NFTN 10-Q
NFiniTi inc. (NFTN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JULY 31, 2025 |
Commission file number
(Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation or organization)
(Address of principal executive offices)(Zip Code)
(
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, an emerging growth company or a smaller reporting company. See 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 | ☐ |
☒ | 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 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:
ITEM 1. FINANCIAL INFORMATION
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| Table of Contents |
NFiniTi inc.
Balance Sheets |
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| July 31, 2025 |
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| October 31, 2024 |
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ASSETS |
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Current Assets |
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Cash |
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Total Current Assets |
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Non-Current Assets |
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Convertible Note Investment |
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Goodwill |
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Non-Current Assets |
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Total Assets |
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LIABILITIES & STOCKHOLDERS’ DEFICIT | ||||||||
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Current Liabilities |
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Accounts Payable |
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Related Party Payable |
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Loans Payable - Shareholders |
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Loans Payable - Unrelated |
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Loan Payable - Related Party |
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Convertible Note - Unrelated |
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Total Current Liabilities |
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Commitments and Contingencies |
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Stockholders’ Deficit |
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Common stock, $ |
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Additional Paid-In Capital |
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Accumulated deficit |
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Total Stockholders’ Equity |
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Total Liabilities & Stockholders’ Deficit |
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The Accompanying Notes are an Integral Part of These Unaudited Condensed Financial Statements
| 3 |
| Table of Contents |
NFiniTi inc.
Statements of Operations (Unaudited) |
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| July 31, 2025 |
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| July 31, 2024 |
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| July 31, 2025 |
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| July 31, 2024 |
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Revenues |
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Expenses |
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Operating Expenses |
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Financing Expenses |
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Total Expenses |
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Net Operating (Loss) |
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Other Income |
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Net (Loss) |
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Net Loss Per Basic and Diluted share |
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Weighted average number of Common Shares outstanding |
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The Accompanying Notes are an Integral Part of These Unaudited Condensed Financial Statements
| 4 |
| Table of Contents |
NFiniTi inc.
Condensed Statements of Changes in Stockholders’ Deficit
(Unaudited) |
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For the Nine Months Ended July 31, 2025 |
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Balance, October 31, 2024 |
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Net loss, January 31, 2025 |
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Balance, January 31, 2025 |
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Net loss, April 30, 2025 |
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Acquisition Issuance (April 30, 2025) |
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Acquired (Cash) (April 30, 2025) |
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Balance, April 30, 2025 |
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Net loss, July 31, 2025 |
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Balance, July 31, 2025 |
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For the Nine Months Ended July 31, 2024 |
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Balance, October 31, 2023 |
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Net loss, January 31, 2024 |
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Balance, January 31, 2024 |
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Net loss, April 30, 2024 |
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Balance, April 30, 2024 |
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Net loss, July 31, 2024 |
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Balance, July 31, 2024 |
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The Accompanying Notes are an Integral Part of These Unaudited Condensed Financial Statements
| 5 |
| Table of Contents |
NFiniTi inc.
Statements of Cash Flows (Unaudited) |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net (loss) |
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Adjustments to reconcile net loss to net cash provided by operating activities: |
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Changes in operating assets and liabilities: |
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Accounts Payable |
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Net cash (used in) operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Purchase of Note |
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Net Cash Used in Investing Activities |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Net cash provided by financing activities |
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Net change in cash |
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Cash at beginning of period |
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Cash at end of period |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
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The Accompanying Notes are an Integral Part of These Unaudited Condensed Financial Statements
| 6 |
| Table of Contents |
NFiniTi inc.
Notes to Condensed Financial Statements
July 31, 2025 (unaudited)
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
NFiniTi Inc. was incorporated under the laws of the State of Nevada on January 23, 2012, as American Oil and Gas Inc. The Company was formed to engage in the acquisition, exploration and development of oil and gas properties. On December 30, 2021, the name of the Company was changed to NFiniTi Inc.. From November 24, 2021, to February 13, 2025, when we completed our reverse acquisition of Artisan Beverages, our business was to pursue other business opportunities to increase shareholder value. The business of Artisan Beverages is now the principal business of the Company. Artisan Beverages is an alcoholic beverage company that specializes in producing ready-to-drink cocktails. They hold the exclusive license to manufacture TGI Fridays-branded beverages across the Western Hemisphere
NOTE 2. GOING CONCERN
The accompanying financial statements are presented on a going concern basis. The Company has had limited operations during the period from January 23, 2012 (date of inception) to July 31, 2025 and generated an accumulated deficit of $
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended October 31, 2024.
In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements for the interim period, have been included.
| 7 |
| Table of Contents |
NFiniTi inc.
Notes to Condensed Financial Statements
July 31, 2025 (unaudited)
Basic Earnings (loss) Per Share
ASC No. 260, “Earnings Per Share”, specifies the computation, presentation, and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. Basic net earnings (loss) per share amounts is computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.
Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Use of Estimates and Assumptions
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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
The carrying amount of cash, account payable, loans payable – related parties approximate their estimated fair value due to the short-term maturities of these financial instruments.
