UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   FOR THE QUARTERLY PERIOD ENDED JULY 31, 2025

Commission file number 000-56763

NFiniTi inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

80 W. Liberty Street, Suite 880

Reno, Nevada 89501

(Address of principal executive offices)(Zip Code)

(778) 372-9794

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. Yes ☒      No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒      No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, an emerging growth company or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-Accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No ☒

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 15,908,578,500 shares as of September 9, 2025.

ITEM 1. FINANCIAL INFORMATION

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements		2
Item 2.	Management’s Discussion and Analysis or Plan of Operation		11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		12
Item 4.	Controls and Procedures		12
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings		13
Item 1a.	Risk Factors		13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		13
Item 3.	Defaults Upon Senior Securities		13
Item 4.	Mine Safety Disclosures		13
Item 5.	Other Information		13
Item 6.	Exhibits		14

2

NFiniTi inc.

Balance Sheets

	As of			As of
	July 31, 2025			October 31, 2024
	(Unaudited)			(Audited)
ASSETS
Current Assets
Cash	$	23,999		$	-
Total Current Assets		23,999
Non-Current Assets
Convertible Note Investment		195,000
Goodwill		143,403,924
Non-Current Assets		143,598,924
Total Assets	$	143,622,923		$	-
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts Payable	$	14,601		$	8,571
Related Party Payable		88,726
Loans Payable - Shareholders		140,482			140,482
Loans Payable - Unrelated		67,643			643
Loan Payable - Related Party		158,058			6,744
Convertible Note - Unrelated		235,000
Total Current Liabilities		704,510			156,439
Commitments and Contingencies
Stockholders’ Deficit
Common stock, $0.001 par value, 450,000,000 shares authorized; 15,908,578,500 shares issued and outstanding as of July 31, 2025 (including 15,788,578,500 shares contingently issuable pending completion of the rollback); 120,000,000 shares issued and outstanding as of October 31, 2024.	$	15,908,579		$	120,000
Additional Paid-In Capital		127,328,628			(60,000	)
Accumulated deficit	(318,794		)		(216,439	)
Total Stockholders’ Equity		142,918,413			(156,439	)
Total Liabilities & Stockholders’ Deficit	$	143,622,923		$	-

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

3

NFiniTi inc.

Statements of Operations (Unaudited)

	Three Months			Three Months			Nine Months			Nine Months
	ended			ended			ended			ended
	July 31, 2025			July 31, 2024			July 31, 2025			July 31, 2024
Revenues	$	-		$	-			-		$	-
Expenses
Operating Expenses		73,077			2,675			102,916			18,667
Financing Expenses		60						60
Total Expenses		73,137			2,675			102,976			18,667
Net Operating (Loss)		(73,137	)		(2,675	)		(102,976	)		(18,667	)
Other Income		26			0			43			0
Net (Loss)	$	(73,111	)	$	(2,675	)		(102,933	)	$	(18,667	)
Net Loss Per Basic and Diluted share	$	(0.00	)	$	(0.00	)		(0.00	)	$	(0.00	)
Weighted average number of Common Shares outstanding		15,788,578,500			120,000,000			15,788,578,500			120,000,000

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

4

NFiniTi inc.

Condensed Statements of Changes in Stockholders’ Deficit

(Unaudited)

