NFTN 10-K
NFiniTi inc. (NFTN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURUTIES EXCHANGE ACT OF 1934
For the fiscal year ended
Commission file number
(Exact Name of Registrant as Specified in Its Charter) |
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(State or Other Jurisdiction of |
| (I.R.S. Employer |
Incorporation or Organization) |
| Identification No.) |
Phone: +
(Address of Principal Executive Offices, Zip Code & Telephone Number)
Resident Agents of Nevada
711 S. Carson Street #4
Carson City, NV 89701
Telephone (775)882-4641 Facsimile (775)882-6818
(Name, Address and Telephone Number of Agent for Service)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 past 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 such files).
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 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of April 30, 2022, the last day of registrant’s second fiscal quarter, the aggregate market value of the registrant’s common stock, $0.001 par value, held by non-affiliates, computed by reference to the price at which the common equity was last sold prior to April 30, 2022, was approximately $
As of February 14, 2023 the registrant had
Documents Incorporated By Reference None
NFiniTi inc.
TABLE OF CONTENTS
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Part I
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
This report contains forward-looking statements that involve risk and uncertainties. We use words such as “anticipate,” “believe,” “plan,” “expect,” “future,, “intend,” and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this report and actual results may differ materially from historical results or our predictions of future results.
Item 1. Business
General Information
We are a start-up company with limited revenues and a short operating history. Our independent auditor has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern.
Our focus for the fiscal year ended October 31, 2023 will be on pursuing other business opportunities to increase shareholder value.
Emerging Growth Company Status under the JOBS Act
NFiniTi, inc. qualifies as an “emerging growth company” as defined in the Jumpstart our Business Startups Act (the “JOBS Act”).
The JOBS Act creates a new category of issuers known as “emerging growth companies.” Emerging growth companies are those with annual gross revenues of less than $1 billion (as indexed for inflation) during their most recently completed fiscal year. The JOBS Act is intended to facilitate public offerings by emerging growth companies by exempting them from several provisions of the Securities Act of 1933 and its regulations. An emerging growth company will retain that status until the earliest of:
| · | The first fiscal year after its annual revenues exceed $1 billion; |
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| · | The first fiscal year after the fifth anniversary of its IPO; |
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| · | The date on which the company has issued more than $1 billion in non-convertible debt during the previous three-year period; and |
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| · | The first fiscal year in which the company has a public float of at least $700 million. |
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Financial and Audit Requirements
Under the JOBS Act, emerging growth companies are subject to scaled financial disclosure requirements. Pursuant to these scaled requirements, emerging growth companies may:
| · | Provide only two rather than three years of audited financial statements in their IPO Registration Statement; |
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| · | Provide selected financial data only for periods no earlier than those included in the IPO Registration Statement in all SEC filings, rather than the five years of selected financial data normally required; |
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| · | Delay compliance with new or revised accounting standards until they are made applicable to private companies; and |
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| · | Be exempted from compliance with Section 404(b) of the Sarbanes-Oxley Act, which requires companies to receive an outside auditor’s attestation regarding the issuer’s internal controls. |
Offering Requirements
In addition, during the IPO offering process, emerging growth companies are exempt from:
| · | Restrictions on analyst research prior to and immediately after the IPO, even from an investment bank that is underwriting the IPO; |
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| · | Certain restrictions on communications to institutional investors before filing the IPO registration statement; and |
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| · | The requirement initially to publicly file IPO Registration Statements. Emerging growth companies can confidentially file draft Registration Statements and any amendments with the SEC. Public filings of the draft documents must be made at least 21 days prior to commencement of the IPO “road show.” |
Other Public Company Requirements
Emerging growth companies are also exempt from other ongoing obligations of most public companies, such as:
| · | The requirements under Section 14(i) of the Exchange Act and Section 953(b)(1) of the Dodd-Frank Act to disclose executive compensation information on pay-for-performance and the ratio of CEO to median employee compensation; |
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| · | Certain other executive compensation disclosure requirements, such as the compensation discussion and analysis, under Item 402 of Regulation S-K; and |
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| · | The requirements under Sections 14A(a) and (b) of the Exchange Act to hold advisory votes on executive compensation and golden parachute payments. |
We have a total of 450,000,000 authorized common shares with a par value of $0.001 per share with 120,000,000 common shares issued and outstanding as of October 31, 2022.
