
and in no event shall the Leak-Out Period Shares exceed 5% of the trading volume of Common Stock, based on the thirty (30)-calendar-day
average trading volume of the Company, as reported by Bloomberg. “Trading Affiliates” means any individual or entity acting
on behalf of or pursuant to any understanding with the subscriber which has knowledge of the transactions contemplated hereby, and “Trading
Day” shall mean a day on which trading in the shares of Common Stock generally occurs on a U.S. national or regional securities
exchange on which the shares of Common Stock is listed.
The
Lock-Up Agreements apply to approximately 43.96% of the shares of Common Stock of the Company.
Corporate
Information
Our
Common Stock is quoted on the OTC Pink Market under the symbol “MTWO”.
Our
principal executive offices are located at 885 Tahoe Blvd. Incline Village, NV 89451, and our telephone number is (775)
909-6000. Our main corporate website is located at https://www.m2icorp.com. The information on our website is not incorporated by
reference into this prospectus.
THE
OFFERING
Issuer
|
|
M2i
Global, Inc. |
|
|
|
Securities
Offered by the Selling Stockholders |
|
506,961,668
shares of our Common Stock. |
|
|
|
Trading
Market |
|
The
Common Stock offered in this prospectus is quoted on the OTC Pink Market under the symbol “MTWO”. In the
future, we intend to seek to have our Common Stock listed on a national securities exchange but there can be no assurance
that our application will be successful. |
|
|
|
Common
Stock Outstanding as of this Offering |
|
514,333,691
shares1 |
|
|
|
Use
of Proceeds |
|
We
will not receive any of the proceeds from the sale of the shares of our Common Stock being offered for sale by the selling
stockholders. |
|
|
|
Plan
of Distribution |
|
The
selling stockholders may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby
from time to time directly or through one or more underwriters, broker-dealers, or agents. Registration of the Common Stock
covered by this prospectus does not mean, however, that such shares necessarily will be offered or sold. See “Plan of
Distribution.” |
|
|
|
Risk
Factors |
|
Please
read “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully
consider before deciding to invest in the securities offered in this prospectus. |
1
The number of shares of Common Stock shown above to be outstanding before this offering is based on 514,333,691 shares outstanding
as of November 21, 2023.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. You should consider carefully the following information about these
risks, together with the other information contained in this prospectus, including the matters addressed in the section entitled
“Special Note Regarding Forward-Looking Statements,” beginning on page 20 of this prospectus, before making an
investment decision. Our business, prospects, financial condition, and results of operations may be materially and adversely
affected as a result of any of the following risks. The value of our securities could decline as a result of any of these risks. You
could lose all or part of your investment in our securities. Some of the statements in “Risk Factors” are
forward-looking statements. The following risk factors are not the only risk factors facing our Company. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial may also affect our business, prospects, financial
condition, and results of operations and it is not possible to predict all risk factors, nor can we assess the impact of all factors
on us or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained
in or implied by any forward-looking statements.
Risks
Associated with Small Company Size and Liquidity Risks
As
a start-up or development stage company, our business and prospects are difficult to evaluate because we have a very limited operating
history and our business model is evolving, an investment in us is considered a high-risk investment whereby you could lose your entire
investment.
We have recently commenced operations and, therefore, we are considered
a “start-up” or “development stage” company. We will incur significant expenses in order to implement our business
plan. As an investor, you should be aware of the difficulties, delays, and expenses normally encountered by an enterprise in its development
stage, many of which are beyond our control, including unanticipated developmental, advertising, and marketing expenses. We cannot assure
you that our proposed business plan will materialize or prove successful, or that we will ever be able to operate profitably. If we cannot
operate profitably, you could lose your entire investment.
Our
results of operations have not resulted in profitability and we may not be able to achieve profitability going forward.
We
may incur significant losses in the future for a number of reasons,
including the other risks described in this prospectus, and we may encounter unforeseen expenses, difficulties, complications, delays
and other unknown events. Accordingly, we may not be able to achieve or maintain profitability. Our business is in an early development
stage. There is no assurance that even if we successfully implement our business plan, that we will be able to curtail our losses. Further,
as we are a development stage enterprise, we expect that net losses and the working capital deficiency will continue. If we incur additional
significant operating losses, our stock price may decline, perhaps significantly.
We
do not have any existing bank credit facilities. Our ability to obtain such financing may be limited and if we are unable to secure such
financing, our profitability may be adversely affected.
We
do not have any existing bank credit facilities. Our ability to obtain such financing may be limited as banks and other financial institutions
may be reluctant to extend credit to businesses they perceive as lacking prolonged operating histories, an industry that may be politically
undesirable, and limited information relating to revenues and costs upon which they can evaluate the merits and risks of any such credit
extension. Our inability to secure bank credit facilities (or some other form of cash/liquid injection) may have an adverse effect on
our results of operations. In the absence of such bank financing, our limited operating history and assets and the lag often existing
between commencing business operations and profitability may force us to rely solely on business operation revenues in
order to support our company, which revenues may not be sufficient to meet our operating and administrative expenses. If we do not have
sufficient cash to meet our expenses, whether from revenues or bank credit, we may have to curtail or cease business operations.
Holders
of the Series A Super-Voting Preferred Stock will control the operations of the Company for the foreseeable future.
The
holders of the Series A Super-Voting Preferred Stock will vote on Company matters on an “as-converted” basis of one vote
of Series A Super-Voting Preferred Stock to 10,000 votes of Common Stock. As a result of this Series A Super-Voting
Preferred stock ownership, the holders of the Series A Super-Voting Preferred Stock will continue to influence the vote on
all matters submitted to a vote of our shareholders, including the election of directors, amendments to the certificate of incorporation
and the by-laws, and the approval of significant corporate transactions.
We
have never declared or paid a cash dividend on our common stock nor will we in the foreseeable future.
We
presently intend to retain all earnings to implement our business plan; accordingly, we do not anticipate the declaration of any dividends
for Common Stock in the foreseeable future. You
will not receive dividend income from an investment in the shares and as a result, the purchase of the shares should only be made by
an investor who does not expect a dividend return on the investment.
Accordingly, investors who
anticipate the need for immediate income from their investments by way of cash dividends should refrain from purchasing any of our securities.
As we do not intend to declare dividends in the future, you may never see a return on your investment, and you indeed may lose
your entire investment.
If
payment of dividends does occur at some point in the future, it would be contingent upon our revenues and earnings, if any, capital requirements,
and general financial condition. The payment of any common stock dividends will be within the discretion of the Company’s board
of directors (the “Board”).
We
incur professional fees in connection with being a reporting company under the Securities Exchange Act of 1934, as amended
and the requirements of the Sarbanes-Oxley Act, may strain our resources, increase our costs and distract management,
and we may be unable to comply with these requirements in a timely or cost-effective manne.
Our
Company is subject to the reporting requirements of the 1934 Act and as such, we are required to file 10-Ks, 10-Qs and 8-Ks and other
reports with the Securities and Exchange Commission. We will incur professional fees (i.e., attorney, auditors, and filing agents)
in connection with the preparation and filing of such reports and we currently anticipate such costs to range from $25,000 to $50,000
per year. If we are unable to file such reports, we will be delinquent in our filings which could adversely affect the marketability
of the Common Stock.
Complying with
these statutes, regulations and requirements will occupy a significant amount of time for our Board and management and will significantly
increase our costs and expenses. Furthermore, while we generally must comply with Section 404 of the Sarbanes-Oxley Act of 2002 for our
fiscal years, we are not required to have our independent registered public accounting firm attest to the effectiveness of our internal
controls until our first annual report subsequent to our ceasing to be an “emerging growth company” within the meaning of
Section 2(a)(19) of the Securities Act. Once it is required to do so, our independent registered public accounting firm may issue a report
that is adverse in the event it is not satisfied with the level at which our controls are documented, designed, operated or reviewed.
Compliance with these requirements may strain our resources, increase our costs and distract management, and we may be unable to comply
with these requirements in a timely or cost-effective manner.
In addition,
we expect that being a public company subject to these rules and regulations may make it more difficult and more expensive for us to
obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially
higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals
to serve on our Board or as executive officers. We are currently evaluating these rules, and we cannot predict or estimate the amount
of additional costs we may incur or the timing of such costs.
The
failure to comply with the internal control evaluation and certification requirements of Section 404 of Sarbanes-Oxley Act could harm
our operations and our ability to comply with our periodic reporting obligations.
As
a reporting company under the 1934 Act, we are required to comply with the internal control evaluation and certification requirements
of Section 404 of the Sarbanes-Oxley Act of 2002. We are in the process of determining whether our existing internal controls over financial
reporting systems are compliant with Section 404. This process may divert internal resources and will take a significant amount of time,
effort, and expense to complete. If it is determined that we are not in compliance with Section 404, we may be required to implement
new internal control procedures and reevaluate our financial reporting. We may experience higher than anticipated operating expenses
as well as outside auditor fees during the implementation of these changes and thereafter. Further, we may need to hire additional qualified
personnel in order for us to be compliant with Section 404. If we are unable to implement these changes effectively or efficiently, it
could harm our operations, financial reporting, and/ or financial results and could result in our being unable to obtain an unqualified
report on internal controls from our independent auditors, which could adversely affect our ability to comply with our periodic reporting
obligations under the 1934 Act.
You
may not be able to resell any shares you purchased.
Presently,
there is an extremely limited trading market for
our Common Stock. There is no assurance that any trading market will be present or expand. This means that it may be hard
or impossible for you to find a willing buyer for your shares should you decide to sell them in the future.
Risks
Associated with Our Business
We
may not acquire market share or achieve profits due to competition in our industries.
We operate in a highly competitive marketplace with various competitors.
Increased competition may result in reduced gross margins and/or loss of market share, either of which would seriously harm its business
and results of operations. Management cannot be certain that the Company will be able to compete against current or future competitors
or that competitive pressure will not seriously harm its business. Some of our competitors are much larger and have greater access to
capital, sales, marketing and other resources. These competitors may be able to respond more rapidly to new regulations or devote greater
resources to the development and promotion of their business model than the Company can. Furthermore, some of these competitors may make
acquisitions or establish cooperative relationships among themselves or with third parties in the industry to increase their ability to
rapidly gain market share.
Without
additional financing to develop our business plan, our business may fail.
Because
we have generated only minimal revenue from our business and cannot anticipate when we will be able to generate meaningful revenue from
our business, we will need to raise additional funds to conduct and grow our business. We do not currently have sufficient financial
resources to completely fund the development of our business plan. We anticipate that we will need to raise further financing. We do
not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing
if required. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share
capital will result in dilution to existing stockholders.
If
we are unable to hire and retain key personnel, we may not be able to implement our business plan.
Our
success is largely dependent on our ability to hire highly qualified personnel. This is particularly true in those parts of our business
that are related to intellectual property generation or exploitation. These individuals are in high demand and we may not be able to
attract the personnel we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel,
or may lose such employees after they are hired. Failure to hire key personnel when needed, or on acceptable terms, would have a significant
negative effect on our business and our operations.
Our
accountant has indicated doubt about our ability to continue as a going concern.
We
have suffered recurring losses from operations. The continuation of the Company as a going concern is dependent upon the
Company attaining and maintaining profitable operations and/or raising additional capital. Our financial statements do not include any
adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that
might be necessary should the Company discontinue operations. The recurring losses from operations and net capital deficiency
raise substantial doubt about the Company’s ability to continue as a going concern.
A
wide range of economic and logistical factors may negatively impact our operating results.
Our
operating results will be affected by a wide variety of factors that could materially affect revenues and profitability, including the
timing and cancellation of customer orders and projects, competitive pressures on pricing, availability of personnel, and market acceptance
of our services. As a result, we may experience material fluctuations in future operating results on a quarterly and annual basis which
could materially affect our business, financial condition and operating results.
We
must obtain, maintain, and renew governmental permits and approvals to operate in the mineral and metals industry, which can be a costly
and time-consuming process and result in restrictions.
Numerous
governmental permits and approvals are required to operate in the mineral and metals industry. State and federal regulatory authorities
exercise considerable discretion in the timing and scope of permit issuance. Requirements imposed by these authorities may be costly
and time consuming and may result in delays in the commencement or continuation of exploration or production operations.
The
permitting rules, and the interpretations of these rules, are complex, change frequently, and are often subject to discretionary interpretations
by regulators, all of which may make compliance more difficult or impractical, and which may possibly preclude the continuance of some
of our business operations.
If
we fail to effectively manage our growth, our future business results could be harmed and our managerial and operational resources
may be strained.
As
we proceed with our business plan, we expect to experience significant and rapid growth in the scope and complexity of our business.
We will need to add staff to market our services, manage operations, handle sales and marketing efforts and perform finance and accounting
functions. We will be required to hire a broad range of additional personnel in order to successfully advance our operations. This growth
is likely to place a strain on our management and operational resources. The failure to develop and implement effective systems, or to
hire and retain sufficient personnel for the performance of all the functions necessary to effectively service and manage our potential
business, or the failure to manage growth effectively, could have a materially adverse effect on our business and financial condition.
Because
we have limited operating history and have not yet generated significant revenues or operating cash flows, you may have difficulty evaluating
our ability to successfully implement our business strategy.
Because
of our limited operating history, the operating performance of our properties and our business strategy have not yet been proven. As
a result, our historical financial statements do not provide a meaningful basis to evaluate our operations or our ability to achieve
our business strategy. Therefore, it may be difficult for you to evaluate our business and results of operations to date and assess our
future prospects.
In
addition, we may encounter risks and difficulties experienced by companies whose performance is dependent upon newly-constructed or newly-acquired
assets, such as any one of our acquired business units failing to perform as expected, having higher than expected operating costs,
having lower than expected customer revenues, or suffering equipment breakdown, failures or operational errors. We may be less successful
in achieving a consistent operating level capable of generating cash flows from our operations as compared to a company whose major assets
have had longer operating histories. In addition, we may be less equipped to identify and address operating risks and hazards in the
conduct of our business than those companies whose major assets have had longer operating histories.
Risks
associated with operational events in connection with our activities globally, resulting in significant adverse impacts on our people,
communities, the environment or our business.
We
engage in activities that have the potential to cause harm to our people and assets, communities, other stockholders and/or the environment,
including serious injuries, illness and fatalities, loss of infrastructure, amenities and livelihood, and damage to sites of cultural
significance. An operational event at our operations or through our value chain could also cause damage or disruptions to our
assets and operations, impact our financial performance, result in litigation or class actions and cause long-term damage to our license
to operate and reputation. The potential physical impacts of climate change could increase the likelihood and/or severity of risks associated
with operational events. Impacts of operational events may also be amplified if we fail to respond in a way that is consistent with our
corporate values and stockholder expectations.
We
will likely depend on a limited number of customers for a significant portion of our revenues.
We
will likely depend on a limited number of customers for a significant portion of our revenues. The failure to obtain additional customers
or the loss of all or a portion of the revenues attributable to any customer as a result of competition, creditworthiness, inability
to negotiate extensions or replacement of contracts or otherwise, could have a material adverse effect on our business, financial condition,
results of operations, or cash flows.
To
maintain and grow our business, we will be required to make substantial capital expenditures. If we are unable to obtain needed capital
or financing on satisfactory terms, we may have to curtail our operations and delay our construction and growth plans, which may materially
adversely affect our business, financial condition, results of operations, and cash flows.
In
order to maintain and grow our business, we will need to make substantial capital expenditures associated with operations and facilities,
which have not yet been constructed. Constructing, maintaining and expanding infrastructure, is capital intensive. We must continue to
invest capital to maintain or to increase our production and to develop any future acquired properties. Decisions to increase our production
levels could also affect our capital needs. We cannot assure you that we will be able to maintain our production levels or generate sufficient
cash flow, or that we will have access to sufficient financing to continue our production, permitting and development activities, and
we may be required to defer all or a portion of our capital expenditures.
A
deterioration of economic conditions in our prospective customers’ industries could cause a decline in demand for our services
impacting, among other things, our ability to obtain capital. Renewed or continued weakness in the economic conditions of any
of the industries served by prospective customers could have a material adverse effect on our business, financial condition, results
of operations, and cash flows, including, for example:
●
the tightening of credit or lack of credit availability to prospective customers could adversely affect our ability to collect our trade
receivables; and
●
our ability to access the capital markets may be restricted at a time when we intend to raise capital for our business, including for
capital improvements.
The business of the other parties to our strategic
alliances may involve many hazards and operating risks, some of which may not be fully covered by insurance. The occurrence of a
significant accident or other event that is not fully insured could adversely affect our business, results of operations, financial condition,
and cash flows.
The mining companies that
we enter into strategic alliances with are subject to many hazards and operating risks. Although our operating partners maintain
insurance coverage customary to the industry, it is possible that the many hazards and operating risks could result in our
inability to satisfy contractual obligations. This could result in prospective customers initiating claims against us. The operating
risks that may have a significant impact on our future operations include:
●
environmental hazards;
●
mining and processing equipment failures and unexpected maintenance problems;
●
inclement or hazardous weather conditions and natural disasters or other force majeure events;
●
seismic activities, ground failures, rock bursts or structural cave-ins or slides;
●
delays in moving our mining equipment;
●
railroad delays or derailments;
●
security breaches or terroristic acts; and
●
other hazards or occurrences that could also result in personal injury and loss of life, pollution and suspension of operations.
Any of these risks could adversely
affect our ability to conduct operations with the other parties to our strategic alliances or result in substantial loss to us
or such partners as a result of claims for:
●
personal injury or loss of life;
●
damage to and destruction of property, natural resources and equipment;
●
pollution, contamination and other environmental damage to our properties or the properties of others;
●
potential legal liability and monetary losses;
●
regulatory investigations, actions and penalties;
●
suspension of our operations; and
●
repair and remediation costs.
Although
we maintain insurance for a number of risks and hazards, we may not be insured or fully insured against the losses or liabilities that
could arise from a significant accident in our future operations. We may elect not to obtain insurance for any or all of these risks
if we believe that the cost of available insurance is excessive relative to the risks presented. In addition, pollution, contamination
and environmental risks generally are not fully insurable. The occurrence of an event that is not fully covered by insurance could have
a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay future dividends
to our common stockholders.
We
may be unsuccessful in integrating the operations of any future acquisitions, including acquisitions involving new lines of business,
with our existing operations, and in realizing all or any part of the anticipated benefits of any such acquisitions.
From
time to time, we may evaluate and acquire assets and businesses that
we believe complement our existing assets and business. The assets and businesses we acquire may be dissimilar from our initial lines
of business. Acquisitions may require substantial capital or the incurrence of substantial indebtedness. Our capitalization and results
of operations may change significantly as a result of future acquisitions. We may also add new lines of business to our existing operations.
Acquisitions and business expansions involve numerous risks, including the following:
●
difficulties in the integration of the assets and operations of the acquired businesses or lines of business;
●
inefficiencies and difficulties that arise because of unfamiliarity with new assets and the businesses associated with them and new geographic
areas;
●
the possibility that we have insufficient expertise to engage in such activities profitably or without incurring inappropriate amounts
of risk; and
●
the diversion of management’s attention from other operations.
Further,
unexpected costs and challenges may arise whenever businesses with different operations or management are combined, and we may experience
unanticipated delays in realizing the benefits of an acquisition. Entry into certain lines of business may subject us to new laws and
regulations with which we are not familiar and may lead to increased litigation and regulatory risk. Also, following an acquisition,
we may discover previously unknown liabilities associated with the acquired business or assets for which we have no recourse under applicable
indemnification provisions. If an acquired business or new line of business generates insufficient revenue or if we are unable to efficiently
manage our expanded operations, our results of operations may be materially adversely affected.
If
we do not make sufficient or effective capital expenditures, we will be unable to develop and grow our business. To fund our projected
capital expenditures, we will be required to use cash from our operations, incur debt or issue additional Common Stock or other
equity securities. Using cash from our operations will reduce cash available for maintaining or increasing our operating activities.
Our ability to obtain bank financing or our ability to access the capital markets for future equity or debt offerings may be limited
by our financial condition at the time of any such financing or offering and the covenants in our future debt agreements, as well as
by general economic conditions, contingencies and uncertainties that are beyond our control.
In
addition, incurring additional debt may significantly increase our interest expense and financial leverage, and issuing additional equity
securities may result in significant stockholder dilution.
Debt
we incur in the future may limit our flexibility to obtain financing and to pursue other business opportunities.
Our
future level of debt could have important consequences to us, including the following:
●
our ability to obtain additional financing, if necessary, for working capital, capital expenditures or other purposes may be impaired,
or such financing may not be available on favorable terms;
●
our funds available for operations and future business opportunities will be reduced by that portion of our cash flow required to make
interest payments on our debt;
●
we may be more vulnerable to competitive pressures or a downturn in our business or the economy generally; and
●
our flexibility in responding to changing business and economic conditions may be limited.
Our
ability to service any future debt will depend upon, among other things, our future financial and operating performance, which
will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our
control. If our operating results are not sufficient to service any future indebtedness, we will be forced to take actions such as reducing
or delaying our business activities, investments or capital expenditures, selling assets or issuing equity. We may not be able to effect
any of these actions on satisfactory terms or at all.
Terrorist
attacks or cyber-incidents could result in information theft, data corruption, operational disruption and/or financial loss.
Like
most companies, we have become increasingly dependent upon digital technologies, including information systems, infrastructure and cloud
applications and services, to operate our businesses, to process and record financial and operating data, communicate with our business
partners, as well as other activities related to our businesses.
Strategic targets, such as energy-related assets, may be at greater risk of future terrorist or cyber-attacks than other targets in the
United States. Deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third
parties, or cloud-based applications could lead to corruption or loss of our proprietary data and potentially sensitive data, delays
in production or delivery, difficulty in completing and settling transactions, challenges in maintaining our books and records, environmental
damage, communication interruptions, other operational disruptions and third-party liability. Our insurance may not protect us against
such occurrences. Consequently, it is possible that any of these occurrences, or a combination of them, could have a material adverse
effect on our business, financial condition, results of operations and cash flows. Further, as cyber incidents continue to evolve, we
may be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate
any vulnerability to cyber incidents.
We
may face restricted access to international markets in the future.
Access
to international markets may be subject to ongoing interruptions and trade barriers due to policies and tariffs of individual countries,
and the actions of certain interest groups to restrict the import or export of certain commodities. Although there are currently no significant
trade barriers existing or impending of which we are aware that do, or could, materially affect our access to certain markets, there
can be no assurance that our access to these markets will not be restricted in the future.
Risks
associated with market concentration and our ability to sell and deliver products into existing and future key markets, impacting our
economic efficiency.
We
rely on the sale and delivery of the commodities we produce to customers around the world. Changes to laws, international trade arrangements,
contractual terms or other requirements and/or geopolitical developments could result in physical, logistical or other disruptions to
our operations in, or the sale or delivery of our commodities to, key markets. These disruptions could affect sales volumes or prices
obtained for our products, adversely impacting our financial performance, results of operations and growth prospects.
The
availability and reliability of transportation facilities and fluctuations in transportation costs could affect the demand for our products.
Transportation
logistics will play an important role in allowing us to supply our partners’ products to prospective customers. Any significant
delays, interruptions or other limitations on the ability to transport their products could negatively affect our operations. Delays
and interruptions of rail services because of accidents, failure to complete construction of rail infrastructure, infrastructure damage,
lack of rail or port capacity, weather-related problems, governmental regulation, terrorism, strikes, lock-outs, third-party actions
or other events could impair our ability to supply our future partners’ products to customers and adversely affect our profitability.
In addition, transportation costs represent a significant portion of the delivered cost of minerals and, as a result, the cost of delivery
is a critical factor in a customer’s purchasing decision. Increases in transportation costs, and fluctuations in the price of locomotive diesel fuel and demurrage, could make our partners’ products
less competitive, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows
to our stockholders.
Risks
Related to Environmental, Health, Safety and Other Regulations
The
operations of our strategic alliance counterparts
may impact the environment or cause exposure to hazardous substances, and our properties may have environmental contamination, which
could expose us to significant costs and liabilities.
The operations of
our strategic alliance counterparts currently use hazardous materials and generate limited quantities of hazardous wastes from
time to time. Drainage flowing from or caused by mining activities can be acidic with elevated levels of dissolved metals, a
condition referred to as “acid mine drainage,” or may include other pollutants requiring treatment. We could become
subject to claims for toxic torts, natural resource damages and other damages as well as for the investigation and clean-up of soil,
surface water, groundwater, and other media. Such claims may arise, for example, out of conditions at sites that counterparts to
our strategic alliances operate, as well as at sites that they previously owned or operated, or may acquire. Our liability for
such claims may be joint and several, so that we may be held responsible for more than our share of the contamination or other
damages, or for the entire share.
Environmental
activism and initiatives aimed at limiting climate change and a reduction of air pollutants could interfere with our business activities,
operations and ability to access capital sources.
Participants in the mining industry
are frequently targeted by environmental activist groups that openly attempt to disrupt the industry. It is possible that our strategic
alliance counterparts may be the target of such activism in the future, including when we attempt to grow our business through acquisitions,
when our strategic alliance counterparts commence new mining operations or register our securities with the SEC. If that were
to happen, our ability to operate our business or raise capital could be materially and adversely impacted.
Our future strategic alliance counterparts’
mines are subject to stringent foreign, federal and state safety regulations that increase their cost of doing business at
active operations and may place restrictions on theirs or our methods of operation. Any change to government regulation/administrative
practices may have a negative impact on our ability to operate and our profitability. In addition, government inspectors in certain
circumstances may have the ability to order the mining operations of our strategic alliance counterparts to be shut down
based on safety considerations.
Federal,
state, local and foreign mining regulations are
routinely expanded, changed, applied or interpreted in manners which could fundamentally alter the ability of our Company to carry
on our business, by raising compliance costs and increasing potential liability. This and other future mine safety rules could potentially
result in or require significant expenditures by our strategic alliance counterparts, as well as additional safety training and
planning, enhanced safety equipment, more frequent mine inspections, stricter enforcement practices and enhanced reporting requirements.
At this time, it is not possible to predict the full effect that current, new or proposed statutes, regulations and policies will
have on the operating costs of our strategic alliance counterparts, but any expansion of existing regulations, or making
such regulations more stringent may inadvertently have a negative impact on the profitability of our operations.
Our
business model may result in various legal proceedings, which may have an adverse effect on our business.
Due
to the nature of our business, at times we may be involved in legal proceedings incidental to our normal business activities. We will
not be able to predict the outcome, and there is always the potential that the costs of litigation in an individual matter or the aggregation
of many matters could have an adverse effect on our cash flows, results of operations or financial position.
A resurgence of COVID-19
or a new pandemic may have a negative impact on our business.
A
resurgence of COVID-19 or a new pandemic could present a significant and unforecastable risk to the Company and our business plan. Any
restrictions on national and international travel, required closures, travel and import/export restrictions, and sipping impacts may
make made it increasingly difficult to carry out normal business activities related to corporate finance efforts, the pursuit of new
customers for the Company’s products and services and curtailment of delivery of commodities to customers. As a result, a resurgence
of the COVID-19 pandemic or a new pandemic will almost certainly increase risks of lower revenues and higher losses for the Company.
Risks
Related to this Offering and Our Common Stock
Trading on the OTC Pink
Market may be volatile and sporadic, which could depress the market price of our Common Stock and make it difficult for
our stockholders to resell their shares.
Our
Common Stock is quoted on the OTC Pink Market operated by OTC Markets Group Inc. Trading in stock quoted on the OTC Pink
Market is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do
with our operations or business prospects. This volatility could depress the market price of our Common Stock for reasons unrelated
to operating performance. Moreover, the OTC Pink Market is not a stock exchange, and trading of securities on the OTC Pink Market
is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like Amex. Accordingly,
shareholders may have difficulty reselling any of the shares.
Our
stock is a penny stock. Trading of our stock may be restricted by the Securities and Exchange Commission’s penny stock regulations
which may limit a stockholder’s ability to buy and sell our stock.
Our
stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock”
to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per
share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements
on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited
investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000
or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared
by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny
stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation
of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock
held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before
or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not
otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment
for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the
effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage
investor interest in and limit the marketability of our Common Stock.
The
Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder’s
ability to buy and sell our stock.
In
addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment
to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to
recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts
to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least
some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock,
which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
Because
we can issue additional shares, purchasers of our shares may incur immediate dilution and may experience further dilution.
We
are authorized to issue up to 1,000,100,000 shares, consisting of 1,000,000,000 shares of Common Stock, and 100,000 shares of
Series A Super-Voting Preferred Stock. The Board has the authority to approve additional share issuances, and to determine the rights,
preferences and privileges of such shares, without consent of any of our stockholders. Consequently, our stockholders may experience
more dilution in their ownership of the Company in the future.
An active,
liquid and orderly trading market for our common stock may not develop or be maintained, and our stock price may be volatile and/or
decrease substantially as a result of the sale of the shares.
Active,
liquid and orderly trading markets usually result in less price volatility and more efficiency in carrying out investors’ purchase
and sale orders. The market price of our Common Stock could vary significantly as a result of a number of factors, some of which
are beyond our control. In the event of a drop in the market price of our Common Stock, you could lose a substantial part or all
of your investment in our Common Stock.
The
following factors could affect our stock price:
|
● |
our
operating and financial performance; |
|
|
|
|
● |
quarterly
variations in the rate of growth of our financial indicators, such as net income per share, net income and revenues; |
|
|
|
|
● |
the
public reaction to our press releases, our other public announcements and our filings with the SEC; |
|
|
|
|
● |
strategic
actions by our competitors; |
|
|
|
|
● |
changes
in revenue or earnings estimates, or changes in recommendations or withdrawal of research coverage, by equity research analysts; |
|
|
|
|
● |
speculation
in the press or investment community; |
|
|
|
|
● |
the
failure of research analysts to cover our Common Stock; |
|
|
|
|
● |
sales
of our Common Stock by us or underwriters or the perception that such sales may occur; |
|
|
|
|
● |
changes
in accounting principles, policies, guidance, interpretations or standards; |
|
|
|
|
● |
additions
or departures of key management personnel; |
|
|
|
|
● |
actions
by our stockholders; |
|
|
|
|
● |
general
market conditions, including fluctuations in commodity prices; |
|
|
|
|
● |
domestic
and international economic, legal and regulatory factors unrelated to our performance; and |
|
|
|
|
● |
the
realization of any risks described under this “Risk Factors” section. |
The
stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular
companies. These broad market fluctuations may adversely affect the trading price of our Common Stock. Securities class action
litigation has often been instituted against companies following periods of volatility in the overall market and in the market price
of a company’s securities. Such litigation, if instituted against us, could result in very substantial costs, divert our management’s
attention and resources and harm our business, operating results and financial condition.
The
Series A Super-Voting Preferred stockholders will have the ability to direct the voting of a majority of the voting power of our
Common Stock, and their interests may conflict with those of our other stockholders.