			Common		Additional						Total
	Common		Stock		Paid-in			Accumulated			Stockholders’
	Stock		Amount		Capital			Deficit			Deficit
For the Nine Months Ended July 31, 2025
Balance, October 31, 2024		120,000,000	$	120,000	$	(60,000	)	$	(216,439	)	$	(156,439	)
Net loss,  January 31, 2025									(924	)		(924	)
Balance, January 31, 2025		120,000,000	$	120,000	$	(60,000	)	$	(217,363	)	$	(157,363	)
Net loss,  April 30, 2025									(28,915	)		(28,915	)
Acquisition Issuance (April 30, 2025)		15,908,578,500		15,908,579		127,268,628						143,177,207
Acquired (Cash) (April 30, 2025)						596						596
Balance, April 30, 2025		15,908,578,500	$	16,028,579	$	127,208,628		$	(245,683	)	$	142,991,524
Net loss,  July 31, 2025									(73,111	)		(73,111	)
Balance, July 31, 2025		15,908,578,500	$	15,908,579	$	127,328,628		$	(318,794	)	$	142,918,413
For the Nine Months Ended July 31, 2024
Balance, October 31, 2023		120,000,000	$	120,000	$	(60,000	)	$	(194,062	)	$	(134,026	)
Net loss,  January 31, 2024									(11,567	)		(11,567	)
Balance, January 31, 2024		120,000,000	$	120,000	$	(60,000	)	$	(205,593	)	$	(145,593	)
Net loss,  April 30, 2024									(6,672	)		(6,672	)
Balance, April 30, 2024		120,000,000	$	120,000	$	(60,000	)	$	(210,444	)	$	(150,444	)
Net loss,  July 31, 2024									(2,675	)		(2,675	)
Balance, July 31, 2024		120,000,000	$	120,000	$	(60,000	)	$	(212,693	)	$	(156,439	)

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

5

NFiniTi inc.

Statements of Cash Flows (Unaudited)

	Nine Months			Nine Months
	ended			ended
	July 31, 2025			July 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$	(101,431	)	$	(18,667	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Changes in operating assets and liabilities:
Accounts Payable		93,832			(1,532	)
Net cash (used in) operating activities		(7,599	)		(20,199	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Note		(195,000	)
Net Cash Used in Investing Activities		(195,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash provided by financing activities		226,596			20,199
Net change in cash		21,980			-
Cash at beginning of period		0			-
Cash at end of period	$	23,999		$	-
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

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

6

NFiniTi inc.

Notes to Condensed Financial Statements

July 31, 2025 (unaudited)

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

NFiniTi Inc. was incorporated under the laws of the State of Nevada on January 23, 2012, as American Oil and Gas Inc. The Company was formed to engage in the acquisition, exploration and development of oil and gas properties. On December 30, 2021, the name of the Company was changed to NFiniTi Inc.. From November 24, 2021, to February 13, 2025, when we completed our reverse acquisition of Artisan Beverages, our business was to pursue other business opportunities to increase shareholder value. The business of Artisan Beverages is now the principal business of the Company. Artisan Beverages is an alcoholic beverage company that specializes in producing ready-to-drink cocktails. They hold the exclusive license to manufacture TGI Fridays-branded beverages across the Western Hemisphere 

NOTE 2. GOING CONCERN

The accompanying financial statements are presented on a going concern basis.  The Company has had limited operations during the period from January 23, 2012 (date of inception) to July 31, 2025 and generated an accumulated deficit of $318,794.  This condition raises substantial doubt about the Company’s ability to continue as a going concern.  The Company is currently in the exploration stage with no operations and has minimal expenses, however, management believes that the Company’s current cash is insufficient to cover the expenses they will incur during the next twelve months in a limited operations scenario or until it raises additional funding. The Company has depended upon loans from its president and shareholders for operating capital.  As of July 31, 2025, the Company had a working capital deficit of $680,511 and $23,999 cash, compared to a working capital deficit of $156,439 and cash of $0 as of October 31, 2024.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended October 31, 2024.

In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements for the interim period, have been included.

7

NFiniTi inc.

Notes to Condensed Financial Statements

July 31, 2025 (unaudited)

Basic Earnings (loss) Per Share

ASC No. 260, “Earnings Per Share”, specifies the computation, presentation, and disclosure requirements for earnings (loss) per share for entities with publicly held common stock.   Basic net earnings (loss) per share amounts is computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding.  Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.

Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

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

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred income taxes. Deferred income taxes are recognized for temporary differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future. Deferred income taxes are also recognized for net operating loss carryforwards that are available to offset future taxable income and research and development credits.

Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

ASC 740, clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. We have determined that the Company does not have uncertain tax positions on its tax returns for the years 2024 and prior. Based on evaluation of the 2024 transactions and events, the Company does not have any material uncertain tax positions that require measurement. Because the Company had a full valuation allowance on its deferred tax assets as of the years ended October 31, 2024 and 2023, the Company has not recognized any tax benefits since inception.

8

NFiniTi inc.

