SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 3

TO

SCHEDULE 14C

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

Check the appropriate box:

☒	Preliminary Information Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
☐	Definitive Information Statement

NFINITI INC.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box)

☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1)	Title of each class of securities to which transaction applies:
2)	Aggregate number of securities to which transaction applies:
3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
4)	Proposed maximum aggregate value of transaction:
5)	Total fee paid:
☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1)	Amount Previously Paid:
2)	Form, Schedule or Registration Statement No.:
3)	Filing Party:
4)	Date Filed:

NFINITI INC.

80 W. Liberty Street, Suite 880

Reno, Nevada 89501

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

This Information Statement is first being furnished on or about  May ___, 2025 to the holders of record as of the close of business on  May ___, 2025, of the common stock of NFiniTi inc., a Nevada corporation (“NFiniTi”).

The Board of Directors of NFiniTi and 1 stockholder holding an aggregate of 330,000,000 shares of common stock issued and outstanding as of February 20, 2025, have approved and consented in writing in lieu of a special meeting of the Board of Directors and a special meeting of the stockholders to the following actions:

(1)	The approval of a 1-for-500 reverse stock split of the issued and outstanding shares of our common Stock; and
(2)	The approval of an Amendment to our Articles of Incorporation to change the name our company to Artisan Beverages, Inc.

Such approval and consent constitute the approval and consent of a majority of the total number of shares of outstanding common stock and are sufficient under the Nevada Revised Statutes (“NRS”) and NFiniTi’s Articles of Incorporation and Bylaws to approve the actions.  Accordingly, the actions will not be submitted to the other stockholders of NFiniTi for a vote, and this Information Statement is being furnished to stockholders to provide them with certain information concerning the action in accordance with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the regulations promulgated thereunder, including Regulation 14C.

ACTIONS BY BOARD OF DIRECTORS

AND

CONSENTING STOCKHOLDER

GENERAL

NFiniTi will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing. NFiniTi will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this Information Statement to the beneficial owners of NFiniTi’s common stock.

NFiniTi will only deliver one Information Statement to multiple security holders sharing an address unless NFiniTi has received contrary instructions from one or more of the security holders. Upon written or oral request, NFiniTi will promptly deliver a separate copy of this Information Statement and any future annual reports and information statements to any security holder at a shared address to which a single copy of this Information Statement was delivered, or deliver a single copy of this Information Statement and any future annual reports and information statements to any security holder or holders sharing an address to which multiple copies are now delivered.  You should direct any such requests to the following address:  NFiniTi inc., 80 W. Liberty Street, Suite 880, Reno, Nevada 89501, Attn: Brian Johnston, Chief Executive Officer.  Mr. Johnston may also be reached by telephone at (778) 372-9794.

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INFORMATION ON CONSENTING STOCKHOLDERS

Pursuant to NFiniTi’s Bylaws and the Nevada Revised Statutes (“NRS”), a vote by the holders of at least a majority of NFiniTi’s outstanding capital stock is required to effect the action described herein.  NFiniTi’s Articles of Incorporation, as amended, does not authorize cumulative voting.  As of the record date, NFiniTi had 450,000,000 shares of common stock issued and outstanding.  The voting power representing not less than 225,000,001 shares of common stock is required to pass any stockholder resolutions.  The consenting stockholder is the record and beneficial owner of 330,000,000 shares of common stock, which represents approximately 73.3% of the issued and outstanding shares of NFiniTi’s common stock.  Pursuant to Chapter 78.320 of the NRS, the consenting stockholders voted, with the Board of Directors, in favor of the actions described herein in a joint written consent, dated February 20, 2025.   No consideration was paid for the consent.  The consenting stockholders’ names, affiliation with NFiniTi, and their beneficial holdings are as follows:

Name	Beneficial Holder  and Affiliation	Shares Beneficially Held	Percentage
Summit Consumer Products Inc.	Greater than 10% holder of common stock	330,000,000 shares of common stock	73.3% (common stock)

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON

None.

PROPOSALS BY SECURITY HOLDERS

None.

DISSENTERS RIGHTS OF APPRAISAL

None.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

On February 10, 2025, NFiniTi entered into a Share Exchange Agreement (the “Share Exchange Agreement”), by and among NFiniTi, Artisan Beverages, Inc., a Delaware corporation (“Artisan Beverages”), and the holders of common shares of Artisan Beverages. The holders of the common stock of Artisan Beverages consisted of one stockholder, Summit Consumer Products Inc., a British Columbia corporation (“Summit Consumer Products”). Summit Consumer Products has 106 stockholders.  The agreements and transactions pursuant to the Share Exchange Agreement were consummated on February 13, 2025.

Under the terms and conditions of the Share Exchange Agreement, the Company offered and sold 15,788,578,500 shares of common stock in consideration for all the issued and outstanding shares in Artisan Beverages.  Prior to consummation of the Share Exchange Agreement, Summit Consumer Products, was Artisan Beverages’s sole stockholder, then being the beneficial holder of 100 shares of common stock, or 100%, of the issued and outstanding shares of Artisan Beverages.  The offer and sale of the 15,788,578,500 shares issued to Artisan Beverages under the Share Exchange Agreement represented 99.2% of the issued and outstanding shares of common stock of the Company.  Summit Consumer Products has 106 shareholders, six of whom are now beneficial holders of 5% or more of the issued and outstanding common stock of the Company.

Immediately prior to consummation of the Share Exchange Agreement, NFiniTi’s Articles of Incorporation authorized only 450,000,000 shares of common stock, and 120,000,000 shares of common stock were already issued and outstanding, leaving 330,000,000 shares authorized to issue to Summit Consumer Products, which is an insufficient number of share of common stock to complete the issuance of all 15,788,578,500 shares of common stock in consideration for all the issued and outstanding shares in Artisan Beverages.  The balance of shares of common stock outstanding and due to be issued to Summit Consumer Products under the Share Exchange Agreement is 15,458,578,500 (330,000,000 shares have already been issued).

Giving effect the 1-for-500 reverse stock split disclosed in this Information Statement on Schedule 14C, as amended, under the terms and conditions of the Share Exchange Agreement, NFiniTi will issue 30,917,157 shares to Summit Consumer Products (instead of 15,458,578,500).

The following table sets forth, as of February 28, 2025, certain information regarding the ownership of the Company’s capital stock by each director and executive officer of the Company, each person who is known to the Company to be a beneficial owner of more than 5% of any class of the Company’s voting stock, and by all officers and directors of the Company as a group.  Unless otherwise indicated below, to the Company’s knowledge, all persons listed below have sole voting and investing power with respect to their shares of capital stock, except to the extent authority is shared by spouses under applicable community property laws.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) and generally includes voting or investment power with respect to securities.  Shares of common stock subject to options, warrants or convertible securities exercisable or convertible within 60 days of February 28, 2025 are deemed outstanding for computing the percentage of the person or entity holding such options, warrants or convertible securities but are not deemed outstanding for computing the percentage of any other person, and is based on 450,000,000 shares of common stock issued and outstanding on a fully diluted basis, as of February 28, 2025.

Title of Class	Name and Address of Beneficial Owner (2)	Amount and Nature of Beneficial Ownership		Percent of Common Stock (1)
Common Stock	Summit Consumer Products Inc.		15,788,578,500 (6)		100.0	%
Common Stock	Brian Johnston (3)(5)		5,139,732,000		32.3	%
Common Stock	Michael Watler (5)		3,250,000,000		20.4	%
Common Stock	Travis Winczura (5)		1,535,845,000		9.6	%
Common Stock	Leah Murjiru (5)		1,419,036,000		8.9	%
Common Stock	Greg Darroch (5)		909,375,000		5.7	%
Common Stock	Laurie Darroch (5)		909,375,000		5.7	%
Common Stock	Neville Joanes (4)(5)		112,500			*
All directors and executive officers as a group (1 person)			5,139,844,500		32.3	%

(1)	As of February 10, 2025, we had 450,000,000 shares of common stock outstanding.
(2)	Unless otherwise noted, the address of each person listed is c/o NFiniTi inc., 80 W. Liberty Street, Suite 880, Reno, Nevada 89501
(3)	Appointed President, Secretary, Treasurer and director on February 7, 2025. 3,312,500,000 shares beneficially held by Verano Contracting Ltd., a British Columbia corporation, and 1,827,232,000 shares beneficially held by Tactical Funds Ltd., a British Columbia corporation. 1,535,845,000.
(4)	Appointed director on February 7, 2025.
(5)	Shares held directly by Summit Consumer Products, Inc., and reflect stockholder’s percentage ownership in Summit Consumer Products, Inc.
(6)	330,00,000 shares issued and 15,458,578,500 shares outstanding and due to be issued under the Share Exchange Agreement.  Giving effect the 1-for-500 reverse stock split disclosed in this Information Statement on Schedule 14C, as amended, under the terms and conditions of the Share Exchange Agreement, NFiniTi will issue 30,917,157 shares to Summit Consumer Products (instead of 15,458,578,500).

*Less than 1%

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EXECUTIVE COMPENSATION

The following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officers for the fiscal years ended December 31, 2024 and 2023:

Summary Compensation Table

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation  ($)		Nonqualified Deferred Compensation  ($)		All Other Compensation  ($)		Total ($)
Brian	2024		0		0		0		0		0		0		0		0
Johnston (1)	2023		0		0		0		0		0		0		0		0
Neville	2024		0		0		0		0		0		0		0		0
Joanes (2)	2023		0		0		0		0		0		0		0		0
Michael	2024		0		0		0		0		0		0		0		0
Noble (3)	2023		0		0		0		0		0		0		0		0

___________

(1)	Appointed President and Chief Executive Officer, Secretary, Treasurer and a Director on February 10, 2025.
(2)	Appointed Director on February 10, 2025.
(3)	Appointed President and Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and a Director on October 30, 2020; resigned from all such positions on February 10, 2025.

Employment Agreements

We have no employment agreement with any person.