The
Series A Super-Voting Preferred stockholders will
hold a voting control equivalent to approximately 66.36% of our Common Stock, making us a controlled company since the Series A Super-Voting
Preferred stockholder will continue to own a majority of the voting power of shares eligible to vote in the election of our directors.
As
a result, the Series A Super-Voting Preferred stockholders will be able to control matters requiring stockholder approval,
including the election of directors, changes to our organizational documents and significant corporate transactions. This concentration
of ownership makes it unlikely that any other holder or group of holders of our Common Stock will be able to affect the way we
are managed or the direction of our business. The interests of the Series A Super-Voting Preferred stockholders with respect
to matters potentially or actually involving or affecting us, such as future acquisitions, financings and other corporate opportunities
and attempts to acquire us, may conflict with the interests of our other stockholders. The Series A Super-Voting
Preferred stockholders’ concentration of voting control may also adversely affect the trading price of our Common Stock
to the extent investors perceive a disadvantage in owning stock of a company with significant stockholders.
We
may issue preferred stock whose terms could adversely affect the voting power or value of our Common Stock.
Our
amended and restated certificate of incorporation will authorize us to issue, without the approval of our stockholders, one or more classes
or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our Common
Stock respecting dividends and distributions, as our Board may determine. The terms of one or more classes or series of preferred
stock could adversely impact the voting power or value of our Common Stock. For example, we might grant holders of preferred stock
the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified
transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock
could affect the residual value of the Common Stock.
We
are an “emerging growth company” under the federal securities laws and we cannot be certain if the reduced disclosure requirements
applicable to emerging growth companies will make our common stock less attractive to investors.
We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities
Act”), and we may take advantage of certain exemptions from various reporting requirements that are not applicable to other public
companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor
attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in
our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation
and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common
stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there
may be a less active trading market for our common stock and our stock price may be more volatile.
In
addition, an “emerging growth company” may take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company”
can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing
to take advantage of the extended transition period for complying with new or revised accounting standards.
We
will remain an “emerging growth company” until the last day of the fiscal year following the fifth anniversary of the date
of the first sale of our common stock pursuant to an effective registration statement under the Securities Act, although we will lose
that status sooner if our revenues exceed $1.235 billion, if we issue more than $1 billion in non-convertible debt in a three year period,
or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last day of our most recently
completed second fiscal quarter.
Investors
may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent
as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and
results of operations may be materially and adversely affected.
If
securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations
regarding our Common Stock or if our operating results do not meet their expectations, our stock price could decline.
The
trading market for our Common Stock will be influenced by the research and reports that industry or securities analysts may publish
about us or our business. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly,
we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover,
if one or more of the analysts who cover our company downgrades our Common Stock or if our operating results do not meet their expectations,
our stock price could decline.
Investors’
interests in our Company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares
or raise funds through the sale of equity securities.
Our articles of incorporation
authorize the issuance of 1,000,100,000 shares of capital stock, consisting of 1,000,000,000 shares of Common Stock, and 100,000
shares of Series A Super-Voting Preferred stock, both with a par value of $0.001. If we are required to issue any additional shares or
enter into private placements to raise financing through the sale of equity securities, investors’ interests in our Company will
be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold.
If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of
all other stockholders. Further, any such issuance may result in a change in our control.
There is not an active
liquid trading market for the Company’s common stock.
The Company’s common
stock is quoted on the OTC Pink Market under the symbol “MTWO”. However, there has been minimal reported trading to date
in the Company’s common stock, and we cannot give an assurance that an active trading market will develop. As a result, investors
may find it difficult to dispose of, or to obtain accurate quotations of the price, our securities. This severely limits the liquidity
of the Common Stock and may adversely affect the market price of our Common Stock. A limited market may also impair our ability to raise
capital by selling shares of capital stock and may impair our ability to acquire other companies or assets by using Common Stock as consideration.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus (including the section regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations)
and any prospectus supplement contains forward-looking statements, about our expectations, beliefs or intentions regarding, among other
things, our product development efforts, business, financial condition, results of operations, strategies or prospects. In addition,
from time to time, our representatives have made or may make forward-looking statements, orally or in writing. Forward-looking statements
can be identified by the use of forward-looking words such as “believe,” “expect,” “intend,” “plan,”
“may,” “should” or “anticipate” or their negatives or other variations of these words or other comparable
words or by the fact that these statements do not relate strictly to historical or current matters. These forward-looking statements
may be included in, but are not limited to, various filings made by us with the SEC, press releases or oral statements made by or with
the approval of one of our authorized executive officers. Forward-looking statements relate to anticipated or expected events, activities,
trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these
statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future
results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially
from the activities and results anticipated in forward-looking statements, including, but not limited to, the factors summarized below.
This
prospectus identifies important factors which could cause our actual results to differ materially from those indicated by the forward-looking
statements, particularly those set forth under the heading “Risk Factors,” beginning on page 5 of this prospectus.
The risk factors included in this prospectus are not necessarily all of the important factors that could cause actual results to differ
materially from those expressed in any of our forward-looking statements. Given these uncertainties, you are cautioned not to place undue
reliance on such forward-looking statements.
All
forward-looking statements attributable to us or persons acting on our behalf speak only as of the date of this prospectus and are expressly
qualified in their entirety by the cautionary statements included in this prospectus. We undertake no obligations to update or revise
forward-looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated
events. In evaluating forward-looking statements, you should consider these risks and uncertainties.
USE
OF PROCEEDS
We
will not receive any of the proceeds from the sale of the shares of our Common Stock being offered for sale by the selling stockholders.
We will bear all fees and expenses incident to our obligation to register the shares of Common Stock. Brokerage fees, commissions
and similar expenses, if any, attributable to the sale of shares offered hereby will be borne by the applicable selling stockholders.
MARKET
PRICE AND DIVIDENDS
Market
Price for our Common Stock
Our Common Stock began trading
on the OTC Pink Market under the symbol “INKI.” On June 8, 2023, our stock symbol
changed to “MTWO”. You should be aware that over-the-counter market quotations may reflect inter-dealer prices, without
retail mark-up, mark-down or commissions and may not necessarily represent actual transactions. The high and low bid quotations for our
shares of our Common Stock for the quarterly periods our stock
traded within the two most recent fiscal years and the fiscal quarters of our current fiscal year are (prices set forth below represent
inter-dealer quotations, without retail markup, markdown or commission and may not be reflective of actual transactions):
| |
High | | |
Low | |
Fiscal 2021 | |
| | | |
| | |
Quarter ended September 30, 2021 | |
$ | 0.04 | | |
$ | 0.04 | |
Quarter ended December 31, 2021 | |
$ | 0.04 | | |
$ | 0.04 | |
Fiscal 2022 | |
| | | |
| | |
Quarter ended March 31, 2022 | |
$ | 1.10 | | |
$ | 0.04 | |
Quarter ended June 30, 2022 | |
$ | 1.10 | | |
$ | 1.10 | |
Quarter ended September 30, 2022 | |
$ | 1.10 | | |
$ | 1.10 | |
Quarter ended December 31, 2022 | |
$ | 1.10 | | |
$ | 1.10 | |
Fiscal 2023 | |
| | | |
| | |
Quarter ended March 31, 2023 | |
$ | 1.10 | | |
$ | 1.10 | |
Quarter ended June 30, 2023 | |
$ | 1.10 | | |
$ | 1.10 | |
Quarter ended September 30, 2023 | |
$ | 1.10 | | |
$ | 1.10 | |
Holders
As
of November 21, 2023, there were approximately 89 stockholders of record holding 506,961,668 shares of our Common Stock. This
number does not include an indeterminate number of stockholders whose shares are held by brokers in street name. The holders of our Common
Stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of our Common
Stock have no preemptive rights and no right to convert their Common Stock into any other securities. Additionally, there are no redemption
or sinking fund provisions applicable to our Common Stock.
Dividend
Policy
We
have never paid any cash dividends on our Common Stock and do not anticipate paying any cash dividends on our Common Stock in the foreseeable
future. We presently intend to retain all earnings to implement our business plan. Any future determination to pay cash dividends
will be at the discretion of our Board and will be dependent upon our financial condition, results of operations, capital requirements
and such other factors as our Board deems relevant. Our ability to pay cash dividends is subject to limitations imposed by state law.
OUR
BUSINESS
Our
Vision
Our
vision is to develop a world-class portfolio of critical minerals and materials projects. The diversity of our portfolio would provide
an integrated solution to the challenges facing the critical minerals and materials industry.
The
Global Energy Transition
Renewable
energy is expected to overtake coal by 2025 as the world’s largest source of electricity.3 The growth in renewable energy
is exponential.
In
the U.S., the Secretary of Energy pursuant to authority under the Energy Act of 2020 determines the list of critical minerals and materials.
The final 2022 list of critical minerals includes the following 50 minerals Aluminum, antimony,
arsenic, barite, beryllium, bismuth, cerium, cesium, chromium, cobalt, dysprosium, erbium, europium, fluorspar, gadolinium, gallium,
germanium, graphite, hafnium, holmium, indium, iridium, lanthanum, lithium, lutetium, magnesium, manganese, neodymium, nickel, niobium,
palladium, platinum, praseodymium, rhodium, rubidium, ruthenium, samarium, scandium, tantalum, tellurium, terbium, thulium, tin, titanium,
tungsten, vanadium, ytterbium, yttrium, zinc, and zirconium.4
The
vital market for critical minerals and metals is the enabling component of the vital transition
of the energy market. The infrastructure requirement for clean energy is dependent on the availability of the raw materials that
these minerals represent. The future of the nation’s economic security and our national defense industry is reliant on an uninterrupted
supply chain of minerals and metals.
Nickel,
lithium, cobalt, and graphite are used in batteries. Rare-earth minerals such as neodymium and samarium are essential to the magnets
of wind turbines and electric motors. An unstable supply of these minerals threatens the continued growth of renewable energy.
The
chart in figure 1 depicts the projected growth of the demand for specific minerals that provide the base material for the manufacturing
of electrical vehicle and energy storage batteries. The growth rate for projected demand in 2050 is presented using 2020 as the base
of comparison.5
Figure
1: Energy Storage Minerals
Many
of these critical minerals are mined and processed in a small number of countries, as illustrated in the chart in Figure 2.6
3
“The Clean Energy Future is Arriving Faster Than You Think,” NY Times, August 12, 2023
4
energy.gov/cmm/what-are-critical-materials-and critical-minerals.
5
Source: https://www.iea.org/reports/the-role-of-critical-minerals-in-clean-energy-transitions;
The Role of Critical Minerals in Clean Energy
Transitions”
6 “The
global fight for critical minerals is costly and damaging,” Nature, July 19, 2023; https://www.nature.com/articles/d41586-023-02330-0#:~:text=Elements%20such%20as%20rare%2Dearth,China%27s%20dominance%20over%20their%20production
Figure
2: Sources of Minerals
The
current dependence on foreign sources for critical materials supply flow and minerals processing must be addressed in the short
and mid-term to create a stable supply chain of these materials to support both the national and economic security of the U.S. The
table as Figure 3 depicts the current level of foreign sources for critical minerals by industry.7
Figure
3: Critical Minerals List Associated with Key Industries
7
U.S. Department of the Interior U.S. Geological Survey, MINERAL COMMODITY SUMMARIES 2023,
https://pubs.usgs.gov/periodicals/mcs2023/mcs2023.pdf
Our Organizational Chart
It is currently anticipated
that M2i’s structure will be built upon three separate business units with standalone P&Ls to carry on the Company’s
objectives. Each P&L will be led by a vice president, who will work with a management team focused on implementing and building
each effort into a business line, taking advantage of federal and state incentives, and building its own profit and loss contributions
to the overall organization. The vice presidents will report to the president/chief executive officer of the Company. M2i business
development will be a cross-functional discipline whose responsibilities cut across the organization. M2i will establish
a finance department, staffed by a Director of Finance and Controller to ensure the effective and efficient management of funds, and
to implement appropriate accounting controls.
M2i
Primary Minerals & Metals
The primary business purpose
of PMM will be to develop and supply the U.S. sanctioned value chain of critical metals needed by the U.S. and its free trade
partners. PMM will supply the 50 critical minerals and Rare Earth Elements (“REE”) as defined by the U.S. Geologic Survey
2022. These minerals will be sourced globally from mines adhering to ethical extraction principles and guidelines.
Strategic
Alliances
The
Company expects to enter several strategic alliances (“SAs”) to further its business objectives; namely through multiple
mechanisms including asset acquisition and independent supply contracts. The SAs will likely be with companies that can expand
our capability to extract minerals from existing mines, assist in implementing new mining projects, and develop and place into production
new technologies and processes in extracting and processing minerals. Our efforts, and particularly our JVs, will be focused on delivering
guaranteed access to critical minerals and metals for national defense and economic security.
Currently,
we are in negotiations with Reforme Group (“Reforme”), an Australian mining and recycling company to enter into a
strategic alliance agreement (the “SA Agreement”) wherein Reforme and M2i will create an Australian proprietary
limited company (“M2i Aust”) to source and trade critical metals and strategic minerals. It is currently anticipated that
M2i and Reforme Group will each be equal shareholders in M2iAust. It is currently anticipated that
the SA Agreement will enable us to capitalize on Reforme’s expertise in critical minerals. Reforme is an innovative
Australian mining services, infrastructure, recycling, and renewables company with specialized expertise in the development of green
and brown field mining projects with the demonstrated capability in end-to-end management of mine operations, processing, logistics and
off-take negotiations.
The
SA will play a pivotal role
in advancing the critical minerals supply chain and contributing to the global energy transformation. We expect that the SA will
extract critical minerals from existing brownfield mines’ tailings utilizing a novel extraction technology and process developed
by Reforme. Reforme’s technology includes mine remediation methods to return the site to a
state that would satisfy government and community concerns. It is anticipated that Reforme will grant M2iAust
a right of first refusal to enter into offtake agreements with Reforme or its related corporate bodies for any critical metals and strategic
minerals extracted from mining tenements owned or controlled by Reforme. M2i will support the development of strategic resources by Reforme.
Together, the companies will refer any third party off take opportunities in the Asia Pacific region for strategic resources to M2iAust.
M2iAust will negotiate offtake agreements to secure offtake from Reforme and third parties for offtake which will be sold to M2i in subsequent
offtake agreements. The JV has a term of 5 years unless agreed otherwise. By leveraging their combined expertise and resources, the
partners intend to establish a more sustainable and efficient critical minerals ecosystem that fully aligns with the objectives outlined
in the United States-Australian Climate, Critical Minerals, and Clean Energy Transformation Compact.
The
Company expects it subsidiary, U.S. Minerals and Metals Corp., to assign to it two contracts with Lyons Capital, LLC. On February 23,
2023, U.S. Minerals and Metals Corp. and Lyons Capital, LLC (“Lyons”) entered into a business development agreement wherein
Lyons agreed to act as Senior Strategic and Business Development Advisor to U.S. Minerals and Metals Corp. for a term of 10 years (the
“BDA”). Lyons will receive, on January 2, 2024, and on the first business day of each year thereafter 10,000,000 shares of
U.S. Minerals and Metals Corp.’s common stock in exchange for a purchase price of $1,000 per year. The BDA may be terminated by
either party for any reason effective upon the first business day of the calendar year following the termination notice provided at least
30 days in advance.
Lyons
and Minerals and Metals Corp. also entered into the Wall Street Conference Business Development Agreement on February 23, 2023 (the “WSCA”).
In the WSCA, Lyons agreed, for a term of 5 years, to provide U.S. Minerals and Metals Corp. with a yearly event sponsorship, including
a speaking slot at the Wall Street Conference organized by Lyons, and introductions to, among others, personnel for business development
opportunities. In exchange, Lyons will receive $2,000,000 per year in either cash or shares of U.S. Minerals and Metals Corp.’s
common stock (if elected, the issuance of shares will be issued at a purchase price of $200 per year).
M2i
Recycling
Critical
metals are of vital importance for the defense sector across the air, sea, and land domains. For instance, tantalum is needed in warheads,
and high-performing alloys used in fuselages of combat aircraft require niobium, vanadium, and molybdenum.
We
see an opportunity to establish a closed-loop,
transparent program for capturing and returning critical metals and minerals in the defense industrial supply chain. This program would
encompass both new production and end-of-life systems, ensuring that these valuable resources are reused domestically rather than relying
on foreign sources.
The
defense supply chain presents a significant volume of critical metals that can be effectively recycled and reused. By tapping into this
resource and establishing M2i as an efficient supplier of this service, we can capture a considerable market share. This opportunity
arises from the fact that no recycling company, to our knowledge, has successfully accomplished this on a large scale thus far.
M2i
Government and Policy
M2i
Government and Policy is the business unit established with the goals of aligning U.S. policy in terms of industry requirements
and national interests. The cornerstone of the value proposition of G&P is the creation and management of the Strategic Minerals
Reserve (“SMR”) in collaboration with the federal government to enable an uninterrupted supply of the most
critical minerals and metals to mitigate the current and future vulnerabilities of this vital supply chain. We expect the SMR to augment
or enhance the National Defense Stockpile.
G&P will focus on two key
efforts, the implementation of the SMR and the ongoing liaison with the government at the federal, state, and local levels. Critical
to the success of the SMR will be the continuing dialogue with key congressional members. We have established congressional support in
Nevada and are working to receive both an authorization in the annual National Defense Authorization Act, as well as, an appropriation
of funding to enable the implementation of the SMR. G&P also aims to establish a collaboration with Hawthorne Army Depot,
located in Hawthorne, Nevada, to obtain the storage and administrative space to conduct a pilot demonstration.
The
ongoing liaison with select members of the congressional contingent from Nevada will act to ensure that the SMR pilot retains
the focus of each respective office. We expect that the conclusion of a successful pilot will lead to the establishment of the
second phase of the SMR, which is to build out the SMR to multiple locations, and to stockpile critical minerals that would extend supply
beyond the DOD industry to private sector industry organizations in the event of a disruption to the flow of critical minerals.
Human
Capital
Recruiting
the right people will be critical to our success. We believe that the team of officers, directors and advisors that we have already assembled
will provide a strong foundation for developing our business. See “Management” for the biographies of our officers, directors
and advisors.
Financing
Sources
We
estimate that our first two years of operation will require $20-30 million. Our aim is to obtain government funding to meet this
need.
Competition
The
Company, upon achieving its business objectives, believes it will be one of the only companies that operates across the full spectrum
of the mineral and metals industry.
The
rare earths mining and processing markets are capital intensive and competitive. Outside of the six (6) major rare earth producers in
China, and those consolidated under their production quotas—there are only two other producers operating at scale, MP Materials
and Lynas, which processes its rare earth materials in Malaysia. The Company’s competitors may have greater financial resources,
as well as other strategic advantages to maintain, improve and possibly expand their facilities.
It
is possible that when the Company achieves its anticipated production rates and other planned products, the increased competition could
lead competitors to engage in predatory pricing behavior. Any increase in the amount of rare earth products exported from other nations,
and increased competition, whether legal or illegal, may result in price reductions, reduced margins and loss of potential market share,
any of which could materially adversely affect our profitability.
Additionally,
our potential Chinese competitors have historically been able to produce at relatively low costs due to domestic economic and regulatory
factors, including less stringent environmental regulations. If we are not able to achieve anticipated costs of production, then any
strategic advantages that our competitors may have over us, such as lower labor and production costs, could have a material adverse effect
on our business. As a result of these factors, we may not be able to compete effectively against current and future competitors.
Many
of the Company’s competitors, as well as potential competitors, possess substantially greater financial, marketing, personnel and other
resources than the Company. The Company’s competitors and potential competitors include far larger, more established companies that have
access to capital markets, and to other funding sources that may be unavailable to the Company. There can be no assurance the Company
will be able to compete successfully against current or future competitors or that competitive pressures faced by the Company will not
materially adversely affect its business, operating results, and financial condition.
Compliance
with Government Regulation
Mining
operations and exploration activities are subject to various national, state, and local laws and regulations in United States, as well
as other jurisdictions, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health,
waste disposal, protection of the environment, mine safety, hazardous substances and other matters.
We
believe that we are and will continue to be in compliance in all material respects with applicable statutes and the regulations passed
in the United States. There are no current orders or directions relating to our Company with respect to the foregoing laws and regulations.
DESCRIPTION
OF PROPERTY
Our
principal executive offices are located at 885 Tahoe Blvd. Incline Village, NV 89451. The Company does not own any
property or hold any leases.
LEGAL
PROCEEDINGS
We
know of no other material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any other
material proceeding or pending litigation. There are no other proceedings in which any of our directors, executive officers or affiliates,
or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You
should read the following discussion and analysis of financial condition and results of operations of M2i Global, Inc., together with
our annual audited financial statements as of November 30, 2022, and, 2021, and unaudited financial statements as of August 31, 2023, and the related notes included elsewhere in this prospectus. You should read the sections titled “Risk Factors”
and “Special Note Regarding Forward-Looking Statements” for a discussion of important factors that could cause actual results
to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion
and analysis.
Recently
Issued Accounting Pronouncements
During
the period ended August 31, 2023, and through the filing of this prospectus, there were several new accounting pronouncements issued
by the Financial Accounting Standards Board (“FASB”). Each of these pronouncements, as applicable, has been or will be adopted
by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact
on the Company’s financial statements.
All
other new accounting pronouncements issued but not yet effective or adopted have been deemed not to be relevant to us, hence are not
expected to have any impact once adopted.
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 Securities
and Exchange Commission on March 15, 2023.
Liquidity
and Capital Resources
At
August 31, 2023, the Company had a cash balance of $44,914, as compared to a cash balance of $114 at November 30, 2022. The Company incurred
negative cash flow from operations of $954,702 for the period ended August 31, 2023, as compared to negative cash flow from operations
of $10,510 in the comparable prior year period. The increase in negative cash flows from operations was primarily from increased travel
and professional fees during the current period as the Company shifted its focus and prepared to ramp up operations. Cash flows from
investing activities during the periods ending August 31, 2023 and 2022 were zero and $6,310, respectively. Cash flows from financing
activities during the periods ended August 31, 2023 and 2022 totaled $999,501 and $16,880, respectively. The increase was the result
of $1,234,501in proceeds from the issuance of stock, $435,000 in payments for the purchase of treasury shares and increase in related
party loan of $183,120. Going forward, the Company expects capital expenditures to increase significantly as operations are expanded
pursuant to its current growth plans. The Company anticipates the requirement to raise significant debt or equity capital in order to
fund future operations.
Results
of Operations
Comparison of the Three Months Ended August 31, 2023 and 2022
For the three months ended
August 31, 2023 and 2022, 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.
For
the three months ended August 31, 2023, our operating expenses increased to $1,446,398 compared to $23,364 for the comparable period
in 2022. The increase of $1,423,034 was primarily driven by travel and 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.
Comparison of the Nine Months Ended August 31, 2023 and 2022
For
the nine months ended August 31, 2023 and 2022, the Company’s revenues totaled $3,400 and $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.
For
the nine months ended August 31, 2023, our operating expenses increased to $1,921,863 compared to $47,635 for the comparable period in
2022. The increase of $1,874,228 was primarily driven by travel and 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 nine months ended August 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 Years Ended November 30,
2022 and 2021
For the years ended November
30, 2022 and 2021, the Company’s revenues totaled $1,000 and $0, respectively.
For the year ended November
30, 2022, our operating expenses increased to $67,442 compared to $17,837 for the comparable period in 2021. The increase of $49,605
was primarily due to an increase of $49,000 in payroll expense.
Off
Balance Sheet Arrangements
We
do not have any off-balance sheet arrangements.
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.
Controls
and Procedures.
Evaluation
of Disclosure Controls and Procedures: Our management carried out an evaluation of the effectiveness and design and operation
of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934,
as amended (the Exchange Act). Based on that evaluation, our Chief Executive Officer has concluded that, at August 31, 2023, such disclosure
controls and procedures were not effective.
Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in
the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to
ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated
to management including our Chief Executive Officer and Interim Chief Financial Officer, or persons performing similar functions, as
appropriate, to allow timely decisions regarding required disclosure.
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 have been no changes in our internal controls over
financial reporting that occurred during the period ended August 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. |
Critical
Accounting Estimates
Our
consolidated financial statements and accompanying notes are prepared in accordance with US GAAP. Preparing financial statements requires
management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates
and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature
of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our
financials.
Going
Concern
The
accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting
principles, which contemplate continuation of the Company as a going concern. The Company had limited revenues and incurred losses during
the period ended August 31, 2023 and 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 may be dependent, for the near future, on additional investment capital to fund operating expenses. It is
anticipated that revenues will be forthcoming within the third or fourth quarters of the current fiscal year. There are no assurances
that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
MANAGEMENT
Directors
and Executive Officers
Set
forth below is certain information with respect to the individuals who are our directors and executive officers.
Doug
Cole
Mr.
Cole, age 67, is Executive Chairman and Chief Financial Officer of M2i Global, Inc. Doug brings over 39 years of experience in sales,
marketing, and leadership roles, having run over 8 companies, both public and private. He has focused all his time on global development
of startup companies and turnarounds. He has been involved with raising millions of dollars for his companies and numerous M&A work.
As a private and public chairman, CEO, and board member, he has expanded every company he has been involved with, leveraging relationships
globally. He has spoken at many major industry conferences throughout his career.
Prior
to M2i, Doug was Chairman and CEO of American Battery Metals Corporation (ABML) from 2017 to 2021, where he orchestrated a successful
turnaround that resulted in a high of a $2 billion market capitalization. Mr. Cole led the transition from a lithium exploration and
development company to a lithium asset and lithium-ion battery metal recycling company and left the company in August of 2021. He was
a Partner overseeing all ongoing deal activities with Objective Equity LLC from 2005 through 2016, a boutique investment bank focused
on the high technology, data analytics and the mining sector.
Since
1977, Mr. Cole has held various executive roles, including Chairman, Executive Vice Chairman, Chief Executive Officer and President of
multiple public corporations. From May 2000 to September 2005, he was also the Director of Lair of the Bear, The University of California
Family Camp located in Pinecrest, California. During the period between 1991 and 1996 he was the CEO of HealthSoft and he also founded
and operated Great Bear Technology, which acquired Sony Image Soft and Starpress, then went public and eventually sold to Graphix Zone.
In 1995, Mr. Cole was honored by New Enterprise Associates, a leading venture capital firm, as CEO of the year.
Since
1982 he has been very active with the University of California, Berkeley where he mentors early-stage technology companies. Mr. Cole
has extensive experience in global M&A and global distributions. He obtained his BA in Social Sciences from UC Berkeley in 1978.
Jeffrey
W. Talley
Lieutenant
General (Ret) Jeffrey W. Talley, age 64, is President and CEO of U.S. Minerals and Metals Corporation. Jeff is an accomplished
senior executive and proven leader with experience in large-scale organizations, public private partnerships, national & cyber security,
environmental & energy sustainability, disaster emergency management, infrastructure resilience, data analytics & technology,
R&D, and higher education. Jeff’s career consists of a portfolio of academic, business, and government experiences.
Prior
to assuming his role, he served as President and CEO of The P3i Group, which he founded in 2020, providing senior
management consulting to clients, with emphasis on the application of P3s to solve complex problems and create new opportunities. Prior
to The P3i Group, Jeff served as Vice President and Global Fellow at IBM from 2017 thru 2020, IBM’s Global Government Industry
practice, advising senior leadership on strategic issues to include emerging markets, business development, and acquisitions.
Jeff’s
board experience includes serving as Chairman of the Board of Directors for BluMetric Environmental, a Canadian environmental consulting
and water cleantech company, from March 2019 until July 2023. Jeff also served as a Member of the Board of Directors of the Environmental
and Energy Study Institute, a 501(c)(3) non-profit organization focused on advancing science-based solutions for climate change, energy,
and environmental challenges, from September 2019 until April 2023.
Jeff’s
military career included duty in the U.S., Korea, Kuwait, and Iraq, culminating in 2012 when he was appointed to the rank of Lieutenant
General and to a four-year term as the Chief of Army Reserve (USAR) & Commanding General of the U.S. Army Reserve Command (USARC).
The USAR and USARC is an organization of over 215,000 Soldiers/civilians, 134 general officers/executives, an annual operating budget
of $9B, and activities in over 30 countries, including all states/territories. He has received numerous medals/awards, including two
Army Distinguished Medals and three Bronze Star Medals. He retired from the military in 2016 and was recognized by the U.S. Senate on
June 28, 2016 with “Tribute to Lieutenant General Jeffrey W. Talley”, as reflected in the congressional record. On April
28, 2023, he was awarded the Gold de Fleury Medal for “inspirational leadership to the Nation and the U.S. Army Engineer Regiment.”
Jeff’s
academic positions held are: Assistant Professor, Associate Professor, Professor, Department Chair, Endowed Chair, Institute Director,
Adjunct Professor, Advanced Leadership Fellow, Scholar-in-Residence, and Professor of the Practice, with appointments at the University
of Notre Dame, Southern Methodist University, The Johns Hopkins University, Harvard University, and University of Southern California.
Jeff
holds a Ph.D. from Carnegie Mellon University, an Executive M.B.A. from the University of Oxford, an M.S.E. from The Johns Hopkins University,
an M.L.A. from Washington University in St. Louis, an M.S.S. from the U.S. Army War College, an M.A. from Assumption College, and a B.S.
from Louisiana State University. He is a registered Professional Engineer (P.E.), a Board-Certified Environmental Engineer (BCEE) in
Sustainability, and a Diplomate, Water Resources Engineer (D.WRE).
Dhruv
Gulati
Dhruv
Gulati, age 61, leads M2i Corporation’s business development and revenue generation pursuits, focusing on securing profitable and
strategic offtake contracts with US and other partner country private and public enterprises. Prior to joining M2i in December of 2022,
he led the Business Development - Strategic Partnerships: US and International Ventures for American Battery Technology Company (ABTC),
based in Reno, Nevada, from April 2021 thru March 2022. The primary focus of ABTC was Lithium Ion Battery Recycling & the development
of Lithium extraction technology. Prior to ABTC, Dhruv served as the Senior Client Executive for CMI/Solutions based in Cotati, California,
providing consulting and system integration services.
Since
2006, Dhruv has also served as Managing Director and Founder of Double G Holdings LLC based in Petaluma, California, focusing on real
estate development and home construction in Nicaragua.
James
C. Bernet
James
Bernet, age 59, is Vice President of Business Development for M2i Global. In this role, Jim is responsible for developing and executing
the business development vision, strategy, plans, and processes that will drive sales, increase revenue, expand markets, and accomplish
financial objectives. Jim will identify and evaluate new markets, partners, channels, and customers, while developing a wide network
of contacts to keep informed about current and future industry and market actions. Jim’s role also includes continually researching
and analyzing the business environment, competitors, and customers to develop ideas for new products and services, evaluating pricing
structure, and assessing business models. Additionally, Jim will provide business case narratives, feasibility studies, proposal development,
and negotiations for new business opportunities. Jim will be responsible to provide support across all M2i Global P&Ls, as well as
collaborate with marketing, sales, product development, and other stakeholders to advance the business development plan.