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Our plan of operation is to search for new business opportunities. During fiscal 2023, we anticipate spending $10,000 on professional fees, including fees payable for complying with reporting obligations, $5,000 in general administrative costs and $1,500 in working capital. Total expenditures over the next 12 months are therefore expected to be approximately $16,500.
Distribution Methods
We have no distribution methods.
Competition
We currently have no competition.
Bankruptcy or Similar Proceedings
There has been no bankruptcy, receivership or similar proceeding.
Reorganizations, Purchase or Sale of Assets
There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business.
Compliance with Government Regulation
We are currently not required to be in compliance with any government regulation other than those for normal business operations and the requirements for reporting companies.
Source and Availability of Raw Materials
We have no significant raw materials.
Major Customers
We currently have no major customers.
Patents, Trademarks, Franchises, Royalty Agreements or Labor Contracts
We have no patents, trademarks, licenses, concessions, or labor contracts.
Research and Development Costs during the Last Two Years
We have not expended funds for research and development costs since inception.
Employees and Employment Agreements
Our only employee is our officer, Michael Noble. Mr. Noble currently devotes 8-12 hours per month to company matters and after receiving funding or a substantial increase in revenues he plans to devote as much time as the board of directors determines is necessary to manage the affairs of the Company. There are no formal employment agreements between the Company and our current employee.
Reports to Security Holders
We voluntarily make available an annual report including audited financials on Form 10-K to security holders. We file the necessary reports with the SEC pursuant to the Exchange Act, including but not limited to, reports on Form 8-K as necessary, annual reports on Form 10-K, and quarterly reports on Form 10-Q.
The public may read and copy any materials filed with the SEC at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other electronic information regarding the Company and filed with the SEC at http://www.sec.gov.
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Item 1A. Risk Factors
Not required for smaller reporting companies.
Item 2. Properties
We do not currently own or lease any property. The Company is currently provided with office space by our officer and director at no charge. The offices are located at Pampana 18, LaCruz, C.P. 63734, La Cruz de Huanacaxtle, Nayarit, Mexico. Management believes the current premises are sufficient for its needs at this time.
We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages.
Item 3. Legal Proceedings
We are not currently involved in any legal proceedings nor do we have any knowledge of any threatened litigation.
Item 4. Mine Safety Disclosures
None.
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Part II
Item 5. Market for Common Equity and Related Stockholder Matters
As of October 31, 2022, we had 120,000,000 shares of $0.001 par value common stock issued and outstanding held by 27 shareholders of record.
Our common stock is traded on the over-the-counter market and is listed on the OTC Pink tier of the OTC Marketplace under the symbol “NFTN”. For the periods indicated, the following table sets forth the high and low sales prices per share of common stock. The first reported trade in fiscal year 2021 occurred on May 28, 2021. The prices set forth in the table below may not be an accurate indicator of the value of the Company’s shares as there is no established active trading market for the shares. These prices may represent inter-dealer quotations and do not reflect retail markup, markdown or commissions and may not necessarily represent actual transactions.
Year ended October 31, 2021 |
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November 1, 2020 to January 31, 2021 |
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| 0.00 |
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February 1, 2021 to April 30, 2021 |
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| 0.00 |
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| 0.00 |
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May 1, 2021 to July 31, 2021 |
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| 3.25 |
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| 1.07 |
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August 1, 2021 to October 31, 2021 |
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| 1.32 |
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| 0.82 |
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Year ended October 31, 2022 |
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November 1, 2021 to January 31, 2022 |
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| 3.50 |
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| 0.82 |
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February 1, 2022 to April 30, 2022 |
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| 7.01 |
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| 0.51 |
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May 1, 2022 to July 31, 2022 |
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| 5.01 |
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| 0.15 |
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August 1, 2022 to October 31, 2022 |
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| 0.51 |
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| 0.05 |
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The OTC Pink Tier of the OTC Marketplace is a regulated quotation service that displays real-time quotes, last sale prices and volume information in OTC securities. The OTC is not an issuer listing service, market or exchange. Although the OTC market does not have any listing requirements per se, to be eligible for quotation on the OTC market, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTC market that become delinquent in their required filings will be removed following a grace period if they do not make their required fling during that time.