Stock Option Grants

The following table sets forth stock option grants and compensation for the fiscal year ended December 31, 2024:

	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 ($)
Brian Johnston (1)		-0-		-0-		-0-	$	-0-		N/A		-0-		-0-		-0-		-0-
Neville Joanes (2)		-0-		-0-		-0-	$	-0-		N/A		-0-		-0-		-0-		-0-
Michael Noble (3)		-0-		-0-		-0-	$	-0-		N/A		-0-		-0-		-0-		-0-

___________ 

(1)	Appointed President and Chief Executive Officer, Secretary, Treasurer and a Director on February 10, 2025.
(2)	Appointed Director on February 10, 2025.
(3)	Appointed President and Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and a Director on October 30, 2020; resigned from all such positions on February 10, 2025.

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Option Exercises and Fiscal Year-End Option Value Table.

There were no stock options exercised by the named executive officers as of the end of the fiscal period ended December 31, 2024.

Other Compensation

There are no annuity, pension or retirement benefits proposed to be paid to officers, directors, or employees of our company in the event of retirement at normal retirement date as there was no existing plan as of the end of the fiscal period ended December 31, 2024, provided for or contributed to by our company.

Director Compensation

The following table sets forth director compensation for the fiscal year ended December 31, 2024:

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation($)		Total ($)
Brian Johnston (1)		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Neville Joanes (2)		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Michael Noble (3)		-0-		-0-		-0-		-0-		-0-		-0-		-0-

______________ 

(1)	Appointed President and Chief Executive Officer, Secretary, Treasurer and a Director on February 10, 2025.
(2)	Appointed Director on February 10, 2025.
(3)	Appointed President and Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and a Director on October 30, 2020; resigned from all such positions on February 10, 2025.

Securities Authorized for Issuance under Equity Compensation Plans

NFiniTi has no equity compensation plans

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CHANGE IN CONTROL

To the knowledge of management, there are no present arrangements or pledges of securities of NFiniTi which may result in a change in control of NFiniTi

NOTICE TO STOCKHOLDERS OF ACTION APPROVED BY CONSENTING STOCKHOLDER

The following action was taken based upon the unanimous recommendation of the Board of Directors and the written consent of the consenting stockholders:

I. ONE-FOR-FIVE HUNDRED REVERSE STOCK SPLIT

On February 20, 2025 the Board of Directors and the consenting stockholder adopted and approved a resolution to effect a reverse stock split of all issued and outstanding shares of common stock of NFiniTi, at a ratio one-for-five hundred (1:500) (the “Reverse Stock Split”). Under Rule 14c-2, promulgated pursuant to the Securities Exchange Act of 1934, as amended, the Reverse Stock Split shall be effective twenty (20) days after this Information Statement is mailed to stockholders of NFiniTi, which date we anticipate to be on or about March 31, 2025.

A table illustrating the impact of the Reverse Stock Split and resulting increase in authorized shares is as follows:

	Number of shares of common stock issued and outstanding		Number of shares of common stock authorized in Certificate of Incorporation		Number of shares of common stock authorized and reserved for issuance		Number of shares of common stock authorized but unreserved for issuance
Before Reverse Stock Split		450,000,000		450,000,000		-0-		-0-
After Reverse Stock Split		900,000		450,000,000		-0-		-0-

The Board of Directors also reserves the right, notwithstanding stockholder approval and without further action by stockholders, to not proceed with the Reverse Stock Split if the Board of Directors, in its sole discretion, determines that the Reverse Stock Split is no longer in our best interests and that of our stockholders.  The Board of Directors may consider a variety of factors in determining whether or not to implement the Reverse Stock Split, including, but not limited to, overall trends in the stock market, recent changes and anticipated trends in the per share market price of the common stock, business and transactional developments, and our actual and projected financial performance.

The reverse split will not change the number of authorized shares of common stock or the par value of NFiniTi’s common stock.  Except for any changes as a result of the treatment of fractional shares, each stockholder of NFiniTi will hold the same percentage of common stock outstanding immediately following the Reverse Stock Split as such stockholder held immediately prior to the split.

NFiniTi has no current plans, proposals or arrangements for the issuance of the shares that will result from the effective increase in the number of authorized shares that will result from the approved Reverse Stock Split.

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Purpose

The Board of Directors believed that it was in the best interests of NFiniTi to implement a Reverse Stock Split on the basis that the high number of issued and outstanding shares of common stock of NFiniTi would likely not appeal to brokerage firms and that when trading, the current projected per share price level of our common stock will reduce the effective marketability of our common stock because of the reluctance of many brokerage firms to recommend stock to their clients or to act as market-makers for issuers which have an excessive number of shares of common stock issued and outstanding.

Certain Risks Associated with the Reverse Stock Split

The Reverse Stock Split will have possible anti-takeover effects.

Management of NFiniTi may use the shares that will result from the effective increase in the number of authorized shares that will result from the approved Reverse Stock Split to resist a third-party transaction by, for example, diluting stock ownership of persons seeking to obtain control of NFiniTi.

There can be no assurance that the total projected market capitalization of NFiniTi’s common stock after the proposed Reverse Stock Split will be equal to or greater than the total projected market capitalization before the proposed Reverse Stock Split or that the price per share of NFiniTi’s common stock following the Reverse Stock Split will either exceed or remain higher than the current anticipated per share.

There can be no assurance that the market price per new share of NFiniTi common stock (the “New Shares”) after the Reverse Stock Split will rise or remain constant in proportion to the reduction in the number of old shares of NFiniTi common stock (the “Old Shares”) outstanding before the Reverse Stock Split.

Accordingly, the total market capitalization of NFiniTi’s common stock after the proposed Reverse Stock Split may be lower than the total market capitalization before the proposed Reverse Stock Split and, in the future, the market price of NFiniTi’s common stock following the Reverse Stock Split may not exceed or remain higher than the market price prior to the proposed Reverse Stock Split. In many cases, the total market capitalization of a company following a Reverse Stock Split is lower than the total market capitalization before the Reverse Stock Split.

There can be no assurance that the Reverse Stock Split will result in a per share price that will attract investors, and a decline in the market price for NFiniTi’s common stock after the Reverse Stock Split may result in a greater percentage decline than would occur in the absence of a Reverse Stock Split, and the liquidity of NFiniTi’s common stock could be adversely affected following a Reverse Stock Split.

The market price of NFiniTi’s common stock will also be based on NFiniTi’s performance and other factors, some of which are unrelated to the number of shares outstanding. If the Reverse Stock Split is effected and the market price of NFiniTi’s common stock declines, the percentage decline as an absolute number and as a percentage of NFiniTi’s overall market capitalization may be greater than would occur in the absence of a Reverse Stock Split. In many cases, both the total market capitalization of a company and the market price of a share of such company’s common stock following a Reverse Stock Split are lower than they were before the Reverse Stock Split. Furthermore, the liquidity of NFiniTi’s common stock could be adversely affected by the reduced number of shares that would be outstanding after the Reverse Stock Split.

NFiniTi’s common stock trades as a “penny stock” classification which limits the liquidity for NFiniTi’s common stock.

NFiniTi’s stock is subject to “penny stock” rules as defined in Rule 3a51-1, promulgated pursuant to the Securities Exchange Act of 1934, as amended. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. NFiniTi’s common stock is subject to these penny stock rules. Transaction costs associated with purchases and sales of penny stocks are likely to be higher than those for other securities. Penny stocks generally are equity securities with a price of less than U.S. $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).

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As a result, all brokers or dealers involved in a transaction in which NFiniTi’s shares are sold to any buyer, other than an established customer or “accredited investor,” must make a special written determination.  These Exchange Act rules may limit the ability or willingness of brokers and other market participants to make a market in our shares and may limit the ability of NFiniTi’s stockholders to sell in the secondary market, through brokers, dealers or otherwise.  NFiniTi also understands that many brokerage firms will discourage their customers from trading in shares falling within the “penny stock” definition due to the added regulatory and disclosure burdens imposed by these Exchange Act rules.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the common shares in the United States and stockholders may find it more difficult to sell their shares.  An orderly market is not assured or implied as to NFiniTi’s common stock.  Nor are there any assurances as to the existence of market makers or broker/dealers for NFiniTi’s common stock.

Principal Effects of the Reverse Stock Split

In addition to those risk factors noted above, the Reverse Stock Split will have the following effects:

General Corporate Changes  - 10 Old Shares and owned by a stockholder would be exchanged for 1 New Share and the number of shares of NFiniTi’s common stock issued and outstanding will be decreased proportionately based on the Reverse Stock Split. 

If approved and effected, the Reverse Stock Split will be effected simultaneously for all of NFiniTi’s issued and outstanding common stock.  While the intent is for the proposed reverse split to affect all of NFiniTi’s stockholders uniformly, the process of rounding up when any of NFiniTi’s stockholders own a fractional share will result in a non-material change in each stockholder’s percentage ownership interest in NFiniTi.

The Reverse Stock Split does not materially affect the proportionate equity interest in NFiniTi of any holder of common stock or the relative rights, preferences, privileges or priorities of any such stockholder.

Fractional Shares – Any fractional shares of common stock resulting from the reverse split will “round up” to the nearest whole number.  No cash will be paid to any holders of fractional interests in NFiniTi.

Authorized Shares – The reverse split will not change the number of authorized shares of common stock of NFiniTi, as stated in NFiniTi’s Articles of Incorporation, as amended. 

Accounting Matters – The Reverse Stock Split will not affect the par value of NFiniTi’s common stock.  As a result, as of the effective time of the Reverse Stock Split, the stated capital on NFiniTi’s balance sheet attributable to NFiniTi’s common stock will be increased proportionately based on the Reverse Stock Split ratio, and the additional paid-in capital account will be credited with the amount by which the stated capital is increased.  The per share net income or loss and net book value of NFiniTi’s common stock will be restated because there will be a lesser number shares of NFiniTi’s common stock outstanding. 

Procedure for Effecting the Reverse Stock Split and Exchange of Stock Certificates

Upon effectiveness of the Reverse Stock Split, each outstanding share of common stock of NFiniTi will automatically be converted on the effective date at the applicable Reverse Stock Split ratio. It will not be necessary for stockholders of NFiniTi to exchange their existing stock certificates.  