Prior
to joining M2i, Jim served as president of BCA Cares until March of 2023, a commercial loan brokerage firm that he founded in January
of 2005. His primary responsibility was to drive the growth and expansion of his business. Jim led a team of business development professionals
and collaborated with various internal and external stakeholders to identify new market opportunities, develop strategic partnerships,
and drive revenue growth.
Jim
is also an Army Reserve Ambassador (ARA) and was awarded the Meritorious Public Service Medal from the Secretary of the Army. This prestigious
award was formerly known as the Outstanding Civilian Service Award, and is the third highest honor within the public service awards scheme
of the Department of the Army that can be awarded to a private citizen. Jim is also Captain’s Circle Member with the San Diego
Police Foundation, Small Business owner, BCA Cares, LLC from 2005 to 2023.
Alberto
Rosende
Major
General (Ret) Alberto “Al” Rosende, age 61, leads M2i’s business operations and integration efforts, ensuring efficient
operations across M2i’s business units, as well as driving the effective and timely integration of new entities, focusing on realizing
planned revenue and operational contributions to M2i, optimizing M2i’s growing economies of scale. Al also leads the M2i Government
& Policy P&L, strengthening our relationships with federal, state, and local governmental entities, agencies and departments
to facilitate the creation of Public Private Partnerships (P3). Special focus is on the creation of a national Strategic Mineral Reserve
similar in scope and operation to the federal government’s Strategic Petroleum Reserve.
Al
has over 37 years of command and operational experience in the Army. In his private sector career, Al spent 28 years in the global payments
industry, where he worked for two of the largest global payment brands in a variety of responsibilities, providing operational and risk
management consulting services to client banks and payment processors operating in the Latin America and Caribbean Region.
Al
retired from the U.S. Army in December of 2021 with over 37 years of service, after spending the last four plus years serving in a full-time
capacity. After transitioning from the Army, he returned to work in the payments industry as a consultant, serving as President of Emerg-Int
Group, which he founded in 2016. He served as Head of Cards & Payments for Hi Americas during the period of March 2022 to July 2022,
an early wage access start-up firm and subsidiary of Hi-UK. Al also provided consulting services to Axyde Analytics, responsible for
customer support for key clients during the period of August 2022 thru February 2023. Since January 2023, Al has served as a Senior Instructor
for the Next Leadership Academy (since January 2023).
Al
holds a BS in Business Administration from Nova Southeastern University, an MS in National Resource Strategy from the National Defense
University, and an MA from The George Washington University in Education and Human Development.
Doug
Kunnel
Doug
Kunnel, age 65, has over 35 years of experience in leading and growing innovative technologies and recycling enterprises. For the past
20 years, Mr. Kunnel has a successful record of accomplishment in building and operating multifaceted recycling companies. He has a vast
knowledge and network of strategic partners key for achieving strategic growth/sales initiatives and partnership development.
Mr.
Kunnel was the founder, owner and CEO of Arrow Recycling Solutions. An enterprise founded in 1998 that focused predominately on major
industrial manufacturing accounts with an emphasis on improved industrial collecting systems, while developing alternative Environment,
Health, and Safety (EH&S) services and on-sight shop maintenance services. Operations were developed to enhance transaction/reporting
transparency and vertical market integration. Mr.
Kunnel
was employed by Arrow Recycling Solutions until its sale in 2018. Until his hiring at M2i, Mr. Kunnel was retired.
With
annual revenues reaching $28M and over 60+ Employees, Mr. Kunnel built an infrastructure consisting of large balers, process equipment,
a fleet of 15 trucks, and a complete range of support equipment. He also was co-inventor of modern technology for a patented inventory
monitoring system.
Family
Relationships
There
are no family relationships with any of the executive officers or directors of the Company and the above referenced individual. Other
than as set forth in the Agreement, there are no arrangements or understandings between the above referenced individual and any other
persons pursuant to which he was selected as a director, and there are no transactions in which he has an interest requiring disclosure
under Item 404(a) of Regulation S-K.
Election
of Directors and Officers
All
of our directors will hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified.
The officers of our Company are appointed by our Board and hold office until their death, resignation or removal from office.
Legal
Proceedings
We
know of no material proceedings in which any of our directors, officers, affiliates or any stockholder of more than 5% of any class of
our voting securities, or any associate thereof is a party adverse or has a material interest adverse to M2i or its subsidiaries. To
the best of our knowledge, none of our directors or executive officers has, during the past ten years:
|
● |
been
convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor
offences); |
|
|
|
|
● |
had
any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business
association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years
prior to that time; |
|
|
|
|
● |
been
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction
or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in
any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be
associated with persons engaged in any such activity; |
|
|
|
|
● |
been
found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated
a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
|
|
|
|
● |
been
the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged
violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions
or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution,
civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting
mail or wire fraud or fraud in connection with any business entity; or |
|
|
|
|
● |
been
the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Securities Exchange Act of 1934 (the “Exchange Act”) (15 U.S.C. 78c(a)(26)), any
registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange,
association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Code
of Ethics
We
have adopted a Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, which is a “code of ethics” as defined by applicable rules
of the SEC. The Code of Ethics is intended to meet the requirements for a code of ethics under the Sarbanes-Oxley Act of 2002, or “SOX”,
and is specifically applicable to our principal executive officer, principal financial and accounting officer and controller or persons
performing similar functions. Among other matters, the Code of Ethics is designed to deter wrongdoing and to promote:
|
● |
honest
and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional
relationships; |
|
|
|
|
● |
ethical
and fair dealing with our financial institutions, suppliers, vendors, competitors, agents and employees; |
|
|
|
|
● |
full,
fair, accurate, timely and understandable disclosure in our SEC reports and other public communications; |
|
|
|
|
● |
compliance
with applicable governmental laws, rules and regulations; |
|
|
|
|
● |
lawful
and ethical conduct when dealing with public officials and government entities; |
|
|
|
|
● |
prompt
internal reporting of violations of the Code of Ethics to appropriate persons identified in the code; and |
|
|
|
|
● |
accountability
for adherence to the Code of Ethics. |
If
we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any
waivers, including implicit waivers, from a provision of our Code of Ethics to our Chief Executive Officer, chief financial officer,
or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies
in a Current Report on Form 8-K filed with the SEC.
Director
Independence
Currently,
we do not have an audit, nominating, or compensation committee or committees performing similar functions. Upon listing on a U.S.
national exchange, we will create an audit, nominating and compensation committee and we will adopt their requisite charters. There
has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors.
Our
board of directors has determined that it does not have a member of its audit committee who qualifies as an “audit committee financial
expert” as defined in Item 407(d)(5)(ii) of Regulation S-K.
From
inception to present date, we believe that the members of our audit committee and the Board have been and are collectively capable of
analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.
We
do not have a standing compensation or nominating committee, but our entire Board act in such capacity. We believe that our directors
are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.
Our directors do not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee
can be adequately performed by the Board. In addition, we believe that retaining additional independent directors who would qualify as
an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given
the early stages of our development.
Board
Meeting Attendance
Our
Board will hold at least one meeting in fiscal year 2023. During such formal meetings, all directors will be in attendance. All
proceedings of the Board will be conducted either at such formal meetings and evidenced by way of minutes of such proceedings or by way
of resolutions consented to in writing by all the directors. Such resolutions consented to in writing by the directors entitled to vote
on that resolution at a meeting of the directors are, according to the Nevada Revised Statutes and our Bylaws, as valid and effective
as if they had been passed at a meeting of the directors duly called and held.
It
is our policy to invite directors to attend the meeting of stockholders.
Nomination
Process
There
has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors. As
of August 31, 2023, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our
Board. Our Board does not have a policy with regards to the consideration of any director candidates recommended by our shareholders.
Our Board has determined that it is in the best position to evaluate our Company’s requirements as well as the qualifications of
each candidate when the Board considers a nominee for a position on our Board. If shareholders wish to recommend candidates directly
to our Board, they may do so by sending communications to the president of our Company at the address on the cover of this registration
statement.
Committees
of the Board of Directors
Due
to our relatively small size, we currently do not have an audit, nominating or compensation committee or committees performing similar
functions. There are no policy or procedure requirements for shareholders to submit recommendations or nominations for directors.
The
entire Board will annually review its size and expertise to determine if any additions are necessary to accomplish the Company’s
goals. The Company will ensure it complies with national exchange listing requirements by adding independent directors when the directors
deem it in the best interest of the Company.
Board
Leadership Structure and Role in Risk Oversight
Our
Board is currently led by Doug Cole. We have determined that the leadership structure of our board of directors is appropriate, especially
given the early stage of our development and the size of our Company. Our Board provides oversight of our risk exposure by receiving
periodic reports from senior management regarding matters relating to financial, operational, legal, and strategic risks and mitigation
strategies for such risks.
Compensation
Committee Interlocks and Insider Participation
We
do not have a compensation committee. Doug Cole, Executive Chairman of the Board and Chief Financial Officer, in the prior fiscal year
participated in deliberations of our Board concerning executive officer compensation.
EXECUTIVE
COMPENSATION
The
following table sets forth all compensation received during the years ended November 30, 2021 and 2022 by our Chief Executive Officer,
Chief Financial Officer and each of the other most highly compensated executive officers whose total compensation exceeded $100,000 in
such fiscal year. These officers are referred to as the “named executive officers” in this registration statement. Our executive
officers dedicate 100% of their work efforts to managing and operating the business of the Company. Compensation for the executive officers
of the Company will be negotiated between each executive officer and the Board taking into consideration the successful completion of
the Company’s milestones and such executive officer’s contributions to such milestones and the Company’s success in
general.
Summary
Compensation
The
particulars of compensation paid to the following persons:
|
(a)
|
our
principal executive officer; |
|
|
|
|
(b)
|
each
of our two most highly compensated executive officers who were serving as executive officers at the end of the fiscal years ended
November 30, 2021 and 2022; and |
Name
and Principal Position | |
Year | | |
Stock
Awards ($) | | |
Option
Awards ($) | | |
All
Other Compensation ($) | | |
Total
($) | |
Doug
Cole | |
| 2021 | | |
| - | | |
| - | | |
| - | | |
| - | |
Chief
Executive Officer, Executive Chairman
and Chief Financial Officer | |
| 2022 | | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Jeffrey
W. Talley | |
| 2021 | | |
| - | | |
| - | | |
| - | | |
| - | |
President
and Chief Executive Officer of U.S. Minerals and Metals, Corporation. | |
| 2022 | | |
| - | | |
| - | | |
| - | | |
| - | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ioanna
Kallidou |
|
|
2021 |
|
|
|
- |
|
|
|
- |
|
|
|
49,000 |
|
|
|
49,000(1) |
|
Former
President |
|
|
2022 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
(1) |
Consists
of $35,000 salary and $14,000 bonus. |
Agreements
with Named Executive Officers
M2i
and its subsidiaries entered into new agreements or amended existing agreements with its named executive officers. A summary of the compensation
provided under such agreement is as follows:
| 1. | on
December 1, 2022, Jeffrey W. Talley and U.S. Minerals & Metals Corporation entered into
a consulting agreement where Mr. Talley agreed to serve as president and chief executive
officer of U.S. Minerals & Metals Corporation until the agreement is terminated. Mr.
Talley is entitled to a consulting payment of $41,666.67 per month. His additional bonuses
are determined by the Board of Directors. |
| | |
| 2. | On
January 23, 2023, Douglas Cole and U.S. Minerals and Metals Corporation entered into a business
development agreement where Mr. Cole agreed to serve as a Senior Strategic and Business Development
Advisor for a term of 10 years to U.S. Minerals & Metals Corporation. For his services,
Mr. Cole will receive, on January 2, 2024, and on the first business day of each year thereafter
until and including the first business day of January 2033, 10,000,000 shares of the U.S.
Minerals & Metals Corporation’s common stock, par value $.0001, as they may be
adjusted from time to time on account of splits, consolidations, dividends and similar changes
in exchange for a purchase price of $1,000. |
There
are no arrangements or plans in which we provide pension, retirement or similar benefits for our executive officers, except that our
executive officers may receive stock options at the discretion of our board of directors.
Grants
of Plan-Based Awards Table
We
did not grant any awards to our named executive officers during our fiscal year ended November 30, 2022.
Compensation
Plans
As
of November 30, 2022, we did not have an equity compensation plan in place.
Outstanding
Equity Awards at Fiscal Year-End
The
following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of November
30, 2022:
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END |
|
| |
OPTION
AWARDS | | |
STOCK
AWARDS | |
Name | |
Number
of Securities Underlying Unexercised Options (#) Exercisable | | |
Number
of Securities Underlying Unexercised Options (#) Un-exercisable | | |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#) | | |
Option
Exercise Price ($) | | |
Option
Expiration Date | | |
Number
of Shares or Units of Stock That Have Not Vested (#) | | |
Market
Value of Shares or Units of Stock That Have Not Vested ($) | | |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That
Have Not Vested (#) | | |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other
Rights That Have Not Vested (#) | |
Doug
Cole | |
| | | |
| - | | |
| - | | |
$ | - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Jeffrey
W. Talley | |
| | | |
| - | | |
| - | | |
$ | - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Compensation
of Directors
The
following compensation was provided to the directors of M2i who are not also named executive officers during the fiscal year ended November
30, 2022:
Name | |
Fees
earned
or paid in cash
($) | | |
Stock
Awards
($) | | |
Option
Awards ($)(1) | | |
Non-
Equity Incentive Plan Compensation ($) | | |
Nonqualified
Deferred Compensation Earnings ($) | | |
All
Other Compensation($) Total ($) | |
Doug
Cole | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information as of November 21, 2023 regarding the beneficial ownership of our Common Stock by (i) those
persons who are known to us to be the beneficial owner(s) of more than 5% of our Common Stock, (ii) each of our directors and named executive
officers, and (iii) all of our directors and executive officers as a group and of our preferred stock. Except as otherwise indicated,
the beneficial owners listed in the tables below possess the sole voting and dispositive power in regard to such shares and have an address
of c/o M2i Global, Inc885 Tahoe Blvd. Incline Village, NV 89451. As of November 21, 2023, there were 514,333,691 shares of our
Common Stock outstanding. As of November 21, 2023, there were 100,000 shares of preferred stock issued and outstanding.
Beneficial
ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
Shares of our Common Stock subject to options, warrants, notes or other conversion privileges currently exercisable or convertible, or
exercisable within 60 days of the date of this table, are deemed outstanding for computing the percentage of the person holding such
option, warrant, note, or other convertible instrument but are not deemed outstanding for computing the percentage of any other person.
Where more than one person has a beneficial ownership interest in the same shares, the sharing of beneficial ownership of these shares
is designated in the footnotes to this table.
Beneficial
Ownership of Common Stock
Name
and Address of Beneficial Owner | |
Amount
and Nature of Beneficial Ownership | | |
Percent
of Class | |
Doug
Cole, Executive Chairman and Chief Financial Officer* | |
| 0 | (1) | |
| * | % |
Jeffrey
W. Talley, President & Chief Executive Officer of U.S. Minerals and Metals Corporation* | |
| 0 | (2) | |
| * | % |
Dhruv
Gulati* | |
| 0 | (3) | |
| * | % |
Jim
Bernet | |
| 50,000,000 | | |
| 9.7 | % |
Alberto
Rosende* | |
| 0 | (4) | |
| * | % |
Doug
Kunnel* | |
| 1,000,000 | | |
| * | % |
Directors
and Executive Officers as a Group (6 persons) | |
| 51,000,000 | | |
| 9.7 | % |
* |
Represents
ownership of less than 1% |
(1)
|
This
does not include 70,000,000 shares of Common Stock beneficially owned by The Cole Family Revocable Trust; and 10,000,000 shares of
Common Stock beneficially owned by the Cole Family Trust of 2014 or Mr. Cole’s 100,000 shares of preferred stock. Mr.
Cole does not have any control over the trust, including no voting power and no power to dispose of the shares. |
(2)
|
This
does not include 50,000,000 shares of Common Stock beneficially owned by The Talley Family Revocable Trust. Mr. Talley does not have
any control over the trust, including no voting power and no power to dispose of the shares. |
(3)
|
This
does not include 15,000,000 shares of Common Stock beneficially owned by The Dhruv Gulati 2015 Living Trust. |
(4)
|
This
does not include 4,000,000 shares of Common Stock beneficially owned by Rosende Quattro LLC of which Mr. Rosende is the managing
member. |
Beneficial
Ownership of Preferred Stock
Name and Address of Beneficial Owner |
|
Amount and Nature
of Beneficial Ownership of Preferred Stock |
|
|
Percent of Class |
|
Doug Cole, Executive Chairman and Chief Financial Officer |
|
|
100,000 |
(1) |
|
|
100 |
% |
Directors and Executive Officers as a Group (1 person) |
|
|
100,000 |
|
|
|
100 |
% |
(1) |
Mr. Cole holds 100,000
shares of preferred stock. This does not include 70,000,000 shares of Common Stock beneficially owned by The Cole Family Revocable
Trust; and 10,000,000 shares of Common Stock beneficially owned by the Cole Family Trust of 2014. Mr. Cole does not have any control
over the trust, including no voting power and no power to dispose of the shares. |
RELATED
PARTY TRANSACTIONS
During
May 2023, the Company’s former 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 additional paid in capital during May 2023. As of
May 31, 2023, no balances due to Ioanna Kallidou were outstanding.
DESCRIPTION
OF CAPITAL STOCK
Authorized
Capital Stock
Our
authorized capital stock consists of 1,000,100,000 shares of Common Stock, par value $0.001 per share, and 100,000 shares of Series A
Super-Voting Preferred stock. As of November 21, 2023, there were 514,333,691 shares of our Common Stock outstanding, and 100,000
shares of our Series A Super-Voting Preferred stock outstanding.
Common
Stock
We
are authorized to issue up to a total of 1,000,000,000 shares of Common Stock, par value $0.001 per share. Holders of our Common Stock
are entitled to one vote for each share held on all matters submitted to a vote of our stockholders. Holders of our Common Stock have
no cumulative voting rights. Further, holders of our Common Stock have no preemptive or conversion rights or other subscription rights.
Upon our liquidation, dissolution or winding-up, holders of our Common Stock are entitled to share in all assets remaining after payment
of all liabilities and the liquidation preferences of any of our outstanding shares of preferred stock.
The
holders of shares of our Common Stock entitled to cast at least a majority of the total votes entitled to be cast by the holders of all
of our outstanding capital stock, present in person or by proxy, are necessary to constitute a quorum at any meeting. If a quorum is
present, an action by stockholders entitled to vote on a matter is approved if the number of votes cast in favor of the action exceeds
the number of votes cast in opposition to the action. The vote of a majority of our stock held by shareholders present in person or represented
by proxy and entitled to vote at the meeting will be sufficient to elect directors or to approve a proposal.
Preferred
Stock
We
are authorized to issue up to a total of 100,000 shares of Series A Super-Voting Preferred stock, par value $0.001 per share. Holders
of our Series A Super-Voting Preferred stock are entitled to vote on the basis of ten-thousand (10,000) votes per share.
Anti-Takeover
Provisions of Nevada State Law
Certain
anti-takeover provisions of Nevada law could have the effect of delaying or preventing a third-party from acquiring us, even if the acquisition
arguably could benefit our stockholders.
Nevada’s
“combinations with interested stockholders” statutes, NRS 78.411 through 78.444, inclusive, prohibit specified types of business
“combinations” between certain Nevada corporations and any person deemed to be an “interested stockholder” for
two years after such person first becomes an “interested stockholder” unless the corporation’s board of directors approves
the combination, or the transaction by which such person becomes an “interested stockholder”, in advance, or unless the combination
is approved by the board of directors and sixty percent of the corporation’s voting power not beneficially owned by the interested
stockholder, its affiliates and associates. Further, in the absence of prior approval certain restrictions may apply even after such
two-year period. However, these statutes do not apply to any combination of a corporation and an interested stockholder after the expiration
of four years after the person first became an interested stockholder. For purposes of these statutes, an “interested stockholder”
is any person who is (1) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding
voting shares of the corporation, or (2) an affiliate or associate of the corporation and at any time within the two previous years was
the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation.
The definition of the term “combination” is sufficiently broad to cover most significant transactions between a corporation
and an “interested stockholder.” These statutes generally apply to Nevada corporations with 200 or more stockholders of record.
However, a Nevada corporation may elect in its articles of incorporation not to be governed by these particular laws, but if such election
is not made in the corporation’s original articles of incorporation, the amendment (1) must be approved by the affirmative vote
of the holders of stock representing a majority of the outstanding voting power of the corporation not beneficially owned by interested
stockholders or their affiliates and associates, and (2) is not effective until 18 months after the vote approving the amendment and
does not apply to any combination with a person who first became an interested stockholder on or before the effective date of the amendment.
We have made such an election in our original articles of incorporation.
Nevada’s
“acquisition of controlling interest” statutes, NRS 78.378 through 78.379, inclusive, contain provisions governing the acquisition
of a controlling interest in certain Nevada corporations. These “control share” laws provide generally that any person that
acquires a “controlling interest” in certain Nevada corporations may be denied voting rights, unless a majority of the disinterested
stockholders of the corporation elects to restore such voting rights. Absent such provision in our bylaws, these laws would apply to
us as of a particular date if we were to have 200 or more stockholders of record (at least 100 of whom have addresses in Nevada appearing
on our stock ledger at all times during the 90 days immediately preceding that date) and do business in the State of Nevada directly
or through an affiliated corporation, unless our articles of incorporation or bylaws in effect on the tenth day after the acquisition
of a controlling interest provide otherwise. These laws provide that a person acquires a “controlling interest” whenever
a person acquires shares of a subject corporation that, but for the application of these provisions of the NRS, would enable that person
to exercise (1) one fifth or more, but less than one third, (2) one third or more, but less than a majority or (3) a majority or more,
of all of the voting power of the corporation in the election of directors. Once an acquirer crosses one of these thresholds, shares
which it acquired in the transaction taking it over the threshold and within the 90 days immediately preceding the date when the acquiring
person acquired or offered to acquire a controlling interest become “control shares” to which the voting restrictions described
above apply.
Nevada
law also provides that directors may resist a change or potential change in control if the directors determine that the change is opposed
to, or not in the best interests of, the corporation. The existence of the foregoing provisions and other potential anti-takeover measures
could limit the price that investors might be willing to pay in the future for shares of our Common Stock. They could also deter potential
acquirers of our Company, thereby reducing the likelihood that you could receive a premium for your Common Stock in an acquisition.
Anti-Takeover
Effects of Our Articles of Incorporation and Bylaws
The
following provisions of our articles of incorporation and bylaws could have the effect of delaying or discouraging another party from
acquiring control of us and could encourage persons seeking to acquire control of us to first negotiate with our board of directors:
|
● |
no
cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; |
|
|
|
|
● |
the
ability of our board of directors to alter our bylaws without obtaining shareholder approval; and |
|
|
|
|
● |
the
requirement that a special meeting of stockholders may be called only by
either (i) the Chairman; (ii) the President; (iii) Chief Executive Officer, (iv) the Board; or (v) the sole stockholder. |
Transfer
Agent and Registrar
The
transfer agent and registrar for our Common Stock is Pacific Stock Transfer Company, a Securitize company. The transfer agent and registrar’s
address is 6725 Via Austi Parkway, Suite 300, Las Vegas, Nevada 89119, and its telephone number is (800) 401-1957.
Stock
Market Quotation
Our
Common Stock is currently quoted on the OTC Pink Market under the symbol “MTWO”.
Indemnification
of Directors and Officers
The
NRS empower us to indemnify our directors and officers against expenses relating to certain actions, suits or proceedings as provided
for therein. In order for such indemnification to be available, the applicable director or officer must not have acted in a manner that
constituted a breach of his or her fiduciary duties and involved intentional misconduct, fraud or a knowing violation of law, or must
have acted in good faith and reasonably believed that his or her conduct was in, or not opposed to, our best interests. In the event
of a criminal action, the applicable director or officer must not have had reasonable cause to believe his or her conduct was unlawful.
[Pursuant
to our [bylaws], we may indemnify each of
our present and future directors, officers, employees or agents who becomes a party or is threatened to be made a party to any suit or
proceeding, whether pending, completed or merely threatened, and whether said suit or proceeding is civil, criminal, administrative,
investigative, or otherwise, except an action by or in the right of the Company, by reason of the fact that he is or was a director,
officer, employee, or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent
of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including, but not limited to, attorneys’
fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit, proceeding
or settlement, provided such person acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best
interest of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.]
The
expenses of directors, officers, employees or agents of the company incurred in defending a civil or criminal action, suit, or
proceeding may be paid by the Company as they are incurred and in advance of the final disposition of the action, suit, or proceeding,
if and only if the director, officer, employee or agent undertakes to repay said expenses to the Company if it is ultimately determined
by a court of competent jurisdiction, after exhaustion of all appeals therefrom, that he is not entitled to be indemnified by the corporation.
No
indemnification shall be applied, and any advancement of expenses to or on behalf of any director, officer, employee or agent must be
returned to the Company, if a final adjudication establishes that the person’s acts or omissions involved a breach of any fiduciary
duties, where applicable, intentional misconduct, fraud or a knowing violation of the law which was material to the cause of action.
The
NRS further provides that a corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person
who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability
asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising
out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses. We
have secured a directors’ and officers’ liability insurance policy. We expect that we will continue to maintain such a policy.
Disclosure
of Commission Position on Indemnification for Securities Act Liabilities
Insofar
as indemnification for liabilities under the Securities Act may be permitted to officers, directors or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that is it is the opinion of the SEC that such indemnification is
against public policy as expressed in such Securities Act and is, therefore, unenforceable.
SELLING
STOCKHOLDERS
The
shares of Common Stock being offered by the selling stockholders are those previously issued to the selling stockholders. For additional
information regarding the issuances of shares of Common Stock to the selling stockholders, see “Recent Developments” above.
We are registering the shares of Common Stock in order to permit the selling stockholders to offer the shares for resale from time to
time. Except for the ownership of the shares of Common Stock or in the footnotes to the table below, the selling stockholders have not
had any material relationship with us within the past three years.
The
table below lists the selling stockholders and Ither information regarding the beneficial ownership of the shares of Common Stock by
each of the selling stockholders. The second column lists the number of shares of Common Stock beneficially owned by each selling stockholder,
based on its ownership of the shares of Common Stock, as of November 21, 2023.
The
third column lists the shares of Common Stock being offered by this prospectus by the selling stockholders.
This
prospectus generally covers the resale of the sum of the number of shares of Common Stock issued to the selling stockholders pursuant
to securities purchase agreements. The fourth column assumes the sale of all shares offered by the selling stockholders pursuant to this
prospectus.
The
number of shares in the second column does not reflect this limitation. The selling stockholders may sell all, some or none of their
shares in this offering. See “Plan of Distribution.”
Name
of Selling Stockholder | |
Number
of Shares of Common Stock Owned Prior to Offering | | |
Maximum
Number of Shares of Common Stock to be Sold Pursuant to this Prospectus |
| |
Number
of Shares of Common Stock Owned After Offering | | |
Percentage
of Common Stock Owned After the Offering | |
Casey
E. Cole and Kate Crowle | |
| 10,000,000 | | |
| 10,000,000 |
(1) | |
| - | | |
| - | |
Cole
Family Trust of 2014 | |
| 10,000,000 | | |
| 10,000,000 |
(2) | |
| - | | |
| - | |
Congregation
Boro Minyan | |
| 24,999,000 | | |
| 24,999,000 |
(3) | |
| - | | |
| - | |
Darrin
M. Ocasio | |
| 24,999,000 | | |
| 24,999,000 |
(4) | |
| - | | |
| - | |
J
Nine Capital Partners LLC. | |
| 18,000,000 | | |
| 18,000,000 |
(5) | |
| - | | |
| - | |
Lyons
Capital LLC | |
| 49,999,000 | | |
| 49,999,000 |
(6) | |
| - | | |
| - | |
Mayfair
Global Advisors LLC | |
| 1,000,000 | | |
| 1,000,000 |
(7) | |
| - | | |
| - | |
Neill
Barrett and Kelli Barrett | |
| 10,000,000 | | |
| 10,000,000 |
(8) | |
| - | | |
| - | |
Yeshivas
Lev Simcha | |
| 100,000 | | |
| 100,000 |
(9) | |
| - | | |
| - | |
Werdiger
Family Foundation | |
| 400,000 | | |
| 400,000 |
(10) | |
| - | | |
| - | |
David
Lyons | |
| 197,338 | | |
| 197,338 |
(11) | |
| - | | |
| - | |
Rocklynn
Entertainment | |
| 100,000 | | |
| 100,000 |
(12) | |
| - | | |
| - | |
The
Cole Family Revocable Trust | |
| 70,000,000 | | |
| 70,000,000 |
(13) | |
| - | | |
| - | |
Tikvah
Lyesomin | |
| 24,999,000 | | |
| 24,999,000 |
(14) | |
| - | | |
| - | |
Alan
Gaines | |
| 200,000 | | |
| 200,000 |
(15) | |
| - | | |
| - | |
A.G.P.
