UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Commission file number 333-180164

Nevada

(State or other jurisdiction of incorporation or organization)

Pampana 18

La Cruz, C.P. 63734

La Cruz de Huanacaxtle

Nayarit, Mexico

(Address of principal executive offices, including zip code.)

+523 221984348

(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. Yes ☒     NONo ☐

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). Yes ☒     NONo ☐

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.

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). YESYes ☒     NONo ☐

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 120,000,000 shares as of June 20,September 7, 2023.

ITEM 1. FINANCIAL INFORMATION

NFiniTi inc.

Condensed Balance Sheets

(Unaudited)

The Accompanying Notes are an Integral Part of These Condensed Unaudited Financial Statements

NFiniTi inc.

Condensed Statements of Operations

(Unaudited)

The Accompanying Notes are an Integral Part of These Condensed Unaudited Financial Statements

NFiniTi inc.

Condensed Statements of Changes in Stockholders' Deficit

(Unaudited)

The Accompanying Notes are an Integral Part of These Unaudited Financial Statements

NFiniTi, inc.

Condensed Statements of Cash Flows

(Unaudited)

The Accompanying Notes are an Integral Part of These Condensed Unaudited Financial Statements

NFiniTi inc.

Notes to Condensed Financial Statements

April 30,July 31, 2023

(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.

The Company is in the exploration stage and currently does not operate any properties. The Company has not commenced any exploration activities.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended October 31, 2022.

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 areis 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 principlesUS 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 cash, account payable, loans payable – related parties approximate their estimated fair value due to the short-term maturities of these financial instruments.

NFiniTi inc.

Notes to Condensed Financial Statements

April 30,July 31, 2023

(Unaudited)

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, “Income Taxes,” 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.as of July 31, 2023. Based on evaluation of the 2021 transactions and events through July 31, 2023, 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 endedJuly 31, 2023 and 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 April 30,July 31, 2023 or October 31, 2022, and have not recognized interest and/or penalties in the statement of operations for the during the sixnine months ended April 30,July 31, 2023 or the year ended October 31, 2022.

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.

NFiniTi inc.

Notes to Condensed Financial Statements

April 30,July 31, 2023

(Unaudited)

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 April 30,July 31, 2023 and has generated an accumulated deficit of $185,934.$190,342. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The Company is currently in the exploration stage with no operations and has minimal expenses, however, management believes that the Company’s current cash is insufficient to cover the expenses they will incur during the next twelve months in a limited operations scenario or until it raises additional funding. The Company has depended upon loans from its president and shareholders for operating capital. As of April 30,July 31, 2023, the Company had a working capital deficit of $125,934$130,342 and $0 cash, compared to a working capital deficit of $116,363 and cash of $0 as of October 31, 2022.

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 April 30,July 31, 2023 and October 31, 2022, $6,744 is owed to Michael Noble, current president of the Company, from funds loaned by him to the Company and is non-interest bearing with no specific repayment terms. The Company received proceeds of $0 and $5,753 from Mr. Noble during the sixnine months ended April 30,July 31, 2023 and 2022, respectively, and made no repayments.

As of April 30,July 31, 2023 and October 31, 2022, $110,519$114,092 and $99,418 is owed to shareholders of the Company, from funds loaned by them to the Company and is non-interest bearing with no specific repayment terms. The Company received proceeds of $11,101$14,674 and $23,139 from the shareholders during the sixnine months ended April 30,July 31, 2023 and 2022, respectively, and made no repayments.

The sole officer and director of the Company may, in the future, become involved in other business opportunities as they become available, he may face a conflict in selecting between the Company and his other business opportunities. The Company has not formulated a policy for the resolution on such conflicts.

NOTE 6. STOCKHOLDERS’ DEFICIT

The stockholders’ deficit section of the Company contains the following classes of capital stock as of April 30,July 31, 2023 and October 31, 2022:

Common stock, $0.001 par value: 450,000,000 shares authorized; 120,000,000 shares issued and outstanding.

NOTE 7. 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.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONOPERATION..

Forward Looking Statements

This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Results of Operations

We generated no revenue for the three- and six-monthnine-month periods ended April 30,July 31, 2023 and 2022.

We incurred operating expenses of $3,373$4,408 and $9,571$3,627 for the three-month periods ended April 30,July 31, 2023 and 2022, respectively. The operating expenses were comprised of professional fees. The decreaseincrease was due to the Company being current in its filings with the SEC and no additional professional fees were required to bring the Company current as in previous periods.fees.

We incurred operating expenses of $9,571$13,979 and $29,067$32,694 for the six-monthnine-month periods ended April 30,July 31, 2023 and 2022, respectively. The operating expenses were comprised of professional fees. The decrease was due to the Company being current in its filings with the SEC and no additional professional fees were required to bring the Company current as in previous periods.

Our net loss for the three months ended April 30,July 31, 2023 and 2022 was $3,373$4,408 and $10,549,$3,627, respectively. Our net loss for the sixnine months ended April 30,July 31, 2023 and 2022 was $9,571$13,979 and $29,067,$32,694, respectively.

Liquidity and Capital Resources

Our cash balance at April 30,July 31, 2023 was $0, with $8,671$9,506 in accounts payable, $110,519$114,092 in loans payable to shareholders, and $6,744 in loans payable to the Company’s sole officer and director, Michael Noble. If we experience a shortage of funds in the next twelve months, we may utilize additional funds from Mr. Noble, and our major shareholder, Robert Gelfand, 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 $11,101$14,674 and $28,892 during the sixnine months ended April 30,July 31, 2023 and 2022, respectively.

Net cash used in investing activities was $0 during the sixnine months ended April 30,July 31, 2023 and 2022.

Net cash provided by financing activities was $11,101$14,674 and $28,892 during the sixnine months ended April 30,July 31, 2023 and 2022, respectively.

Plan of Operation

We are an exploration stage company with no revenues and a short operating history. Our independent auditor has issued an audit opinion on our October 31, 2022 financial statements that includes a statement expressing substantial doubt as to our ability to continue as a going concern.

Our focus for the fiscal year ending October 31, 2023 will be on pursuing other business opportunities to increase shareholder value.

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.

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, 2022 financial statements. The continuation of the Company is dependent upon the continued financial support from our shareholders, our ability to obtain necessary equity financing to continue operations and the attainment of profitable operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required under Rule 12b-2 of the Securities Exchange Act of 1934 for “smaller reporting companies.”

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Management maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of April 30,July 31, 2023.

Based on that evaluation, management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Changes in Internal Controls over Financial Reporting

As of the end of the period covered by this report, thereThere have been no changes in the internal controls over financial reporting during the quarter ended April 30,July 31, 2023, 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.

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,July 31, 2023.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEMITEM 5. OTHER INFORMATION

None.

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:

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.