Notes to Condensed Financial Statements

July 31, 2025 (unaudited)

Revenue

The Company records revenue on an accrual basis when all goods and services have been performed and delivered, the amounts are readily determinable, and collection is reasonably assured.  The Company has not generated any revenue since its inception.

Advertising

The Company will expense its advertising when incurred. There has been no advertising since inception.

Stock-Based Compensation

The Company accounts for equity awards issued to employees and non-employees for services rendered in accordance with the provisions of ASC 718, “Compensation – Stock Compensation”.  These transactions are accounted for based on the grant date fair value of the equity award issued.  A resulting compensations expense is recorded over the requisite service period, which is typically the vesting period. 

NOTE 4 – CONVERTIBLE NOTES

The Company issued a convertible promissory note to an unrelated investor with a total principal amount of $700,000. The note was issued with a 50% original issue discount (“OID”), resulting in net proceeds of $350,000 to the Company at closing. The note matures twelve (12) months from the date of issuance, unless earlier converted or repaid.

The note bears interest at 15% per annum on the outstanding principal balance. Upon the occurrence of certain events of default, the interest rate increases to 18% per annum, and the outstanding balance becomes immediately due and payable at the option of the holder.

The note is convertible at the option of the holder into shares of the Company’s common stock at a price equal to 75% of the lowest average daily trading price of the Company’s common stock during the thirty (30) trading days immediately prior to conversion, subject to customary anti-dilution adjustments. Conversions are limited by a beneficial ownership cap of 4.99%, which may be increased to 9.99% with sixty-one (61) days’ prior written notice from the holder.

The Company may prepay the note at the following premiums to principal and accrued interest:

115% if prepaid within ninety (90) days of issuance,

120% if prepaid between ninety-one (91) and one hundred eighty (180) days after issuance, and

125% if prepaid thereafter until maturity.

The note is unsecured and contains customary covenants and events of default, including failure to maintain SEC reporting compliance, failure to make payments when due, bankruptcy or insolvency events, or suspension or delisting of the Company’s common stock from the OTC market for ten (10) consecutive trading days.

As of July 31, 2025, the Company recorded the note as a current liability on its condensed consolidated balance sheet. No conversions or repayments had occurred as of the reporting date. The carrying value of the note was as follows:

Convertible Note Balance July 31, 2025 – 200,000

The Company issued a convertible promissory note to an unrelated investor with a total principal amount of $70,000. The note was issued with a 50% original issue discount (“OID”), resulting in net proceeds of $35,000 to the Company at closing. The note matures twelve (12) months from the date of issuance, unless earlier converted or repaid.

The note bears interest at 15% per annum on the outstanding principal balance. Upon the occurrence of certain events of default, the interest rate increases to 18% per annum, and the outstanding balance becomes immediately due and payable at the option of the holder.

The note is convertible at the option of the holder into shares of the Company’s common stock at a price equal to 75% of the lowest average daily trading price of the Company’s common stock during the thirty (30) trading days immediately prior to conversion, subject to customary anti-dilution adjustments. Conversions are limited by a beneficial ownership cap of 4.99%, which may be increased to 9.99% with sixty-one (61) days’ prior written notice from the holder.

The Company may prepay the note at the following premiums to principal and accrued interest:

115% if prepaid within ninety (90) days of issuance,

120% if prepaid between ninety-one (91) and one hundred eighty (180) days after issuance, and

125% if prepaid thereafter until maturity.

The note is unsecured and contains customary covenants and events of default, including failure to maintain SEC reporting compliance, failure to make payments when due, bankruptcy or insolvency events, or suspension or delisting of the Company’s common stock from the OTC market for ten (10) consecutive trading days.

As of July 31, 2025, the Company recorded the note as a current liability on its condensed consolidated balance sheet. No conversions or repayments had occurred as of the reporting date. The carrying value of the note was as follows:

Convertible Note Balance     July 31, 2025 – 35,000

NOTE 5.   RELATED PARTY TRANSACTIONS

As of July 31, 2025 and October 31, 2024, $6,744 was owed to Michael Noble, current Director and former president of the Company from funds loaned by him to the Company and is non-interest bearing with no specific repayment terms. As of July 31, 2025, $150,908 was owed to Brian Johnston, current Director and CEO of the Company from funds loaned by him to the Company and is non-interest bearing with no specific repayment terms. Brian Johnston is also owed $64,000 Management Fee Payable and $4,762 for expenses paid.  