/ Alliance Global Partners | |
| 80,000 | | |
| 80,000 |
(16) | |
| - | | |
| - | |
Alex
Barrientos | |
| 60,000 | | |
| 60,000 |
(17) | |
| - | | |
| - | |
Alex
Gurvetch | |
| 1,333,334 | | |
| 1,333,334 |
(18) | |
| - | | |
| - | |
Anders
De Jounge | |
| 50,000 | | |
| 50,000 |
(19) | |
| - | | |
| - | |
Angel
Rush GP | |
| 4,000,000 | | |
| 4,000,000 |
(20) | |
| - | | |
| - | |
Banner
Public Affairs LLC | |
| 15,000,000 | | |
| 15,000,000 |
(21) | |
| - | | |
| - | |
BCA
Cares LLCJ | |
| 25,000,000 | | |
| 25,000,000 |
(22) | |
| - | | |
| - | |
Cierra
Thiederman | |
| 200,000 | | |
| 200,000 |
(23) | |
| - | | |
| - | |
Clear Think Capital Partners | |
| 20,000,000 | | |
| 20,000,000 |
(24) | |
| - | | |
| - | |
David
Bocchi | |
| 60,000 | | |
| 60,000 |
(25) | |
| - | | |
| - | |
David
Bruce Batstone | |
| 200,000 | | |
| 200,000 |
(26) | |
| - | | |
| - | |
David
M. Winfield | |
| 50,000 | | |
| 50,000 |
(27) | |
| - | | |
| - | |
David
P. Nemecek Jr. | |
| 4,000,000 | | |
| 4,000,000 |
(28) | |
| - | | |
| - | |
Dhruv
Gulati 2015 Living Trust | |
| 15,000,000 | | |
| 15,000,000 |
(29) | |
| - | | |
| - | |
Doug
Kunnel | |
| 1,000,000 | | |
| 1,000,000 |
(30) | |
| - | | |
| - | |
Douglas
MacLellan | |
| 200,000 | | |
| 200,000 |
(31) | |
| - | | |
| - | |
Douglas
MacLellan | |
| 166,667 | | |
| 166,667 |
(32) | |
| - | | |
| - | |
EAS
Advisors LLC | |
| 200,000 | | |
| 200,000 |
(33) | |
| - | | |
| - | |
Firestone
Beneficiaries Trust | |
| 100,000 | | |
| 100,000 |
(34) | |
| - | | |
| - | |
Gerrow
D. Mason | |
| 100,000 | | |
| 100,000 |
(35) | |
| - | | |
| - | |
Gibborim
Advisors LLC | |
| 40,000 | | |
| 40,000 |
(36) | |
| - | | |
| - | |
Greywood
Investments LLC | |
| 200,000 | | |
| 200,000 |
(37) | |
| - | | |
| - | |
Harbourshore
Pty Ltd | |
| 200,000 | | |
| 200,000 |
(38) | |
| - | | |
| - | |
Jeffrey
Maller | |
| 100,000 | | |
| 100,000 |
(39) | |
| - | | |
| - | |
John
E. Cole | |
| 200,000 | | |
| 200,000 |
(40) | |
| - | | |
| - | |
Jon
Najarian | |
| 1,000,000 | | |
| 1,000,000 |
(41) | |
| - | | |
| - | |
Kelsey
James LLC | |
| 25,000,000 | | |
| 25,000,000 |
(42) | |
| - | | |
| - | |
Magic
Johnson Foundation | |
| 50,000 | | |
| 50,000 |
(43) | |
| - | | |
| - | |
Martha
Boneta | |
| 50,000 | | |
| 50,000 |
(44) | |
| - | | |
| - | |
Michael
L. Sander | |
| 25,000 | | |
| 25,000 |
(45) | |
| - | | |
| - | |
Nick
Copping | |
| 50,000 | | |
| 50,000 |
(46) | |
| | | |
| | |
Peter
O’Rouke | |
| 25,000 | | |
| 25,000 |
(47) | |
| | | |
| | |
Reforme
Group Investments Pty Ltd. | |
| 25,000,000 | | |
| 25,000,000 |
(48) | |
| | | |
| | |
Reggie
Jackson | |
| 50,000 | | |
| 50,000 |
(49) | |
| | | |
| | |
Rosende
Quattro LLC | |
| 4,000,000 | | |
| 4,000,000 |
(50) | |
| | | |
| | |
Name
of Selling Stockholder | |
Number
of Shares of Common Stock Owned Prior to Offering | | |
Maximum
Number of Shares of Common Stock to be Sold Pursuant to this Prospectus |
| |
Number
of Shares of Common Stock Owned After Offering | | |
Percentage
of Common Stock Owned After the Offering | |
Sim
Farar | |
| 100,000 | | |
| 100,000 |
(51) | |
| | | |
| | |
Simcha
Lyons | |
| 5,000,000 | | |
| 5,000,000 |
(52) | |
| | | |
| | |
Steve
Firestone Living Trust | |
| 100,000 | | |
| 100,000 |
(53) | |
| | | |
| | |
Talley
Family Revocable Trust | |
| 50,000,000 | | |
| 50,000,000 |
(54) | |
| | | |
| | |
Vista
Asset Management LLC | |
| 1,000,000 | | |
| 1,000,000 |
(55) | |
| | | |
| | |
Not
For Sale Fund (dba Not For Sale) | |
| 1,000,000 | | |
| 1,000,000 |
(56) | |
| - | | |
| - | |
Just
Business Management LLC | |
| 4,000,000 | | |
| 4,000,000 |
(57) | |
| | | |
| | |
SUNSHINE
AND RAIN ASSET MANAGEMENT IRREVOCABLE TRUST | |
| 100,000 | | |
| 100,000 |
(58) | |
| | | |
| | |
Innovation
Investments, LLC | |
| 200,000 | | |
| 200,000 |
(59) | |
| - | | |
| - | |
Extreme
Extraction Pty Ltd | |
| 1,000,000 | | |
| 1,000,000 |
(60) | |
| - | | |
| - | |
Novaterra
Institute Ltd | |
| 2,000,000 | | |
| 2,000,000 |
(61) | |
| - | | |
| - | |
Lorna
Seals | |
| 200,000 | | |
| 200,000 |
(62) | |
| - | | |
| - | |
William
Hunter | |
| 200,000 | | |
| 200,000 |
(63) | |
| - | | |
| - | |
William
Richardson | |
| 1,000,000 | | |
| 1,000,000 |
(64) | |
| - | | |
| - | |
Congregation
Ahavas Tzedaka Vchesed | |
| 10,000,000 | | |
| 10,000,000 |
(65) | |
| - | | |
| - | |
Ellis
International LP | |
| 1,000,000 | | |
| 1,000,000 |
(66) | |
| - | | |
| - | |
Oliver
SPV Holdings LLC | |
| 1,150,000 | | |
| 1,150,000 |
(67) | |
| - | | |
| - | |
Oliver
SPV Holdings LLC | |
| 24,000,000 | | |
| 24,000,000 |
(68) | |
| - | | |
| - | |
Clear
Think Capital Partners | |
| 2,000,000 | | |
| 2,000,000 |
(69) | |
| - | | |
| - | |
ESE
Holdings LLC | |
| 1,000,000 | | |
| 1,000,000 |
(70) | |
| - | | |
| - | |
FLOC
LLC | |
| 500,000 | | |
| 500,000 |
(71) | |
| | | |
| | |
Greg
Cullen | |
| 1,000,000 | | |
| 1,000,000 |
(72) | |
| | | |
| | |
Maurice
J. Bernet III | |
| 1,500,000 | | |
| 1,500,000 |
(73) | |
| | | |
| | |
Mayer
and Associates LLC | |
| 1,500,000 | | |
| 1,500,000 |
(74) | |
| | | |
| | |
Ontario
INC | |
| 2,000,000 | | |
| 2,000,000 |
(75) | |
| | | |
| | |
Ron
V. Franco | |
| 1,000,000 | | |
| 1,000,000 |
(76) | |
| | | |
| | |
SCI
Inc. | |
| 1,000,000 | | |
| 1,000,000 |
(77) | |
| | | |
| | |
Steven
Grossman | |
| 500,000 | | |
| 500,000 |
(78) | |
| | | |
| | |
The
Hewlett Fund LP | |
| 2,500,000 | | |
| 2,500,000 |
(79) | |
| | | |
| | |
Theodore
H. Swindells | |
| 1,000,000 | | |
| 1,000,000 |
(80) | |
| | | |
| | |
Carbeau
LLC | |
| 175,000 | | |
| 175,000 |
(81) | |
| | | |
| | |
Charcoal
HM Family LTD Partnership | |
| 666,666 | | |
| 666,666 |
(82) | |
| | | |
| | |
Dr.
Craig Loucks, Big Sky Private Equity LLC | |
| 166,663 | | |
| 166,663 |
(83) | |
| | | |
| | |
Frank
O. Monti | |
| 50,000 | | |
| 50,000 |
(84) | |
| | | |
| | |
Anthony
Martone | |
| 70,000 | | |
| 70,000 |
(85) | |
| | | |
| | |
Johnathan
Cohn | |
| 500,000 | | |
| 500,000 |
(86) | |
| | | |
| | |
|
1. |
The
address for Casey E. Cole and Kate Crowle is 469 Manzanita Drive, Orinda, CA 94563. |
|
2. |
The
address for Cole Family Trust of 2014 is P.O. Box 6978, Moraga, CA, 94556. |
|
3. |
The
address for Congregation Boro Minyan is 7239 San Salvador Dr., Boca Raton, FL 33433. |
|
4. |
The
address for Darrin M. Ocasio is 2 River Terrace, New York, NY, 10282. |
|
5. |
The
address for J Nine Capital Partners LLC is 300 West 41st Street, Suite 202, Miami Beach, FL 33140. |
|
6. |
The
address for Lyons Capital LLC is 7239 San Salvador Dr., Suite 100, Boca Raton, FL, 33433. |
|
7. |
The
address for Mayfair Global Advisors LLC is 225 West 83rd Street, Suite 3Q, New York, NY 10024 USA. |
|
8. |
The
address for Neill Barrett and Kelli Barrett is 172 Lombardy Lane, Orinda, CA 94363. |
|
9. |
The
address for Yeshivas Lev Simcha is 21065 Powerline Rd., Suite 55, Boca Raton, FL 33433. |
|
10. |
The
address for Werdiger Family Foundation is 1412 Broadway, 18th Floor, New York, NY 10018. |
|
11. |
The
address for David Lyons is 405 Barrett Rd, Lawrence, NY 11559. |
|
12. |
The
address for Rocklynn Entertainment is 1234 59th Street, Brooklyn, NY 11219. |
|
13. |
The
address for The Cole Family Revocable Trust is 1913 Street, Andrews Drive, Moraga, CA 94556. |
|
14.
|
The
address for Tikvah Lyesomin is 6010 New Utrecht Ave, Brooklyn, NY 11230. |
|
15.
|
The
address for Alan Gaines is 621 Ordrich Place, Las Vegas, NV 89145. |
|
16.
|
The
address for A.G.P./Alliance Global Partners is 590 Madison Ave, 28th Floor, New York, NY 10022. |
|
17.
|
The
address for Alex Barrientos is 590 Madison Ave, 28th Floor, New York, NY 10022. |
|
18.
|
The
address for Alex Gurvetch is 177 West Putnam Ave, Greenwich, CT 06831. |
|
19.
|
The
address for Anders De Jounge is 1534 Plaza Lane, #334, Burlingame, CA 94010. |
|
20.
|
The
address for Angel Rush GP is 171 Main Street, Suite 245, Los Altos, CA 94022. |
|
21.
|
The
address for Banner Public Affairs LLC is 8000 Martland Ave, Suite 1120, Clayton, MO 63105. |
|
22.
|
The
address for BCA Cares LLCJ is 1237 Championship Rd, Oceanside, CA 92057. |
|
23.
|
The
address for Cierra Thiederman is P.O. Box 452, Tahoe City, CA 96145. |
|
24.
|
The
address for Clear Think Capital Partners is 851 Broken Sound Parkway, Suite 280, Boca Raton, FL 33487. |
|
25.
|
The
address for David Bocchi is 590 Madison Ave, 28th Floor, New York, NY 10022. |
|
26.
|
The
address for David Bruce Batstone is PO Box 236 Crystal Bay NV 89402 USA. |
|
27.
|
The
address for David M. Winfield is 2235 Stratford Circle Los Angeles CA 90077 USA. |
|
28.
|
The
address for David P. Nemecek Jr. is 1800 Washington ST., APT 613 San Francisco CA 94109 USA. |
|
29.
|
The
address for Dhruv Gulati 2015 Living Trust is 46 La Cresta Drive Petaluma CA 94952 USA. |
|
30.
|
The
address for Doug Kunnel is 9 Avenida Daroca Trabuco Canyon CA 92679 USA. |
|
31.
|
The
address for Douglas MacLellan is 54260 Dark Star Dr. La Quinta CA 92253 USA. |
|
32.
|
The
address for Douglas MacLellan is 54260 Dark Star Dr. La Quinta CA 92253 USA. |
|
33.
|
The
address for EAS Advisors LLC is 750 Lexington Ave, 23rd Fl New York NY 10022 USA. |
|
34.
|
The
address for Firestone Beneficiaries Trust is 136 West Canon Perdido Street, Suite 102 Santa Barbara CA 93101 USA. |
|
35.
|
The
address for Gerrow D. Mason 1700 Busha Hwy Marysville MI 48040 USA. |
|
36.
|
The
address for Gibborim Advisors LLC is Gibborim Advisors, LLC 15841 Corintha Terrace Delray Beach FL 33446 USA. |
|
37.
|
The
address for Greywood Investments LLC is 217 East 49th Street New York NY 10017 USA. |
|
38.
|
The
address for Harbourshore Pty Ltd is 9 Edward Street Cottesloe Western Australia 6011 AUS. |
|
39.
|
The
address for Jeffrey Maller is 4221 Wilshire Blvd. Suite 355 Los Angeles, CA 90010 USA. |
|
40.
|
The
address for John E. Cole is 2013 Kittridge Dr. Virgina Beach VA 23456 USA. |
|
41.
|
The
address for Jon Najarian is 2042 North Orleans Street Chicago IL 60614 USA. |
|
42.
|
The
address for Kelsey James LLC is 1237 Championship RD. Oceanside CA 92057 USA. |
|
43.
|
The
address for Magic Johnson Foundation is 9100 Wilshire Blvd, 700 East Tower Beverly Hills CA 90212 USA. |
|
44.
|
The
address for Martha Boneta is 2628 Five Oaks Rd., Vienna VA 22181 USA. |
|
45.
|
The
address for Michael L. Sander is 240 SE 2nd Avenue Suite 200 OR 97214 USA. |
|
46.
|
The
address for Nick Copping is 2783 Louis Court Lakeport CA 95453 USA. |
|
47.
|
The
address for Peter O’Rouke is 10232 Brittenford Dr., Vienna VA 22182 USA. |
|
48.
|
The
address for Reforme Group Investments Pty Ltd. Is Level 3, 16 Parliament Place West Perth WA 6005 (PO box 825) WA 6005, 6872 AUS. |
|
49.
|
The
address for Reggie Jackson is 760 West 16th Street, Suite i, Costa Mesa, CA 92626. |
|
50.
|
The
address for Rosende Quattro LLC is 7450 Hovingham, San Antonio TX 78257 USA. |
|
51.
|
The
address for Sim Farar is 15332 Antioch St #509 Pacific Palisades CA 90272 USA. |
|
52.
|
The
address for Simcha Lyons is 225 West 83rd Street, Suite 3Q New York NY 10024 USA. |
|
53.
|
The
address for Steve Firestone Living Trust is 136 West Canon Perdido Street, Suite 102 Santa Barbara CA 93101 USA. |
|
54.
|
The
address for Talley Family Revocable Trust is 5038 E Longshadow Trail Scottsdale AZ 85266 USA. |
|
55.
|
The
address for Vista Asset Management LLC is 6 Katrina Court Orinda CA 94562 USA. |
|
56.
|
The
address for Not For Sale Fund (dba Not For Sale)is 1930 Village Center Circle #3-19535 Las Vegas NV 89134 USA. |
|
57.
|
The
address for Just Business Management LLC is 1930 Village Center Circle #3-2127 Las Vegas NV 89134 USA. |
|
58.
|
The
address for SUNSHINE AND RAIN ASSET MANAGEMENT IRREVOCABLE TRUST is 201 E 5TH ST STE 716 SHERIDAN WY 82801 USA. |
|
59.
|
The
address for Innovation Investments, LLC is 5852 Pine Tree Drive Miami Beach FL 33140 USA. |
|
60.
|
The
address for Extreme Extraction Pty Ltd is 85 Silverleaf road Zuccoli NT 832 AUS. |
|
61.
|
The
address for Novaterra Institute Ltd is Suite 183, Level 6, 580 hay street Perth Western Australia 6000 AUS. |
|
62.
|
The
address for Lorna Seals is 2656 Danielle Dr Carson City NV 89706 USA. |
|
63.
|
The
address for William Hunter is 1038 Gadwall Circle Hendersonville TN 37075 USA. |
|
64.
|
The
address for William Richardson is 216 Washington Ave Santa Fe NM 87501 USA. |
|
65.
|
The
address for Congregation Ahavas Tzedaka Vchesed is 1347 Brooklyn NY 11219 USA. |
|
66.
|
The
address for Ellis International LP is 100 Merrick Rd. Ste 400, Rockville Centre NY 11570 USA. |
|
67.
|
The
address for Oliver SPV Holdings LLC is 822 Oliver St. Woodmere NY 11598 USA. |
|
68.
|
The
address for Oliver SPV Holdings LLC is 822 Oliver St. Woodmere NY 11598 USA. |
|
69.
|
The
address for Clear Think Capital Partners is 210 West 77th St. #7w New York NY 10024 USA. |
|
70.
|
The
address for ESE Holdings LLC is 9557 Los Lotos CT. Las Vegas NV 89147 USA. |
|
71.
|
The
address for FLOC LLC is 7000 W. Palmetto Park Rd. Suite 501 Boca Raton FL 3343 USA. |
|
72.
|
The
address for Greg Cullen is 6641 Esplanade Playa Del Rey CA 90293 USA. |
|
73.
|
The
address for Maurice J. Bernet III is 2745 Elkhorn Ct Cumming GA 30041 USA. |
|
74.
|
The
address for Mayer and Associates LLC is 1395 East 34th Street Brooklyn NY 11210 USA. |
|
75.
|
The
address for Ontario INC is 357 Cortleigh Blvd., Toronto, ON M5N 1R4, Canada. |
|
76.
|
The
address for Ron V. Franco is P.O. Box 5287 Culver City CA 90231 USA. |
|
77.
|
The
address for SCI Inc. is 1067 East Highway 24 Woolland Park, CO 80863. |
|
78.
|
The
address for Steven Grossman is 8267 NW 107th Terrace Parkland, FL 33076. |
|
79.
|
The
address for The Hewlett Fund LP is 100 Merrick Rd., Suite 400W, Rockville Centre, NY 11570. |
|
80.
|
The
address for Theodore H. Swindells is 2777 Paradise Rd, Unit 2101 Las Vegas NV 89109. |
|
81.
|
The
address for Carbeau LLC is 721 Fifth Ave., Suite 37E, New York, NY 10022. |
|
82.
|
The
address for Charcoal HM Family LTD Partnership is 177 West Putnam Ave, Greenwich, CT 06831. |
|
83.
|
The
address for Dr. Craig Loucks, Big Sky Private Equity LLC is 6183 Massive Peak Circle, Castle Rock, CO 80108. |
|
84. |
The
address for Frank O. Monti is 2731 NE 14th St, # 832B, Pompano Beach, FL 33062. |
|
85. |
The
address for Anthony Martone is 56 Terry Lane, Plainville, MA 02762. |
|
86. |
The
address for Johnathan Cohn is 5890 Broadway Terrance, Oakland, CA 94618. |
PLAN
OF DISTRIBUTION
Each
selling stockholder and any of their pledgees, assignees, and successors-in-interest may, from time to time, sell any or all of their
securities covered hereby on the OTC Pink Market or any other U.S. stock exchange, market or trading facility on which the securities
are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder may use any one or more
of the following methods when selling securities:
|
● |
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
|
|
|
|
● |
block
trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block
as principal to facilitate the transaction; |
|
|
|
|
● |
purchases
by a broker-dealer a principal and resale by the broker-dealer for its account; |
|
|
|
|
● |
an
exchange distribution in accordance with the rules of the applicable exchange; |
|
|
|
|
● |
privately
negotiated transactions; |
|
|
|
|
● |
settlement
of short sales; |
|
|
|
|
● |
in
transactions through broker-dealers that agree with the selling stockholders to sell a specified number of such securities at a stipulated
price per security; |
|
|
|
|
● |
through
the writing or settlement of options or other hedging transactions, whether through an option, exchange or otherwise; |
|
|
|
|
● |
a
combination of any such methods of sale; or |
|
|
|
|
● |
any
other method permitted pursuant to applicable law. |
The
selling stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933,
if available, rather than under this prospectus.
Broker-dealers
engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in
excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or
markdown in compliance with FINRA IM-2440.
In
connection with the sale of the securities or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they
assume. The selling stockholders may also sell securities short and deliver these securities to close out their short positions, or loan
or pledge the securities to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option
or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the
delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer
or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The
selling stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the securities.
The
Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company
has agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under
the Securities Act.
We
agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the selling stockholders
without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for
the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar
effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule
of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable
state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is
complied with.
Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously
engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M,
prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the
Common Stock by the selling stockholders or any other person. We will make copies of this prospectus available to the selling stockholders
and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including
by compliance with Rule 172 under the Securities Act).
LEGAL
MATTERS
The
validity of the Common Stock being offered by this prospectus has been passed upon for us by Sichenzia Ross Ference Carmel LLP, New York,
New York.
EXPERTS
The
audited consolidated financial statements of M2i Global, Inc., and its subsidiaries as of and for the years ended November 30, 2022,
and 2021 included in this prospectus have been so included in reliance upon the report of Heaton & Company, PLLC (dba Pinnacle
Accountancy Group of Utah), independent registered public accountants, upon the authority of said firm as experts in accounting and
auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
are subject to the informational requirements of the Exchange Act and in accordance therewith, file annual, quarterly and current reports,
proxy statements and other information with the SEC. We file reports, proxy statements and other information with the SEC electronically,
and the SEC maintains a website that contains our filings as well as reports, proxy and information statements, and other information
issuers file electronically with the SEC at www.sec.gov.
You
should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information.
Therefore, if anyone gives you different or additional information, you should not rely on it. The information contained in this prospectus
is correct as of its date. It may not continue to be correct after this date.
INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Stockholders
INKY
Inc.
Opinion
on the Financial Statements
We
have audited the accompanying balance sheets of INKY Inc. (the Company) as of November 30, 2022 and 2021, and the related statements
of operations, changes in stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively
referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial
position of the Company as of November 30, 2022 and 2021, and the results of its operations and its cash flows for the years then ended,
in conformity with accounting principles generally accepted in the United States of America.
Consideration
of the Company’s Ability to Continue as a Going Concern
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered
losses and has minimal operations which raise substantial doubt about its ability to continue as a going concern. Management’s
plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
/s/
Pinnacle Accountancy Group of Utah
We
have served as the Company’s auditor since 2019.
Pinnacle
Accountancy Group of Utah
(a
dba of Heaton & Company, PLLC)
Farmington,
Utah
March
14, 2023
INKY
BALANCE
SHEETS
| |
As of November 30, 2022 | | |
As of November 30, 2021 | |
ASSETS | |
| | | |
| | |
| |
| | | |
| | |
CURRENT ASSETS | |
| | | |
| | |
Cash and cash equivalent | |
$ | 114 | | |
$ | 114 | |
Prepaid expenses | |
| 13,767 | | |
| 19,342 | |
Total Current Assets | |
| 13,881 | | |
| 19,456 | |
| |
| | | |
| | |
Intangible Assets | |
| 111,970 | | |
| - | |
| |
| | | |
| | |
TOTAL ASSETS | |
$ | 125,851 | | |
$ | 19,456 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
| |
| | | |
| | |
LIABILITIES | |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts payable | |
$ | 476 | | |
$ | 1,619 | |
Accrued payroll - related party | |
| 49,000 | | |
| - | |
Related-party loan | |
| 72,774 | | |
| 38,394 | |
Total Current Liabilities | |
| 122,250 | | |
| 40,013 | |
Total Liabilities | |
| 122,250 | | |
| 40,013 | |
| |
| | | |
| | |
STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
Preferred
stock, 100,000 shares authorized, $0.001 par value, 100,000 and -0- shares issued and outstanding, respectively | |
| | | |
| | |
Common stock, $0.001 par value, 75,000,000 shares authorized; 7,105,357 and 5,092,023 shares issued and outstanding as of November 30, 2022 and 2021, respectively | |
| 7,105 | | |
| 5,092 | |
Subscription
receivable | |
| | | |
| | |
Treasury
stock | |
| | | |
| | |
Additional paid-in capital | |
| 120,255 | | |
| 31,668 | |
Accumulated deficit | |
| (123,759 | ) | |
| (57,317 | ) |
Total stockholders’ deficit | |
| 3,601 | | |
| (20,557 | ) |
| |
| | | |
| | |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
$ | 125,851 | | |
$ | 19,456 | |
The
accompanying notes are an integral part of these financial statements.
INKY
STATEMENTS
OF OPERATIONS
| |
For
the year ended November 30, 2022 | | |
For
the year ended November 30, 2021 | |
| |
| | |
| |
INCOME | |
$ | 1,000 | | |
$ | - | |
Total income | |
| 1,000 | | |
| - | |
Cost of revenues | |
| - | | |
| - | |
Gross (Loss) profit | |
| 1,000 | | |
| - | |
| |
| | | |
| | |
EXPENSES | |
| | | |
| | |
General and administrative expenses | |
$ | 67,442 | | |
$ | 17,837 | |
Total expenses | |
| 67,442 | | |
| 17,837 | |
Loss from Operations | |
| | | |
| | |
| |
| | | |
| | |
OTHER INCOME (EXPENSE) | |
| | | |
| | |
Impairment of assets | |
| | | |
| | |
Other expense | |
| | | |
| | |
| |
| | | |
| | |
INCOME TAX EXPENSE | |
| - | | |
| - | |
| |
| | | |
| | |
NET LOSS | |
$ | (66,442 | ) | |
$ | (17,837 | ) |
| |
| | | |
| | |
WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED | |
| 5,092,023 | | |
| 5,092,023 | |
| |
| | | |
| | |
BASIC AND DILUTED NET LOSS PER SHARE | |
$ | (0.01 | ) | |
$ | (0.00 | ) |
The
accompanying notes are an integral part of these financial statements.
INKY
STATEMENTS
OF CHANGES IN STOCKHOLDERS’ DEFICIT
For
the years ended November 30, 2022 and 2021
| |
Shares | | |
Amount | | |
capital | | |
deficit | | |
deficit | |
| |
Common stock | | |
Additional
paid-in | | |
Accumulated | | |
Total stockholders’ | |
| |
Shares | | |
Amount | | |
capital | | |
deficit | | |
deficit | |
Balance, November 30, 2020 | - |
| 4,654,200 | | |
$ | 4,654 | - | - |
$ | 18,972 | | |
$ | (39,480 | ) | |
$ | (15,854 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Issuance of common stock for cash | |
| 437,823 | | |
| 438 | | |
| 12,696 | | |
| - | | |
| 13,134 | |
Net income (loss) | - |
| - | | |
| - | - | - |
| - | | |
| (17,837 | ) | |
| (17,837 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, November 30, 2021 | - |
| 5,092,023 | | |
$ | 5,092 | - | - |
$ | 31,668 | | |
$ | (57,317 | ) | |
$ | (20,557 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Issuance of common stock for intangible assets | |
| 2,013,334 | | |
| 2,013 | | |
| 88,587 | | |
| - | | |
| 90,600 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net income (loss) | - |
| - | | |
| - | - | - |
| - | | |
| (66,442 | ) | |
| (66,442 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, November 30, 2022 | - |
| 7,105,357 | | |
$ | 7,105 | - | |
$ | 120,255 | | |
$ | (123,759 | ) | |
$ | 3,601 | |
The
accompanying notes are an integral part of these financial statements.
INKY
STATEMENTS
OF CASH FLOWS
| |
November 30,2022 | | |
November 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
Net (loss) | |
$ | (66,442 | ) | |
$ | (17,837 | ) |
Adjustments
to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| | | |
| | |
Impairment of assets | |
| | | |
| | |
Write off assets | |
| | | |
| | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Decrease (increase) in prepaid expenses | |
| 5,575 | | |
| (18,963 | ) |
Increase in accrued payroll – related party | |
| 49,000 | | |
| - | |
Increase (decrease) in accounts payable | |
| (1,143 | ) | |
| 1,619 | |
Net cash flows used in operating activities | |
$ | (13,010 | ) | |
$ | (35,181 | ) |
| |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES | |
| | | |
| | |
Purchase of intangible assets | |
| (21,370 | ) | |
| - | |
Website development costs | |
| | | |
| | |
Net cash flows used in investing activities | |
$ | (21,370 | ) | |
$ | - | |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
Proceeds from sale of common stock | |
| - | | |
| 13,134 | |
Treasury stock repurchase | |
| | | |
| | |
Related-party loan | |
| 34,380 | | |
| 10,849 | |
Net cash flows provided by financing activities | |
$ | 34,380 | | |
$ | 23,983 | |
| |
| | | |
| | |
NET INCREASE (DECREASE) IN CASH | |
$ | - | | |
$ | (11,198 | ) |
| |
| | | |
| | |
CASH, BEGINNING OF PERIOD | |
$ | 114 | | |
$ | 11,312 | |
| |
| | | |
| | |
CASH, END OF PERIOD | |
$ | 114 | | |
$ | 114 | |
| |
| | | |
| | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |
| | | |
| | |
Cash
paid for: | |
| | | |
| | |
Taxes | |
| | | |
| | |
Interest
Expense | |
| | | |
| | |
Cash paid for interest | |
$ | - | | |
$ | - | |
Cash paid for income tax | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |
| | | |
| | |
Common stock issued for intangible assets | |
$ | 90,600 | | |
$ | - | |
The
accompanying notes are an integral part of these financial statements.
INKY
NOTES
TO THE FINANCIAL STATEMENTS
NOVEMBER
30, 2022 AND 2021
Note
1 — Description of Organization and Business Operations
Inky
is a startup corporation, registered under the laws in the State of Nevada on June 12, 2018. The company (“we,” “us,”
or the “Company”) plans to develop, publish and market mobile software application for smartphones and tablet devices (“Apps”).
It is an ‘augmented reality’ (AR) app aiming to help users decide what and where to ink without having to regret the tattoo
after the fact. The app includes a selection of 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.
The
Company’s functional and reporting currency is the U.S. dollar.
Note
2 – Going Concern
The
accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation
of the Company as a going concern. As a startup company, the Company had limited revenues and incurred losses as of November 30, 2022.
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. These conditions raise substantial doubt about the Company’s ability to continue
as a going concern.
Management
anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The
Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s
efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and
continue as a going concern.
Note
3 — Summary of Significant Accounting Policies
Basis
of Presentation
The
accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United
States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments
(consisting of normal accruals) considered for a fair presentation have been included. The Company’s year-end is November 30.
Net
Income (Loss) Per Common Share
The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share
is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. As of
November 30, 2022
and 2021, the Company did not have any dilutive securities and other contracts that could,
potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted
loss per share is the same as basic loss per share for the periods presented.
Use
of Estimates
The
preparation of financial statements in conformity with U.S. GAAP requires the 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 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 investments with the original maturities of three months or less to be cash equivalents. The Company
had $114 of cash and cash equivalents as of November 30, 2022 and November 30, 2021.
Income
Taxes
The
Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected
to be realized.
FASB
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than
not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of November 30, 2022. The Company
recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of November 30, 2022, and November
30, 2021, no amounts have been accrued for the payment of interest and penalties. The Company is currently not aware of any issues under
review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income
tax examinations by major taxing authorities since inception.
INKY
NOTES
TO THE FINANCIAL STATEMENTS
NOVEMBER
30, 2022 AND 2021
Note
3 — 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 has been established.
Revenue
Recognition
The
Company recognizes revenues in accordance with ASC 606 – Revenue from Contracts with Customers. Revenue related to contracts
with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the
performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance
obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation.