Income Taxes
Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred income taxes. Deferred income taxes are recognized for temporary differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future. Deferred income taxes are also recognized for net operating loss carryforwards that are available to offset future taxable income and research and development credits.
Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
ASC 740, clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. We have determined that the Company does not have uncertain tax positions on its tax returns for the years 2024 and prior. Based on evaluation of the 2024 transactions and events, the Company does not have any material uncertain tax positions that require measurement. Because the Company had a full valuation allowance on its deferred tax assets as of the years ended October 31, 2024 and 2023, the Company has not recognized any tax benefits since inception.
| 8 |
| Table of Contents |
NFiniTi inc.
Notes to Condensed Financial Statements
July 31, 2025 (unaudited)
Revenue
The Company records revenue on an accrual basis when all goods and services have been performed and delivered, the amounts are readily determinable, and collection is reasonably assured. The Company has not generated any revenue since its inception.
Advertising
The Company will expense its advertising when incurred. There has been no advertising since inception.
Stock-Based Compensation
The Company accounts for equity awards issued to employees and non-employees for services rendered in accordance with the provisions of ASC 718, “Compensation – Stock Compensation”. These transactions are accounted for based on the grant date fair value of the equity award issued. A resulting compensations expense is recorded over the requisite service period, which is typically the vesting period.
NOTE 4 – CONVERTIBLE NOTES
The Company issued a convertible promissory note to an unrelated investor with a total principal amount of $
The note bears interest at
The note is convertible at the option of the holder into shares of the Company’s
The Company may prepay the note at the following premiums to principal and accrued interest:
115% if prepaid within ninety (90) days of issuance,
120% if prepaid between ninety-one (91) and one hundred eighty (180) days after issuance, and
125% if prepaid thereafter until maturity.
The note is unsecured and contains customary covenants and events of default, including failure to maintain SEC reporting compliance, failure to make payments when due, bankruptcy or insolvency events, or suspension or delisting of the Company’s common stock from the OTC market for ten (10) consecutive trading days.
As of July 31, 2025, the Company recorded the note as a current liability on its condensed consolidated balance sheet. No conversions or repayments had occurred as of the reporting date. The carrying value of the note was as follows:
Convertible Note Balance July 31, 2025 –
The Company issued a convertible promissory note to an unrelated investor with a total principal amount of $
The note bears interest at
The note is convertible at the option of the holder into shares of the Company’s
The Company may prepay the note at the following premiums to principal and accrued interest:
115% if prepaid within ninety (90) days of issuance,
120% if prepaid between ninety-one (91) and one hundred eighty (180) days after issuance, and
125% if prepaid thereafter until maturity.
The note is unsecured and contains customary covenants and events of default, including failure to maintain SEC reporting compliance, failure to make payments when due, bankruptcy or insolvency events, or suspension or delisting of the Company’s common stock from the OTC market for ten (10) consecutive trading days.
As of July 31, 2025, the Company recorded the note as a current liability on its condensed consolidated balance sheet. No conversions or repayments had occurred as of the reporting date. The carrying value of the note was as follows:
Convertible Note Balance July 31, 2025 –
NOTE 5. RELATED PARTY TRANSACTIONS
As of July 31, 2025 and October 31, 2024, $
As of July 31, 2025 and October 31, 2024, $
The officers and directors of the Company may, in the future, become involved in other business opportunities as they become available, he may face a conflict in selecting between the Company and his other business opportunities. The Company has not formulated a policy for the resolution on such conflicts.
| 9 |
| Table of Contents |
NFiniTi inc.
Notes to Condensed Financial Statements
July 31, 2025 (unaudited)
NOTE 6. STOCKHOLDERS’ DEFICIT
The Company is authorized to issue
On February 13, 2025, the Company completed the acquisition of Artisan Beverages Inc. pursuant to an acquisition agreement under which the shareholders of Artisan are to receive
Until the reverse split is finalized, these shares are treated as “contingently issuable shares” for financial reporting purposes in accordance with ASC 260-10-45. This presentation reflects the legal completion of the acquisition while also clarifying that the issuance of shares is pending administrative action.
During the quarter ended July 31, 2025, the Company also identified an overstatement of Common Stock related to pre-merger share amounts. To correct this error, $
NOTE 7. SUBSEQUENT EVENTS
The Company has evaluated events subsequent to the date these financial statements have been issued to assess the need for potential recognition or disclosure in this report. Such events were evaluated through the date these financial statements were available to be issued. Based upon this evaluation, it was determined that no subsequent events occurred that require recognition or disclosure in the financial statements.
The company issued a convertible note to an investor. The investor paid
NOTE 8 – CHANGES IN COMMON STOCK
During the quarter ended July 31, 2025, the Company identified a reclassification adjustment related to the presentation of common stock in its financial statements.
At April 30, 2025, following the reverse acquisition transaction, the Company reported Common Stock ($) of $
Adjustment Made in Q3:
- | Decrease to Common Stock ($): $ |
- | Increase to Additional Paid-In Capital (APIC): $ |
- | Net impact on Total Stockholders’ Equity: $ |
This adjustment did not impact total assets, total liabilities, or total stockholders’ equity. It was a reclassification solely between the Common Stock and APIC accounts to align the Company’s capital structure with the number of authorized and outstanding shares post-acquisition.