Penny Stock Rules
The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).
A purchaser is purchasing penny stock which limits the ability to sell the stock. Our shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which:
- | contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading; |
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- | contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended; |
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- | contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” price for the penny stock and the significance of the spread between the bid and ask price; |
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- | contains a toll-free telephone number for inquiries on disciplinary actions; |
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- | defines significant terms in the disclosure document or in the conduct of trading penny stocks; and |
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- | contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation; |
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:
- | the bid and offer quotations for the penny stock; |
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- | the compensation of the broker-dealer and its salesperson in the transaction; |
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- | the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and |
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- | monthly account statements showing the market value of each penny stock held in the customer’s account. |
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those 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 acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.
Dividends
We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the board of directors considers relevant.
Section Rule 15(g) of the Securities Exchange Act of 1934
The Company’s shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser’s written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.
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Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as “bid” and “offer” quotes, a dealers “spread” and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.
Securities authorized for issuance under equity compensation plans
We do not have any equity compensation plans and accordingly we have no securities authorized for issuance there under.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
We did not purchase any of our shares of common stock or other securities during the year ended October 31, 2022.
Item 6. Selected Financial Data
Not required for smaller reporting companies.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
For the years ended October 31, 2022 and 2021, we had no income and incurred $36,470 and $15,739, respectively, in professional fees. The increase in professional fees was due to the fees incurred to bring the Company current in its filings with the Securities and Exchange Commission. The Company had an increase of $36,470 in liabilities the year ended October 31, 2022 compared with October 31, 2021. This increase was primarily due to funds loaned to the Company by shareholders for operating expenses.
The following table provides selected financial data about our company for the years ended October 31, 2022 and 2021.
Balance Sheet Data: |
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Cash |
| $ | - |
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Total assets |
| $ | - |
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Total liabilities |
| $ | 116,363 |
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| $ | 79,893 |
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Stockholders’ deficit |
| $ | (116,363 | ) |
| $ | (79,893 | ) |
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Liquidity and Capital Resources
Our cash balance at October 31, 2022 was $0, with $10,201 in accounts payable, $99,418 in loans payable to shareholders and $6,744 in loans payable to a related party. If we experience a shortage of funds in the next twelve months, we may utilize additional funds from our sole officer and director, Michael Noble, who has agreed to advance funds for operations. However, he has no formal commitment, arrangement or legal obligation to advance or loan funds to us.
Plan of Operation
Our current cash balance is $0, which is not sufficient to cover the expenses we will incur during the next twelve months. We are a start-up company and have generated $3,918 in revenue from inception to October 31, 2022. We have sold $60,000 in equity securities to pay for our start-up operations.
Our auditor has issued a going concern opinion. 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.
Our plan of operation for the fiscal year 2023 will be on pursuing other business opportunities. We anticipate spending $10,000 on professional fees, including fees payable for complying with reporting obligations, $5,000 in general administrative costs and $1,500 in working capital. Total expenditures over the next 12 months are therefore expected to be approximately $16,500.
Current management and shareholders will provide funds to pay the costs of compliance to remain current in the Company’s filings with the Securities and Exchange Commission until such a time as the Company generates revenue to fund operations.
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).
Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were as follows:
(i) Going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business;
(ii) Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.
These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.
Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.
Actual results could differ from those estimates.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Going Concern
Our auditor has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. There is no assurance we will ever reach that point.
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Item 8. Financial Statements
NFiniTi inc.
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS
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Report of Independent Registered Public Accounting Firm (Firm ID |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
NFiniTi inc.
Carson City, Nevada
Opinion on the Financial Statements
We have audited the accompanying balance sheets of NFiniTi inc. (formerly known as American Oil & Gas, Inc.) (the Company) as of October 31, 2022 and 2021, and the related statements of operations, change in stockholders’ 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 October 31, 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 recurring losses and has no 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 4. 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 2020.
February 14, 2023
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NFiniTi inc.
Balance Sheets
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ASSETS |
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Current Liabilities |
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Accounts Payable |
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Loans Payable - Shareholders |
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Loan Payable - Related Party |
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| Commitments and Contingencies |
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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 Liabilities and Stockholders' Deficit |
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The Accompanying Notes are an Integral Part of These Financial Statements
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NFiniTi inc.