The
Company has introduced a subscription-based service that provides users with access to AI-generated tattoo ideas. As of November 30,
2022, the Company recognized $1,000 in revenues. The subscriptions range from 14 to 30 days and revenue is recognized over the subscription
period on a straight-line basis as the performance obligation is satisfied.
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 the total number of shares of all classes of stock which the Company is authorized to issue is Seventy-Five Million (75,000,000)
shares of Common Stock, par value $0.001 per share.
During
the year ended November 30, 2021, the Company issued 437,823 shares of common stock for cash proceeds of $13,134 at $0.03 per share.
On
November 30, 2022, the Company issued 2,013,334 shares of common stock valued at $90,600 for intangible
assets.
There
were 7,105,357 and 4,654,200 shares of common stock issued and outstanding as of November 30, 2022, and 2021, respectively.
Note
5 — Related Party Transactions
During
the years ended November 30, 2022 and 2021, the Company’s director loaned to the Company $34,380
and $10,849, respectively.
As
of November 30, 2022 and November 30, 2021, our sole director has a total outstanding balance
of $72,774 and $38,394, respectively. This loan is unsecured, non-interest bearing and due
on demand.
As
of November 30, 2022 and November 30, 2021, the payroll liability to our sole director was
$49,000 and $0, respectively.
Note
6 — Prepaid Expenses
As
of November 30, 2022 and 2021, the prepaid balance was as follows:
Schedule
of Prepaid Balance
| |
As of November
30, 2022 | | |
As of November
30, 2021 | |
Application development | |
$ | - | | |
$ | 18,800 | |
API with the Base | |
| 8,000 | | |
| - | |
Database | |
| 5,300 | | |
| - | |
Prepaid business license fees | |
| 467 | | |
| 542 | |
Total prepaid expenses | |
$ | 13,767 | | |
$ | 19,342 | |
Note
7 – Intangible Assets
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. The Company expects to recognize amortization expense
of $37,323 annually for the next three fiscal years.
During
the year ended November 30, 2022, the Company acquired software for $100,000 and capitalized website development costs of $11,970.
As
of November 30, 2022 the Company had intangible assets of $111,970.
Note
8 – Income Tax Provision
Deferred
Tax Assets
As
of November 30, 2022, the Company had net operating loss (“NOL”) carry-forwards for Federal income tax purposes of $123,759.
No tax benefit has been recorded with respect to these net operating loss carry-forwards in the accompanying financial statements as
the management of the Company believes that the realization of the Company’s net deferred tax assets of approximately $25,989 was
not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by the full
valuation allowance.
Deferred
tax assets consist primarily of the tax effect of NOL carry-forwards which was used to offset tax payable from prior year’s operations.
The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization.
The current valuation of tax allowance is $25,989 and $12,037 as of November 30, 2022 and 2021, respectively.
INKY
NOTES
TO THE FINANCIAL STATEMENTS
NOVEMBER
30, 2022 AND 2021
Components
of deferred tax assets are as follows:
Schedule
of Components of Deferred Tax Assets
| |
For the Year Ended November 30, 2022 | | |
For the Year Ended November 30, 2021 | |
Net Deferred Tax Asset Non-Current: | |
| | | |
| | |
Net Operating Loss Carry-Forward | |
$ | 123,759 | | |
$ | 57,317 | |
Effective tax rate | |
| 21 | % | |
| 21 | % |
Expected Income Tax Benefit from NOL Carry-Forward | |
| 25,989 | | |
| 12,037 | |
Less: Valuation Allowance | |
| (25,989 | ) | |
| (12,037 | ) |
Deferred Tax Asset, Net of Valuation Allowance | |
$ | - | | |
$ | - | |
Income
Tax Provision in the Statement of Operations
A
reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes
is as follows:
Schedule of Effective Income Tax Rate as A Percentage of Income Before Income Taxes
| |
For the Year Ended
November 30, 2022 | |
Federal statutory income tax rate | |
| 21 | % |
Increase (reduction) in income tax provision resulting from: | |
| | |
Net Operating Loss (NOL) carry-forward | |
| (21 | )% |
Effective income tax rate | |
| 0 | % |
Note
9 – Subsequent Events
The
Company has evaluated all subsequent events through the date when the financial statements were issued to determine if they must be reported.
The Company determined that there were no reportable subsequent events to disclose in these financial statements other than those described
below.
A
promissory Note was signed by and between Inky Inc and Ioanna Kallidou, the President and Chief Executive Officer of the Company on December
5, 2022. The Promissory Note was issued in order to repay the debt of the Company to the director in shares. Inky Inc. will issue to
Ioanna Kallidou a total of 1,571,400 common shares per value $0.025 per share in exchange of Thirty-Nine Thousand Two Hundred Eighty-Five
U.S. Dollars ($39,285). The shares have not been issued yet.
M2i
GLOBAL, INC.
(formerly
Inky, Inc.)
CONDENSED
CONSOLIDATED BALANCE SHEET
(Unaudited)
| |
August
31, 2023 | | |
November
30, 2022 | |
ASSETS | |
| | | |
| | |
| |
| | | |
| | |
CURRENT
ASSETS | |
| | | |
| | |
Cash
and equivalents | |
$ | 44,914 | | |
$ | 114 | |
Prepaids
and other current assets | |
| - | | |
| 13,767 | |
| |
| | | |
| | |
Total
current assets | |
| 44,914 | | |
| 13,881 | |
| |
| | | |
| | |
Intangible
assets | |
| - | | |
| 111,970 | |
| |
| | | |
| | |
TOTAL
ASSETS | |
$ | 44,914 | | |
$ | 125,851 | |
| |
| | | |
| | |
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT) | |
| | | |
| | |
| |
| | | |
| | |
CURRENT
LIABILITIES | |
| | | |
| | |
Accounts
payable and accrued expenses | |
$ | 908,748 | | |
$ | 476 | |
Accrued
payroll - related party | |
| - | | |
| 49,000 | |
Related
party loan | |
| 200,000 | | |
| 72,774 | |
| |
| | | |
| | |
Total
current liabilities | |
| 1,108,748 | | |
| 122,250 | |
| |
| | | |
| | |
Total
Liabilities | |
| 1,108,748 | | |
| 122,250 | |
| |
| | | |
| | |
STOCKHOLDERS’
EQUITY (DEFICIT) | |
| | | |
| | |
| |
| | | |
| | |
Preferred
stock, 100,000 shares authorized, $0.001 par value, 100,000 and -0- shares issued and outstanding, respectively | |
| 100 | | |
| - | |
Common
stock, 1,000,000,000 shares authorized, $0.001 par value, 514,333,691 and 7,105,357 shares issued and outstanding, respectively | |
| 514,334 | | |
| 7,105 | |
Common
stock, value | |
| 514,334 | | |
| 7,105 | |
Subscription
receivable | |
| (30,975 | ) | |
| - | |
Treasury
stock | |
| (435,000 | ) | |
| - | |
Additional
paid in capital | |
| 1,024,995 | | |
| 120,255 | |
Accumulated
deficit | |
| (2,137,288 | ) | |
| (123,759 | ) |
| |
| | | |
| | |
Total
Stockholders’ Equity (Deficit) | |
| (1,063,834 | ) | |
| 3,601 | |
| |
| | | |
| | |
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |
$ | 44,914 | | |
$ | 125,851 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements
M2i
GLOBAL, INC.
(formerly
Inky, Inc.)
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| |
August
31, 2023 | | |
August
31, 2022 | | |
August
31, 2023 | | |
August
31, 2022 | |
| |
Three
Months Ended | | |
Nine
Months Ended | |
| |
August
31, 2023 | | |
August
31, 2022 | | |
August
31, 2023 | | |
August
31, 2022 | |
REVENUE | |
$ | - | | |
$ | - | | |
$ | 3,400 | | |
$ | - | |
| |
| | | |
| | | |
| | | |
| | |
OPERATING
EXPENSES | |
| | | |
| | | |
| | | |
| | |
General
and administrative | |
| 1,446,398 | | |
| 23,364 | | |
| 1,921,863 | | |
| 47,635 | |
| |
| | | |
| | | |
| | | |
| | |
Total
Operating Expenses | |
| 1,446,398 | | |
| 23,364 | | |
| 1,921,863 | | |
| 47,635 | |
| |
| | | |
| | | |
| | | |
| | |
Loss
from Operations | |
| (1,446,398 | ) | |
| (23,364 | ) | |
| (1,918,463 | ) | |
| (47,635 | ) |
| |
| | | |
| | | |
| | | |
| | |
OTHER
INCOME (EXPENSE) | |
| | | |
| | | |
| | | |
| | |
Impairment
of assets | |
| - | | |
| - | | |
| (94,952 | ) | |
| - | |
Other
expense | |
| - | | |
| - | | |
| (114 | ) | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Income
tax expense | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
Net
Loss | |
$ | (1,446,398 | ) | |
$ | (23,364 | ) | |
$ | (2,013,529 | ) | |
$ | (47,635 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net
loss per share - basic | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.01 | ) | |
$ | (0.00 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted
average shares outstanding - basic | |
| 514,333,691 | | |
| 5,092,023 | | |
| 205,183,575 | | |
| 5,092,023 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements
M2i
GLOBAL, INC.
(formerly
Inky, Inc.)
CONDENSED
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Receivable | | |
Stock | | |
Capital | | |
Deficit | | |
(Deficit) | |
| |
| | |
| | |
| | |
| | |
Additional | | |
Total | | |
Stockholders’ | |
| |
Preferred Shares | | |
Common Shares | | |
Subscription | | |
Treasury | | |
Paid in | | |
Accumulated | | |
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 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Cash received for subscription receivable | |
| - | | |
| - | | |
| - | | |
| - | | |
| 256,673 | | |
| - | | |
| - | | |
| - | | |
| 256,673 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,446,398 | ) | |
| (1,446,398 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance at August 31, 2023 | |
| 100,000 | | |
$ | 100 | | |
| 514,333,691 | | |
$ | 514,334 | | |
$ | (30,975 | ) | |
$ | (435,000 | ) | |
$ | 1,024,995 | | |
$ | (2,137,288 | ) | |
$ | (1,063,834 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
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 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
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 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (23,364 | ) | |
| (23,364 | ) |
Net income (loss) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (23,364 | ) | |
| (23,364 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance at August 31, 2022 | |
| - | | |
$ | - | | |
| 5,092,023 | | |
$ | 5,092 | | |
$ | - | | |
$ | - | | |
$ | 31,668 | | |
$ | (104,952 | ) | |
$ | (68,192 | ) |
Balance | |
| - | | |
$ | - | | |
| 5,092,023 | | |
$ | 5,092 | | |
$ | - | | |
$ | - | | |
$ | 31,668 | | |
$ | (104,952 | ) | |
$ | (68,192 | ) |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements
M2i
GLOBAL, INC.
(formerly
Inky, Inc.)
CONDENSED
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
| |
August
31, 2023 | | |
August
31, 2022 | |
| |
Nine
Months Ended | |
| |
August
31, 2023 | | |
August
31, 2022 | |
Cash
flows from operating activities | |
| | | |
| | |
Net
loss | |
$ | (2,013,529 | ) | |
$ | (47,635 | ) |
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 | | |
| 5,375 | |
Accounts
payable and accrued expenses | |
| 912,991 | | |
| 250 | |
Accrued
payroll - related party | |
| 16,500 | | |
| 31,500 | |
| |
| | | |
| | |
Net
cash used in operating activities | |
| (954,702 | ) | |
| (10,510 | ) |
| |
| | | |
| | |
Cash
flows from investing activities | |
| | | |
| | |
Website
development costs | |
| - | | |
| (6,310 | ) |
| |
| | | |
| | |
Net
cash used in investing activities | |
| - | | |
| (6,310 | ) |
| |
| | | |
| | |
Cash
flows from financing activities | |
| | | |
| | |
Proceeds
from the issuance stock | |
| 1,234,501 | | |
| - | |
Treasury
stock repurchase | |
| (435,000 | ) | |
| - | |
Related
party loan | |
| 200,000 | | |
| 16,880 | |
| |
| | | |
| | |
Net
cash provided by financing activities | |
| 999,501 | | |
| 16,880 | |
| |
| | | |
| | |
Net
increase (decrease) in cash | |
| 44,800 | | |
| - | |
| |
| | | |
| | |
Cash,
beginning of period | |
| 114 | | |
| 114 | |
| |
| | | |
| | |
Cash,
end of period | |
$ | 44,914 | | |
$ | 114 | |
| |
| | | |
| | |
Supplemental
Information: | |
| | | |
| | |
Cash
paid for: | |
| | | |
| | |
Taxes | |
$ | - | | |
$ | - | |
Interest
Expense | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Non-Cash
Investing and Financing Activities | |
| | | |
| | |
Contribution
from settlement of related party liabilities | |
$ | 146,593 | | |
$ | - | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements
M2i
GLOBAL, INC
(formerly
Inky, Inc.)
NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note
1 — Description of Organization and Business Operations
The
Company was incorporated in the State of Nevada on June 12, 2018. On June 7, 2023, the Company (“M2i Global, Inc.”) (formerly
known as “Inky Inc.”) filed with the Secretary of State of Nevada an Amendment to the Certificate of Incorporation to change
its corporate name from “Inky, Inc.”, to “M2i Global, Inc.”, effective June 7, 2023.
The
Company was formerly engaged in developing mobile software applications for smartphones and table devices. During May 2023, the Company
became the sole shareholder of U.S. Minerals and Metals Corp., a Nevada corporation (“USMM”) through the issuance of preferred
and common shares for cash. Concurrently, the Company shifted its operations to specialization in the development and execution of a
complete global value supply chain for critical minerals for the U.S. government and U.S. free trade partners. The Company’s vision
is to develop and execute a complete global value supply chain for critical minerals for the United States government and certain trading partners of the United
States. To implement this vision, the Company intends to operate three key business units as set forth below:
|
● |
M2i
Minerals and Metals: a business engaged in sourcing, extraction, processing, transporting, trading, and selling primary minerals
and metals; |
|
● |
M2i
Recycling: a business engaged in the collection, processing, transporting, trading, 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. The Company had limited revenues and incurred losses during
the period ended August 31, 2023 and 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 may be dependent, for the near future, on additional investment capital to fund operating expenses. It is
anticipated that revenues will be forthcoming within the third or fourth quarters of the current fiscal year. There are no assurances
that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
Note
3 — Summary of Significant Accounting Policies
Basis
of Presentation
The
accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted
accounting principles in the United States of America (“U.S. GAAP”) and the interim reporting rules of the Securities and
Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared
in accordance with U.S. GAAP, have been condensed or omitted from these statements pursuant to such rules and regulation and, accordingly,
they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction
with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form
10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary
for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected
herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
Principles
of Consolidation
The
accompanying financial statements include the accounts of the Company, including its wholly owned subsidiary, USMM. Intercompany accounts
and transactions have been eliminated in consolidation.
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the 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 maturity of three months or less, when purchased,
to be cash equivalents.
The
Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”).
The FDIC provides coverage of up to $250,000 per depositor, per financial institution, for the aggregate total of depositors’ interest
and non-interest-bearing accounts.
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 August 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
In
accordance with FASB ASC Topic 740, “Income Taxes,” the Company provides for the recognition of deferred tax assets if realization
of such assets is more likely than not. Deferred income tax assets and liabilities are computed for differences between the financial
statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax
laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established
when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable
for the period plus or minus the change during the period in deferred tax assets and liabilities.
In
addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in
the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely
than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be
performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes. If the Company has
interest or penalties associated with insufficient taxes paid, such expenses are reported in income tax expense.
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 common shares
outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator
is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been
issued and if the additional common shares were dilutive.
The
Company had no additional dilutive securities outstanding at August 31, 2023 or August 31, 2022.
Recently
Issued Accounting Standards
During
the period ended August 31, 2023, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements,
as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements
has had or will have a material impact on the Company’s condensed consolidated financial statements.
Note
4 — Commitments and Contingencies
From
time to time, the Company may be involved in litigation in the ordinary course of business. The Company is not currently involved in
any litigation that the Company believes could have a material adverse effect on its financial condition or results of operations.
Note
5 — Stockholders’ Equity
At
fiscal year ended November 30, 2022, the total number of shares of all classes of stock which the Company was authorized to issue was
75,000,000 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
the nine months ended August 31, 2023, the Company issued 100,000 shares of Series A Super-Voting Preferred stock and 507,228,334 shares
of common stock in exchange for proceeds totaling $1,265,476, including $30,975 in subscriptions receivable.
During
the nine months ended August 31, 2023, the Company purchased 6,013,334 shares of common stock from Ioanna Kallidou for $435,000. The
shares were recorded as Treasury Stock at August 31, 2023.
At
the nine months ended, there were 514,333,691 shares of common stock and 100,000 shares of preferred stock issued and outstanding.
Note
6 — Related Party Transactions
During
May 2023, the Company’s former 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 additional paid in capital during May 2023. As of
August 31, 2023, no balances due to Ioanna Kallidou were outstanding.
During
August 2023, the Company’s CEO loaned the Company $200,000. This is recorded in loans payable on the balance sheet.
Note
7 — Subsequent Events
On September 23, 2023, the Company entered into a
Letter of Intent to purchase the commercial real estate and all issued and outstanding shares of stock of a salvage, disposal, recycling
and scrap business located in Nevada. The purchase price for this transaction is $8,000,000.
The Company evaluated other subsequent events after
August 31, 2023 and determined that there are no other events for which disclosure is required.
506,961,668
SHARES OF COMMON STOCK
PROSPECTUS
[*],
2023
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The
following is a statement of approximate expenses to be incurred by M2i Global, Inc. in connection with the distribution of the securities
registered under this registration statement. All amounts shown are estimates except for the SEC registration fee.
| |
Amount | |
SEC
registration fee | |
$ | | |
Legal
fees and expenses | |
$ | | |
Accountant’s
fees and expenses | |
$ | | |
Miscellaneous | |
$ | | |
Total | |
$ | | |
ITEM
14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The
NRS empower us to indemnify our directors and officers against expenses relating to certain actions, suits, or proceedings as provided
for therein. In order for such indemnification to be available, the applicable director or officer must not have acted in a manner that
constituted a breach of his or her fiduciary duties and involved intentional misconduct, fraud or a knowing violation of law, or must
have acted in good faith and reasonably believed that his or her conduct was in, or not opposed to, our best interests. In the event
of a criminal action, the applicable director or officer must not have had reasonable cause to believe his or her conduct was unlawful.
Pursuant
to our articles, we may indemnify each of our present and future directors, officers, employees, or agents who becomes a party or is
threatened to be made a party to any suit or proceeding, whether pending, completed or merely threatened, and whether said suit or proceeding
is civil, criminal, administrative, investigative, or otherwise, except an action by or in the right of the Company, by reason of the
fact that he is or was a director, officer, employee, or agent of the Company, or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses,
including, but not limited to, attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred
by him in connection with the action, suit, proceeding or settlement, provided such person acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interest of the Company, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.
The
expenses of directors, officers, employees, or agents of the Company incurred in defending a civil or criminal action, suit, or proceeding
may be paid by the Company as they are incurred and in advance of the final disposition of the action, suit, or proceeding, if and only
if the director, officer, employee or agent undertakes to repay said expenses to the Company if it is ultimately determined by a court
of competent jurisdiction, after exhaustion of all appeals therefrom, that he is not entitled to be indemnified by the corporation.
No
indemnification shall be applied, and any advancement of expenses to or on behalf of any director, officer, employee or agent must be
returned to the Company, if a final adjudication establishes that the person’s acts or omissions involved a breach of any fiduciary
duties, where applicable, intentional misconduct, fraud or a knowing violation of the law which was material to the cause of action.
The
NRS further provides that a corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person
who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability
asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising
out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses. We
have secured a directors’ and officers’ liability insurance policy. We expect that we will continue to maintain such a policy.
ITEM
15. RECENT SALES OF UNREGISTERED SECURITIES.
During
the period ended May 31, 2023, we sold 100,000 shares of Series A Super Voting Preferred Stock and 506,961,668 shares of Common
Stock for proceeds totaling $1,265,476, $977,828 of which had been received as of May 31, 2023. Each of the purchasers represented to
the Company that such purchaser is an “accredited investor” for purposes of Rule 501 of Regulation D.
ITEM
16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
Exhibits.
The
exhibits filed and furnished with this registration statement are set forth on the “Exhibit Index” set forth elsewhere
herein.
(b)
Financial Statement Schedules.
All
other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions,
or are inapplicable, and therefore have been omitted.
ITEM
17. UNDERTAKINGS.
|
(II) |
The
undersigned Registrant hereby undertakes: (A) (1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; |
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b)
as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used
after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
(B)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, New York, on the 21st day of November, 2023.
|
M2i
GLOBAL, INC. |
|
|
|
By: |
/s/
Doug Cole |
|
Name:
|
Doug
Cole |
|
Title: |
Chief
Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer |
POWERS
OF ATTORNEY
Each
of the undersigned officers and directors of M2i Global, Inc., a Nevada corporation, hereby constitutes and appoints Doug Cole and each of them, severally, as his or her attorney-in-fact and agent, with full power of substitution and resubstitution,
in his or her name and on his or her behalf, to sign in any and all capacities this registration statement and any and all amendments
(including post-effective amendments) and exhibits to this registration statement and any and all applications and other documents relating
thereto, with the Securities and Exchange Commission, with full power and authority to perform and do any and all acts and things whatsoever
which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above
described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all
acts of any such attorney or substitute.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Doug Cole |
|
Chief
Executive Officer, Principal Executive Officer, President, Chief Financial Officer, Principal Financial Officer, Principal Accounting
Officer and Director |
|
November
21, 2023 |
Doug
Cole |
|
|
|
|
EXHIBIT
INDEX
Exhibit
Number |
|
Description |
2.01 |
|
Agreement
and Plan of Merger, dated as of May 12, 2023 and entered into by and among Inky, Inc. and U.S. M and M Acquisition Corp. and U.S.
Minerals and Metals Corp. |
3.1 |
|
Articles
of Incorporation |
3.2 |
|
Certificate
of Amendment to the Certificate of Incorporation of Inky Inc. dated May 8, 2023 |
3.3 |
|
Articles
of Merger dated as of May 18, 2023 |
3.4 |
|
Certificate
of Amendment to Articles of Incorporation dated June 8, 2023- Name Change |
3.5 |
|
Certificate
of Designation of Series A Super-Voting Preferred Stock |
3.6 |
|
Bylaws |
5.1 |
|
Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 23.1) |
10.1 |
|
Consulting
Agreement with Jeffrey Talley |
10.2 |
|
Business
Development Agreement with Lyons Capital LLC dated February 23, 2023 |
10.3 |
|
Wall
Street Conference Business Development Agreement with Lyons Capital LLC dated February 23, 2023 |
10.4 |
|
Business
Development Agreement with Doug Cole dated January 23, 2023 |
14.1 |
|
Code of Business Conduct and Ethics |
21.1 |
|
List
of Subsidiaries |
23.1 |
|
Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1) |
23.2 |
|
Consent of Pinnacle Accountancy Group of Utah (dba of Heaton & Company, PLLC) |
24.1 |
|
Power of Attorney (Included in the signature page hereto) |
107** |
|
Filing Fee Table |
Exhibit 2.01
Exhibit 3.1
Exhibit 3.2
Exhibit 3.3
Exhibit 3.4
Exhibit 3.5
Exhibit 3.6
INKY
Ioanna Kallidou
36 Aigyptou Avenue, 6030
Larnaca, Cyprus
+35725030566
supervisor@inky.live
BYLAWS of INKY
ARTICLE I
Offices
Section 1. Registered Office.
The registered office of Inky (hereinafter called the Corporation),
until changed by action of the Board of Directors of the Corporation (hereinafter called the Board), shall be 36 Aigyptou
Avenue, 6030 Larnaca, Cyprus.
Section 2. Other Offices.
The Corporation may also have an office or offices and keep
the books and records of the Corporation, except as may otherwise be required by the laws of the State of Nevada, at such other place
or places either within or without the State of Nevada as the Board may from time to time determine or the business may require.
ARTICLE II
Meetings of the Sole Stockholder
Section 1. Place of Meetings.
All meetings of the sole stockholder of the Corporation
shall be held at such place within or without the State of Nevada as the Board may from time to time designate, as stated in the notice
of such meeting or a duly executed waiver of notice thereof.
Section 2. Annual Meetings.
The annual meeting of the sole stockholder of the Corporation
for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at
such time and date as the Board shall designate.
Section 3. Special Meetings.
Special meetings of the sole stockholder of the Corporation,
for any purpose or purposes, may be called by the Chairman of the Board, the Chief Executive Officer (the CEO), the President,
the Board, or the sole stockholder. If not otherwise fixed in accordance with these Bylaws, the record date for determining stockholders
entitled to call a special meeting is the date the sole stockholder signs the notice of such meeting.
Section 4. Notices
of Meetings.
Except as may otherwise be required by law, notice of each
meeting of the sole stockholder of the Corporation, annual or special, shall be in writing and shall state the place where it is to be
held, the date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes thereof, and a copy thereof shall
be served either personally or by mail upon such sole stockholder , not less than ten (10) nor more than sixty (60) days before the meeting
either personally or by mail, or by any other method permitted by applicable law, (including, without limitation, on consent of a stockholder
in accordance with applicable law, by electronic transmission which may be by facsimile, electronic mail, electronic network or any other
electronic transmission consented to by the stockholder) by or at the direction of the President, the Secretary, or the officer or person
calling the meeting, to such sole stockholder. Notices of any meeting of the sole stockholder shall not be required to be given to such
sole stockholder if such sole stockholder attends such meeting in person or by proxy except when the sole stockholder attends the meeting
for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Notice of any adjourned meeting of the sole stockholder need not be given except as otherwise provided in this Article
II. In the case of a special meeting the business transacted thereat shall be confined to the purposes stated in the notice thereof.
Section 5. Quorum.
Except as otherwise provided by the laws of Nevada, at each
meeting of the sole stockholder of the Corporation the holder of shares sufficient to cast a majority of the votes represented by all
voting shares of stock of the Corporation issued and outstanding and entitled to vote at such meeting, present in person or by proxy,
shall constitute a quorum.
Section 6. Adjournments.
At any annual or special meeting of the sole stockholder
of the Corporation, such sole stockholder may adjourn the meeting from time to time to another time or place, at which time, if a quorum
is present, any business may be transacted which might have been transacted at the meeting as originally called. Notice need not be given
of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, unless the adjournment
is for more than thirty days or a new record date is fixed for the adjourned meeting, in which event a notice of the adjourned meeting
shall be given to the sole stockholder of the Corporation.
Section 7. Organization.
Each meeting of the sole stockholder shall be presided over
by the Chairman of the Board, or in his absence by the CEO, or in his absence the President, or in the absence of the Chairman, the CEO,
and the President by a Vice Chairman, or if neither the Chairman nor the President nor any Vice Chairman is present, by an Executive Vice
President. The Secretary, or in his absence an Assistant Secretary, shall act as secretary of each meeting of the sole stockholder.
Section 8. Order
of Business.
The order of business at all meetings of the sole stockholder
shall be as determined by the chairman of the meeting.
Section 9. Voting.
With respect to each meeting of the sole stockholder of
the Corporation, the sole stockholder shall be entitled to vote the common or other shares of voting stock standing in its name on the
books of the Corporation and entitled to be voted at such meeting at the close of business on the day next preceding the day on which
such meeting is held., provided that such sole stockholder attends the meeting, waives notice of the meeting or acts by written consent
in lieu of a meeting. Each share of common stock shall be entitled to one vote per share. Each share of other voting stock of the Corporation
shall be entitled to such number of votes as may be provided in the Certificate of Formation or resolutions of the Board of the Corporation
establishing such stock. Except as permitted by law, shares of its own stock belonging to the Corporation shall not be voted directly
or indirectly. The sole stockholder of the Corporation may cast such vote in person or by proxy appointed by an instrument in writing,
signed by such sole stockholder or its duly authorized attorney and delivered to the secretary of the meeting; provided, however, that
no proxy shall be voted after three (3) years from its date, unless the proxy provides for a longer duration.
Section 10. Action by Written Consent
Without a Meeting.
Any action required or permitted to be taken at any annual
or special meeting of the sole stockholder of the Corporation may be taken without a meeting, without prior notice, and without a vote,
if a consent or consents in writing, setting forth the action so taken, is signed by such sole stockholder. An electronic transmission
by the sole stockholder, or a facsimile or similar reproduction of a writing signed by the sole stockholder, shall be regarded as signed
by the sole stockholder for purposes of this section.
ARTICLE III
Directors
Section 1. General Powers.
The Board shall oversee the management of the business and
affairs of the Corporation and may exercise all such authority and powers of the Corporation and do all such lawful acts and things as
are not by law, the Certificate of Formation, as amended, or these Bylaws directed or required to be exercised or done by the sole stockholder
of the Corporation.
Section 2. Number; Vacancies.
The number of directors of the Corporation shall be determined
as provided in the Certificate of Formation; thereafter, the number of directors shall be determined by resolution of the Board, but no
decrease in the number of directors shall have the effect of shortening the term of any incumbent director.
Section 3. Quorum of Directors.
A majority of the director positions on the board shall
constitute a quorum at any meeting, except when otherwise provided by law, or the bylaws, provided that a quorum may not be reduced to
below one third of the number of director positions, but a lesser number may adjourn any meeting, from time to time, and the meeting may
be held, as adjourned, without further notice. If the number of directors is reduced below the number that would constitute a quorum,
no business may be transacted, except selecting directors to fill vacancies in conformance with Section 2 of this Article III.
Section 4. Act of Directors Meeting.
If a quorum is present when a vote is taken, the affirmative
vote of a majority of directors present is the act of the Board.
Section 5. Place of Meeting.
The Board may hold its meetings at such places within or
without the State of Nevada as the Board from time to time may determine or as shall be specified or fixed in the respective notices or
waivers of notice thereof.
Section 6. Annual Meeting.
The Board shall meet for the purpose of organization, the
election of officers and the transaction of other business, as soon as practicable after each annual election of directors, on the same
day and at the same place at which such election is held or at such other time or place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board or in a consent and waiver of notice thereof signed by all the directors.
Section 7. Regular Meetings.
Regular meetings of the Board shall be held at such times
and places as the Board by resolution may determine. If any day fixed for a regular meeting shall be a legal holiday at the place where
the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at said place at the same hour on
the next succeeding business day not a legal holiday. Notice of regular meetings need not be given.
Section 8. Special Meetings; Notice.
Special meetings of the Board shall be held whenever called
by the Chairman of the Board or by the Board. Notice of each such meeting shall be mailed to each director, addressed to him at his residence
or usual place of business, at least three (3) days before the day on which the meeting is to be held, or shall be delivered, at least
one (1) day before the day on which the meeting is to be held, personally or by any other method permitted under applicable law (including,
without limitation, on consent of a director in accordance with applicable law, by electronic transmission which may be by facsimile,
electronic mail, electronic network or any other electronic transmission consented to by the director). If mailed, such notice shall be
deemed to be delivered at the time when the same shall be deposited in the United States mail
with sufficient postage thereon prepaid. If sent by electronic
transmission, such notice shall be deemed to be provided when transmitted to the number or address provided by the director or otherwise
communicated to the director by means consented to by the director, in each case in accordance with applicable law.