As of July 31, 2025 and October 31, 2024, $140,482 and $140,482 was owed to shareholders of the Company from funds loaned by them to the Company and is non-interest bearing with no specific repayment terms.  The Company received proceeds of $20,199 nine months ended July 31, 2025 and made no repayments.

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

9

NFiniTi inc.

Notes to Condensed Financial Statements

July 31, 2025 (unaudited)

NOTE 6.  STOCKHOLDERS’ DEFICIT

The Company is authorized to issue 450,000,000 shares of common stock, par value $0.001 per share. As of July 31, 2025, there were 15,908,578,500 shares issued and outstanding, which includes 15,788,578,500 shares that are contingently issuable pending the completion of a reverse stock split (rollback). As of October 31, 2024, there were 120,000,000 shares issued and outstanding.

On February 13, 2025, the Company completed the acquisition of Artisan Beverages Inc. pursuant to an acquisition agreement under which the shareholders of Artisan are to receive 15,788,578,500 shares of the Company’s common stock in exchange for all of the issued and outstanding shares of Artisan. These shares were authorized and contractually committed as of the transaction closing date but cannot be formally issued or distributed until the Company completes its planned reverse stock split. Following the reverse stock split, the shares will be issued, recorded as outstanding, and fully reflected in the Company’s transfer agent records.

Until the reverse split is finalized, these shares are treated as “contingently issuable shares” for financial reporting purposes in accordance with ASC 260-10-45. This presentation reflects the legal completion of the acquisition while also clarifying that the issuance of shares is pending administrative action.

During the quarter ended July 31, 2025, the Company also identified an overstatement of Common Stock related to pre-merger share amounts. To correct this error, $120,000 was reclassified from Common Stock to Additional Paid-In Capital (“APIC”). This reclassification had no net effect on total stockholders’ equity.

NOTE 7.  SUBSEQUENT EVENTS

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

The company issued a convertible note to an investor. The investor paid 200,000 on July 30, 2025 and 150,000 on August 4, 2025.

NOTE 8 – CHANGES IN COMMON STOCK

During the quarter ended July 31, 2025, the Company identified a reclassification adjustment related to the presentation of common stock in its financial statements.

At April 30, 2025, following the reverse acquisition transaction, the Company reported Common Stock ($) of $16,028,579, which reflected the total number of post-transaction shares at par value. Upon further review, it was determined that the amount overstated common stock by $120,000, which should have been classified as Additional Paid-In Capital (APIC) to properly reflect the pre-merger share structure.

Adjustment Made in Q3:

- Decrease to Common Stock ($): $120,000

- Increase to Additional Paid-In Capital (APIC): $120,000

- Net impact on Total Stockholders’ Equity: $0

This adjustment did not impact total assets, total liabilities, or total stockholders’ equity. It was a reclassification solely between the Common Stock and APIC accounts to align the Company’s capital structure with the number of authorized and outstanding shares post-acquisition.

As of July 31, 2025:

- Common Stock outstanding: 15,908,578,500 shares

- Par value per share: $0.001

- Common Stock ($): $15,908,579

10

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

Forward Looking Statements

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

Results of Operations

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

We incurred operating expenses of $73,077 and $2,675 for the three-month periods ended July 31, 2025 and 2024, respectively. The operating expenses were comprised of professional fees. The decrease was due to fewer professional fees.

Our net loss for the three months ended July 31, 2025 and 2024 was $73,111 and $2,675, respectively.

We incurred operating expenses of $102,916 and $18,667 for the nine-month periods ended July 31, 2025 and 2024, respectively. The operating expenses were comprised of professional fees. The increase was due to additional professional fees.

Our net loss for the nine months ended July 31, 2025 and 2024 was $102,933 and $18,667, respectively.