Certain of our registered holders of common stock may hold some or all of their shares electronically in book-entry form with our transfer agent. These stockholders do not have stock certificates evidencing their ownership of our common stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts. If a stockholder holds registered shares in book-entry form with our transfer agent, no action needs to be taken to receive post-reverse stock split shares or cash payment in lieu of any fractional share interest, if applicable. If a stockholder is entitled to post-Reverse Stock Split shares, a transaction statement will automatically be sent to the stockholder’s address of record indicating the number of shares of common stock held following the reverse stock split.

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Federal Income Tax Consequences of the Reverse Stock Split

The following is a summary of certain material federal income tax consequences of the Reverse Stock Split.  It does not purport to be a complete discussion of all of the possible federal income tax consequences of the Reverse Stock Split and is included for general information only.  Further, it does not address any state, local or foreign income or other tax consequences.  Also, it does not address the tax consequences to holders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, non-resident alien individuals, broker-dealers and tax-exempt entities.  The discussion is based on the provisions of the United States federal income tax law as of the date hereof, which is subject to change retroactively as well as prospectively.  This summary also assumes that the Old Shares were, and the New Shares will be, held as a “capital asset,” as defined in the Internal Revenue Code of 1986, as amended (i.e., generally, property held for investment).  The tax treatment of a stockholder may vary depending upon the particular facts and circumstances of such stockholder.  Each stockholder is urged to consult with such stockholder’s own tax advisor with respect to the tax consequences of the Reverse Stock Split.

No gain or loss should be recognized by a stockholder upon such stockholder’s exchange of Old Shares for New Shares pursuant to the Reverse Stock Split.  The aggregate tax basis of the New Shares received in the Reverse Stock Split (including any fraction of a New Share deemed to have been received) will be the same as the stockholder’s aggregate tax basis in the Old Shares exchanged therefor.  The stockholder’s holding period for the New Shares will include the period during which the stockholder held the Old Shares surrendered in the Reverse Stock Split.

TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, STOCKHOLDERS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF FEDERAL TAX ISSUES IN THIS INFORMATION STATEMENT IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON BY STOCKHOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON STOCKHOLDERS UNDER THE INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS INCLUDED HEREIN BY THE COMPANY IN CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) BY THE COMPANY OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) STOCKHOLDERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

NFiniTi’s view regarding the tax consequences of the Reverse Stock Split is not binding on the Internal Revenue Service or the courts.  Accordingly, each stockholder should consult with his or her own tax advisor with respect to all of the potential tax consequences to him or her of the Reverse Stock Split.

II.  AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY

On February 20, 2025 the Board of Directors the consenting stockholders adopted and approved a resolution to effect an amendment to our Articles of Incorporation to change our name from “NFiniTi inc.” to “Artisan Beverages, Inc.”

Effective Date

Under Rule 14c-2, promulgated pursuant to the Exchange Act, the name change shall be effective twenty (20) days after this Information Statement is mailed to stockholders of NFiniTi.  We anticipate the effective date to be on or about April 30, 2025.

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DESCRIPTION OF BUSINESS

The Company was incorporated on January 23, 2012, under the laws of the State of Nevada, under the name “American Oil and Gas Inc.”  The Company changed its name to “NFiniTi inc.” on December 30, 2021.  

Michael Noble has served as Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer and a director since October 30, 2020.  On February 10, 2025, Brian Johnston acquired approximately 5,139,732,000, or approximately 32.3%, of the issued and outstanding shares of common stock of the Company on such date.

Effective February 13, 2025, Brian Johnston was appointed as President, Secretary, and Treasurer and a Director of the Company, and Neville Joanes was appointed a director of the Company.   Effective February 13, 2025, Michael Noble resigned his offices as Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer, but remains as a director, with Messrs. Johnston and Joanes.

The Company does not have any current plans, arrangements, discussions or intentions, whether written or oral, to engage in a merger or acquisition with an identified or unidentified company or person to be used as a vehicle for a private company to become a reporting company.

From inception until November 24, 2021, 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 10, 2025, when we completed our reverse acquisition of Artisan Beverages, our business was to pursue other business opportunities to increase shareholder value.

Reverse Acquisition of Artisan Beverages

On February 10, 2025, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”), by and among the Company, Artisan Beverages, Inc., a Delaware corporation (“Artisan Beverages”), and the holders of common shares of Artisan Beverages. The holders of the common stock of Artisan Beverages consisted of 1 stockholder, Summit Consumer Products Inc., a British Columbia corporation (“Summit Consumer Products”). Summit Consumer Products has 106 stockholders.

Under the terms and conditions of the Share Exchange Agreement, the Company offered, sold and issued 15,788,578,500 shares of common stock in consideration for all the issued and outstanding shares in Artisan Beverages.  Summit Consumer Products, Artisan Beverages’s sole stockholder, is the beneficial holder of 100 shares of common stock, or 100%, of the issued and outstanding shares of Artisan Beverages.  The issuance of the 15,788,578,500 shares issued to Artisan Beverages under the Share Exchange Agreement represents 99.2% of the issued and outstanding shares of common stock of the Company.  Summit Consumer Products has 106 shareholders, six of whom are now beneficial holders of 5% or more of the issued and outstanding common stock of the Company.

Brian Johnston was the President and Chief Executive Officer of both Artisan Beverages and Summit Consumer Products.

Immediately prior to the closing of the transactions under the Share Exchange Agreement, Mr. Johnston was the beneficial holder of 20,558,928 shares of common stock, or 32.5%, of the issued and outstanding shares of common stock of Artisan Beverages.  Giving effect to the closing of the transactions under the Share Exchange Agreement, Mr. Johnston acquired 5,139,732,000 shares of common stock, or 32.2% beneficial ownership, of the Company, by virtue of his 32.5% beneficial ownership of Summit Consumer Products.  The remaining 105 common shareholders of Summit Consumer Products acquired 10,648,846,500 shares of common stock under the Share Exchange Agreement, by virtue of their aggregate of 67.5% beneficial ownership of Artisan Beverages.

As a result of the closing of the Share Exchange Agreement, Artisan Beverages is now a wholly-owned subsidiary of the Company. 

The share exchange transaction with Artisan Beverages was treated as a reverse acquisition, with Artisan Beverages as the acquiror and the Company as the acquired party. Unless the context suggests otherwise, when we refer in this Form 8-K to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of Artisan Beverages.

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Organization & Subsidiaries

We have one operating subsidiary, Artisan Beverages, Inc., a Delaware corporation.

Overview of Artisan Beverages

Our wholly owned subsidiary, Artisan Beverages was incorporated on June 5, 2023, in the Delaware.

The business of Artisan Beverages is now the principal business of the Company.  Artisan Beverages is a 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.

Business and Products

We plan to  manufacture, through third party facilities, and distribute several brands of alcoholic beverages.  We intend to own some beverage brands while managing other beverage brands.  Artisan Beverages is a 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. Additionally, Artisan owns the Tipsy Tails brand, which features a variety of canned cocktails. The company intends to initiate production in the eastern United States and Mexico, with plans for future expansion into Central America.

Artisan Beverages was originally incorporated in the State of Delaware for the purpose of acquiring the rights under a license agreement with TGI Friday’s Inc. (“TGI Friday’s”) for the right to use the TGI Friday’s brand in connection with manufacturing and selling certain beverages.  

Our license agreement with TGI Friday’s, grants us an exclusive license to manufacture, market, distribute and sell TGI Friday’s alcoholic beverages, including ready-to-drink malt and sugar brew alcohol-based beverages packaged for sale in traditional department, mid-tier and specialty stores, direct mail catalogs, mass merchant retail establishments, warehouse clubs, grocery stores, national drug store chains, and convenience stores.

Strategy

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.

Government Regulation and Approvals

We are not aware of any governmental regulations or approvals for any of our products. We do not believe that we are subject to any government regulations relating to the ownership and licensing of our intellectual property.

Employees

As of the date hereof, we have 1 non-employee officer, Brian Johnston, who operates our company. 

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DESCRIPTION OF PROPERTIES

Our executive offices are located at Artisan Beverages principal administrative offices are located at 80 W. Liberty Street, Suite 880, Reno, Nevada 89501, and our telephone number is (778) 372-9794.  We do not own any real estate or other physical properties.

LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings.

MARKET PRICE OF AND DIVIDENDS ON OUR COMMON EQUITY

AND RELATED STOCKHOLDER MATTERS

Market Information

Our shares of common stock are quoted on the over-the-counter markets, currently on the OTC Pink tier of the OTC Markets Group, Inc. (the “OTC Markets Group”), under the stock symbol “NFTN”.  As of May 1, 2025, the Company had 450,000,000 shares of common stock issued and outstanding.

Holders

As of May 1, 2025, there were approximately 131 holders of record of our common stock. This number does not include shares held by brokerage clearing houses, depositories or others in unregistered form.

Dividends

We have never declared or paid a cash dividend. Any future decisions regarding dividends will be made by our Board of Directors. We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Our Board of Directors has complete discretion on whether to pay dividends. Even if our Board of Directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the Board of Directors may deem relevant.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have in effect any compensation plans under which our equity securities are authorized for issuance.

Penny Stock Regulations

The Commission has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our common stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).

For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our common stock and may affect the ability of investors to sell their common stock in the secondary market.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Statements

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

Results of Operations

We generated no revenue for the three month periods ended January 31, 2025 and 2024.

We incurred operating expenses of $924 and $11,567 for the three-month periods ended January 31, 2025 and 2024, respectively. The operating expenses were comprised of professional fees. The decrease was due to fewer professional fees.

Our net loss for the three months ended January 31, 2024 and 2024 was $924 and $11,567, respectively.

Liquidity and Capital Resources

Our cash balance at January 31, 2025 was $0, with $9,495 in accounts payable, $140,482 in loans payable to shareholders, $643 in loans payable to unrelated parties and $6,744 in loans payable to the Company’s sole officer and director at the time, Michael Noble. If we experience a shortage of funds in the next twelve months, we may utilize additional funds from our officer and director, 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 $924 and $(13,108) during the three months ended January 31, 2025 and 2024, respectively.

Net cash used in investing activities was $0 during the three months ended January 31, 2025 and 2024.

Net cash provided by financing activities was $0 and $13,108 during the three months ended January 31, 2025 and 2024, respectively.