Section 9. Organization.
At each meeting of the Board, the Chairman of the Board
or in his absence the CEO or in his absence the President or in his absence the Vice Chairman, or in his absence a director chosen by
a majority of the directors prevent, shall act as chairman of such meeting and preside thereat. The Secretary, or in his absence an Assistant
Secretary, or in the absence of the Secretary and the Assistant Secretaries, any person appointed by the chairman shall act as secretary
of the meeting and keep the minutes thereof.
Section 10. Order of Business.
At all meetings of the Board business shall be transacted
in the order determined by the chairman of the meeting, subject to the approval of the Board.
Section 11. Resignations.
Any director may resign at any time by giving written notice
to the Chairman or to the Secretary of the Corporation. Such resignation shall take effect upon receipt of such notice or at any later
time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it
effective.
Section 12. Removal of Directors.
At any meeting of the sole stockholder called expressly
for the purpose of removing a director or directors, any director or the entire Board may be removed, with or without cause, by a vote
of the holders of a majority of the shares then entitled to vote at an election of directors.
Section 13. Compensation.
Each director, in consideration of his serving as such,
shall be entitled to receive from the Corporation such amount per annum or such fees for attendance at directors meetings, or both,
as the Board shall from time to time determine, together with reimbursement for the reasonable expenses incurred by him in connection
with the performance of his duties. Each director who shall serve as a member of any committee of the Board, in consideration of his serving
as such, shall be entitled to such additional amount per annum or such fees for attendance at committee meetings, or both, as the Board
shall from time to time determine, together with reimbursement for the reasonable expenses incurred by him in connection with the performance
of his duties. Nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving proper
compensation therefor.
Section 14. Action
by Written Consent Without a Meeting.
Any action required or permitted to be taken at a meeting
of the Board or any committee thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed
by all members of the Board or committee, as the case may be. Such consent shall be filed with the minutes of the proceedings of the Board
or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting.
ARTICLE IV
Executive And Other Committees
Section 1. Executive Committee.
The Board may designate an Executive Committee to consist
of three or more members of the Board, one of whom shall be the Chairman of the Board who shall also serve as Chairman of the Executive
Committee.
Section 2. Vacancies.
The Board shall have the power to change the membership
of the Executive Committee at any time, to fill vacancies therein and to discharge the Executive Committee or to remove any member thereof,
either with or without cause, at any time.
Section 3. Executive Committee to Report.
All completed action by the Executive Committee shall be
reported to the Board at its meeting next succeeding such action or at its meeting held in the month following the taking of such action,
and shall be subject to revision or alteration by the Board.
Section 4. Procedure.
Meetings of the Executive Committee shall be held at such
times and places as the Chairman of the Executive Committee may determine. The Executive Committee, by a vote of a majority of its members,
may fix its rules of procedure, determine its manner of acting and specify what notice, if any, of meetings shall be given, except as
the Board shall by resolution otherwise provide. A majority of the members on the Executive Committee shall constitute a quorum at any
meeting of the Executive Committee. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present
is the act of the Executive Committee.
Section 5. Powers.
Except as otherwise provided by law or the Certificate of
Formation, the Executive Committee shall have and may exercise the powers of the Board in the management of the business and affairs of
the Corporation in the intervals between meetings of the Board in all cases in which specific directions shall not have been given by
the Board, and shall have power to authorize the seal of the Corporation to be affixed to all papers which may require it.
Section 6. Other Committees.
The Board may designate members of the Board to constitute
other committees which shall in each case consist of such number of directors, and shall have and may execute such powers as may be determined
and specified in the respective resolutions appointing them. A majority of all the members of any such committee may fix its rules of
procedure, determine its manner of acting and fix the time and place, whether within or without the State of Nevada, of its meetings and
specify what notice thereof, if any, shall be given, unless the Board shall otherwise by resolution provide. The Board shall have the
power to change the membership of any such committee at any time, to fill vacancies therein and to discharge any such committee or to
remove any member thereof, either with or without cause, at any time.
ARTICLE V
Officers of the Corporation and Chairman of the Board
Section 1. Titles.
The principal officers of the Corporation shall be a President,
a CEO, one or more Executive Vice Presidents or Vice Presidents, a Secretary and a Treasurer. Other officers may be appointed in accordance
with the provisions of this Article V. One person may hold the office and perform the duties of any two or more of said officers.
Section 2. Election, Term of Office and
Qualifications.
The principal officers shall be elected annually by the
Board. Each officer, except as may be appointed in accordance with the provisions of this Article V, shall hold office until his successor
shall have been chosen and shall qualify or until his death or until he shall have resigned or until he shall have been removed in the
manner hereinafter provided.
Section 3. Appointive Officers.
The Board may from time to time appoint or delegate the
appointment of such other officers as it may deem necessary, including one or more Assistant Secretaries and one or more Assistant Treasurers.
Such officers shall hold office for such period, have such authority and perform such duties, subject to the control of the Board, as
are in these Bylaws provided or as the CEO, the President or the Board may from time to time prescribe. The CEO and the President shall
have authority to appoint and remove agents and employees and to prescribe their powers and duties and may authorize any other officer
or officers to do so.
Section 4. Removal.
Any officer elected by the Board may be removed either with
or without cause, at any time by the Board at any meeting of the Board called for the purpose.
Section 5. Resignation.
Any officer may resign at any time by giving written notice
to the CEO or to the President or to the Secretary. Such resignation shall take effect upon receipt of such notice or at any later time
specified therein; and unless otherwise specified therein the acceptance of such resignation shall not be
necessary to make it effective.
Section 6. Vacancies.
A vacancy in any office because of death, resignation, removal
or other causes shall be filled for the unexpired portion of the term in the manner prescribed by these Bylaws for regular election or
appointment to such office.
Section 7. The Chief Executive Officer.
The Chief Executive Officer of the Corporation shall serve
as the chief executive of the Corporation and have general and active supervision over the business and, affairs of the Corporation, subject
to the control of the Board. In the absence or inability to act of the Chairman of the Board, the CEO shall, when present, preside at
all meetings of the Board and of the sole stockholder of the Corporation. He shall have such powers and perform such duties as may from
time to time be assigned to him by the Board or as may be prescribed by these Bylaws.
Section 8. The President.
The President shall have such powers and perform such duties
as may from time to time be assigned to him by the CEO or the Board or as may be prescribed by these Bylaws.
Section 9. Executive Vice Presidents.
Each Executive Vice President shall have such powers and
perform such duties as may from time to time be assigned to him by the CEO or the Board or as may be prescribed in these Bylaws.
Section 10. Vice Presidents.
Each Vice President shall have such powers and perform such
duties as may from time to time be assigned to him by the CEO or the Board or as may be prescribed in these Bylaws.
Section 11. The Secretary.
The Secretary, if present, shall act as secretary at all
meetings of the Board and of the sole stockholder of the Corporation and keep the minutes thereof in a book or books to be provided for
that purpose; shall see that all notices required to be given by the Corporation are duly given and served; shall be custodian of the
seal of the Corporation and shall affix the seal or cause it or a facsimile thereof to be affixed to all certificates of stock of the
Corporation and to all documents the execution of which on behalf of the Corporation under its seal shall be duly authorized in accordance
with the provisions of these Bylaws; shall have charge of the stock records of the Corporation; shall see that all reports, statements
and other documents required by law are properly kept and filed; may sign, with any other proper officer of the Corporation thereunto
authorized, certificates for stock of the Corporation; and, in general, shall perform all the duties incident to the office of Secretary
and such other duties as from time to time may be
assigned to him by the CEO or the Board.
Section 12. Assistant Secretaries.
The Assistant Secretaries shall perform such duties as from
time to time may be assigned to them by the CEO, the Secretary or the Board. At the request of the Secretary, or in case of his absence
or inability to act, any Assistant Secretary may act in his place.
Section 13. The Treasurer.
The Treasurer shall have charge and custody of, and be responsible
for, all funds and securities of the Corporation, and shall deposit all such funds in the name of the Corporation in such banks or other
depositories as shall be selected or authorized to be selected by the Board; shall render or cause to be rendered a statement of the condition
of the finances of the Corporation at all regular meetings of the Board, and a full financial report at the annual meeting of the sole
stockholder of the Corporation, if called upon so to do; shall receive and give receipt for moneys due and payable to the Corporation
from any source whatsoever and, in general, shall perform or cause to be performed all the dudes incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the CEO or the Board.
Section 14. Assistant Treasurers.
The Assistant Treasurers shall perform such duties as from
time to time may be assigned to them by the CEO, the Treasurer or the Board. At the request of the Treasurer, or in case of his absence
or inability to act, any Assistant Treasurer may act in his place.
Section 15. The Chairman of the Board.
The Corporation shall also have a non-executive Chairman
of the Board who shall, when present, preside at all meetings of the Board, the Executive Committee and the sole stockholder of the Corporation.
He shall be ex officio a member of all committees of the Board unless otherwise provided in the Board resolution providing for a particular
committee. In general, he shall perform all the duties incident to the office of non-executive Chairman of the Board and such other duties
as the Board may from time to time determine. or as may be prescribed in these Bylaws.
Section 16. Vice Chairman.
One or more Vice Chairman may also be elected by the Board
and, if elected, each Vice Chairman shall have such powers and perform such duties as may from time to time be assigned to him by the
Chairman of the Board or the Board or as may be prescribed in these Bylaws.
ARTICLE VI
Contracts, Checks, Bank Accounts, Etc.
Section 1. Contracts,
etc., How Executed.
The Board may authorize any officer or officers or agent
or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf
of the Corporation, and such authority may be general or confined to specific instances and if the Board so provides may be delegated
by the person so authorized; and, unless so authorized by the Board or these Bylaws, no officer, agent or employee shall have any power
or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any
purpose or to any amount.
Section 2. Loans.
No loan shall be contracted on behalf of the Corporation,
and no negotiable paper shall be issued in its name, unless authorized by the Board. When so authorized, the CEO, the President or an
Executive Vice President may effect loans and advances at any time for the Corporation from any bank, trust company or other institution
or from any firm, corporation or individual, and for such loans and advances the CEO, the President or an Executive Vice President or
a Vice President or the Treasurer may make, execute and deliver, with the counter-signature, unless otherwise authorized by the Board,
of the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, bonds, debentures, promissory notes or other evidences
of indebtedness of the Corporation and, when authorized as aforesaid, as security for the payment of any and all loans, advances, indebtedness
and liabilities of the Corporation, may mortgage, pledge, hypothecate or transfer any real or personal property at any time held by the
Corporation and to that end execute and deliver instruments of mortgage or pledge or otherwise transfer such property. Any authority so
granted by the Board may be general or confined to specific instances and if the Board so provides may be delegated by the person so authorized.
Section 3. Checks, Drafts, etc.
All checks, drafts or other orders for the payment of money,
notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or
agents, as shall from time to time be determined by resolution of the Board.
Section 4. Deposits.
All funds of the Corporation not otherwise employed shall
be deposited from time to time to the credit of the Corporation or otherwise as the CEO, the President or any other officer or officers
authorized by the Board shall direct in such banks, trust companies or other depositaries as may be selected by the CEO, the President
or any other officer or officers or agent or agents to whom power in that respect shall have been delegated by the Board. For the purpose
of deposit and for the purpose of collection for the account of the Corporation, checks, drafts and other orders for the payment of money
which are payable to the order of the Corporation may be endorsed, assigned and delivered by such officer or officers or agent or agents
as shall be determined by the CEO, the President or any other officer or officers designated by the Board.
Section 5. General and Special Bank Accounts.
The Board or the CEO, the President or any other officer
or officers designated by the Board may from time to time authorize the opening and keeping of general and
special bank accounts with such banks, trust companies or other depositaries as may be selected by the CEO, the President or any other
officer or officers or agent or agents to whom power in that respect shall have been delegated by the Board. The Board may make such special
rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient.
ARTICLE VII
Waiver of Notice
Whenever any notice whatever is required to be given by
these Bylaws or by statute, the person entitled thereto may in person, or in the case of a stockholder by his attorney thereunto duly
authorized, waive such notice in writing (including telegraph, cable, radio or wireless), whether before or after the meeting, or other
matter in respect of which such notice is to be given, and in such event such notice need not be given to such person and such waiver
shall be equivalent to such notice, and any action to be taken after such notice or after the lapse of a prescribed period of time may
be taken without such notice and without the lapse of any period of time.
ARTICLE VIII
Seal
The seal of the Corporation shall be in the form of a circle
and shall bear the name of the Corporation and the year of its incorporation.
ARTICLE IX
Fiscal Year
The fiscal year of the Corporation shall begin on the first
day of December and end on the last day of November in each year.
ARTICLE X
Amendments
These Bylaws may be amended, altered or repealed, at any
regular meeting of the Board, by a vote of a majority of the total number of the directors except as provided below. The Corporation's
sole stockholder may amend or repeal these Bylaws even though these Bylaws also may be amended or repealed by its Board.
Signature of Ioanna Kallidou __/s/
Ioanna Kallidou_____
Exhibit 5.1
November
21, 2023
M2i
Global, Inc.
885
Tahoe Blvd.
Incline
Village, NV 89451
Re:
Registration Statement on Form S-1 (File No. 333-[___])
Ladies
and Gentlemen:
We
refer to the above-captioned registration statement on Form S-1 (the “Registration Statement”) under the Securities
Act of 1933, as amended (the “Act”), filed by M2i Global, Inc., a Nevada corporation (the “Company”),
with the Securities and Exchange Commission.
The
Registration Statement pertains to the registration for resale of up to 506,961,668 shares of the Company’s common stock, par value
$0.001, by certain selling shareholders (the “Resale Shares”). We understand that the Resale Shares are to be sold, as described
in the Registration Statement.
We
have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers
of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us
as certified copies or photocopies and the authenticity of the originals of such latter documents.
Based
on the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that the issuance
and sale of the Resale Shares has been duly authorized by all necessary corporate action on the part of the Company and, when issued
and sold in the manner described in the Registration Statement, the Resale Shares, will be validly issued, fully paid and non-assessable.
Without
limiting any of the other limitations, exceptions and qualifications stated elsewhere herein, we express no opinion with regard to the
applicability or effect of the laws of any jurisdiction other than the corporate laws of the State of Nevada and the laws of the State
of New York, as currently in effect (based solely upon our review of a standard compilation thereof). This opinion letter deals only
with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly stated herein
from any matter addressed in this opinion letter.
We
hereby consent to the filing of this opinion as Exhibits 5.1 and 23.1 to the Registration Statement and to the reference to our firm
under “Legal Matters” in the related Prospectus. In giving the foregoing consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange
Commission.
Very
truly yours, |
|
|
|
/s/
Sichenzia Ross Ference Carmel LLP |
|
1185
Avenue of the Americas | 31st Floor | New York, NY | 10036
T
(212) 930 9700 | F (212) 930 9725 |
WWW.SRFC.LAW
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit
10.4
BUSINESS
DEVELOPMENT AGREEMENT
THIS
BUSINESS DEVELOPMENT AGREEMENT (the “Agreement”) dated as of January 23, 2023 by and between US Minerals
and Metals Corp., a Nevada corporation (hereinafter referred to as the “Company”), having an address at P.O.
Box 6978, Moraga, CA, 94570, and Douglas Cole, an individual (collectively referred to hereinafter as the “Cole”).
(The Company and Cole may be referred to hereinafter individually as a “Party” and collectively as the “Parties”).
WHEREAS,
Cole is qualified to provide the Company with the Services (as defined in paragraph 4 below) and is desirous to perform such Services
for the Company; and
WHEREAS,
the Company desires to contract for the Services provided by Cole;
WHEREAS,
the Company requires the other Services and as set forth herein;
WHEREAS,
the Company wishes to induce Cole to provide the Services and wishes to contract with Cole regarding the same and compensate Cole in
accordance with the terms herein;
NOW,
THEREFORE, in consideration of the mutual covenants hereinafter stated, it is agreed as follows:
| 1. | APPOINTMENT.
The Company hereby engages Cole as a Senior Strategic and Business Development Advisor,
and Cole agrees to render the Services to the Company, upon the terms and conditions hereinafter
set forth. |
| 2. | TERM.
The term of this Agreement shall begin on the date this Agreement is executed by the
parties (the “Commencement Date”) and shall extend for a period
of ten (10) years (collectively hereinafter, the “Term”), unless
extended or terminated in accordance with this Agreement. |
| a. | During
the Term of this Agreement, the “Services” shall include: |
| i. | Acting
as Senior Advisor to the Company on Business Development and business strategy; |
| ii. | Advising
the Company on sources and types of financing including, without limitation, assisting with
investor introductions to brokers, research coverage, funds, investment banking firms, market
makers and investor relations; and |
| iii. | Assisting
the Company with identifying and negotiating business partnerships and collaborations. |
| b. | Cole
agrees to provide the Services on a timely basis via: meetings or conference call with Company
representatives which may include other professionals; conferences calls with Company representatives
and other professionals; and/or written correspondence and documentation. Cole cannot guarantee
the results on behalf of the Company but shall pursue all avenues that it deems reasonable
through its network of contacts. |
US
Minerals/Lyons Capital
Page
2 of 5
| c. | The
Parties acknowledges and confirm that the Services are provided as a consultant and facilitator
only and not as the Company’s agent. In addition, the Parties understand that Cole
is not a Broker/Dealer and will not be acting as one. Cole Capital does not engage in web
based, hype promotion. |
| d. | The
Company acknowledges and agrees that Cole will be providing the Services on a part-time basis,
that Cole will be providing similar services to other clients and other companies during
the Term. |
| a. | On
January 2, 2024 and on the first business day of each year thereafter until and including
the first business day of January 2033, the Company shall issue to Cole 10,000,000 (Ten Million)
shares of the Company’s common stock, par value $.0001 (the “Common Shares”),
as they may be adjusted from time to time on account of splits, consolidations, dividends
and similar changes in exchange for a purchase price of $1,000. |
| b. | The
Company confirms that the above-referenced Common Shares will be issued without encumbrance,
and upon issuance will be validly issued, fully paid, and non-assessable. Upon satisfaction
of the applicable holding period set forth in Rule 144(d) of the Securities Act of 1933,
as amended, and compliance with the other requirements of Rule 144, the Common Shares will
be eligible to have the restrictive legend removed and will be freely tradable. Further,
there is no action, proceeding or investigation pending or threatened which could question
the validity of the issuance of the Common Shares to Cole or regarding any of the forgoing
representations. Additionally, by the US Securities and Exchange Commission or any other
state or federal regulator or regulatory agency. |
| 5. | COMPANY
PROPERTY; WORK FOR HIRE. |
All
deliverables or other work that is created or prepared by Cole for Company (“Deliverables”) shall be owned
exclusively by Company and, be “works made for hire” under all applicable copyright laws. To the extent any Deliverables
do not qualify as “work made for hire,” Cole hereby conveys the worldwide right, title to and interest in the Deliverables
to Company, including without limitation, all patent, copyright and trade secret rights. Company shall have the right, at Company’s
option and expense, to seek protection by obtaining patents, copyright registrations, and filings related to proprietary or intellectual
property rights. Consultant agrees to cooperate with Company to confirm or record Company’s rights in the Deliverables, including
signing such other documents as may be reasonably requested by Company for that purpose.
US
Minerals/Lyons Capital
Page
3 of 5
| 7. | REPRESENTATIONS
AND WARRANTIES OF THE COMPANY. |
| a. | The
Company represents and warrants that all statements made by the Company and documents provided
by the Company to the consultant shall be truthful, accurate and free of omissions that would
render an otherwise factual statement untrue or misleading. |
| b. | The
Company shall be solely responsible for the accuracy and completeness of the information,
documents (including, but not limited to, information, memoranda, press releases, public
announcements, and other similar statements) that the Company issues or delivers, directly
or indirectly, to Consultant and all other third parties regarding the Company, its affairs,
plans, or future prospects and the representations contain in any of them (the “Company’s
Statements”). At all times during the term of this Agreement, the Company shall,
upon reasonable receipt of any request from Consultant, provide Consultant with prompt written
confirmation of the accuracy and completeness of the Company’s Statements. Further,
the Parties agree that Consultant’s sole responsibility is to ensure that the statements
and information it distributes or publishes is consistent with the Company’s Statements. |
The
Parties agree to indemnify each other and hold each other harmless against any losses, claims, damages or liabilities incurred, directly
or indirectly, as a result of the other Party’s material breach of this Agreement, willful misconduct or gross negligence, unless
it is determined by a court of competent jurisdiction that such losses, claims, damages or liabilities arose out of a Party’s own
breach of this Agreement, sole negligence, gross negligence, willful misconduct, dishonesty, fraud or violation of any applicable law.
The provisions set forth in this Section shall survive any termination of this Agreement.
| 9. | INDEPENDENT
CONTRACTOR. |
Cole
and the Company agree that Cole shall perform services hereunder as an independent contractor, retaining control over and responsibility
for Cole’s activities undertaken in performance of this Agreement. Cole shall not be considered an employee or agent of the Company
as a result of this Agreement, nor shall Cole have authority to contract in the name of or bind the Company or be entitled to receive
any benefits offered to employees of the Company. Cole shall be responsible for paying all federal, state and local taxes incurred as
a result of any fees received under this Agreement.
| a. | Termination:
Subject to the terms of this Agreement, the Agreement may be terminated by either Party for
any reason effective upon the first business day of the calendar year following the date
of the termination notice by providing the other Party with at least 30 days advance notice
of termination, unless such termination is due to the other Party’s breach of this
Agreement, in which case such termination will be effective immediately upon notice given
(hereinafter referred to as a “Termination”). |
| | |
| b. | Modification:
This Agreement sets forth the entire understanding of the Parties with respect to the subject
matter hereof. This Agreement may be amended only in writing signed by both Parties. |
US
Minerals/Lyons Capital
Page
4 of 5
| c. | Waiver:
Any waiver by either Party of a breach of any provision of this Agreement shall not operate
as or be construed to be a waiver of any other breach of that provision or of any breach
of any other provision of this Agreement. The failure of a Party to insist upon strict adherence
to any term of this Agreement on one or more occasions will not be considered a waiver or
deprive that party of the right thereafter to insist upon adherence to that term of any other
term of this Agreement. |
| d. | Assignment:
Neither the Company nor Cole may assign its obligations under this Agreement without the
express written consent of the other. |
| e. | Entire
Agreement; Severability. This Agreement shall constitute the entire agreement between
Cole and the Company with respect to the furnishing of Services described herein. No provision
of this Agreement shall be deemed waived, amended or modified by either party unless such
waiver, amendment or modification is in writing, and signed by an authorized representative
of each party. If any term of this Agreement is invalid or unenforceable under any statute,
regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed
or deleted, as the case may be, but only to the extent necessary to comply with such statute,
regulation, ordinance, order or rule, and the remaining provisions of this Agreement shall
remain in full force and effect. If any provision of this Agreement is invalid, illegal,
or unenforceable, the balance of this Agreement shall remain in effect. If any provision
is inapplicable to any person or circumstance, it shall nevertheless remain applicable to
all other persons and circumstances. |
| f. | Governing
Law: The subject matter of this Agreement shall be governed by and construed in accordance
with the laws of the State of Florida (without reference to its choice of law principles),
and to the exclusion of the law of any other forum, without regard to the jurisdiction in
which any action or special proceeding may be instituted. Notwithstanding the foregoing the
Parties agree that the venue for any suit or proceeding shall be in the state of Federal
courts of the state of Florida located in Broward County, Florida and the parties waive any
right to dispute such venue including forum non-conveniens. THE PARTIES HEREBY WAIVE
TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH THEY ARE BOTH PARTIES INVOLVING, DIRECTLY
OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT. |
| g. | Limitation
of Liability; Survival. In no event shall either Party be liable hereunder for incidental,
indirect, special or consequential damages of any kind, even if advised of the possibility
thereof. The terms of this Agreement that either explicitly or implicitly are intended to
survive shall survive termination or expiration of this Agreement, in whole or part, for
any reason whatsoever. |
| h. | Execution
of the Agreement: The Company, the person executing this Agreement on behalf of the Company,
and Cole, have the requisite corporate power and authority to enter into and carry out the
terms and conditions of this Agreement, as well as all transactions contemplated hereunder.
All corporate proceedings have been taken and all corporate authorizations and approvals
have been secured which are necessary to authorize the execution, delivery and performance
by the Company and Cole of this Agreement. Upon execution by both Parties, this Agreement
will be deemed to have been duly and validly executed and delivered by the Company and Cole
and constitute a valid and binding obligation, enforceable in accordance with the respective
terms herein. Upon delivery of this Agreement, this Agreement, and the other agreements and
exhibits referred to herein, will constitute the valid and binding obligations of the Company,
and will be enforceable in accordance with their respective terms. This Agreement may be
executed in counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Photographic, PDF and fax copies of such signed
counterparts may be used in lieu of the originals of this Agreement for any purpose. |
[SIGNATURE
PAGE FOLLOWS]
US
Minerals/Lyons Capital
Page
5 of 5
IN
WITNESS WHEREOF, this Agreement has been executed by the Parties as of the date first above written.
COMPANY
|
|
COLE |
|
|
|
U.S.
MINERALS AND METALS CORP. |
|
DOUGLAS
COLE |
|
|
|
|
|
|
By:
|
Douglas
Cole |
|
|
Its: |
Executive
Chairman |
|
|
Exhibit
14.1
M2i
Global, Inc. Code of Ethics and Business Conduct
1.
Introduction.
1.1
The Board of Directors of M2i Global, Inc. (together with its subsidiaries, the “Company”) has adopted this Code of
Ethics and Business Conduct (the “Code”) in order to:
(a)
promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;
(b)
promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to,
the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company;
(c)
promote compliance with applicable governmental laws, rules and regulations;
(d)
promote the protection of Company assets, including corporate opportunities and confidential information;
(e)
promote fair dealing practices;
(f)
deter wrongdoing; and
(g)
ensure accountability for adherence to the Code.
1.2
All directors, officers and employees are required to be familiar with the Code, comply with its provisions and report any suspected
violations as described below in Section 10, Reporting and Enforcement.
2.
Honest and Ethical Conduct.
2.1
The Company’s policy is to promote high standards of integrity by conducting its affairs honestly and ethically.
2.2
Each director, officer and employee must act with integrity and observe the highest ethical standards of business conduct in his or her
dealings with the Company’s customers, suppliers, partners, service providers, competitors, employees and anyone else with whom
he or she has contact in the course of performing his or her job.
3.
Conflicts of Interest.
3.1
A conflict of interest occurs when an individual’s private interest (or the interest of a member of his or her family) interferes,
or even appears to interfere, with the interests of the Company as a whole. A conflict of interest can arise when an employee, officer
or director (or a member of his or her family) takes actions or has interests that may make it difficult to perform his or her work for
the Company objectively and effectively. Conflicts of interest also arise when an employee, officer or director (or a member of his or
her family) receives improper personal benefits as a result of his or her position in the Company.
3.2
Loans by the Company to, or guarantees by the Company of obligations of, employees or their family members are of special concern and
could constitute improper personal benefits to the recipients of such loans or guarantees, depending on the facts and circumstances.
Loans by the Company to, or guarantees by the Company of obligations of, any director or executive officer are expressly prohibited.
3.3
Whether or not a conflict of interest exists or will exist can be unclear. Conflicts of interest should be avoided unless specifically
authorized as described in Section 3.4.
3.4
Persons other than directors and executive officers who have questions about a potential conflict of interest or who become aware of
an actual or potential conflict should discuss the matter with, and seek a determination and prior authorization or approval from, Chief
Executive Officer and the Chief Financial Officer. A Chief Financial Officer may not authorize or approve conflict of interest matters
or make determinations as to whether a problematic conflict of interest exists without first providing the Chief Executive Officer with
a written description of the activity and seeking the Chief Executive Officer’s written approval. If the Chief Executive Officer
is themself involved in the potential or actual conflict, the matter should instead be discussed directly with the Chief Financial Officer.
Directors
and executive officers must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively
from the Board of Directors.
4.
Compliance.
4.1
Employees, officers and directors should comply, both in letter and spirit, with all applicable laws, rules and regulations in the cities,
states and countries in which the Company operates.
4.2
Although not all employees, officers and directors are expected to know the details of all applicable laws, rules and regulations, it
is important to know enough to determine when to seek advice from appropriate personnel. Questions about compliance should be addressed
to the Legal Department.
4.3
No director, officer or employee may purchase or sell any Company securities while in possession of material nonpublic information regarding
the Company, nor may any director, officer or employee purchase or sell another company’s securities while in possession of material
nonpublic information regarding that company. It is against Company policies and illegal for any director, officer or employee to use
material nonpublic information regarding the Company or any other company to:
(a)
obtain profit for himself or herself; or
(b)
directly or indirectly “tip” others who might make an investment decision on the basis of that information.
5.
Disclosure.
5.1
The Company’s periodic reports and other documents filed with the SEC, including all financial statements and other financial information,
must comply with applicable federal securities laws and SEC rules.
5.2
Each director, officer and employee who contributes in any way to the preparation or verification of the Company’s financial statements
and other financial information must ensure that the Company’s books, records and accounts are accurately maintained. Each director,
officer and employee must cooperate fully with the Company’s accounting and internal audit departments, as well as the Company’s
independent public accountants and counsel.
5.3
Each director, officer and employee who is involved in the Company’s disclosure process must:
(a)
be familiar with and comply with the Company’s disclosure controls and procedures and its internal control over financial reporting;
and
(b)
take all necessary steps to ensure that all filings with the SEC and all other public communications about the financial and business
condition of the Company provide full, fair, accurate, timely and understandable disclosure.
6.
Protection and Proper Use of Company Assets.
6.1
All directors, officers and employees should protect the Company’s assets and ensure their efficient use. Theft, carelessness and
waste have a direct impact on the Company’s profitability and are prohibited.
6.2
All Company assets should be used only for legitimate business purposes. Any suspected incident of fraud or theft should be reported
for investigation immediately.
6.3
The obligation to protect Company assets includes the Company’s proprietary information. Proprietary information includes intellectual
property such as trade secrets, patents, trademarks, and copyrights, as well as business and marketing plans, engineering and manufacturing
ideas, designs, databases, records and any nonpublic financial data or reports. Unauthorized use or distribution of this information
is prohibited and could also be illegal and result in civil or criminal penalties.
7.
Corporate Opportunities. All directors, officers and employees
owe a duty to the Company to advance its interests when the opportunity arises. Directors, officers and employees are prohibited from
taking for themselves personally (or for the benefit of friends or family members) opportunities that are discovered through the use
of Company assets, property, information or position. Directors, officers and employees may not use Company assets, property, information
or position for personal gain (including gain of friends or family members). In addition, no director, officer or employee may compete
with the Company.