Statements of Operations
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Revenues |
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Expenses |
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Professional Fees |
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Net Loss |
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Net Loss Per Basic and |
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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.
Statements of Changes in Stockholders' Deficit
For the years ended October 31, 2022 and 2021
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| ||||||||
|
| Shares |
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| Amount |
|
| Capital |
|
| Deficit |
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| Deficit |
| |||||
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|
|
| |||||
Balance, October 31, 2020 |
|
|
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||
|
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|
Net loss, year ended October 31, 2021 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| ( | ) |
|
|
|
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|
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|
Balance, October 31, 2021 |
|
|
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||
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|
Net loss, year ended October 31, 2022 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
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Balance, October 31, 2022 |
|
|
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||
The Accompanying Notes are an Integral Part of These Financial Statements
| F-4 |
| Table of Contents |
NFiniTi inc.
Statements of Cash Flows
|
| Year ended |
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| Year ended |
| ||
|
| October 31, 2022 |
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| October 31, 2021 |
| ||
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| ||
| CASH FLOWS FROM OPERATING ACTIVITIES |
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| ||
| Net loss |
| $ | ( | ) |
| $ | ( | ) |
| Adjustments to reconcile net loss to net cash used in 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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| ( | ) |
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| ( | ) |
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| CASH FLOWS FROM INVESTING ACTIVITIES |
|
| - |
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| - |
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| CASH FLOWS FROM FINANCING ACTIVITIES |
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Proceeds from related party loans |
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| |||
Proceeds from shareholder loans |
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| |
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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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| $ |
| ||
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| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
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| Cash paid for: |
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| Interest |
| $ |
|
| $ |
| ||
| Income Taxes |
| $ |
|
| $ |
| ||
The Accompanying Notes are an Integral Part of These Financial Statements
| F-5 |
| Table of Contents |
NFiniTi inc.
Notes to Financial Statements
For the Years Ended October 31, 2022 and 2021
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.
The Company is in the exploration stage. The Company currently does not operate any properties. The Company has not commenced any exploration activities.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The Company’s financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).. The Company has elected an October 31, year-end.
Basic Earnings (loss) Per Share
In accordance with ASC 260, “Earnings Per Share,” 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 US GAAP 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 account payable, loans payable – shareholders and loan payable – related party 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 in accordance with ASC 740, “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.
| F-6 |
| Table of Contents |
NFiniTi inc.
Notes to Financial Statements
For the Years Ended October 31, 2022 and 2021
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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 2022 and prior. Based on evaluation of the 2021 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, 2022 and 2021, the Company has not recognized any tax benefits since inception.
Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. We had no accrual for interest or penalties on our balance sheets at October 31, 2022 or 2021, and have not recognized interest and/or penalties in the statement of operations for the years ended October 31, 2022 or 2021.
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 compensation expense is recorded over the requisite service period, which is typically the vesting period.
Reclassification
As of October 31, 2021, $
| F-7 |
| Table of Contents |
NFiniTi inc.
Notes to Financial Statements
For the Years Ended October 31, 2022 and 2021
NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS
The Company has evaluated all the recent accounting pronouncements through the date the financial statements were issued and believes that none of them will have a material effect on the Company’s financial statements.
NOTE 4. 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 October 31, 2022 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 5. RELATED PARTY TRANSACTIONS
As of October 31, 2022 and 2021, $
NOTE 6. INCOME TAXES
Income Taxes
a) | The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended October 31, 2022 and 2021 |
| F-8 |
| Table of Contents |
NFiniTi inc.