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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 10, 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 $25,000 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 $31,500.

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, 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.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no other changes to our independent registered public accountants within the past two fiscal years.

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ADDITIONAL INFORMATION

We are subject to the informational requirements of the Exchange Act, and in accordance therewith file reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q with the SEC. Copies of these documents can be obtained upon written request addressed to the SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C., 20549, at prescribed rates.  The SEC also maintains a web site on the Internet (http://www.sec.gov) where reports, proxy and information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System may be obtained free of charge.

STATEMENT OF ADDITIONAL INFORMATION

NFiniTi’s Annual Report on Form 10-K for the year ended December 31, 2024, and filed with the SEC on February 13, 2025; Current Report on Form 8-K filed with the SEC on February 13, 2025; and Quarterly Report on Form 10-Q for the quarter ended January 31, 2025, and filed with the SEC on March 18, 2025, have been incorporated herein by this reference.

NFiniTi undertakes to mail to each person, including any beneficial owner of such person, to whom a copy of this Information Statement has been delivered, a copy of any and all of the documents referred to above that have been or may be incorporated by reference herein other than exhibits to such documents (unless such exhibits are specifically incorporated by reference herein).

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Information Statement shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Information Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Information Statement.

COMPANY CONTACT INFORMATION

All inquiries regarding NFiniTi should be addressed to Brian Johnston, Chief Executive Officer, at NFiniTi’s principal executive offices, at:   NFiniTi inc., 80 W. Liberty Street, Suite 880, Reno, Nevada 89501.  Mr. Johnston may also be reached by telephone at (778) 372-9794.

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APPENDICES

The following documents are appended to this information statement:

Appendix	Description
Appendix A	Share Exchange Agreement, dated February 10, 2025, by and among NFiniTi inc., Artisan Beverages, Inc., a Delaware corporation (“Artisan Beverages”), and the holders of common stock of Artisan Beverages.
Appendix B	License Agreement, dated April 19, 2024, by and between TGI Friday’s Inc, a New York corporation, and Artisan Beverages, Inc., a Delaware corporation.
Appendix C	Consolidated Financial Statements of Artisan Beverages, Inc., a Delaware corporation, for the years ended October 31, 2024 and 2023.
Appendix D	Unaudited Pro Forma Combined Financial Information dated October 31, 2024, of NFiniTi inc. and its Wholly-Owned Subsidiary, Artisan Beverages Company Limited, a Delaware corporation.

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Appendix A

SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT is entered into as of February 10, 2025 (this “Agreement”), by and between Consumer Products Inc., British Columbia corporation (“Summit Consumer Products”) (the “Seller”), and NFiniTi inc., a Nevada corporation (the “Buyer”). Each party to this Agreement is referred to herein as a “Party,” and they are all referred to collectively as “Parties.”

W I T N E S S E T H:

WHEREAS, the Seller owns one hundred (100) shares (the “Shares”) of the common stock, par value $0.001 per share (the “Common Stock”), of Artisan Beverages, Inc., a Delaware corporation (the “Company”).

WHEREAS, the Seller desires to sell the Shares to the Buyer, and the Buyer desires to purchase the Shares from the Seller, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and of the mutual representations, warranties and agreements set forth herein, the Parties hereto agree as follows:

ARTICLE I

SALE AND PURCHASE OF SHARES

1.1 Incorporation of Recitals; Definitions. The provisions and recitals set forth above are hereby referred to and incorporated herein and made a part of this Agreement by reference.

1.2 Sale and Purchase of Shares. Subject to the terms and conditions of this Agreement, at the Closing, as full consideration for the sale, assignment, transfer and delivery of the Shares by the seller to the Buyer, the Buyer agrees shall issue to the Buyer an aggregate of 15,788,578,500 shares (the “Acquisition Shares”) of common stock of Buyer (the “Purchase Price”). On the Closing Date (as defined below), the Buyer shall surrender the certificate or certificates that immediately prior to the Closing representing the Shares to an exchange agent designated by Buyer in exchange for the Shares. In lieu of issuing the Acquisition Shares directly to Seller, and if so directed by Seller, Buyer shall issue to the shareholders of Seller the Acquisition Shares on a pro rata basis based upon their respective beneficial ownership interest in Summit Consumer Products, as certified by the President of Summit Consumer Products, at the Closing.

1.3 Closing. Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on February 13, 2025 (the “Closing Date”). On the Closing Date, the Seller shall deliver to the Buyer: (a) stock certificate(s) evidencing the Shares in negotiable form, duly endorsed in blank, or with stock transfer powers attached thereto (the “Share Certificates”); (b) resignations of the officers and directors of the Company and their written appointment of one or more persons designated by the Buyer as successor officers and directors; and (c) all corporate documents (minutes, resolutions, agreements and contracts), accounting records, financial statements, tax returns, bank accounts, check books, corporate seals, memorandum and articles and amendments, etc. of the Company. On the Closing Date, the Buyer shall deliver the Purchase Price for the purchase of the Shares in accordance with the terms and conditions of this Agreement.

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ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLER

Except as set forth under the corresponding section of the disclosure schedules (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof, the Seller hereby represents and warrants to the Buyer that now and as of the Closing:

2.1 Due Organization and Qualification; Subsidiaries; Due Authorization.

(a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted. The Company is duly qualified and in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any failure to qualify, which when taken together with all other failures to qualify, is not likely to have a material adverse effect on the business of the Company. The Company is not, and has never been, qualified to do business in any other state in the United States.

(b) The Company does not have, and has never had, any subsidiaries and does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity.

(c) The Seller is the record and beneficial owner of the Shares and has sole power and authority over the disposition of the Shares. The Shares are free and clear of any liens, claims, encumbrances, and charges. The Shares have not been sold, conveyed, encumbered, hypothecated or otherwise transferred by the Seller except pursuant to this Agreement. The Seller has the legal right to enter into and to consummate the transactions contemplated hereby and otherwise to carry out their obligations hereunder. This Agreement constitutes the valid and binding obligation of the Seller. The execution, delivery and performance by the Seller of this Agreement does not violate any contractual restriction contained in any agreement which binds or affects or purports to bind or affect the Seller. The Seller is not a party to any agreement, written or oral, creating rights in respect of any of the Shares in any third party or relating to the voting of the Shares. The Seller is not a party to any outstanding or authorized options, warrants, rights, calls, commitments, conversion rights, rights of exchange or other agreements of any character, contingent or otherwise, providing for the purchase, issuance or sale of any of the Shares, and there are no restrictions of any kind on the transfer of any of the Shares other than (a) restrictions on transfer imposed by the Securities Act of 1933, as amended (the “Securities Act”) and (b) restrictions on transfer imposed by applicable state securities or “blue sky” laws. The Seller acknowledges that the Seller has been advised that the Buyer or others may take various actions including actions which result in the Shares greatly increasing in value and that by executing this agreement, the Seller expressly waives any and all right to participate in any way in any such increase in value of the Shares.

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2.2 No Conflicts or Defaults. The execution and delivery of this Agreement by the Seller and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the Certificate of Incorporation or Bylaws of the Company or (b) with or without the giving of notice or the passage of time (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, contract, mortgage, indenture, guarantee, note, lease, instrument, commitment, accommodation, letter of credit, arrangement, understanding, permit or license, whether written or oral, to which a Seller or the Company is a party or by which a Seller or the Company is bound (each, a “Contract”), or any judgment, order or decree, or any federal, state, local, foreign or other statute, law, ordinance, rule or regulation to which a Seller or the Company is subject, (ii) result in the creation of, or give any party the right to create, any mortgage, security interest, lien, charge, easement, lease, sublease, covenant, option, claim, restriction or encumbrance or any other right or adverse interest (each, a “Lien”) upon any of the properties or assets of the Company, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any Contract to which a Seller or the Company is a party or by which the Company’s assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, a Seller or the Company is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

2.3 Capitalization. On the Closing Date, the authorized capital stock of the Company consists of 100 shares of Common Stock, par value $0.001 per share, of which 100 shares are, as of the date hereof, issued and outstanding (“Company Shares”). Disclosure Schedule 2.3 lists each of the stockholders of record, including the name of record, address and number of shares held by such stockholder. All of the Company Shares are duly authorized, validly issued, fully paid and nonassessable, and have not been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right, or any similar right of stockholders. The Company Shares are not, and the Shares are not and will not be as of the Closing, subject to any preemptive or subscription right. There is no outstanding voting trust agreement or other contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling the Company to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for the Common Stock of the Company, nor has the Company, or any of its agents orally agreed to issue any of the foregoing. There are no declared or accrued unpaid dividends with respect to any shares of the Company’s Common Stock. There are no agreements, written or oral, between the Company and any of its stockholders or among any stockholders relating to the acquisition (including without limitation rights of first refusal or preemptive rights), or disposition, or registration under the Securities Act or voting of the capital stock of the Company. There are no outstanding shares of Common Stock that are subject to vesting. The Company has no capital stock other than the Common Stock authorized, issued or outstanding.

2.4 Financial Matters. Except for its rights under that certain License Agreement, dated April 19, 2024, by and between the Company and TGI Friday’s Inc., a New York corporation (the TGI Friday’s License Agreement”), the Company does not have any (a) assets of any kind or (b) liabilities or obligations of any kind, whether secured or unsecured, accrued, determined, absolute or contingent, asserted or unasserted or otherwise, which are required to be reflected or reserved in a balance sheet or the notes thereto under U.S. generally accepted accounting principles, and which are not reflected in the Company Existing Financial Statements.