Liquidity and Capital Resources

Our cash balance at July 31, 2025 was $23,999, with $108,327 in accounts payable, $140,482 in loans payable to shareholders, and $6,744 in loans payable to the Company’s former CEO  and director, Michael Noble. The Company also owes current CEO Brian Johnston $150,908. If we experience a shortage of funds in the next twelve months, we may utilize additional funds from Mr. Noble, and  Mr. Johnston, who have agreed to advance funds for operations, however they have no formal commitment, arrangement or legal obligation to advance or loan funds to us.

Net cash used in operating activities was $7,599 and $20,199 during the nine months ended July 31, 2025 and 2024, respectively.

Net cash used in investing activities was $194,404 and $0 during the nine months ended July 31, 2025 and 2024.

Net cash provided by financing activities was $226,596 and $20,199 during the nine months ended July 31, 2025 and 2024, respectively.

Plan of Operation

From inception until November 24, 2021, our purpose was to locate and lease existing wells for reactivation for the production of oil and gas that we would then sell, through an operator, to oil and gas brokers and gatherers. The plan also included the idea that gas sometimes may be sold directly to the public utility companies. From November 24, 2021 to February 13, 2025, when we completed our reverse acquisition of Artisan Beverages, our business was to pursue other business opportunities to increase shareholder value.

The business of Artisan Beverages is now the principal business of the Company. Artisan Beverages is an alcoholic beverage company that specializes in producing ready-to-drink cocktails. They hold the exclusive license to manufacture TGI Fridays-branded beverages across the Western Hemisphere. Our strategy to grow our business is to contact and enter into agreements with manufacturers and distributors in each country where we have a license to sell TGI Friday’s beverages and then market and sell those beverages in such countries. Our ability to create, maintain and expand a distribution network and attract additional distributors, retailers and brokers will depend on a number of factors. Some of these factors include (i) the level of demand for our brands and products in a particular distribution area; (ii) our ability to price our products at levels competitive with those of competing products, and (iii) our ability to deliver products in the quantity and at the time ordered by distributors, retailers and brokers. Part of our growth strategy is to create a system to garner and analyze the information needed to accurately understand these factors.

During fiscal 2025, we anticipate spending $60,000 on professional fees, including fees payable for complying with reporting obligations, $50,000 in general administrative costs and $1,500,000 in working capital. Total expenditures over the next 12 months are therefore expected to be approximately $1,610,000.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

11

Going Concern

Our auditor has issued a going concern opinion on our October 31, 2024 financial statements. The continuation of the Company is dependent upon the continued financial support from our shareholders, our ability to obtain necessary equity financing to continue operations and the attainment of profitable operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

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

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of July 31, 2025.

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

Changes in Internal Controls over Financial Reporting

There have been no changes in the internal controls over financial reporting during the quarter ended July 31, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management’s last evaluation.

12

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Our Company is not involved in any material litigation and we are unaware of any threatened material litigation. From time to time, we may become involved in litigation relating to claims arising from the ordinary course of our business.

ITEM 1A. RISK FACTORS

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the period ended July 31, 2025.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

The Note Brian Winder completed his transaction sending the remaining $150,000 on August 4th, 2025. 

13

ITEM 6. EXHIBITS.

The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Registration Statement on Form S-1, filed under SEC File Number 333-180164, at the SEC website at www.sec.gov:

Exhibit No.	Description
2.1	Share Exchange Agreement, dated January 27, 2025, by and among NFiniTi inc., Artisan Beverages, Inc., a Delaware corporation (“Artisan Beverages”), and the holders of common stock of Artisan Beverages.
3.1.1	Articles of Incorporation*
3.1.2	Certificate of Amendment, dated December 30, 2021
3.1.3	Certificate of Amendment, dated February 26, 2025
3.1.4	Certificate of Change, dated February 26, 2025
3.1.5	Certificate of Amendment, dated June 10, 2025
3.2	Bylaws*
4.1	Convertible Promissory Note, dated May 14, 2025
4.2	Convertible Promissory Note, dated July 10, 2025
31.1	Sec. 302 Certification of Chief Executive Officer
31.2	Sec. 302 Certification of Chief Financial Officer
32.1	Sec. 906 Certification of Chief Executive Officer and Chief Financial Officer
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	NFiniTi inc. Registrant
Date November 28, 2025	By:	/s/ Brian Johnston
		Brian Johnston, Chief Executive Officer, Chief Financial Officer and Director

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