Notes to Financial Statements
For the Years Ended October 31, 2022 and 2021
NOTE 6. INCOME TAXES AND NET OPERATING LOSSES (Continued)
|
| 2022 |
|
| 2021 |
| ||
|
|
|
|
|
|
| ||
Net (loss) before income taxes |
| $ | ( | ) |
| $ | ( | ) |
Adjusted net loss for tax purposes |
|
| ( | ) |
|
| ( | ) |
Statutory rate |
|
| % |
|
| % | ||
|
|
|
|
|
|
|
|
|
Income tax benefit |
|
| ( | ) |
|
| ( | ) |
Change in valuation allowance |
|
|
|
|
|
| ||
Provision for income taxes |
| $ | - |
|
| $ | - |
|
b) | Deferred Income Tax Assets
Deferred taxes are provided on a liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. |
-
c) | Cumulative Non-Capital Losses | |
|
|
|
|
| At October 31, 2022, |
|
|
|
|
| Due to change in ownership provisions of the Tax Reform Act of 1986, net operation loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years. |
|
|
|
|
| The Company had no accruals for interest and tax penalties at October 31, 2022 and 2021. |
|
|
|
|
| The Company does not expect the amount of unrecognized tax benefits to materially change within the next twelve months. |
|
|
|
|
| The Company is required to file income tax returns in the U.S. and the state of Nevada. |
NOTE 7. STOCKHOLDERS’ DEFICIT
The stockholders’ deficit section of the Company contains the following classes of capital stock as of October 31, 2022 and October 31, 2021:
Common stock, $
| F-9 |
| Table of Contents |
NFiniTi inc.
Notes to Financial Statements
For the Years Ended October 31, 2022 and 2021
NOTE 7. STOCKHOLDERS’ DEFICIT (continued)
NOTE 8. SUBSEQUENT EVENTS
The Company has evaluated events subsequent to the date these financial statements were issued to assess the need for potential recognition or disclosure in this report. Based upon this evaluation, it was determined that no subsequent events occurred that require recognition or disclosure in the financial statements.
| F-10 |
| Table of Contents |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer (our president), we have conducted an evaluation of the effectiveness of the 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 of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective such that the material information required to be included in our Securities and Exchange Commission reports was not accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to our company, particularly during the period when this report was being prepared.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.
Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
| 12 |
| Table of Contents |
Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.
A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
Under the supervision and with the participation of our president, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of October 31, 2022, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 2013 (COSO). Based on our evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the evaluation date due to the factors stated below.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of evaluation date and identified the following material weaknesses:
Insufficient Resources: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.
Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.
Lack of Audit Committee & Outside Directors on the Company’s Board of Directors: We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.
Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future.
Management, including our president, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.
Changes in Internal Controls Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter for our fiscal year ended October 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
| 13 |
| Table of Contents |
PART III
Item 10. Director and Executive Officer
The name, age and title of our executive officers/directors at the date of this report is as follows:
Name & Address |
| Age |
|
| Position |
| Date First Elected |
| Term Expires |
| |
|
|
|
|
|
|
|
|
|
|
| |
Michael Noble |
| 68 |
|
| President, |
| 10/30/20 |
| 10/31/23 |
| |
Pampana 18 |
|
|
|
|
| Secretary, |
|
|
|
|
|
La Cruz, C.P. 63734 |
|
|
|
|
| Treasurer, |
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|
|
La Cruz de Huanacaxtle |
|
|
|
|
| CEO, CFO & |
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|
Nayarit, Mexico |
|
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| Director |
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|
|
|
The foregoing person is a promoter of the Company, as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified.
Michael Noble currently devotes 2-3 hours per week to company matters, in the future he intends to devote as much time as the board of directors deems necessary to manage the affairs of the Company.
No executive officer or director of the corporation has been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting him from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.
No executive officer or director of the corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending.
Background Information
Michael Noble is currently the co-owner of Tequila Pharmacy, located in Bucerias, Mexico from February 2018 until present. Tequila Pharmacy currently runs two tequila stores specializing in small batch Tequila and Mezcal. From August 2013 to December 2017 he was the owner of Bignoblinski Green Cross Pharmacy, a medical marijuana company located in Bangkok, Thailand. From December 2006 until March 2013 he was the sole officer and director of Lucky Strike Explorations Inc., a junior mining exploration company located in Bangkok, Thailand. From September 2005 until July 2013 he was a financial consultant for Theravitae, a stem cell research company and Global Satellite Broadcasting Corporation, Ltd., a flat screen advertising company, both located in Bangkok, Thailand. From July 2002 until September 2005 he was also co-founder and director of Zen-cool, a ginseng health drink company in Bangkok, Thailand. Prior to this he was an insurance and financial consultant with Prudential Insurance in Calgary, Canada.
| 14 |
| Table of Contents |
Code of Ethics
We do not currently have a code of ethics, because we have only limited business operations and only one officer and director, we believe a code of ethics would have limited utility. We intend to adopt such a code of ethics as our business operations expand and we have more directors, officers and employees.