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2.5 Taxes. The Company has filed all United States federal, state, county, local and foreign, national, provincial and local returns and reports which were required to be filed on or prior to the Closing Date hereof in respect of all income, withholding, franchise, payroll, excise, property, sales, use, value-added or other taxes or levies, imposts, duties, license and registration fees, charges, assessments or withholdings of any nature whatsoever (together, “Taxes”), and has paid all Taxes (and any related penalties, fines and interest) which have become due pursuant to such returns or reports or pursuant to any assessment which has become payable, or, to the extent its liability for any Taxes (and any related penalties, fines and interest) has not been fully discharged, the same have been properly reflected as a liability on the books and records of the Company and adequate reserves therefor have been established. All such returns and reports filed on or prior to the date hereof have been properly prepared and are true, correct (and to the extent such returns reflect judgments made by the Company, as the case may be, such judgments were reasonable under the circumstances) and complete in all material respects. The amount shown on the Company’s most recent balance sheet in the Company Existing Financial Statements as provision for taxes is sufficient in all material respects to pay all accrued and unpaid federal, state, local and foreign taxes for the period then ended and all prior periods. No Tax Return or Tax Return liability of the Company has been audited or, is presently under audit. The Company has not given or been requested to give waivers of any statute of limitations relating to the payment of any Taxes (or any related penalties, fines and interest). There are no claims pending or, to the knowledge of the Seller, threatened, against the Company for past due Taxes. All payments for withholding taxes, unemployment insurance and other amounts required to be paid for periods prior to the date hereof to any governmental authority in respect of employment obligations of the Company, including, without limitation, amounts payable pursuant to the Federal Insurance Contributions Act, have been paid or shall be paid prior to the Closing and have been duly provided for on the books and records of the Company and in the Company Existing Financial Statements. All such amounts and penalties are set forth in the Company’s most recent balance sheet in the Company Existing Financial Statements.

2.6 Indebtedness; Contracts; No Defaults; Liabilities.

(a) The Company has no covenant, agreement, contract, mortgage, indenture, guarantee, note, lease, instrument, commitment, accommodation, letter of credit, arrangement, understanding, permit or license, whether written or oral, to which the Company is a party.

(b) Neither the Company, nor, to the Seller’ knowledge, any other person or entity, is in breach of, or in default under any Contract to which the Company is a party, and no event or action has occurred, is pending or is threatened, which, after the giving of notice, passage of time or otherwise, would constitute or result in such a breach or default by the Company or, to the knowledge of the Seller, any other person or entity. The Company has not received any notice of default under any Contract to which it is a party, which default has not been cured to the satisfaction of, or duly waived by, the party claiming such default on or before the date hereof.

(c) Other than the Company Liabilities in the amount of $190,452 disclosed in the Buyer’s audit of the Company, the Company does not have any obligations or liabilities of any nature (matured or unmatured, fixed or contingent).

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2.7 Assets. The Company does not own or lease any real property. The Company does not own or lease any assets or personal property.

2.8 Compliance.

(a) The Company is not conducting its respective business or affairs in violation of any applicable federal, state, local, foreign or other law, ordinance, rule, regulation, court or administrative order, decree or process, or any requirement of insurance carriers. The Company has not received any notice of violation or claimed violation of any such law, ordinance, rule, regulation, order, decree, process or requirement.

(b) The Company is in compliance with all applicable federal, state, local, foreign and other laws, rules and regulations. There are no claims, notices, actions, suits, hearings, investigations, inquiries or proceedings pending or, to the knowledge of the Seller, threatened against the Company, and there are no past or present conditions that the Seller or the Company has reason to believe may give rise to any liability or other obligations of the Company under any circumstances.

2.9 Permits and Licenses. The Company has all certificates of occupancy, rights, permits, certificates, licenses, franchises, approvals and other authorizations as are reasonably necessary to conduct its business and to own, lease, use, operate and occupy its assets, at the places and in the manner now conducted and operated. There are no claims, notices, actions, suits, hearings, investigations, inquiries or proceedings pending or, to the knowledge of the Seller, threatened against the Company, and there are no past or present conditions that the Seller or the Company has reason to believe may give rise to any liability or other obligations of the Company pertaining to the failure to obtain any material permit, certificate, license, approval or other authorization required by any federal, state, local or foreign agency or other regulatory body, the failure of which to obtain would materially and adversely affect its business.

2.10 Litigation.

(a) There are no claims, notices, actions, suits, hearings, investigations, inquiries or proceedings pending or, to the knowledge of the Seller, threatened, against or affecting the business of the Company, or challenging the validity or propriety of the transactions contemplated by this Agreement, and there are no past or present conditions that the Seller or the Company has reason to believe may give rise to any liability or other obligations of the Company, at law or in equity or admiralty or before any federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality, nor has any such claim, dispute, action, suit, proceeding or investigation been pending or threatened during the twelve (12) month period preceding the date hereof;

(b) There is no outstanding judgment, order, writ, ruling, injunction, stipulation or decree of any court, arbitrator or federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality, against or affecting the business of the Company; and

(c) The Company has not received any written or verbal inquiry from any federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality concerning the possible violation of any law, rule or regulation or any matter disclosed in respect of its business.

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2.11 Insurance. The Company does not currently maintain any form of insurance.

2.12 Certificate of Incorporation and Bylaws; Minute Books. Copies of the Company’s Certificate of Incorporation and its Bylaws have been provided to the Buyer. Such copies of the Certificate of Incorporation and Bylaws (or similar governing documents) of the Company, and all amendments to each as provided are true, correct and complete. The minute books of the Company as forwarded to the Buyer contain true, correct and complete records of all meetings and consents in lieu of meetings of its Board of Directors of the Company (and any committees thereof), or similar governing bodies, since the time of its organization. The stock books and the stockholder list of the Company as forwarded to the Buyer are true, correct and complete.

2.13 Employee Benefit Plans. The Company does not maintain, nor has the Company maintained in the past, any employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), or any plans, programs, policies, practices, arrangements or contracts (whether group or individual) providing for payments, benefits or reimbursements to employees, officers or consultants of the Company, former employees, officers or consultants of the Company, their beneficiaries and dependents under which such employees, officers or consultants, former employees, officers or consultants, their beneficiaries and dependents are covered through an employment relationship with the Company, any entity required to be aggregated in a controlled group or affiliated service group with the Company for purposes of ERISA or the Internal Revenue Code of 1986 (the “Code”), including, without limitation, under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA, at any relevant time.

2.14 Patents; Trademarks and Intellectual Property Rights. The Company does not own or possess any patents, trademarks, service marks, trade names, copyrights, mask-works, trade secrets, licenses, information, data, Internet web site(s) or proprietary rights of any nature. The business conducted by the Company has not and will not cause the Company to infringe or violate any of the patents, trademarks, service marks, trade names, copyrights, mask-works, licenses, trade secrets, processes, data, know-how or other intellectual property rights of any other person or entity. The Company owns the entire right, title and interest in and to, and has the exclusive perpetual royalty-free right to use, the Intellectual Property, free and clear of all Liens.

2.15 Environmental Matters. The Company has never: (i) operated any underground storage tanks at any property that the Company has at any time owned, operated, occupied or leased; or (ii) illegally released any material amount of any substance that has been designated by any Governmental Entity or by applicable federal, state, local, foreign or other law to be radioactive, toxic, hazardous or otherwise a danger to health or the environment, including, without limitation, asbestos, petroleum, and urea-formaldehyde and all substances listed as hazardous substances pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or defined as a hazardous waste pursuant to the United States Resource Conservation and Recovery Act of 1976, as amended, and the regulations promulgated pursuant to said laws, but excluding office and janitorial supplies properly and safely maintained. The Company, its business and its assets have been and are in compliance with all federal, state, local, foreign and other environmental laws, rules and regulations.

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2.16 Brokers. Neither the Company nor the Seller has agreed to or incurred any obligation or other liability that could be claimed against the Company, the Seller or the Buyer or any other person for any finder’s fee, brokerage commission or similar payment.

2.17 Affiliate Transactions. No officer, director, employee or other affiliate of the Company (or any of the relatives or affiliates of any of the aforementioned persons) is a party to any agreement, contract, commitment or transaction with the Company or affecting the business of the Company, or has any interest in any property, whether real, personal or mixed, or tangible or intangible, used in or necessary to the Company which will subject the Company to any liability or obligation from and after the Closing Date.

2.18 Disclosure Schedules. All lists or other statements, information or documents set forth in, or attached to any Disclosure Schedules provided pursuant to this Agreement or delivered hereunder shall be deemed to be representations and warranties by the Company with the same force and effect as if such lists, statements, information and documents were set forth herein. Any list, statement, document or any information set forth in, or attached to any Disclosure Schedules provided pursuant to this Agreement or delivered hereunder shall not be deemed to constitute disclosure for the purposes of any other Disclosure Schedules provided pursuant to this Agreement unless specific cross reference is made and shall survive after the Closing.

2.19 Representations and Warranties. The representations and warranties of the Seller included in this Agreement and any list, statement, document or information set forth in, attached to any Disclosure Schedules and Exhibits provided pursuant to this Agreement or delivered hereunder, are true and complete in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated herein or therein or necessary to make the statements contained herein or therein not misleading, under the circumstance under which they were made and shall survive after the Closing as set forth herein.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer hereby represents and warrants to the Seller that now and as of the Closing:

3.1 Authority Relative to this Agreement. The Buyer has the requisite power and authority to enter into this Agreement and carry out its obligations hereunder. This Agreement has been duly and validly executed and delivered by the Buyer and constitutes a valid and binding obligation of the Buyer, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

3.2 Buyer Representation Regarding the Securities. The Buyer understands that the Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and the Buyer is acquiring the Shares as principal for its own account and not with a view to or for distributing or reselling the Shares or any part thereof, has no present intention of distributing any of the Shares and has no arrangement or understanding with any other persons regarding the distribution of the Shares (this representation and warranty not limiting the Buyer’s right to sell the Shares in compliance with applicable federal and state securities laws).

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3.3 Experience of the Buyer. The Buyer, either alone or together with its representatives, have such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. The Buyer is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment.

3.4 General Solicitation. The Buyer is not receiving the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

3.5 Buyer Common Stock. As of February 9, 2025, Issuer has:

(a) authorized capital stock which consists of 450,000,000 shares of common stock, par value $0.001 per share, of which 120,000,000 shares of common stock are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. No shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by Issuer; and

(b) no outstanding warrants to purchase shares of common stock; and

The Acquisition Shares, when issued in connection with this Agreement and the other Transactional Agreements, will be duly authorized, validly issued, fully paid and nonassessable. Buyer agrees and covenants to Seller to issue to Seller any Acquisition Shares as promptly as possible after the Closing Date that remain unissued in full payment of the Purchase Price to Seller.