As of July 31, 2025:
- | Common Stock outstanding: |
- | Par value per share: $ |
- | Common Stock ($): $ |
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Forward Looking Statements
This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Results of Operations
We generated no revenue for the three or nine month periods ended July 31, 2025 and 2024.
We incurred operating expenses of $73,077 and $2,675 for the three-month periods ended July 31, 2025 and 2024, respectively. The operating expenses were comprised of professional fees. The decrease was due to fewer professional fees.
Our net loss for the three months ended July 31, 2025 and 2024 was $73,111 and $2,675, respectively.
We incurred operating expenses of $102,916 and $18,667 for the nine-month periods ended July 31, 2025 and 2024, respectively. The operating expenses were comprised of professional fees. The increase was due to additional professional fees.
Our net loss for the nine months ended July 31, 2025 and 2024 was $102,933 and $18,667, respectively.
Liquidity and Capital Resources
Our cash balance at July 31, 2025 was $23,999, with $108,327 in accounts payable, $140,482 in loans payable to shareholders, and $6,744 in loans payable to the Company’s former CEO and director, Michael Noble. The Company also owes current CEO Brian Johnston $150,908. If we experience a shortage of funds in the next twelve months, we may utilize additional funds from Mr. Noble, and Mr. Johnston, who have agreed to advance funds for operations, however they have no formal commitment, arrangement or legal obligation to advance or loan funds to us.
Net cash used in operating activities was $7,599 and $20,199 during the nine months ended July 31, 2025 and 2024, respectively.
Net cash used in investing activities was $194,404 and $0 during the nine months ended July 31, 2025 and 2024.
Net cash provided by financing activities was $226,596 and $20,199 during the nine months ended July 31, 2025 and 2024, respectively.
Plan of Operation
From inception until November 24, 2021, our purpose was to locate and lease existing wells for reactivation for the production of oil and gas that we would then sell, through an operator, to oil and gas brokers and gatherers. The plan also included the idea that gas sometimes may be sold directly to the public utility companies. From November 24, 2021 to February 13, 2025, when we completed our reverse acquisition of Artisan Beverages, our business was to pursue other business opportunities to increase shareholder value.
The business of Artisan Beverages is now the principal business of the Company. Artisan Beverages is an alcoholic beverage company that specializes in producing ready-to-drink cocktails. They hold the exclusive license to manufacture TGI Fridays-branded beverages across the Western Hemisphere. Our strategy to grow our business is to contact and enter into agreements with manufacturers and distributors in each country where we have a license to sell TGI Friday’s beverages and then market and sell those beverages in such countries. Our ability to create, maintain and expand a distribution network and attract additional distributors, retailers and brokers will depend on a number of factors. Some of these factors include (i) the level of demand for our brands and products in a particular distribution area; (ii) our ability to price our products at levels competitive with those of competing products, and (iii) our ability to deliver products in the quantity and at the time ordered by distributors, retailers and brokers. Part of our growth strategy is to create a system to garner and analyze the information needed to accurately understand these factors.
During fiscal 2025, we anticipate spending $60,000 on professional fees, including fees payable for complying with reporting obligations, $50,000 in general administrative costs and $1,500,000 in working capital. Total expenditures over the next 12 months are therefore expected to be approximately $1,610,000.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
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Going Concern
Our auditor has issued a going concern opinion on our October 31, 2024 financial statements. The continuation of the Company is dependent upon the continued financial support from our shareholders, our ability to obtain necessary equity financing to continue operations and the attainment of profitable operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not required under Rule 12b-2 of the Securities Exchange Act of 1934 for “smaller reporting companies.”
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Management maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of July 31, 2025.
Based on that evaluation, management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission’s rules and forms.
Changes in Internal Controls over Financial Reporting
There have been no changes in the internal controls over financial reporting during the quarter ended July 31, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management’s last evaluation.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Our Company is not involved in any material litigation and we are unaware of any threatened material litigation. From time to time, we may become involved in litigation relating to claims arising from the ordinary course of our business.
ITEM 1A. RISK FACTORS
Not required under Rule 12b-2 of the Securities Exchange Act of 1934 for “smaller reporting companies.”
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There were no defaults upon senior securities during the period ended July 31, 2025.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
The Note Brian Winder completed his transaction sending the remaining $150,000 on August 4th, 2025.
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ITEM 6. EXHIBITS.
The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Registration Statement on Form S-1, filed under SEC File Number 333-180164, at the SEC website at www.sec.gov:
Exhibit No. |
| Description |
2.1 |
| Share Exchange Agreement, dated January 27, 2025, by and among NFiniTi inc., Artisan Beverages, Inc., a Delaware corporation (“Artisan Beverages”), and the holders of common stock of Artisan Beverages. |
| ||
Sec. 906 Certification of Chief Executive Officer and Chief Financial Officer | ||
101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document. |
104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NFiniTi inc. Registrant | |||
| |||
Date September 30, 2025 | By: | /s/ Brian Johnston |
|
Brian Johnston, Chief Executive Officer, Chief Financial Officer and Director | |||
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