Item 11. Executive Compensation
Our current officer receives no compensation. The current Board of Directors is comprised of Michael Noble. The following tables represent the time periods covered by this annual report through the year ended October 31, 2022 and the positions held by Mr. Noble at October 31, 2022.
SUMMARY COMPENSATION TABLE | ||||||||||||||||||||||||||||||||||
Name and Principal Position |
| Year |
| Salary |
|
| Bonus |
|
| Stock Awards |
|
| Option Awards |
|
| Non- Equity Incentive Plan Compen-sation |
|
| Change in Pension Value and Non-qualified Deferred Compen-sation Earnings |
|
| All Other Compen-sation |
|
| Total |
| ||||||||
Michael Noble, President, CEO & CFO |
| 2022 |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 2021 |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| 15 |
| Table of Contents |
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 (#) Unexercisable |
|
| 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 |
| |||||||||
Michael Noble, CEO & CFO |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
DIRECTOR COMPENSATION | ||||||||||||||||||||||||||||
Name |
| Fees Earned or Paid in Cash |
|
| Stock Awards |
|
| Option Awards |
|
| Non-Equity Incentive Plan Compensation |
|
| Change in Pension Value and Nonqualified Deferred Compensation Earnings |
|
| All Other Compensation |
|
| Total |
| |||||||
Michael Noble, Director |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
There are no current employment agreements between the company and its executive officers. The officers have agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.
| 16 |
| Table of Contents |
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of October 31, 2022 of: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.
Title of Class |
| Name and Address of Beneficial Owner |
| Amount and Nature of Beneficial Ownership |
|
| Percentage of Common Stock(1) |
| ||
Common Stock |
| Michael Noble Pampana 18 La Cruz, C.P. 63734 La Cruz de Huanacaxtle Nayarit, Mexico |
|
| 64,800,000 |
|
|
| 54 | % |
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
| Officer/Director and Holders of More than 5% of Our Common Stock |
|
| 64,800,000 |
|
|
| 54 | % |
(1) | A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date of this report. As of the date of this report, there were 120,000,000 shares of our common stock issued and outstanding, 48,600,000 shares being held by the current officer and director. |
| 17 |
| Table of Contents |
Item 13. Certain Relationships and Related Transactions
As of October 31, 2022 and 2021, $6,744 and $4,991, respectively, was owed to the officer and director, Mr. Noble, from funds loaned by him to the Company. These advances are non-interest bearing with no specific terms of repayment. The Company received $1,753 and 4,991 from Mr. Noble during the years ended October 31, 2022 and 2021, respectively, and did not make any repayments.
We do not currently have any conflicts of interest by or among our current officer, director, key employee or advisors. We have not yet formulated a policy for handling conflicts of interest; however, we intend to do so prior to hiring any additional employees.
Item 14. Principal Accounting Fees and Services
The total fees charged to the Company by Pinnacle Accounting Group of Utah, for audit services, including quarterly reviews, were $6,000 and $10,500, for audit-related services were $0 and $0, for tax services were $0 and $0, and for other services were $0 and $0 for the years ended October 31, 2022 and 2021, respectively.
Pre-Approval Policies
Our board of directors approves the engagement of the auditor before the firm renders audit and non-audit services.
| 18 |
| Table of Contents |
PART IV
Item 15. Exhibits
The following exhibits are included with this filing:
Exhibit |
|
|
Number |
| Description |
|
|
|
| ||
| ||
| ||
| ||
101 |
| Interactive Data Files pursuant to Regulation S-T |
* Included in our Registration Statement of Form S-1 under Commission File Number 333-180164.
| 19 |
| Table of Contents |
Signatures
Pursuant to the requirements of Section 13(a) or 15(d) 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.. | ||
|
|
|
|
Date February 14, 2023 | By: | /s/ Michael Noble | |
|
| Michael Noble, Chief Executive Officer, |
|
|
| Chief Financial and Accounting Officer and |
|
|
| Director |
|
| 20 |