3.6 SEC Documents. The Buyer makes reference to all documents filed by the Company with the United States Securities and Exchange Commission (the “SEC”), as posted on the SEC’s website, www.sec.gov: (collectively, the “SEC Documents”). The SEC Documents constitute all of the documents and reports that the Company was required to file with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder by the SEC. The financial statements together with the notes thereto, included in the SEC Documents (all such statements being referred to collectively as the “Company Existing Financial Statements”), have been prepared in accordance with U.S. generally accepted accounting principles applied on a basis consistent throughout all periods presented. These Company Existing Financial Statements present fairly the financial position of the Company as of the dates and for the periods indicated. The books of account and other financial records of the Company have been maintained in accordance with applicable legal and accounting requirements (including U.S. generally accepted accounting principles) and the Company Existing Financial Statements are consistent with such books and records.

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(a) Since the date of the latest Company Existing Financial Statements, (the “Most Recent Date”), there has been no material adverse change in the condition, financial or otherwise, net worth, prospects or results of operations of the Company. Without limiting the foregoing, since the Most Recent Date:

(i) the Company has not sold, leased, transferred or assigned any of its assets, tangible or intangible, other than in the ordinary course of business;

(ii) the Company has not entered into any Contract;

(iii) no party (including the Company) has accelerated, terminated, modified or canceled any Contract to which the Company is a party or by which the Company or its assets are bound;

(iv) the Company has not made any capital expenditure (or series of related capital expenditures) of whatever nature;

(v) the Company has not made any capital investments in, any loans to, or any acquisitions of the securities or assets of any other person (or a series of related capital investments, loans and acquisitions);

(vi) declared or paid any dividends or made any other distribution to its stockholders whether or not upon or in respect of any shares of its capital stock;

(vii) redeemed or otherwise acquired any shares of its capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto;

(viii) the Company has not issued any notes, bonds or other debt securities, or created, incurred, assumed or guaranteed any Liens, liabilities, obligations or indebtedness for borrowed money or capitalized lease obligation;

(ix) the Company has not canceled, compromised, waived or released any right or claim (or series of related rights and claims) or material indebtedness;

(x) the Company has not made any loans to, or entered into any other transactions with, any of its directors, officers, or employees;

(xi) the Company has not hired any employees or consultants; and

(xii) the Company has not committed to do any of the foregoing.

ARTICLE IV

COVENANTS

4.1 Resignation and Appointment of the Company’s Officers and Directors. Effective as of the Closing Date, (a) the Seller will cause the Company’s officers to resign and be duly replaced by the Buyer’s designees; and (b) the Seller will cause the Company’s directors to resign and be duly replaced by Buyer’s designees. The Seller shall deliver to the Buyer written resignations, effective as of the Closing Date, of the officers and directors of the Company.

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4.2 Cooperation and Exchange of Information with regard to SEC Filings. The Seller shall provide the Buyer with such cooperation and information as the Buyer reasonably may request of the Seller in filing any document with the SEC or the Financial Industry Regulatory Authority, Inc. on behalf of the Company relating to any period occurring on or prior to the Closing Date, including any schedule or attachment thereto, and including any amendment.

4.3 Cooperation and Exchange of Information with regard to Taxes. The Seller shall provide the Buyer with such cooperation and information as the Buyer reasonably may request of the Seller in filing any tax return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof of the Company and in connection with any audit or other proceeding in respect of Taxes of the Company. Such cooperation and information shall include providing copies of relevant tax returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. The Seller shall deliver all tax returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company for any taxable period beginning before the Closing Date to the Buyer.

4.4 No Inconsistent Action. Neither the Seller nor the Buyer will take any action which is inconsistent with their respective obligations under this Agreement.

ARTICLE V

DELIVERIES & CONDITIONS

5.1 Items to be delivered to the Buyer at the Closing by the Seller. The Buyer’s obligation to purchase the Shares hereunder is conditioned on the following closing conditions and deliveries:

(a) Delivery by the Seller of the following:

(i) The Company’s Certificate of Incorporation and amendments thereto, Bylaws and amendments thereto;

(ii) All minutes and resolutions of the Board of Directors of the Company and of the stockholders (and meetings of stockholders) in possession of the Company;

(iii) Stockholder list of the Company, listing the names of record, addresses and number of shares held as of the Closing Date, certified by the Company’s transfer agent;

(iv) All books and records of the Company; all financial books, records and statements of the Company, and all Tax Returns, schedules and work papers, records and other documents relating to the Tax matters of the Company;

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(v) A duly executed copy of this Agreement;

(vi) The Disclosure Schedules and Exhibits hereto;

(vii) Letters of resignation from the Company’s current officers and directors to be effective upon the Closing and confirming that they have no claim against the Company in respect of any outstanding remuneration or fees of whatever nature to be effective upon the Closing and after the appointments, with the resignation of the directors to take effect on the Closing Date;

(viii) Executed board resolutions authorizing and approving the actions to be performed by the Company hereunder and appointing designees of the Buyer as members of the Board of Directors or officers of the Company as set forth in Exhibit A;

(ix) A certificate, executed by the Seller as of the Closing Date, certifying (1) to the fulfillment of all of the conditions to the Buyer’s obligations under this Agreement, (2) that each of the representations and warranties of the Seller as set forth in Article 2 of this Agreement is true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date and (3) as to the Certificate of Incorporation and Bylaws of the Company, as in effect on and as of the Closing Date.

(x) The Share Certificates;

(xi) Good standing and existence certificates for the Company from the State of Nevada;

(xii) An instruction letter issued by the Company to the Company’s transfer agent authorizing and instructing the transfer of the Shares from the Seller to the Buyer pursuant to this Agreement and the signed instruments of transfer for the Share Certificates and any other documents or legal opinions by the Company’s legal counsel required for the transfer of the Shares; and

(xiii) Any other document listed in Section 1.3 or reasonably requested by the Buyer that the Buyer deems necessary for the consummation of this transaction.

(b) The Buyer is satisfied with its due diligence investigation of the Company, in its sole discretion;

(c) The Buyer’s designees for the officer and director positions of the Company shall have been duly appointed; and

(d) The representations and warranties set forth in Article 2 of this Agreement shall be true and correct in all material respects.

5.2 Items to be delivered at the Closing by Buyer. The Seller’s obligations to sell the Shares hereunder is conditioned on the following closing conditions and deliveries by the Buyer:

(a) A duly executed copy of this Agreement;

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(b) The Disclosure Schedules and Exhibits hereto;

(c) An authorized officer of the Buyer shall deliver to the Seller at the Closing a certificate certifying that each of the representations and warranties of the Buyer as set forth in Section 3 of this Agreement is true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date;

(d) Any other document reasonably requested by the Seller that he deems necessary for the consummation of this transaction; and

(e) The Purchase Price.

ARTICLE VI

INDEMNIFICATION

6.1 Indemnification.

(a) Obligation of the Seller to Indemnify. The Seller, jointly and severally, shall indemnify, defend and hold harmless the Buyer (and its directors, officers, employees, affiliates, stockholders, debenture holders, agents, attorneys, successors and assigns) from and against all losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys’ and consultants’ fees and disbursements) (collectively, “Losses”) based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of the Seller contained in this Agreement or (ii) breach by the Seller of any covenant or agreement contained in this Agreement.

(b) Obligation of the Buyer to Indemnify. The Buyer agrees to indemnify, defend and hold harmless the Seller from and against all Losses based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of the Buyer contained in this Agreement or (ii) breach by the Buyer of any covenant or agreement contained in this Agreement.

(c) Notice and Opportunity to Defend. Promptly after receipt by any person entitled to indemnity under this Agreement (an “Indemnitee”) of notice of any demand, claim or circumstances which, with the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an “Asserted Liability”) that may result in a Loss, the Indemnitee shall give notice thereof (the “Claims Notice”) to any other party (or parties) who is or may be obligated to provide indemnification pursuant to Section 6.1(a) (the “Indemnifying Party”). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee.

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(d) The Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) days after the date the Claims Notice is given (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability and all reasonable expenses incurred by the Indemnitee in defending or compromising such Asserted Liability, all amounts required to be paid in connection with any such Asserted Liability pursuant to the determination of any court, governmental or regulatory body or arbitrator, and amounts required to be paid in connection with any compromise or settlement consented to by the Indemnitee, shall be borne by the Indemnifying Party. Except as otherwise provided in the immediately preceding sentence, the Indemnitee may not settle or compromise any claim over the objection of the Indemnifying Party. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in (but the Indemnitee may not control) the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense.

6.2 Tax Indemnification. The Seller shall indemnify the Company, the Buyer, and each Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 2.6; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Section 6.2; (c) all Taxes of the Company or relating to the business of the Company for all pre-Closing Tax periods; and (d) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date. In each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith. The Seller shall reimburse the Buyer for any Taxes of the Company that are the responsibility of the Seller pursuant this Section 6.2 within ten (10) business days after payment of such Taxes by the Buyer or the Company. In the case of Taxes that are payable with respect to taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as pre-Closing Taxes for purposes of this Agreement shall be: (a) in the case of Taxes based upon, or related to, income or receipts, deemed equal to the amount which would be payable if the taxable year ended with the Closing Date; and (b) in the case of other Taxes, deemed to be the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period.

ARTICLE VII

MISCELLANEOUS

7.1 Survival of Representations, Warranties and Agreements. All representations, warranties and statements made by a Party in this Agreement or in any document or certificate delivered pursuant hereto shall survive the Closing Date. Each of the Parties hereto is executing and carrying out the provisions of this Agreement in reliance upon the representations, warranties and covenants and agreements contained in this Agreement or at the Closing of the transactions herein provided for and not upon any investigation which it might have made or any representation, warranty, agreement, promise or information, written or oral, made by the other Party or any other person other than as specifically set forth herein.

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7.2 Access to Books and Records. During the course of this transaction, the Seller agrees to make available for inspection all Company corporate books, records and assets, and otherwise afford the Buyer and its respective representatives, reasonable access to all documentation and other information concerning the business, financial and legal conditions of the Company for the purpose of conducting a due diligence investigation thereof. Such due diligence investigation shall be for the purpose of satisfying each Party as to the business, financial and legal condition of the Company for the purpose of determining the desirability of consummating the proposed transaction. The Parties further agree to keep confidential and not use for their own benefit, except in accordance with this Agreement any information or documentation obtained in connection with any such investigation.

