MTWO 10-K & 10-Q changes, risk factors and insider trading

During the fiscal years ended November 30, 20242025 and 20232024 we generated totalno revenue of $0 and $3,400, respectively.revenue.

Our net loss for the fiscal years ended November 30, 20242025 and 2023 2024 was $3,887,261$6,492,569 and $1,990,162,$3,887,261, respectively. The increase in net loss is because of the increase in operating expenses, discussed above, and an increase in interest expense.expense and derivative liability.

As of the fiscal year ended November 30, 2024,2025, the Company had cash of $80,281$411,267 and $48,197$80,281 as of the fiscal year ended November 30, 2023.2024, respectively. Furthermore, Furthermore, the Company had a working capital deficit of $2,532,472$7,047,969 and $1,038,946$2,532,472 as of the fiscal years ended November 30, 20242025 and 2023, 2024, respectively. The increase in the working deficit is primarily because of anthe increaseunissued instock unpaid accounts payableliability and accountsderivative payable-related party.liability.

During the fiscal year ended November 30, 2024,2025, the Company used $2,098,661cash of cash$4,237,086 in operating activities compared to $1,611,258cash of cash$2,098,661 in operating activities during the fiscal year ended November 30, 2023.2024. The increase in cash used in operating activities was the result of an increase in net loss, offset by an increase in accounts payable and accounts payable-related party.

During the fiscal yearsyear ended November 30, 2024 and 2023,2025, the Company had no generated cash flowsof $4,568,072 from investingfinancing activities which was from the sale of common stock issued totaling $764,582, proceeds for common stock to be issued totaling $5,000, proceeds from the unissued stock liability totaling $4,137,500 offset by the payment of a promissory note of $302,960 and related party loan of $36,050. During the fiscal year ended November 30, 2024, the Company generated $2,130,745 cash inof $2,130,745 from financing activities which came from a net decrease in the related-party loan of $563,950 and proceeds from sale of common stock of $2,396,735 offset by repurchase of common stock of $5,000 and a promissory note for $302,960. During the fiscal year ended November 30, 2023, the Company generated $1,659,341 of cash in financing activities which came from a related-party loan of $608,319, a convertible note for $250,000 and proceeds from sale of common stock of $1,236,022 offset by repurchase of common stock of $435,000.

The Company was formerly engaged in developing mobile software applications for smartphones and tabletablet 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 divisions as set forth below:

On June 30, 2024, the Company and Komodo Capital (“Komodo”), a company specializing 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, entered into a strategic partnership (the “Strategic Partnership”), in order for Komodo to use its relationships to provide the Company with access to various critical minerals, with an ultimate goal of supplingsupplying the U.S. government and U.S. free trade partners with these critical minerals. Komodo Capital also offers comprehensive advisory services. The Company issued 8,000,000 shares of common stock valued at $800 as part of this agreement.

On June 30, 2024, the Company and NTM Minerals Limited (“NTM”), a company specializing 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, entered into an exclusive offtake agreement (the “Offtake Agreement”), in which NTM will provide for 88,000 tonnes of copper, currently valued at approximately $850 million. The Company is granted offtake rights rfor a maximum of 88,000 tonnes of copper that is sourced from the Redbank tenements in return for 12 million shares of the Company’s common stock. NTM shall receive additional payments for incremental resource increases or upgrades from the Redbank tenements. M2i retains the option to participate in production pre-funding opportunities.

There have been no changes to the Summary of Significant Accounting Policies described in our Annual Report on Form 10-KT filed with the Securities and Exchange Commission on ApriApril 15, 2026.

At MarchJune 31,30, 2026, the Company had a cash balance of $67,283$54,661 compared to a cash balance of $515,438 at December 31, 2025. The Company incurred negative cash flow from operations of $896,088$1,650,150 for the period ended MarchJune 31,30, 2026, as compared to negative cash flow from operations of $245,792$1,522,627 in the comparable prior year period. The increase in negative cash flows from operations was primarily from an increase in in net loss offset by accrued expenses – related parties and accounts payable and accrued expenses. Cash flows from financing activities during the period ended MarchJune 31,30, 2026, totaledtotalled $447,933,$1,189,373, as compared to cash flows from financing activities in the comparable prior year period of $228,492.$1,727,124. The increasedecrease in cash provided by financing activities is the result of ann increasedecrease in cash received for common shares to be issued. 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 to fund future operations.

Comparison of the Three and Six Months Ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025

For the three months ended MarchJune 31,30, 2026, our operating expenses increased to $2,012,731$1,670,119 compared to $1,049,760$1,367,496 for the comparable period in 2025. The increase of $962,971$302,623 was due to an increase in professional fees.fees and general and administrative expenses. For the six months ended June 30, 2026, our operating expenses increased to $3,682,850 compared to $2,417,257 for the comparable period in 2025. The increase of $1,265,593 was due to an increase in professional fees for consultants to implement 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.