NFiniTi inc 10-Q for FY2025 Q2
NFiniTi inc. (NFTN)
About this 10-Q
NFiniTi inc filed this 10-Q on June 23, 2025, covering the quarter ended April 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended April 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- Net loss
- $28.32K
- compared with a net loss of $4425 a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
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 |
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)
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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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PART I – FINANCIAL INFORMATION |
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NFiniTi Inc. | ||||||||
Condensed Consolidated Balance Sheet |
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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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Goodwill |
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Total Non-Current Assets |
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Total Assets |
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Current Liabilities |
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Accounts Payable |
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Loans Payable - Unrelated Parties |
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Loans Payable - Shareholders |
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Loan Payable - Related Party |
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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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Accumulated deficit |
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Total Stockholders' Equity |
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Total Liabilities & Stockholders' Equity |
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The Accompanying Notes are an Integral Part of These Financial Statements |
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NFiniTi Inc. | ||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||
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Revenues |
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Operating Expenses |
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Professional Fees |
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Operating Expenses |
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Total Operating Expenses |
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Loss from Operations |
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Other Income |
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Net Loss Before Income Taxes |
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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 Financial Statements | ||||||||||||||||
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NFiniTi Inc. | ||||||||||||||||||||
Condensed Consolidated Statements of Changes in Stockholders' Equity | ||||||||||||||||||||
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Six Months Ended April 30, 2025 |
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Balance, October 31, 2024 |
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Issuance of Common Stock for Acquisition |
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Net Loss |
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Balance, April 30, 2025 |
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Six Months Ended April 30, 2024 |
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Balance, October 31, 2023 |
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Net Loss |
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Balance, April 30, 2024 |
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The Accompanying Notes are an Integral Part of These Unaudited Financial Statements
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NFiniTi Inc. Condensed Consolidated Statement of Cash Flows | ||||||||
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net Loss |
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Adjustments: |
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Increase in 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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Cash Acquired in Acquisition |
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Net Cash Provided by Investing Activities |
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Cash Flows from Financing Activities |
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Proceeds from Related-Party Loans |
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Net Cash Provided by Financing Activities |
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Net Increase in Cash |
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| Table of Contents |
NFiniTi Inc.
Notes to Condensed Consolidated Financial Statements
April 30, 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 April 30, 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 consolidated 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.
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NFiniTi Inc.
Notes to Condensed Consolidated Financial Statements
April 30, 2025 (unaudited)
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.
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 2023 and prior. Based on evaluation of the 2022 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.
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NFiniTi Inc.
Notes to Condensed Consolidated Financial Statements
April 30, 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 account 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.
Acquisition:
On February 13, 2025, NFiniTi acquired
Goodwill:
Goodwill of $
Accounts Payable:
As of April 30, 2025, accounts payable totaled $
Loans Payable:
As of April 30, 2025, loans payable totaled $
Stockholders’ Equity:
Common stock increased to $
Going Concern:
The Company’s net loss ($
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NFiniTi Inc.
Notes to Condensed Consolidated Financial Statements
April 30, 2025 (unaudited)
Subsequent Events:
On May 205, 2025, the Company acquired two entities in the web3/blockchain and fintech sectors. The acquisitions involved no goodwill, liabilities, or share issuances.
NFiniTi Inc., through its wholly owned subsidiary, NFiniTi 1 Inc., completed the acquisition of CyberSyn LLC, a pre-revenue fintech company developing a U.S.-focused cryptocurrency exchange. Under the Share Exchange Agreement, NFiniTi 1 Inc. acquired all of CyberSyn’s membership interests in exchange for
On the same date, NFiniTi Inc., through its wholly owned subsidiary, NFiniTi 2 Inc., completed the acquisition of Metavox Holdings LLC, a web3 initiative developing a blockchain-powered Metaverse platform. Under the Share Exchange Agreement, NFiniTi 2 Inc. acquired all of Metavox’s membership interests in exchange for
These acquisitions mark NFiniTi Inc.’s strategic expansion into the fintech and web3 sectors, complementing its existing beverage subsidiary, Artisan Beverages, Inc. The Company continues to evaluate the impact of these transactions on its financial position and operational strategy.
No other material events occurred through June 16, 2025.
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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 six month periods ended April 30, 2025 and 2024.
We incurred operating expenses of $29,856 and $15,992 for the three-month periods ended April 30, 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 six months ended April 30, 2025 and 2024 was $29,243 and $15,992, respectively.
Liquidity and Capital Resources
Our cash balance at April 30, 2025 was $2,019, with $35,483 in accounts payable, $140,482 in loans payable to shareholders, $42,643 in loans payable to unrelated parties and $195,812 in loans payable to the related parties. If we experience a shortage of funds in the next twelve months, we may utilize additional funds from our officer and directors, and our major shareholders, 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 $(2,331) and $(17,533) during the six months ended April 30, 2025 and 2024, respectively.
Net cash used in investing activities was $0 during the six months ended April 30, 2025 and 2024.
Net cash provided by financing activities was $4,350 and $13,108 during the six months ended April 30, 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, 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 $50,000 on professional fees, including fees payable for complying with reporting obligations, $250,000 in general administrative costs and $1,500,000 in working capital. Total expenditures over the next 12 months are therefore expected to be approximately $1,800,000.
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Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
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 defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), 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’s 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, management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated 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 April 30, 2025. Based on this evaluation, management concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in Internal Controls over Financial Reporting
There have been no changes in the internal controls over financial reporting during the quarter ended April 30, 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 April 30, 2025.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
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| Table of Contents |
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 |
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| Sec. 302 Certification of Chief Executive Officer and Chief Financial Officer | |
| 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. |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB |
| Inline XBRL Taxonomy Extension Labels Linkbase Document. |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
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| Table of Contents |
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 June 20, 2025 | By: | /s/ Brian Johnston | |
Brian Johnston, Chief Executive Officer, Chief Financial Officer and Director | |||
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EXHIBIT 31
Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Brian Johnston, certify that:
| 1. | I have reviewed this report on Form 10-Q of NFiniTi Inc. |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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| a) | Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
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| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: June 20, 2025
| /s/ Brian Johnston |
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| Brian Johnston Chief Executive Officer and Chief Financial Officer |
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EXHIBIT 32
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of NFiniTi Inc. (the “Company”) on Form 10-Q for the period ending April 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian Johnston, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
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| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
IN WITNESS WHEREOF, the undersigned has executed this certification as of the 20th day of June, 2025.
| /s/ Brian Johnston |
|
| Chief Executive Officer and Chief Financial Officer |
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