7.3 Further Assurances. If, at any time after the Closing, the Parties hereby mutually agree that any further deeds, assignments or assurances in law or any other things are necessary, desirable or proper to complete the transactions contemplated hereby in accordance with the terms of this Agreement or to vest, perfect or confirm, of record or otherwise, the title to any property or rights of the Parties hereto, the Parties agree that their proper officers and directors shall execute and deliver all such proper deeds, assignments and assurances in law and do all things necessary, desirable or proper to vest, perfect or confirm title to such property or rights and otherwise to carry out the purpose of this Agreement, and that the proper officers and directors the Parties are fully authorized to take any and all such action.

7.4 Notice. All communications, notices, requests, consents or demands given or required under this Agreement shall be in writing and shall be deemed to have been duly given when delivered to, or received by prepaid registered or certified mail or recognized overnight courier addressed to, or upon receipt of a facsimile sent to, the Party for whom intended, as follows, or to such other address or facsimile number as may be furnished by that Party by notice in the manner provided herein:

If to the Seller:	Summit Consumer Products Inc.
	50 W. Liberty St., Suite 880 Reno, Nevada 89501
If to the Buyer:	NFiniTi inc.
	Pampana 18, La Cruz, C.P. 63734 La Cruz de Huanacaxtle Navarit, Mexico

7.5 Entire Agreement. This Agreement, the Disclosure Schedules and Exhibits hereto, and any instruments and agreements to be executed pursuant to this Agreement, set forth the entire understanding of the Parties hereto with respect to its subject matter, merges and supersedes all prior and contemporaneous understandings with respect to its subject matter and may not be waived or modified, in whole or in part, except by a writing signed by each of the Parties hereto. No waiver of any provision of this Agreement in any instance shall be deemed to be a waiver of the same or any other provision in any other instance. Failure of any Party to enforce any provision of this Agreement shall not be construed as a waiver of its rights under such provision.

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7.6 Successors and Assigns. This Agreement shall be binding upon, enforceable against and inure to the benefit of, the Parties hereto and their respective heirs, administrators, executors, personal representatives, successors and assigns, and nothing herein is intended to confer any right, remedy or benefit upon any other person. This Agreement may not be assigned by the Seller except with the prior written consent of the Buyer. This Agreement and all of the obligations of the Seller may be assigned by the Buyer without the prior notice to the Seller or written consent of the Seller and upon assignment, all of the rights and obligations of the Buyer shall be the rights and obligations of the Buyer’s designated assignee.

7.7 Amendment and Modification, Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

7.8 Governing Law. This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of Nevada that are applicable to agreements made and fully to be performed in such state, without giving effect to conflicts of law principles.

7.9 Consent to Jurisdiction; Services of Process and Venue. WHILE THE PARTIES HAVE AGREED TO ARBITRATION, IF THE PARTIES DO NOT ARBITRATE, ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, OR ANY INSTRUMENT OR AGREEMENT TO BE EXECUTED PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT IN THE STATE COURTS OF THE STATE OF NEVADA IN THE COUNTY OF LOS ANGELES, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. THE SELLER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS AND IN ANY SUCH ACTION OR PROCEEDING (A) BY SERVING A COPY THEREOF UPON THE AGENT FOR SERVICE OF PROCESS AND (B) MAILING OF A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE ADDRESS FOR NOTICES AS SET FORTH IN SECTION 7.4, SUCH SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING. THE SELLER AGREES THAT FAILURE BY THE AGENT FOR SERVICE OF PROCESS TO NOTIFY THE SELLER OF ANY PROCESS SHALL NOT INVALIDATE THE PROCEEDINGS CONCERNED. IN THE EVENT THAT THE APPOINTED AGENT FOR SERVICE OF PROCESS CANNOT OR UNWILLING TO SERVE AS AGENT FOR SERVICE OF PROCESS, THE SELLER SHALL APPOINT ANOTHER AGENT FOR SERVICE OF PROCESS SATISFACTORY TO THE BUYER. THE SELLER AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS IN ANY MANNER PROVIDED BY LAW. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE BUYER TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE SELLER IN ANY OTHER JURISDICTION WHICH THE SELLER SHALL BE FOUND. THE SELLER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OR VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE SELLER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE SELLER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER RELATED DOCUMENTS.

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7.10 Attorneys’ Fees. In the event that any dispute between the Parties should result in arbitration or litigation, the prevailing party in such dispute shall be entitled to recover from the other party all reasonable fees, costs and expenses of enforcing any right of the prevailing party, including without limitation, reasonable attorneys’ fees and expenses, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment. Any judgment or order entered in such action shall contain a specific provision providing for the recovery of attorneys’ fees and costs incurred in enforcing such judgment and an award of prejudgment interest from the date of the breach at the maximum rate allowed by law.

7.11 Construction. Headings contained in this Agreement are for convenience only and shall not be used in the interpretation of this Agreement. References herein to Articles, Sections and Exhibits are to the articles, sections and exhibits, respectively, of this Agreement. The Disclosure Schedules and Exhibits hereto are hereby incorporated herein by reference and made a part of this Agreement. As used herein, the singular includes the plural, and the masculine, feminine and neuter gender each includes the others where the context so indicates.

7.12 Severability. If any term or provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, this Agreement shall be interpreted and enforceable as if such provision were severed or limited, but only to the extent necessary to render such provision and this Agreement enforceable. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

7.13 Confidentiality; Public Disclosure. Except as otherwise required by law, stock exchange, listing agency or similar body, each of the Parties hereto hereby agrees that the information obtained pursuant to the negotiation and execution of this Agreement shall be treated as confidential and not be disclosed to third parties who are not agents of one of the Parties to this Agreement.

7.14 Notification of Certain Matters. Each Party shall give prompt notice to the other of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate and (ii) any failure of such Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section shall not limit or otherwise affect any remedies available to the Party receiving such notice. Further, disclosure pursuant to this Section shall not be deemed to amend or supplement the Disclosure Schedules or Exhibits hereto or prevent or cure any misrepresentations, breach of warranty or breach of covenant.

7.15 Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document.

7.16 Counterparts. This Agreement may be executed in counterparts and by facsimile signatures. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof. All such counterparts shall together constitute one and the same instrument.

[Remainder of page left blank intentionally.]

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IN WITNESS WHEREOF, each of the Parties hereto has executed this Agreement as of the date first set forth above.

BUYER: NFINITI INC.
By:	/s/ Michael Noble
	Name: Michael Noble
	Title:   President and Chief Executive Officer

SELLER: SUMMIT CONSUMER PRODUCTS INC.
By:	/s/ Brian Johnston
	Name: Brian Johnston
	Title:   President

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Appendix B

 

B-1

 

B-2

 

B-3

 

B-4

 

B-5

 

B-6

 

B-7

 

B-8

 

B-9

 

B-10

 

B-11

 

B-12

 

B-13

 

B-14

 

B-15

 

B-16

 

B-17

 

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Appendix C

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors and Shareholders

Artisan Beverages, Inc.

2140 South Dupont Highway, Camden, DE 19934

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of Artisan Beverages, Inc. (the "Company"), which comprise the balance sheet as of October 31, 2024, and the related statements of operations, stockholders’ deficit, and cash flows for the year then ended, and the related notes to the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October 31, 2024, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America (GAAP).

Basis for Opinion

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit 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 audit 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 audit provides a reasonable basis for our opinion.

C-1

Going Concern

As described in Note 2 to the financial statements, the Company has incurred recurring losses from operations and has a working capital deficit of $190,452 as of October 31, 2024. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans regarding these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex auditor judgment. The communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole, and we are not providing separate opinions on these critical audit matters.

1.	Going Concern Assessment
	o	The Company has significant accumulated losses and a working capital deficit, which necessitated additional audit procedures to assess management's ability to continue operations.
	o	Our audit procedures included evaluating management’s plans to secure additional financing, assessing the reasonableness of forecasts, and reviewing subsequent events for indications of additional funding sources.
2.	Related Party Transactions
	o	The Company has received financing from its president and an unrelated third party, which required detailed analysis of loan terms and disclosures.
	o	We examined supporting documentation, including loan agreements and board approvals, and assessed the adequacy of related party transaction disclosures in the financial statements.

C-2

Responsibilities of Management and Those Charged with Governance

Management is responsible for the preparation and fair presentation of the financial statements in accordance with GAAP and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In performing our audit, we considered the Company’s internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion.

The Board of Directors is responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with PCAOB standards will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable investor relying on the financial statements.

Report on Other Legal and Regulatory Requirements

We have served as Artisan Beverages, Inc.’s auditor since 2024.

Faiza Mehmood
FM Financial Services LLC 77 Sugar Creek Blvd Sugar Land, TX 77478 January 29th, 2024

Registered with the Public Company Accounting Oversight Board (PCAOB)

C-3

Artisan Beverages, Inc.

Audited Balance Sheets

	As of			As of
	October 31, 2024			October 31, 2023
ASSETS
Current Assets
Cash	$	-		$	-
Total Current Assets		-			-
Total Assets	$	-		$	-
LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts Payable	$	134,000		$	32,000
Loans Payable		42,000			-
Loan Payable - Related Party		14,452			2,130
Total Current Liabilities		190,452			34,130
Commitments and Contingencies
Stockholders' Deficit
Common stock, $0.001 par value, 100 shares authorized; 100 shares issued and outstanding as of October 31, 2024 and 2023	$	0		$	0
Additional Paid-In Capital		-			-
Accumulated deficit		(190,452	)		(34,130	)
Total Stockholders' Deficit		(190,452	)		(34,130	)
Total Liabilities &
Stockholders' Deficit	$	-		$	-

The Accompanying Notes are an Integral Part of These Financial Statements

C-4

Artisan Beverages, Inc.