8.
Confidentiality. Directors, officers and employees should maintain
the confidentiality of information entrusted to them by the Company or by its customers, suppliers or partners, except when disclosure
is expressly authorized or is required or permitted by law. Confidential information includes all nonpublic information (regardless of
its source) that might be of use to the Company’s competitors or harmful to the Company or its customers, suppliers or partners
if disclosed.
9.
Fair Dealing. Each director, officer and employee must deal
fairly with the Company’s customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he
or she has contact in the course of performing his or her job. No director, officer or employee may take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of facts or any other unfair dealing practice.
10.
Reporting and Enforcement.
10.1
Reporting and Investigation of Violations.
(a)
Actions prohibited by this Code involving directors or executive officers must be reported to the Board of Directors.
(b)
Actions prohibited by this Code involving anyone other than a director or executive officer must be reported to the Chief Executive Officer
or the Chief Financial Officer.
(c)
After receiving a report of an alleged prohibited action, the Board of Directors, the Chief Executive Officer, or the Chief Financial
Officer must promptly take all appropriate actions necessary to investigate.
(d)
All directors, officers and employees are expected to cooperate in any internal investigation of misconduct.
10.2
Enforcement.
(a)
The Company must ensure prompt and consistent action against violations of this Code.
(b)
If, after investigating a report of an alleged prohibited action by a director or executive officer, the Board of Directors determines
that a violation of this Code has occurred, the Board of Directors will report such determination to the Board of Directors.
(c)
If, after investigating a report of an alleged prohibited action by any other person, the Chief Executive Officer or the Chief Financial
Officer determines that a violation of this Code has occurred, the Chief Executive Officer or Chief Financial Officer will report such
determination to the General Counsel.
(d)
Upon receipt of a determination that there has been a violation of this Code, the Board of Directors or the General Counsel will take
such preventative or disciplinary action as it deems appropriate, including, but not limited to, reassignment, demotion, dismissal and,
in the event of criminal conduct or other serious violations of the law, notification of appropriate governmental authorities.
10.3
Waivers.
(a)
Each of the (in the case of a violation by a director or executive officer) and the General Counsel (in the case of a violation by any
other person) may, in its discretion, waive any violation of this Code.
(b)
Any waiver for a director or an executive officer shall be disclosed as required by SEC and the rules of the national securities exchange
on which the Company’s common stock is listed, if any,.
10.4
Prohibition on Retaliation.
The
Company does not tolerate acts of retaliation against any director, officer or employee who makes a good faith report of known or suspected
acts of misconduct or other violations of this Code.
Exhibit
21.1
List
of Subsidiaries
Subsidiary |
|
Place
of Incorporation |
U.S.
Minerals and Metals Corp. |
|
Nevada |
M2i,
Inc. |
|
Nevada |
Exhibit
23.2
Consent
of Independent Registered Public Accounting Firm
We
hereby consent to the inclusion in this Registration Statement on Form S-1 of our Report of Independent Registered Public Accounting
Firm, dated March 14, 2023, relating to the balance sheet of M2i Global, Inc. as of November 30, 2022 and November 30, 2021, and the
related statements of operations and changes in stockholders’ deficit and cash flows for the years then ended and the related notes,
which appear in the Form S-1. We also consent to the reference of our firm under the heading “Experts” appearing therein.
/s/
Pinnacle Accountancy Group of Utah (dba of Heaton & Company, PLLC)
Pinnacle
Accountancy Group of Utah
(dba
of Heaton & Company, PLLC)
November
21, 2023
Exhibit
107
Calculation
of Filing Fee Table
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
(Form
Type)
M2i
Global, Inc.
(Exact
Name of Registrant As Specified in its Charter)
Table
1: Newly Registered Securities
|
|
Security
Type |
|
Security
Class
Title |
|
|
Fee
Calculation
Rule |
|
|
Amount
Registered (1) |
|
|
Proposed
Maximum
Offering Price
Per Share |
|
|
Maximum
Aggregate
Offering
Price |
|
|
Fee
Rate |
|
|
|
Amount
of
Registration
Fee |
|
Newly
Registered Securities |
|
Fees
to Be Paid |
|
Equity |
|
Common
Stock, par value $0.001 per share |
|
|
|
457(o |
) |
|
|
506,961,668 |
|
|
$ |
0.30 |
(2) |
|
$ |
152,088,500 |
|
|
|
0.00014760 |
|
|
$ |
22,448.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees
Previously Paid |
|
- |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Total
Offering Amounts |
|
|
$ |
152,088,500 |
|
|
|
|
|
|
$ |
22,448.26 |
|
Total
Fees Previously Paid |
|
|
$ |
- |
|
|
|
|
|
|
$ |
- |
|
Total
Fee Offsets |
|
|
|
- |
|
|
|
|
|
|
$ |
- |
|
Net
Fees Due |
|
|
$ |
- |
|
|
|
|
|
|
$ |
22,448.26 |
|
(1) |
Pursuant
to Rule 416(a) promulgated under the U.S. Securities Act of 1933, as amended (the “Securities Act”), there are also being
registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock
dividends, or similar transactions. |
|
|
(2) |
Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act, as amended. |
|
|
v3.23.3
Cover
|
9 Months Ended |
Aug. 31, 2023 |
Entity Addresses [Line Items] |
|
Document Type |
S-1
|
Amendment Flag |
false
|
Entity Registrant Name |
M2i
GLOBAL, INC.
|
Entity Central Index Key |
0001753373
|
Entity Tax Identification Number |
37-1904036
|
Entity Incorporation, State or Country Code |
NV
|
Entity Address, Address Line One |
885
Tahoe Blvd
|
Entity Address, City or Town |
Incline
Village
|
Entity Address, State or Province |
NV
|
Entity Address, Postal Zip Code |
89451
|
City Area Code |
(775)
|
Local Phone Number |
909-6000
|
Entity Filer Category |
Non-accelerated Filer
|
Entity Small Business |
true
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Business Contact [Member] |
|
Entity Addresses [Line Items] |
|
Entity Address, Address Line One |
885 Tahoe Blvd.
|
Entity Address, City or Town |
Incline
Village
|
Entity Address, State or Province |
NV
|
Entity Address, Postal Zip Code |
89451
|
City Area Code |
(775)
|
Local Phone Number |
909-6000
|
Contact Personnel Name |
Doug
Cole
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
dei_EntityAddressesLineItems |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityFilerCategory |
Namespace Prefix: |
dei_ |
Data Type: |
dei:filerCategoryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicates that the company is a Smaller Reporting Company (SRC).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntitySmallBusiness |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Condensed Consolidated Balance Sheet - USD ($)
|
Aug. 31, 2023 |
Nov. 30, 2022 |
Nov. 30, 2021 |
CURRENT ASSETS |
|
|
|
Cash and equivalents |
$ 44,914
|
$ 114
|
$ 114
|
Prepaids and other current assets |
|
13,767
|
19,342
|
Total current assets |
44,914
|
13,881
|
19,456
|
Intangible assets |
|
111,970
|
|
TOTAL ASSETS |
44,914
|
125,851
|
19,456
|
CURRENT LIABILITIES |
|
|
|
Accounts payable and accrued expenses |
908,748
|
476
|
1,619
|
Accrued payroll - related party |
|
49,000
|
|
Related party loan |
200,000
|
72,774
|
38,394
|
Total current liabilities |
1,108,748
|
122,250
|
40,013
|
Total Liabilities |
1,108,748
|
122,250
|
40,013
|
STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
|
Preferred stock, 100,000 shares authorized, $0.001 par value, 100,000 and -0- shares issued and outstanding, respectively |
100
|
|
|
Common stock, value |
514,334
|
7,105
|
5,092
|
Subscription receivable |
(30,975)
|
|
|
Treasury stock |
(435,000)
|
|
|
Additional paid in capital |
1,024,995
|
120,255
|
31,668
|
Accumulated deficit |
(2,137,288)
|
(123,759)
|
(57,317)
|
Total Stockholders’ Equity (Deficit) |
(1,063,834)
|
3,601
|
(20,557)
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
$ 44,914
|
$ 125,851
|
$ 19,456
|
X |
- DefinitionSum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of obligations incurred and payable for statutory payroll taxes incurred through that date and withheld from employees pertaining to services received from them, including entity's matching share of the employees FICA taxes and contributions to the state and federal unemployment insurance programs. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_AccruedPayrollTaxesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of excess of issue price over par or stated value of stock and from other transaction involving stock or stockholder. Includes, but is not limited to, additional paid-in capital (APIC) for common and preferred stock.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(18)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)(a)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_AdditionalPaidInCapital |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-12
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(12)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(8)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(18)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 26: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(11)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_Assets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483467/210-10-45-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
+ Details
Name: |
us-gaap_AssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_AssetsCurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483467/210-10-45-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-4
+ Details
Name: |
us-gaap_CashAndCashEquivalentsAtCarryingValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(22)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount before accumulated amortization of intangible assets, excluding goodwill.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(15)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_IntangibleAssetsGrossExcludingGoodwill |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-12
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(14)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 21: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 22: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19-26) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_Liabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(25)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(32)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LiabilitiesAndStockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionTotal obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483467/210-10-45-5
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 21: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.21) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_LiabilitiesCurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCarrying value as of the balance sheet date of portion of long-term loans payable due within one year or the operating cycle if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LoansPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(21)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PrepaidExpenseAndOtherAssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of accumulated undistributed earnings (deficit).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (g)(2)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480016/944-40-65-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480016/944-40-65-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480990/946-20-50-11
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(23)(a)(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(17)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)(a)(3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_RetainedEarningsAccumulatedDeficit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-12
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(19)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(6)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(31)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SAB Topic 4.E) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480418/310-10-S99-2
+ Details
Name: |
us-gaap_StockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_StockholdersEquityAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNote received instead of cash as contribution to equity. The transaction may be a sale of capital stock or a contribution to paid-in capital.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 310 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480833/946-310-45-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481142/505-10-45-2
+ Details
Name: |
us-gaap_StockholdersEquityNoteSubscriptionsReceivable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe amount allocated to treasury stock. Treasury stock is common and preferred shares of an entity that were issued, repurchased by the entity, and are held in its treasury.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 30 -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481520/505-30-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 30 -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481549/505-30-45-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29,30) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_TreasuryStockValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
v3.23.3
Condensed Consolidated Balance Sheet (Parenthetical) - $ / shares
|
Aug. 31, 2023 |
May 16, 2023 |
Dec. 31, 2022 |
Nov. 30, 2022 |
Dec. 31, 2021 |
Nov. 30, 2021 |
Statement of Financial Position [Abstract] |
|
|
|
|
|
|
Preferred stock, shares authorized |
100,000
|
|
|
100,000
|
|
|
Preferred stock, par value |
$ 0.001
|
|
|
$ 0.001
|
|
|
Preferred stock, shares issued |
100,000
|
|
|
0
|
|
|
Preferred stock, shares outstanding |
100,000
|
|
|
0
|
|
|
Common stock, par value |
$ 0.001
|
$ 0.001
|
|
$ 0.001
|
|
$ 0.001
|
Common stock, shares authorized |
1,000,000,000
|
1,000,000,000
|
|
75,000,000
|
|
75,000,000
|
Common stock, shares issued |
514,333,691
|
|
7,105,357
|
7,105,357
|
4,654,200
|
5,092,023
|
Common stock, shares outstanding |
514,333,691
|
|
7,105,357
|
7,105,357
|
4,654,200
|
5,092,023
|
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionFace amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_StatementOfFinancialPositionAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Condensed Consolidated Statements of Operations - USD ($)
|
3 Months Ended |
9 Months Ended |
12 Months Ended |
Aug. 31, 2023 |
Aug. 31, 2022 |
Aug. 31, 2023 |
Aug. 31, 2022 |
Nov. 30, 2022 |
Nov. 30, 2021 |
Income Statement [Abstract] |
|
|
|
|
|
|
INCOME |
|
|
|
|
$ 1,000
|
|
REVENUE |
|
|
$ 3,400
|
|
1,000
|
|
Cost of revenues |
|
|
|
|
|
|
Gross (Loss) profit |
|
|
|
|
1,000
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
General and administrative |
1,446,398
|
23,364
|
1,921,863
|
47,635
|
67,442
|
17,837
|
Total Operating Expenses |
1,446,398
|
23,364
|
1,921,863
|
47,635
|
67,442
|
17,837
|
Loss from Operations |
(1,446,398)
|
(23,364)
|
(1,918,463)
|
(47,635)
|
|
|
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
Impairment of assets |
|
|
(94,952)
|
|
|
|
Other expense |
|
|
(114)
|
|
|
|
Loss before Income Taxes |
(1,446,398)
|
(23,364)
|
(2,013,529)
|
(47,635)
|
(66,442)
|
(17,837)
|
Income tax expense |
|
|
|
|
|
|
Net Loss |
$ (1,446,398)
|
$ (23,364)
|
$ (2,013,529)
|
$ (47,635)
|
$ (66,442)
|
$ (17,837)
|
Weighted average shares outstanding - basic |
514,333,691
|
5,092,023
|
205,183,575
|
5,092,023
|
5,092,023
|
5,092,023
|
Weighted average shares outstanding, diluted |
|
|
|
|
5,092,023
|
5,092,023
|
Net loss per share - basic |
$ (0.00)
|
$ (0.00)
|
$ (0.01)
|
$ (0.00)
|
$ (0.01)
|
$ (0.00)
|
Diluted net loss per share |
|
|
|
|
$ (0.01)
|
$ (0.00)
|
X |
- DefinitionAmount of write-down of assets recognized in the income statement. Includes, but is not limited to, losses from tangible assets, intangible assets and goodwill.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 45 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482130/360-10-45-4
+ Details
Name: |
us-gaap_AssetImpairmentCharges |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate cost of goods produced and sold and services rendered during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_CostOfRevenue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 15 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482635/260-10-55-15
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (e)(4) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-7
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-2
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-10
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(25)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(27)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 16: http://www.xbrl.org/2003/role/exampleRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 52 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482635/260-10-55-52
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-7
+ Details
Name: |
us-gaap_EarningsPerShareBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 15 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482635/260-10-55-15
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (e)(4) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-7
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-2
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(25)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(27)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 15: http://www.xbrl.org/2003/role/exampleRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 52 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482635/260-10-55-52
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-7
+ Details
Name: |
us-gaap_EarningsPerShareDiluted |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.4) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_GeneralAndAdministrativeExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 17: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 19: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.1,2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_GrossProfit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_IncomeStatementAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-6
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-8
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-9
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 13: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-10
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483581/946-220-45-7
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(18)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 29: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 32: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 33: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 34: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
Reference 37: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(20)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(22)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.7) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_NonoperatingIncomeExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NonoperatingIncomeExpenseAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionGenerally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.
+ References
+ Details
Name: |
us-gaap_OperatingExpenses |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_OperatingExpensesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe net result for the period of deducting operating expenses from operating revenues.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
+ Details
Name: |
us-gaap_OperatingIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionCash receipts from customers during the current period which are usually for sales of goods and services.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 25 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-25
+ Details
Name: |
us-gaap_ProceedsFromCustomers |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 42 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-42
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 40 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-40
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 41 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-41
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 235 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-05(b)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1
+ Details
Name: |
us-gaap_Revenues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 16 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-16
+ Details
Name: |
us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-10
+ Details
Name: |
us-gaap_WeightedAverageNumberOfSharesOutstandingBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) - USD ($)
|
Preferred Stock [Member] |
Common Stock [Member] |
Subscription Receivable [Member] |
Treasury Stock, Common [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
Balance at Nov. 30, 2020 |
|
$ 4,654
|
|
|
$ 18,972
|
$ (39,480)
|
$ (15,854)
|
Balance, shares at Nov. 30, 2020 |
|
4,654,200
|
|
|
|
|
|
Shares issued for cash |
|
$ 438
|
|
|
12,696
|
|
13,134
|
Shares issued for cash, shares |
|
437,823
|
|
|
|
|
|
Net income (loss) |
|
|
|
|
|
(17,837)
|
(17,837)
|
Balance at Nov. 30, 2021 |
|
$ 5,092
|
|
|
31,668
|
(57,317)
|
(20,557)
|
Balance, shares at Nov. 30, 2021 |
|
5,092,023
|
|
|
|
|
|
Net income (loss) |
|
|
|
|
|
(11,501)
|
(11,501)
|
Balance at Feb. 28, 2022 |
|
$ 5,092
|
|
|
31,668
|
(68,818)
|
(32,058)
|
Balance, shares at Feb. 28, 2022 |
|
5,092,023
|
|
|
|
|
|
Balance at Nov. 30, 2021 |
|
$ 5,092
|
|
|
31,668
|
(57,317)
|
(20,557)
|
Balance, shares at Nov. 30, 2021 |
|
5,092,023
|
|
|
|
|
|
Net income (loss) |
|
|
|
|
|
|
(47,635)
|
Balance at Aug. 31, 2022 |
|
$ 5,092
|
|
|
31,668
|
(104,952)
|
(68,192)
|
Balance, shares at Aug. 31, 2022 |
|
5,092,023
|
|
|
|
|
|
Balance at Nov. 30, 2021 |
|
$ 5,092
|
|
|
31,668
|
(57,317)
|
(20,557)
|
Balance, shares at Nov. 30, 2021 |
|
5,092,023
|
|
|
|
|
|
Net income (loss) |
|
|
|
|
|
(66,442)
|
(66,442)
|
Issuance of common stock for intangible assets |
|
$ 2,013
|
|
|
88,587
|
|
90,600
|
Issuance of common stock for intangible assets, shares |
|
2,013,334
|
|
|
|
|
|
Balance at Nov. 30, 2022 |
|
$ 7,105
|
|
|
120,255
|
(123,759)
|
3,601
|
Balance, shares at Nov. 30, 2022 |
|
7,105,357
|
|
|
|
|
|
Balance at Feb. 28, 2022 |
|
$ 5,092
|
|
|
31,668
|
(68,818)
|
(32,058)
|
Balance, shares at Feb. 28, 2022 |
|
5,092,023
|
|
|
|
|
|
Net income (loss) |
|
|
|
|
|
(12,770)
|
(12,770)
|
Balance at May. 31, 2022 |
|
$ 5,092
|
|
|
31,668
|
(81,588)
|
(44,828)
|
Balance, shares at May. 31, 2022 |
|
5,092,023
|
|
|
|
|
|
Net income (loss) |
|
|
|
|
|
(23,364)
|
(23,364)
|
Balance at Aug. 31, 2022 |
|
$ 5,092
|
|
|
31,668
|
(104,952)
|
(68,192)
|
Balance, shares at Aug. 31, 2022 |
|
5,092,023
|
|
|
|
|
|
Balance at Nov. 30, 2022 |
|
$ 7,105
|
|
|
120,255
|
(123,759)
|
3,601
|
Balance, shares at Nov. 30, 2022 |
|
7,105,357
|
|
|
|
|
|
Net income (loss) |
|
|
|
|
|
(27,991)
|
(27,991)
|
Balance at Feb. 28, 2023 |
|
$ 7,105
|
|
|
120,255
|
(151,750)
|
(24,390)
|
Balance, shares at Feb. 28, 2023 |
|
7,105,357
|
|
|
|
|
|
Balance at Nov. 30, 2022 |
|
$ 7,105
|
|
|
120,255
|
(123,759)
|
3,601
|
Balance, shares at Nov. 30, 2022 |
|
7,105,357
|
|
|
|
|
|
Shares issued for cash, shares |
|
507,228,334
|
|
|
|
|
|
Net income (loss) |
|
|
|
|
|
|
(2,013,529)
|
Balance at Aug. 31, 2023 |
$ 100
|
$ 514,334
|
(30,975)
|
(435,000)
|
1,024,995
|
(2,137,288)
|
(1,063,834)
|
Balance, shares at Aug. 31, 2023 |
100,000
|
514,333,691
|
|
|
|
|
|
Balance at Feb. 28, 2023 |
|
$ 7,105
|
|
|
120,255
|
(151,750)
|
(24,390)
|
Balance, shares at Feb. 28, 2023 |
|
7,105,357
|
|
|
|
|
|
Shares issued for cash |
$ 100
|
$ 507,229
|
(287,648)
|
|
758,147
|
|
977,828
|
Shares issued for cash, shares |
100,000
|
507,228,334
|
|
|
|
|
|
Net income (loss) |
|
|
|
|
|
(539,140)
|
(539,140)
|
Purchase of treasury shares |
|
|
|
(435,000)
|
|
|
(435,000)
|
Contribution from settlement of related party liabilities |
|
|
|
|
146,593
|
|
146,593
|
Balance at May. 31, 2023 |
$ 100
|
$ 514,334
|
(287,648)
|
(435,000)
|
1,024,995
|
(690,890)
|
125,891
|
Balance, shares at May. 31, 2023 |
100,000
|
514,333,691
|
|
|
|
|
|
Net income (loss) |
|
|
|
|
|
(1,446,398)
|
(1,446,398)
|
Cash received for subscription receivable |
|
|
256,673
|
|
|
|
256,673
|
Balance at Aug. 31, 2023 |
$ 100
|
$ 514,334
|
$ (30,975)
|
$ (435,000)
|
$ 1,024,995
|
$ (2,137,288)
|
$ (1,063,834)
|
Balance, shares at Aug. 31, 2023 |
100,000
|
514,333,691
|
|
|
|
|
|
X |
- DefinitionStock issued during period value cash peceived for subscription receivable.
+ References
+ Details
Name: |
MTWO_StockIssuedDuringPeriodValueCashReceivedForSubscriptionReceivable |
Namespace Prefix: |
MTWO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of other increase (decrease) in additional paid in capital (APIC).
+ References
+ Details
Name: |
us-gaap_AdjustmentsToAdditionalPaidInCapitalOther |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-6
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-8
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-9
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 13: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-10
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483581/946-220-45-7
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(18)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 29: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 32: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 33: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 34: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
Reference 37: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(20)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(22)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares issued which are neither cancelled nor held in the treasury.
+ References
+ Details
Name: |
us-gaap_SharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesIssuedForServices |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of new stock issued during the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481004/946-505-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionValue of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueIssuedForServices |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionEquity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-11
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 205 -Name Accounting Standards Codification -Section 45 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480767/946-205-45-4
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481004/946-505-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionValue of shares of stock issued attributable to transactions classified as other.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueOther |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-12
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(19)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(6)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(31)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SAB Topic 4.E) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480418/310-10-S99-2
+ Details
Name: |
us-gaap_StockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.23.3
Condensed Consolidated Statement of Cash Flows - USD ($)
|
9 Months Ended |
12 Months Ended |
Aug. 31, 2023 |
Aug. 31, 2022 |
Nov. 30, 2022 |
Nov. 30, 2021 |
Cash flows from operating activities |
|
|
|
|
Net loss |
$ (2,013,529)
|
$ (47,635)
|
$ (66,442)
|
$ (17,837)
|
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
|
5,375
|
5,575
|
(18,963)
|
Accrued payroll - related party |
16,500
|
31,500
|
49,000
|
|
Accounts payable and accrued expenses |
912,991
|
250
|
(1,143)
|
1,619
|
Net cash used in operating activities |
(954,702)
|
(10,510)
|
(13,010)
|
(35,181)
|
Cash flows from investing activities |
|
|
|
|
Purchase of intangible assets |
|
|
(21,370)
|
|
Website development costs |
|
(6,310)
|
|
|
Net cash used in investing activities |
|
(6,310)
|
(21,370)
|
|
Cash flows from financing activities |
|
|
|
|
Proceeds from the issuance stock |
1,234,501
|
|
|
13,134
|
Treasury stock repurchase |
(435,000)
|
|
|
|
Related party loan |
200,000
|
16,880
|
34,380
|
10,849
|
Net cash provided by financing activities |
999,501
|
16,880
|
34,380
|
23,983
|
Net increase (decrease) in cash |
44,800
|
|
|
(11,198)
|
Cash, beginning of period |
114
|
114
|
114
|
11,312
|
Cash, end of period |
44,914
|
114
|
114
|
114
|
Cash paid for: |
|
|
|
|
Taxes |
|
|
|
|
Interest Expense |
|
|
|
|
Cash paid for income tax |
|
|
|
|
Non-Cash Investing and Financing Activities |
|
|
|
|
Common stock issued for intangible assets |
|
|
$ 90,600
|
|
Contribution from settlement of related party liabilities |
$ 146,593
|
|
|
|
X |
- Definition
+ References
+ Details
Name: |
MTWO_AssetImpairmentCharge |
Namespace Prefix: |
MTWO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including, but not limited to, disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-8
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-4
+ Details
Name: |
us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 1 -SubTopic 230 -Topic 830 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481877/830-230-45-1
+ Details
Name: |
us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_DepreciationAndAmortization |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_IncreaseDecreaseInOperatingCapitalAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in the amount of outstanding money paid in advance for goods or services that bring economic benefits for future periods.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInPrepaidExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 17 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-17
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-2
+ Details
Name: |
us-gaap_InterestPaidNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-25
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-6
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-8
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-9
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 13: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-10
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483581/946-220-45-7
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(18)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 29: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 32: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 33: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 34: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
Reference 37: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(20)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(22)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NoncashInvestingAndFinancingItemsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow to reacquire common stock during the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 15 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-15
+ Details
Name: |
us-gaap_PaymentsForRepurchaseOfCommonStock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAggregate cash payments for a combination of transactions that are classified as investing activities in which assets, which may include securities, other types of investments, or productive assets, are purchased from third-party sellers. This element can be used by entities to aggregate payments for all asset purchases that are classified as investing activities.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-13
+ Details
Name: |
us-gaap_PaymentsToAcquireAssetsInvestingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow associated with the development or modification of software programs or applications for internal use (that is, not to be sold, leased or otherwise marketed to others) that qualify for capitalization.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 13 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-13
+ Details
Name: |
us-gaap_PaymentsToDevelopSoftware |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from the additional capital contribution to the entity.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 14 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromIssuanceOfCommonStock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow from the issuance of equity classified as other.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 14 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromOtherEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionWrite-off of amounts previously capitalized as debt issuance cost in an extinguishment of debt.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.8) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_WriteOffOfDeferredDebtIssuanceCost |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
v3.23.3
Description of Organization and Business Operations
|
9 Months Ended |
12 Months Ended |
Aug. 31, 2023 |
Nov. 30, 2022 |
Accounting Policies [Abstract] |
|
|
Description of Organization and Business Operations |
Note
1 — Description of Organization and Business Operations
The
Company was incorporated in the State of Nevada on June 12, 2018. On June 7, 2023, the Company (“M2i Global, Inc.”) (formerly
known as “Inky Inc.”) filed with the Secretary of State of Nevada an Amendment to the Certificate of Incorporation to change
its corporate name from “Inky, Inc.”, to “M2i Global, Inc.”, effective June 7, 2023.
The
Company was formerly engaged in developing mobile software applications for smartphones and table devices. During May 2023, the Company
became the sole shareholder of U.S. Minerals and Metals Corp., a Nevada corporation (“USMM”) through the issuance of preferred
and common shares for cash. Concurrently, the Company shifted its operations to specialization in the development and execution of a
complete global value supply chain for critical minerals for the U.S. government and U.S. free trade partners. The Company’s vision
is to develop and execute a complete global value supply chain for critical minerals for the United States government and certain trading partners of the United
States. To implement this vision, the Company intends to operate three key business units as set forth below:
|
● |
M2i
Minerals and Metals: a business engaged in sourcing, extraction, processing, transporting, trading, and selling primary minerals
and metals; |
|
● |
M2i
Recycling: a business engaged in the collection, processing, transporting, trading, 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
1 — Description of Organization and Business Operations
Inky
is a startup corporation, registered under the laws in the State of Nevada on June 12, 2018. The company (“we,” “us,”
or the “Company”) plans to develop, publish and market mobile software application for smartphones and tablet devices (“Apps”).
It is an ‘augmented reality’ (AR) app aiming to help users decide what and where to ink without having to regret the tattoo
after the fact. The app includes a selection of 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.
The
Company’s functional and reporting currency is the U.S. dollar.
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for the business description and basis of presentation concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 235 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//235/tableOfContent
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 275 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//275/tableOfContent
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//205/tableOfContent
+ Details
Name: |
us-gaap_BusinessDescriptionAndBasisOfPresentationTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Going Concern
|
9 Months Ended |
12 Months Ended |
Aug. 31, 2023 |
Nov. 30, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
|
Going Concern |
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. The Company had limited revenues and incurred losses during
the period ended August 31, 2023 and 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 may be dependent, for the near future, on additional investment capital to fund operating expenses. It is
anticipated that revenues will be forthcoming within the third or fourth quarters of the current fiscal year. There are no assurances
that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
|
Note
2 – Going Concern
The
accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation
of the Company as a going concern. As a startup company, the Company had limited revenues and incurred losses as of November 30, 2022.
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. These conditions raise substantial doubt about the Company’s ability to continue
as a going concern.
Management
anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The
Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s
efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and
continue as a going concern.
|
X |
- References
+ Details
Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure when substantial doubt is raised about the ability to continue as a going concern. Includes, but is not limited to, principal conditions or events that raised substantial doubt about the ability to continue as a going concern, management's evaluation of the significance of those conditions or events in relation to the ability to meet its obligations, and management's plans that alleviated or are intended to mitigate the conditions or events that raise substantial doubt about the ability to continue as a going concern.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 40 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//205-40/tableOfContent
+ Details
Name: |
us-gaap_SubstantialDoubtAboutGoingConcernTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Summary of Significant Accounting Policies
|
9 Months Ended |
12 Months Ended |
Aug. 31, 2023 |
Nov. 30, 2022 |
Accounting Policies [Abstract] |
|
|
Summary of Significant Accounting Policies |
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 United States of America (“U.S. GAAP”) and the interim reporting rules of the Securities and
Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared
in accordance with U.S. GAAP, have been condensed or omitted from these statements pursuant to such rules and regulation and, accordingly,
they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction
with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form
10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary
for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected
herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
Principles
of Consolidation
The
accompanying financial statements include the accounts of the Company, including its wholly owned subsidiary, USMM. Intercompany accounts
and transactions have been eliminated in consolidation.
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the 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 maturity of three months or less, when purchased,
to be cash equivalents.
The
Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”).
The FDIC provides coverage of up to $250,000 per depositor, per financial institution, for the aggregate total of depositors’ interest
and non-interest-bearing accounts.
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 August 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
In
accordance with FASB ASC Topic 740, “Income Taxes,” the Company provides for the recognition of deferred tax assets if realization
of such assets is more likely than not. Deferred income tax assets and liabilities are computed for differences between the financial
statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax
laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established
when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable
for the period plus or minus the change during the period in deferred tax assets and liabilities.