Audited Statements of Operations

	Year ended			Year ended
	October 31, 2024			October 31, 2023
Revenues	$	-		$	-
Expenses
General & Administrative		152			-
Management Fees		96,000			32,000
Professional Fees		60,171			2,130
Total Expenses		156,322			34,130
Net Operating (Loss)		(156,322	)		(34,130	)
Net (Loss)	$	(156,322	)	$	(34,130	)
Net Loss Per Basic and Diluted share	$	-		$	-
Weighted average number of Common Shares outstanding		-			-

The Accompanying Notes are an Integral Part of These Financial Statements

C-5

Artisan Beverages, Inc.

Audited Statements of Changes in Stockholders' Deficit

For the years ended October 31, 2024 and 2023

	Common Stock		Common Stock Amount		Additional Paid-in Capital		Accumulated Deficit			Total Stockholders' Deficit
Balance, June 5, 2023		100	$	-	$	-	$	-		$	-
Net loss, October 31, 2023								(34,130	)		(34,130	)
Balance, October 31, 2023		100	$	-	$	-		(34,130	)	$	(34,130	)
Net loss, October 31, 2024								(156,322	)		(156,322	)
Balance, October 31, 2024		100	$	-	$	-		(190,452	)	$	(190,452	)

The Accompanying Notes are an Integral Part of These Financial Statements

C-6

Artisan Beverages, Inc.

Audited Statements of Cash Flows

	Year ended October 31, 2024			Year ended October 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$	(156,322	)	$	(34,130	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Changes in operating assets and liabilities:
Accounts Payable		102,000			32,000
Net cash (used in) operating activities		(54,322	)		(2,130	)
CASH FLOWS FROM INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Loan Payable		42,000			-
Loan Payable - Related Party		12,322			2,130
Net cash provided by financing activities		54,322			2,130
Net change in cash		-			-
Cash at beginning of period		-			-
Cash at end of period	$	-		$	-
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for :
Interest	$	-		$	-
Income Taxes	$	-		$	-

The Accompanying Notes are an Integral Part of These Financial Statements

C-7

Artisan Beverages, Inc.

Notes to Financial Statements

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Artisan Beverages, Inc. was incorporated under the laws of the State of Delaware on June 5, 2023. Artisan Beverages is a U.S.-based alcoholic beverage company that specializes in producing ready-to-drink cocktails. The company holds the exclusive license to manufacture TGI Fridays-branded beverages across the Western Hemisphere. Additionally, Artisan owns the Tipsy Tails brand, which features a variety of canned cocktails. The company is set to initiate production in the eastern United States and Mexico, with plans for future expansion into Central America.

The Company is in the development stage and has commenced limited operations.

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 June 5, 2023 (date of inception) to October 31, 2024 and generated an accumulated deficit of $190,452. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The Company is currently in the development stage with minimal operations and expenses, the Company has no current cash 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 is dependent upon loans from its president and unrelated parties for operating capital. As of October 31, 2024, the Company had a working capital deficit of $190,452 and $0 cash, compared to a working capital deficit of $34,130 and cash of

$0 as of October 31, 2023.

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 Accounting

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected an October 31, year-end.

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.

C-8

Artisan Beverages, Inc.

Notes to Financial Statements

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

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, 2024 or 2023, and have not recognized interest and/or penalties in the statement of operations for the years ended October 31, 2024 or 2023.

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.

C-9

Artisan Beverages, Inc.

Notes to Financial Statements

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock-Based Compensation

The Company will 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.

NOTE 4. 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 5. RELATED PARTY TRANSACTIONS

As of October 31, 2024 and 2023, $14,452 and $2,130 was owed to Brian Johnson, current president and sole director of the Company from funds loaned by him to the Company and is non-interest bearing with no specific repayment terms.

As of October 31, 2024, $42,000 was owed to an unrelated party of the Company from funds loaned by them to the Company and is non-interest bearing with no specific repayment terms.

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 October 31, 2024 and October 31, 2023:

Common stock, $ 0.001 par value: 100 shares authorized; 0 shares issued and outstanding.

NOTE 7. INCOME TAXES AND NET OPERATING LOSSES

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, 2024 and 2023.

C-10

Artisan Beverages, Inc.

Notes to Financial Statements

NOTE 7. INCOME TAXES AND NET OPERATING LOSSES (Continued)

	2024			2023
Net (loss) before income taxes	$	(156,322	)	$	(34,130	)
Adjusted net loss for tax purposes		(156,322	)		(34,130	)
Statutory rate		21	%		21	%
		(32,828	)		(7,167	)
Valuation allowance		32,828			7,167
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, 2024, the Company had net operating loss carryforwards of approximately $190,452 that may be offset against future taxable income for the year 2024 through 2044. No tax benefit from continuing or discontinued operations have been reported in the October 31, 2024 consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. 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, 2024 and 2023. 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 Delaware.

NOTE 8. SUBSEQUENT EVENTS

The Company has evaluated events subsequent to the date these financial statements have been issued to assess the need for potential recognition or disclosure in this report. Such events were evaluated through the date these financial statements were available to be issued. Based upon this evaluation, it was determined that no subsequent events occurred that require recognition or disclosure in the financial statements.

C-11

Appendix D 

NFiniTi inc.

PRO FORMA CONDENSED COMBINED BALANCE SHEET

as of October 31, 2024

Unaudited

								Pro Forma
	Historical			Historical		Pro Forma		Condensed
	NFiniTi inc.			Artisan		Adjustments	Note	Combined
ASSETS
Current Assets
Cash	$			$				$	-
Total Assets	$			$				$	-
LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts Payable	$	8,571		$	134,000			$	142,571
Loans Payable - Other	$	643		$	42,000			$	42,643
Loans Payable - Shareholders	$	140,482		$	14,452			$	154,934
Loan Payable - Related Party	$	6,744						$	6,744
Total Current Liabilities	$	156,439		$	190,452			$	346,891
Commitments and Contingencies
Stockholders' Deficit
Common stock, $0.001 par value	$	120,000			0		(a), (b)	$	120,000
Additional Paid-In Capital	$	(60,000	)	$	0			$	(250,452	)
Accumulated deficit	$	(216,439	)					$	(216,439	)
Total Stockholders' Deficit								$	(346,891	)
Total Liabilities & Stockholders' Deficit								$	-

The Accompanying Notes are an Integral Part of These Financial Statements

a.	Common stock, $0.001 par value, 450,000,000 shares authorized; 120,000,000 shares issued and outstanding as of October 31, 2024
b.	Common stock, $0.001 par value, 100 shares authorized; 100 shares issued and outstanding as of October 31, 2024

D-1

NFiniTi inc.

PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

as of October 31, 2024

Unaudited

								Pro Forma
	Historical			Historical			Pro Forma	Condensed
	NFiniTi inc.			Artisan			Adjustment	Combined
Revenues	$			$				$	-
Expenses
General & Administrative				$	152			$	152
Management Fees	$			$	96,000			$	96,000
Professional Fees	$	22,413		$	60,171			$	82,584
Total Expenses	$	22,413		$	156,322			$	178,735
Net Operating (Loss)	$	(22,413	)	$	(17,663	)		$	(40,076	)
Net (Loss)	$	(22,413	)	$	(17,663	)		$	(40,076	)
Net Loss Per Basic and
Diluted share
Weighted average number of Common Shares outstanding		120,000,000			100

The Accompanying Notes are an Integral Part of These Financial Statements

D-2

NFINITI INC. 

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 

AS OF OCTOBER 31, 2024 

(Unaudited) 

NOTE 1 – BACKGROUND 

On January 31, 2025, NFiniTi inc. or the Company or NFTN completed the Share Exchange Agreement with ARTISAN Beverages Inc. or ARTISAN (the “Share Exchange”) for its 100% equity interest. 

The consideration of the Share Exchange totaled approximately XXXXXXXXXXX shares of the Company’s common stock, at the price of $XXX equal to $XXXXXXXX 

NOTE 2 – BASIS OF PRESENTATION 

Because NFTN is a shell company, ARTISAN will comprise the ongoing operations of the combined entity and its senior management will serve as the senior management of the combined entity, ARTISAN is deemed to be the accounting acquirer for accounting purposes. The transaction will be treated as a recapitalization of NFTN. Accordingly, the consolidated assets, liabilities and results of operations of NFTN will become the historical financial statements of NFTN, and ARTISAN's assets, liabilities and results of operations will be consolidated with NFTN beginning on the acquisition date. These pro forma financial statements are presented as a continuation of NFTN. 

The pro forma balance sheet as of October 31, 2024 is based on the historical financial statements of NFTN after giving effect to ARTISAN’s acquisition of NFTN as a reverse merger using the acquisition method of accounting and applying the assumptions and adjustments described in the notes to the pro forma financial statements as if such acquisition had occurred as of October 31, 2024 for the balance sheet for pro forma financial statements purposes. 

The pro forma financial statements have been prepared by management for illustrative purposes only and are not necessarily indicative of the financial position or results of operations in future periods. The pro forma adjustments are based on the preliminary information available at the time of the preparation of this document and assumptions that management believes are reasonable. The pro forma financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with NFTN’s historical financial statements included elsewhere on Form 10-Q for the quarter ended October 31, 2024 with SEC herewith. 

The pro forma financial statements do not purport to represent what the results of operations or financial position of the combined entity would actually have been if the merger had in fact occurred on October 31, 2024, nor do they purport to project the results of operations or financial position of the combined entity for any future period or as of any date. 

These pro forma financial statements do not give effect to any restructuring costs or to any potential cost savings or other operating efficiencies that could result from the merger between NFTN and ARTISAN since such amounts, if any, are not presently determinable. 

NOTE 3 – PRO FORMA ADJUSTMENTS 

The pro forma financial statements have been prepared as if the acquisition was completed on October 31, 2024 for combined balance sheet purpose and reflects the following pro forma adjustment(s): 

(a) To eliminate the accumulated deficits of NFTN incurred before the merger transaction to reflect the recapitalization of NFTN 

Dr. Additional paid-in capital 

Cr. Accumulated losses 

To reflect the issuance of 10,000,000 shares of common stock of NFTN for the acquisition of 100% of Artisan outstanding capital stock 

Dr. Additional paid-in capital 

Cr. Common stock 

D-3