In
addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in
the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely
than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be
performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes. If the Company has
interest or penalties associated with insufficient taxes paid, such expenses are reported in income tax expense.
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 common shares
outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator
is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been
issued and if the additional common shares were dilutive.
The
Company had no additional dilutive securities outstanding at August 31, 2023 or August 31, 2022.
Recently
Issued Accounting Standards
During
the period ended August 31, 2023, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements,
as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements
has had or will have a material impact on the Company’s condensed consolidated financial statements.
|
Note
3 — Summary of Significant Accounting Policies
Basis
of Presentation
The
accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United
States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments
(consisting of normal accruals) considered for a fair presentation have been included. The Company’s year-end is November 30.
Net
Income (Loss) Per Common Share
The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share
is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. As of
November 30, 2022
and 2021, the Company did not have any dilutive securities and other contracts that could,
potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted
loss per share is the same as basic loss per share for the periods presented.
Use
of Estimates
The
preparation of financial statements in conformity with U.S. GAAP requires the 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 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 investments with the original maturities of three months or less to be cash equivalents. The Company
had $114 of cash and cash equivalents as of November 30, 2022 and November 30, 2021.
Income
Taxes
The
Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected
to be realized.
FASB
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than
not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of November 30, 2022. The Company
recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of November 30, 2022, and November
30, 2021, no amounts have been accrued for the payment of interest and penalties. The Company is currently not aware of any issues under
review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income
tax examinations by major taxing authorities since inception.
INKY
NOTES
TO THE FINANCIAL STATEMENTS
NOVEMBER
30, 2022 AND 2021
Note
3 — 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 has been established.
Revenue
Recognition
The
Company recognizes revenues in accordance with ASC 606 – Revenue from Contracts with Customers. Revenue related to contracts
with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the
performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance
obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation.
The
Company has introduced a subscription-based service that provides users with access to AI-generated tattoo ideas. As of November 30,
2022, the Company recognized $1,000 in revenues. The subscriptions range from 14 to 30 days and revenue is recognized over the subscription
period on a straight-line basis as the performance obligation is satisfied.
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.
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for all significant accounting policies of the reporting entity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483426/235-10-50-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 235 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//235/tableOfContent
+ Details
Name: |
us-gaap_SignificantAccountingPoliciesTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Stockholders’ Equity
|
9 Months Ended |
12 Months Ended |
Aug. 31, 2023 |
Nov. 30, 2022 |
Equity [Abstract] |
|
|
Stockholders’ Equity |
Note
5 — Stockholders’ Equity
At
fiscal year ended November 30, 2022, the total number of shares of all classes of stock which the Company was authorized to issue was
75,000,000 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
the nine months ended August 31, 2023, the Company issued 100,000 shares of Series A Super-Voting Preferred stock and 507,228,334 shares
of common stock in exchange for proceeds totaling $1,265,476, including $30,975 in subscriptions receivable.
During
the nine months ended August 31, 2023, the Company purchased 6,013,334 shares of common stock from Ioanna Kallidou for $435,000. The
shares were recorded as Treasury Stock at August 31, 2023.
At
the nine months ended, there were 514,333,691 shares of common stock and 100,000 shares of preferred stock issued and outstanding.
|
Note
4 – Stockholders’ Equity
Upon
formation the total number of shares of all classes of stock which the Company is authorized to issue is Seventy-Five Million (75,000,000)
shares of Common Stock, par value $0.001 per share.
During
the year ended November 30, 2021, the Company issued 437,823 shares of common stock for cash proceeds of $13,134 at $0.03 per share.
On
November 30, 2022, the Company issued 2,013,334 shares of common stock valued at $90,600 for intangible
assets.
There
were 7,105,357 and 4,654,200 shares of common stock issued and outstanding as of November 30, 2022, and 2021, respectively.
|
X |
- References
+ Details
Name: |
us-gaap_EquityAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-14
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481062/946-235-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481062/946-235-50-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481004/946-505-50-6
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480237/815-40-50-6
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//505/tableOfContent
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-14
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-14
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 16 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-16
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-18
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-18
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-18
+ Details
Name: |
us-gaap_StockholdersEquityNoteDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Related Party Transactions
|
9 Months Ended |
12 Months Ended |
Aug. 31, 2023 |
Nov. 30, 2022 |
Related Party Transactions [Abstract] |
|
|
Related Party Transactions |
Note
6 — Related Party Transactions
During
May 2023, the Company’s former 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 additional paid in capital during May 2023. As of
August 31, 2023, no balances due to Ioanna Kallidou were outstanding.
During
August 2023, the Company’s CEO loaned the Company $200,000. This is recorded in loans payable on the balance sheet.
|
Note
5 — Related Party Transactions
During
the years ended November 30, 2022 and 2021, the Company’s director loaned to the Company $34,380
and $10,849, respectively.
As
of November 30, 2022 and November 30, 2021, our sole director has a total outstanding balance
of $72,774 and $38,394, respectively. This loan is unsecured, non-interest bearing and due
on demand.
As
of November 30, 2022 and November 30, 2021, the payroll liability to our sole director was
$49,000 and $0, respectively.
|
X |
- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480990/946-20-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480990/946-20-50-5
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480990/946-20-50-6
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481062/946-235-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481062/946-235-50-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483326/850-10-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(g)(3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(c)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(e)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//850/tableOfContent
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483326/850-10-50-6
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483326/850-10-50-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483326/850-10-50-1
+ Details
Name: |
us-gaap_RelatedPartyTransactionsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Prepaid Expenses
|
12 Months Ended |
Nov. 30, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] |
|
Prepaid Expenses |
Note
6 — Prepaid Expenses
As
of November 30, 2022 and 2021, the prepaid balance was as follows:
Schedule
of Prepaid Balance
| |
As of November
30, 2022 | | |
As of November
30, 2021 | |
Application development | |
$ | - | | |
$ | 18,800 | |
API with the Base | |
| 8,000 | | |
| - | |
Database | |
| 5,300 | | |
| - | |
Prepaid business license fees | |
| 467 | | |
| 542 | |
Total prepaid expenses | |
$ | 13,767 | | |
$ | 19,342 | |
|
X |
- References
+ Details
Name: |
us-gaap_DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the amounts paid in advance for capitalized costs that will be expensed with the passage of time or the occurrence of a triggering event, and will be charged against earnings within one year or the normal operating cycle, if longer; the aggregate carrying amount of current assets, not separately presented elsewhere in the balance sheet; and other deferred costs.
+ References
+ Details
Name: |
us-gaap_DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Intangible Assets
|
12 Months Ended |
Nov. 30, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] |
|
Intangible Assets |
Note
7 – Intangible Assets
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. The Company expects to recognize amortization expense
of $37,323 annually for the next three fiscal years.
During
the year ended November 30, 2022, the Company acquired software for $100,000 and capitalized website development costs of $11,970.
As
of November 30, 2022 the Company had intangible assets of $111,970.
|
X |
- References
+ Details
Name: |
us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for goodwill and intangible assets.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 350 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//350/tableOfContent
+ Details
Name: |
us-gaap_GoodwillAndIntangibleAssetsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Income Tax Provision
|
12 Months Ended |
Nov. 30, 2022 |
Income Tax Disclosure [Abstract] |
|
Income Tax Provision |
Note
8 – Income Tax Provision
Deferred
Tax Assets
As
of November 30, 2022, the Company had net operating loss (“NOL”) carry-forwards for Federal income tax purposes of $123,759.
No tax benefit has been recorded with respect to these net operating loss carry-forwards in the accompanying financial statements as
the management of the Company believes that the realization of the Company’s net deferred tax assets of approximately $25,989 was
not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by the full
valuation allowance.
Deferred
tax assets consist primarily of the tax effect of NOL carry-forwards which was used to offset tax payable from prior year’s operations.
The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization.
The current valuation of tax allowance is $25,989 and $12,037 as of November 30, 2022 and 2021, respectively.
INKY
NOTES
TO THE FINANCIAL STATEMENTS
NOVEMBER
30, 2022 AND 2021
Components
of deferred tax assets are as follows:
Schedule
of Components of Deferred Tax Assets
| |
For the Year Ended November 30, 2022 | | |
For the Year Ended November 30, 2021 | |
Net Deferred Tax Asset Non-Current: | |
| | | |
| | |
Net Operating Loss Carry-Forward | |
$ | 123,759 | | |
$ | 57,317 | |
Effective tax rate | |
| 21 | % | |
| 21 | % |
Expected Income Tax Benefit from NOL Carry-Forward | |
| 25,989 | | |
| 12,037 | |
Less: Valuation Allowance | |
| (25,989 | ) | |
| (12,037 | ) |
Deferred Tax Asset, Net of Valuation Allowance | |
$ | - | | |
$ | - | |
Income
Tax Provision in the Statement of Operations
A
reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes
is as follows:
Schedule of Effective Income Tax Rate as A Percentage of Income Before Income Taxes
| |
For the Year Ended
November 30, 2022 | |
Federal statutory income tax rate | |
| 21 | % |
Increase (reduction) in income tax provision resulting from: | |
| | |
Net Operating Loss (NOL) carry-forward | |
| (21 | )% |
Effective income tax rate | |
| 0 | % |
|
X |
- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480990/946-20-50-13
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(h)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//740/tableOfContent
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-14
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 21 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-21
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 270 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482526/740-270-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 17 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-17
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB TOPIC 6.I.5.Q1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SAB Topic 11.C) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482603/740-30-50-2
+ Details
Name: |
us-gaap_IncomeTaxDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Subsequent Events
|
9 Months Ended |
12 Months Ended |
Aug. 31, 2023 |
Nov. 30, 2022 |
Subsequent Events [Abstract] |
|
|
Subsequent Events |
Note
7 — Subsequent Events
On September 23, 2023, the Company entered into a
Letter of Intent to purchase the commercial real estate and all issued and outstanding shares of stock of a salvage, disposal, recycling
and scrap business located in Nevada. The purchase price for this transaction is $8,000,000.
The Company evaluated other subsequent events after
August 31, 2023 and determined that there are no other events for which disclosure is required.
|
Note
9 – Subsequent Events
The
Company has evaluated all subsequent events through the date when the financial statements were issued to determine if they must be reported.
The Company determined that there were no reportable subsequent events to disclose in these financial statements other than those described
below.
A
promissory Note was signed by and between Inky Inc and Ioanna Kallidou, the President and Chief Executive Officer of the Company on December
5, 2022. The Promissory Note was issued in order to repay the debt of the Company to the director in shares. Inky Inc. will issue to
Ioanna Kallidou a total of 1,571,400 common shares per value $0.025 per share in exchange of Thirty-Nine Thousand Two Hundred Eighty-Five
U.S. Dollars ($39,285). The shares have not been issued yet.
|
X |
- References
+ Details
Name: |
us-gaap_SubsequentEventsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//855/tableOfContent
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483399/855-10-50-2
+ Details
Name: |
us-gaap_SubsequentEventsTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Commitments and Contingencies
|
9 Months Ended |
Aug. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] |
|
Commitments and Contingencies |
Note
4 — Commitments and Contingencies
From
time to time, the Company may be involved in litigation in the ordinary course of business. The Company is not currently involved in
any litigation that the Company believes could have a material adverse effect on its financial condition or results of operations.
|
X |
- References
+ Details
Name: |
us-gaap_CommitmentsAndContingenciesDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for commitments and contingencies.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 440 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482648/440-10-50-4
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 450 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//450/tableOfContent
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 954 -SubTopic 440 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480327/954-440-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 440 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482648/440-10-50-4
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 440 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//440/tableOfContent
+ Details
Name: |
us-gaap_CommitmentsAndContingenciesDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Summary of Significant Accounting Policies (Policies)
|
9 Months Ended |
12 Months Ended |
Aug. 31, 2023 |
Nov. 30, 2022 |
Accounting Policies [Abstract] |
|
|
Basis of Presentation |
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 United States of America (“U.S. GAAP”) and the interim reporting rules of the Securities and
Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared
in accordance with U.S. GAAP, have been condensed or omitted from these statements pursuant to such rules and regulation and, accordingly,
they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction
with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form
10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary
for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected
herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
|
Basis
of Presentation
The
accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United
States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments
(consisting of normal accruals) considered for a fair presentation have been included. The Company’s year-end is November 30.
|
Basic and Diluted Loss Per Share |
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 common shares
outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator
is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been
issued and if the additional common shares were dilutive.
The
Company had no additional dilutive securities outstanding at August 31, 2023 or August 31, 2022.
|
Net
Income (Loss) Per Common Share
The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share
is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. As of
November 30, 2022
and 2021, the Company did not have any dilutive securities and other contracts that could,
potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted
loss per share is the same as basic loss per share for the periods presented.
|
Use of Estimates |
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
|
Use
of Estimates
The
preparation of financial statements in conformity with U.S. GAAP 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 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 |
Cash
and Cash Equivalents
The
Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased,
to be cash equivalents.
The
Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”).
The FDIC provides coverage of up to $250,000 per depositor, per financial institution, for the aggregate total of depositors’ interest
and non-interest-bearing accounts.
|
Cash
and Cash Equivalents
The
Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company
had $114 of cash and cash equivalents as of November 30, 2022 and November 30, 2021.
|
Income Taxes |
Income
Taxes
In
accordance with FASB ASC Topic 740, “Income Taxes,” the Company provides for the recognition of deferred tax assets if realization
of such assets is more likely than not. Deferred income tax assets and liabilities are computed for differences between the financial
statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax
laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established
when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable
for the period plus or minus the change during the period in deferred tax assets and liabilities.
In
addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in
the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely
than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be
performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes. If the Company has
interest or penalties associated with insufficient taxes paid, such expenses are reported in income tax expense.
|
Income
Taxes
The
Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected
to be realized.
FASB
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than
not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of November 30, 2022. The Company
recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of November 30, 2022, and November
30, 2021, no amounts have been accrued for the payment of interest and penalties. The Company is currently not aware of any issues under
review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income
tax examinations by major taxing authorities since inception.
INKY
NOTES
TO THE FINANCIAL STATEMENTS
NOVEMBER
30, 2022 AND 2021
Note
3 — Summary of Significant Accounting Policies (cont.)
|
Research and Development Policy |
|
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 |
|
Software
Development Policy
The
Company follows the provisions of ASC 985, “Software”, which requires that all costs incurred be expensed until technological
feasibility has been established.
|
Revenue Recognition |
|
Revenue
Recognition
The
Company recognizes revenues in accordance with ASC 606 – Revenue from Contracts with Customers. Revenue related to contracts
with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the
performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance
obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation.
The
Company has introduced a subscription-based service that provides users with access to AI-generated tattoo ideas. As of November 30,
2022, the Company recognized $1,000 in revenues. The subscriptions range from 14 to 30 days and revenue is recognized over the subscription
period on a straight-line basis as the performance obligation is satisfied.
|
Recently Issued Accounting Standards |
Recently
Issued Accounting Standards
During
the period ended August 31, 2023, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements,
as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements
has had or will have a material impact on the Company’s condensed consolidated financial statements.
|
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.
|
Principles of Consolidation |
Principles
of Consolidation
The
accompanying financial statements include the accounts of the Company, including its wholly owned subsidiary, USMM. Intercompany accounts
and transactions have been eliminated in consolidation.
|
|
Impairment Assessment |
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 August 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 |
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.
|
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for the basis of presentation and significant accounting policies concepts. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). Accounting policies describe all significant accounting policies of the reporting entity.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 235 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//235/tableOfContent
+ Details
Name: |
us-gaap_BasisOfPresentationAndSignificantAccountingPoliciesTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-1
+ Details
Name: |
us-gaap_CashAndCashEquivalentsPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for commitments and contingencies, which may include policies for recognizing and measuring loss and gain contingencies.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 954 -SubTopic 450 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480598/954-450-50-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 460 -SubTopic 10 -Section 50 -Paragraph 8 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482425/460-10-50-8
+ Details
Name: |
us-gaap_CommitmentsAndContingenciesPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483426/235-10-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-1
+ Details
Name: |
us-gaap_ConsolidationPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-2
+ Details
Name: |
us-gaap_EarningsPerSharePolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for recognizing interest income on impaired financing receivables, including how cash receipts are recorded, the policy for determining which loans the entity assess for impairment, and the factors the creditor considered in determining that the financing receivable is impaired.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section 50 -Paragraph 14A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481962/310-10-50-14A
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section 50 -Paragraph 15 -Subparagraph (b,d,e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481962/310-10-50-15
+ Details
Name: |
us-gaap_ImpairedFinancingReceivablePolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(h)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 17 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-17
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-9
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482525/740-10-45-25
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482525/740-10-45-28
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 19 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-19
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 20 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-20
+ Details
Name: |
us-gaap_IncomeTaxPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.
+ References
+ Details
Name: |
us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for costs it has incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 730 -SubTopic 10 -Name Accounting Standards Codification -Section 05 -Paragraph 1 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483044/730-10-05-1
+ Details
Name: |
us-gaap_ResearchAndDevelopmentExpensePolicy |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for its research and development and computer software activities including the accounting treatment for costs incurred for (1) research and development activities, (2) development of computer software for internal use, (3) computer software to be sold, leased or otherwise marketed as a separate product or as part of a product or process and (4) in-process research and development acquired in a purchase business combination.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 985 -SubTopic 20 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481283/985-20-50-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 25 -Paragraph 4 -SubTopic 50 -Topic 350 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482610/350-50-25-4
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 30 -Paragraph 1 -SubTopic 40 -Topic 350 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482633/350-40-30-1
+ Details
Name: |
us-gaap_ResearchDevelopmentAndComputerSoftwarePolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for revenue. Includes revenue from contract with customer and from other sources.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483426/235-10-50-4
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (e) -SubTopic 10 -Topic 235 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483426/235-10-50-4
+ Details
Name: |
us-gaap_RevenueRecognitionPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-9
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-4
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (c) -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 11 -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 12 -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-12
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-8
+ Details
Name: |
us-gaap_UseOfEstimates |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Prepaid Expenses (Tables)
|
12 Months Ended |
Nov. 30, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] |
|
Schedule of Prepaid Balance |
As
of November 30, 2022 and 2021, the prepaid balance was as follows:
Schedule
of Prepaid Balance
| |
As of November
30, 2022 | | |
As of November
30, 2021 | |
Application development | |
$ | - | | |
$ | 18,800 | |
API with the Base | |
| 8,000 | | |
| - | |
Database | |
| 5,300 | | |
| - | |
Prepaid business license fees | |
| 467 | | |
| 542 | |
Total prepaid expenses | |
$ | 13,767 | | |
$ | 19,342 | |
|
X |
- References
+ Details
Name: |
us-gaap_DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the carrying amounts of other current assets.
+ References
+ Details
Name: |
us-gaap_ScheduleOfOtherCurrentAssetsTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Income Tax Provision (Tables)
|
12 Months Ended |
Nov. 30, 2022 |
Income Tax Disclosure [Abstract] |
|
Schedule of Components of Deferred Tax Assets |
Components
of deferred tax assets are as follows:
Schedule
of Components of Deferred Tax Assets
| |
For the Year Ended November 30, 2022 | | |
For the Year Ended November 30, 2021 | |
Net Deferred Tax Asset Non-Current: | |
| | | |
| | |
Net Operating Loss Carry-Forward | |
$ | 123,759 | | |
$ | 57,317 | |
Effective tax rate | |
| 21 | % | |
| 21 | % |
Expected Income Tax Benefit from NOL Carry-Forward | |
| 25,989 | | |
| 12,037 | |
Less: Valuation Allowance | |
| (25,989 | ) | |
| (12,037 | ) |
Deferred Tax Asset, Net of Valuation Allowance | |
$ | - | | |
$ | - | |
|
Schedule of Effective Income Tax Rate as A Percentage of Income Before Income Taxes |
A
reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes
is as follows:
Schedule of Effective Income Tax Rate as A Percentage of Income Before Income Taxes
| |
For the Year Ended
November 30, 2022 | |
Federal statutory income tax rate | |
| 21 | % |
Increase (reduction) in income tax provision resulting from: | |
| | |
Net Operating Loss (NOL) carry-forward | |
| (21 | )% |
Effective income tax rate | |
| 0 | % |
|
X |
- DefinitionTabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Paragraph 2 -Section 50 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-2
+ Details
Name: |
us-gaap_ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Paragraph 12 -Section 50 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-12
+ Details
Name: |
us-gaap_ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Summary of Significant Accounting Policies (Details Narrative) - USD ($)
|
3 Months Ended |
9 Months Ended |
12 Months Ended |
Aug. 31, 2023 |
Aug. 31, 2022 |
Aug. 31, 2023 |
Aug. 31, 2022 |
Nov. 30, 2022 |
Nov. 30, 2021 |
Accounting Policies [Abstract] |
|
|
|
|
|
|
Cash and cash equivalents |
$ 44,914
|
|
$ 44,914
|
|
$ 114
|
$ 114
|
Revenues |
|
|
3,400
|
|
$ 1,000
|
|
Cash FDIC insured amount |
250,000
|
|
250,000
|
|
|
|
Impairment expense |
|
|
$ 94,952
|
|
|
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of write-down of assets recognized in the income statement. Includes, but is not limited to, losses from tangible assets, intangible assets and goodwill.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 45 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482130/360-10-45-4
+ Details
Name: |
us-gaap_AssetImpairmentCharges |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483467/210-10-45-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-4
+ Details
Name: |
us-gaap_CashAndCashEquivalentsAtCarryingValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe amount of cash deposited in financial institutions as of the balance sheet date that is insured by the Federal Deposit Insurance Corporation.
+ References
+ Details
Name: |
us-gaap_CashFDICInsuredAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 42 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-42
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 40 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-40
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 41 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-41
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 235 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-05(b)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1
+ Details
Name: |
us-gaap_Revenues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
v3.23.3
Stockholders’ Equity (Details Narrative) - USD ($)
|
3 Months Ended |
9 Months Ended |
12 Months Ended |
|
|
|
May 31, 2023 |
Aug. 31, 2023 |
Aug. 31, 2022 |
Nov. 30, 2022 |
Nov. 30, 2021 |
May 16, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
Common stock, shares authorized |
|
1,000,000,000
|
|
75,000,000
|
75,000,000
|
1,000,000,000
|
|
|
Common stock par value |
|
$ 0.001
|
|
$ 0.001
|
$ 0.001
|
$ 0.001
|
|
|
Proceeds from common stock |
|
$ 1,234,501
|
|
|
$ 13,134
|
|
|
|
Per share price |
|
|
|
|
$ 0.03
|
|
|
|
Value of common stock issued for intangible assets |
|
|
|
$ 90,600
|
|
|
|
|
Common stock, shares issued |
|
514,333,691
|
|
7,105,357
|
5,092,023
|
|
7,105,357
|
4,654,200
|
Common stock, shares outstanding |
|
514,333,691
|
|
7,105,357
|
5,092,023
|
|
7,105,357
|
4,654,200
|
Share authorized |
|
|
|
|
|
1,000,100,000
|
|
|
Preferred stock, shares authorized |
|
100,000
|
|
100,000
|
|
|
|
|
Preferred stock par value |
|
$ 0.001
|
|
$ 0.001
|
|
|
|
|
Common stock votes per share |
|
1 vote per share
|
|
|
|
|
|
|
Preferred stock, shares issued |
|
100,000
|
|
0
|
|
|
|
|
Subscription receivable |
|
$ 30,975
|
|
|
|
|
|
|
Preferred stock, shares outstanding |
|
100,000
|
|
0
|
|
|
|
|
Ioanna Kallidou [Member] |
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
Proceeds from common stock |
|
$ 435,000
|
|
|
|
|
|
|
Common stock, shares issued |
|
6,013,334
|
|
|
|
|
|
|
Super Voting Preferred Stock [Member] |
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
Preferred stock, shares authorized |
|
|
|
|
|
100,000
|
|
|
Preferred stock par value |
|
|
|
|
|
$ 0.001
|
|
|
Preferred stock votes per share |
|
10,000 votes per share
|
|
|
|
|
|
|
Preferred stock, shares issued |
|
100,000
|
|
|
|
|
|
|
Common Stock [Member] |
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
Common stock par value |
|
|
|
$ 0.001
|
|
|
|
|
Number of shares issued |
507,228,334
|
507,228,334
|
|
|
437,823
|
|
|
|
Proceeds from common stock |
|
$ 1,265,476
|
|
|
$ 13,134
|
|
|
|
Issuance of common stock for intangible assets |
|
|
|
2,013,334
|
|
|
|
|
Value of common stock issued for intangible assets |
|
|
|
$ 2,013
|
|
|
|
|
Common stock, shares issued |
|
|
|
75,000,000
|
|
|
|
|
X |
- Definition
+ References
+ Details
Name: |
MTWO_SubscriptionReceivable |
Namespace Prefix: |
MTWO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-4
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-5
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481674/830-30-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 17 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481694/830-30-45-17
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 20 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481694/830-30-45-20
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 20 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481694/830-30-45-20
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 20 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481694/830-30-45-20
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 20 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481694/830-30-45-20
+ Details
Name: |
us-gaap_AccumulatedOtherComprehensiveIncomeLossLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDescription of voting rights of common stock. Includes eligibility to vote and votes per share owned. Include also, if any, unusual voting rights.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_CommonStockVotingRights |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFace amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDescription of voting rights of nonredeemable preferred stock. Includes eligibility to vote and votes per share owned. Include also, if any, unusual voting rights.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_PreferredStockVotingRights |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from the additional capital contribution to the entity.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 14 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromIssuanceOfCommonStock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionPrice of a single share of a number of saleable stocks of a company.
+ References
+ Details
Name: |
us-gaap_SharePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesIssuedForServices |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of new stock issued during the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481004/946-505-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionValue of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueIssuedForServices |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=MTWO_IoannaKallidouMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=MTWO_SuperVotingPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
Related Party Transactions (Details Narrative) - USD ($)
|
1 Months Ended |
9 Months Ended |
12 Months Ended |
May 31, 2023 |
Aug. 31, 2023 |
Aug. 31, 2022 |
Nov. 30, 2022 |
Nov. 30, 2021 |
Related Party Transaction [Line Items] |
|
|
|
|
|
Loans payable |
|
$ 200,000
|
$ 16,880
|
$ 34,380
|
$ 10,849
|
Ioanna Kallidou [Member] |
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
Forgave liabilities |
$ 146,593
|
|
|
|
|
Chief Executive Officer [Member] |
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
Loans payable |
|
$ 200,000
|
|
|
|
Director [Member] |
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
Loan to director |
|
|
|
34,380
|
10,849
|
Outstanding loan |
|
|
|
72,774
|
38,394
|
Payroll liability |
|
|
|
$ 49,000
|
$ 0
|
X |
- DefinitionDecrease for amounts of indebtedness forgiven by the holder of the debt instrument.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(f)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
+ Details
Name: |
us-gaap_DebtInstrumentDecreaseForgiveness |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of liabilities classified as other, due within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_OtherLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=MTWO_IoannaKallidouMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=srt_ChiefExecutiveOfficerMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
Schedule of Prepaid Balance (Details) - USD ($)
|
Aug. 31, 2023 |
Nov. 30, 2022 |
Nov. 30, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] |
|
|
|
Application development |
|
|
$ 18,800
|
API with the Base |
|
8,000
|
|
Database |
|
5,300
|
|
Prepaid business license fees |
|
467
|
542
|
Total prepaid expenses |
|
$ 13,767
|
$ 19,342
|
X |
- Definition
+ References
+ Details
Name: |
MTWO_PrepaidApiWithBaseCurrent |
Namespace Prefix: |
MTWO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- Definition
+ References
+ Details
Name: |
MTWO_PrepaidApplicationDevelopmentCurrent |
Namespace Prefix: |
MTWO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- Definition
+ References
+ Details
Name: |
MTWO_PrepaidDatabaseCurrent |
Namespace Prefix: |
MTWO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of asset related to consideration paid in advance for other costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 340 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483032/340-10-45-1
+ Details
Name: |
us-gaap_OtherPrepaidExpenseCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PrepaidExpenseAndOtherAssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
v3.23.3
X |
- DefinitionAmount before accumulated amortization of capitalized costs for computer software, including but not limited to, acquired and internally developed computer software.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 985 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481283/985-20-50-1
+ Details
Name: |
us-gaap_CapitalizedComputerSoftwareGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionUnamortized costs incurred for development of computer software, which is to be sold, leased or otherwise marketed, after establishing technological feasibility through to the general release of the software products. Excludes capitalized costs of developing software for internal use.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(10)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 985 -SubTopic 20 -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481283/985-20-50-1
+ Details
Name: |
us-gaap_CapitalizedSoftwareDevelopmentCostsForSoftwareSoldToCustomers |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of amortization expense for assets, excluding financial assets and goodwill, lacking physical substance with a finite life expected to be recognized in the third rolling twelve months following the latest balance sheet. For interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.
+ References
+ Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseRollingYearThree |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount before accumulated amortization of intangible assets, excluding goodwill.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(15)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_IntangibleAssetsGrossExcludingGoodwill |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
v3.23.3
X |
- DefinitionAmount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-2
+ Details
Name: |
us-gaap_DeferredTaxAssetsNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-6
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-8
+ Details
Name: |
us-gaap_DeferredTaxAssetsOperatingLossCarryforwards |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount before allocation of valuation allowances of deferred tax asset attributable to deductible state and local operating loss carryforwards.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-6
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-8
+ Details
Name: |
us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsStateAndLocal |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-2
+ Details
Name: |
us-gaap_DeferredTaxAssetsValuationAllowance |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.23.3
v3.23.3
X |
- DefinitionAmount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, without jurisdictional netting.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-2
+ Details
Name: |
us-gaap_DeferredTaxAssetsLiabilitiesNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount before allocation of valuation allowances of deferred tax asset attributable to deductible state and local operating loss carryforwards.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-6
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-8
+ Details
Name: |
us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsStateAndLocal |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-2
+ Details
Name: |
us-gaap_DeferredTaxAssetsValuationAllowance |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.23.3
X |
- DefinitionPurchase price of expected business acquisition prior to consideration being transferred. Excludes asset acquisition.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Section 15 -Paragraph 3 -SubTopic 10 -Topic 805 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479455/805-10-15-3
+ Details
Name: |
us-gaap_BusinessCombinationPriceOfAcquisitionExpected |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionPrice of a single share of a number of saleable stocks of a company.
+ References
+ Details
Name: |
us-gaap_SharePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares issued during the period as a result of the conversion of convertible securities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-30) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe gross value of stock issued during the period upon the conversion of convertible securities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionDetail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481674/830-30-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483399/855-10-50-2
+ Details
Name: |
us-gaap_SubsequentEventLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_SubsequentEventTypeAxis=us-gaap_SubsequentEventMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Inky (PK) (USOTC:INKI)
Historical Stock Chart
From Aug 2024 to Sep 2024
Inky (PK) (USOTC:INKI)
Historical Stock Chart
From Sep 2023 to Sep 2024