NFiniTi Posts Zero Revenue, Deepens Losses Post-Artisan Acquisition

Ticker: NFTN · Form: 10-Q/A · Filed: Nov 28, 2025 · CIK: 1544400

Sentiment: bearish

Topics: Going Concern, Reverse Acquisition, Pre-Revenue, Liquidity Risk, Related Party Transactions, Convertible Debt, Share Dilution

Related Tickers: NFTN

TL;DR

**NFTN is a pre-revenue shell company with a going concern warning, relying on related-party loans, making it a highly speculative gamble despite the Artisan Beverages acquisition.**

AI Summary

NFiniTi Inc. (NFTN) reported no revenue for the three and nine months ended July 31, 2025, continuing its pre-revenue status. The company incurred a net loss of $73,111 for the three months ended July 31, 2025, and a net loss of $102,933 for the nine months ended July 31, 2025, significantly higher than the $2,675 and $18,667 losses in the prior year periods, respectively. This increase in loss is primarily due to operating expenses rising to $102,916 for the nine months ended July 31, 2025, from $18,667 in the prior year. A key business change was the completion of the reverse acquisition of Artisan Beverages Inc. on February 13, 2025, making the alcoholic beverage company its principal business. The company's financial position shows total assets of $143,622,923 as of July 31, 2025, up from $0 as of October 31, 2024, largely driven by a goodwill of $143,403,924 from the acquisition. However, NFTN faces substantial doubt about its ability to continue as a going concern, with a working capital deficit of $680,511 and only $23,999 in cash as of July 31, 2025. The company has relied on loans from its president and shareholders for operating capital, including $150,908 owed to CEO Brian Johnston. Strategic outlook involves completing a planned reverse stock split to formally issue 15,788,578,500 shares related to the Artisan Beverages acquisition, which are currently contingently issuable.

Why It Matters

NFiniTi's transition into the alcoholic beverage market via the Artisan Beverages acquisition is a pivotal, yet unproven, strategic shift. For investors, the lack of revenue and substantial accumulated deficit of $318,794, coupled with a going concern warning, signals extreme risk. Employees and customers of Artisan Beverages might face uncertainty given NFTN's precarious financial state and reliance on related-party loans. The competitive landscape for ready-to-drink cocktails, including TGI Fridays-branded beverages, is fierce, and NFTN's minimal cash of $23,999 and working capital deficit of $680,511 suggest it lacks the capital to effectively compete or scale operations, potentially impacting its ability to fulfill its licensing agreement.

Risk Assessment

Risk Level: high — The company explicitly states a 'going concern' warning due to an accumulated deficit of $318,794 and insufficient cash of $23,999 to cover expenses for the next twelve months. Furthermore, it has a significant working capital deficit of $680,511 as of July 31, 2025, compared to $156,439 as of October 31, 2024, indicating deteriorating liquidity.

Analyst Insight

Investors should avoid NFTN given its pre-revenue status, significant accumulated deficit, and explicit going concern warning. The reliance on related-party loans and the lack of operational cash flow make this a highly speculative investment with substantial downside risk.

Financial Highlights

debt To Equity
N/A
revenue
$0
operating Margin
N/A
total Assets
$143,622,923
total Debt
$704,510
net Income
$(102,933)
eps
$ (0.00)
gross Margin
N/A
cash Position
$23,999
revenue Growth
N/A

Revenue Breakdown

SegmentRevenueGrowth
Total$0N/A

Key Numbers

Key Players & Entities

FAQ

What is NFiniTi Inc.'s primary business after the acquisition?

NFiniTi Inc.'s primary business, following the reverse acquisition of Artisan Beverages Inc. on February 13, 2025, is now the production of ready-to-drink alcoholic cocktails. Artisan Beverages holds the exclusive license to manufacture TGI Fridays-branded beverages across the Western Hemisphere.

Did NFiniTi Inc. generate any revenue in the latest quarter?

No, NFiniTi Inc. reported zero revenue for both the three months and nine months ended July 31, 2025, as stated in its Statements of Operations. The company has not generated any revenue since its inception.

What is NFiniTi Inc.'s net loss for the nine months ended July 31, 2025?

NFiniTi Inc. reported a net loss of $102,933 for the nine months ended July 31, 2025. This is a significant increase compared to a net loss of $18,667 for the same period in the prior year.

What is the significance of the 'going concern' warning for NFiniTi Inc.?

The 'going concern' warning for NFiniTi Inc. signifies substantial doubt about the company's ability to continue operations for the foreseeable future. This is due to an accumulated deficit of $318,794, a working capital deficit of $680,511, and only $23,999 in cash, which management believes is insufficient to cover expenses for the next twelve months.

How much cash does NFiniTi Inc. have as of July 31, 2025?

As of July 31, 2025, NFiniTi Inc. had $23,999 in cash. This amount is considered insufficient by management to cover anticipated expenses for the next twelve months.

Who are the key related parties providing loans to NFiniTi Inc.?

Key related parties providing loans to NFiniTi Inc. include Brian Johnston, the current Director and CEO, to whom $150,908 was owed, and Michael Noble, a current Director and former president, to whom $6,744 was owed as of July 31, 2025. Additionally, $140,482 was owed to other shareholders.

What is the status of the shares issued for the Artisan Beverages acquisition by NFiniTi Inc.?

For the Artisan Beverages acquisition, 15,788,578,500 shares of NFiniTi Inc. common stock were contractually committed. These shares are currently treated as 'contingently issuable' and cannot be formally issued or distributed until the company completes its planned reverse stock split.

What are the terms of the convertible notes issued by NFiniTi Inc.?

NFiniTi Inc. issued convertible promissory notes with a total principal amount of $770,000 (two notes of $700,000 and $70,000) to unrelated investors, issued with a 50% original issue discount. These notes bear interest at 15% per annum, mature in twelve months, and are convertible at 75% of the lowest average daily trading price, subject to a 4.99% beneficial ownership cap.

What was the purpose of the $120,000 reclassification in NFiniTi Inc.'s stockholders' equity?

During the quarter ended July 31, 2025, NFiniTi Inc. reclassified $120,000 from Common Stock to Additional Paid-In Capital (APIC). This adjustment corrected an overstatement of common stock related to pre-merger share amounts and had no net impact on total stockholders' equity.

What are the risks associated with NFiniTi Inc.'s convertible notes?

The convertible notes issued by NFiniTi Inc. carry risks including a 15% annual interest rate (increasing to 18% upon default), potential for significant dilution if converted at 75% of the lowest average daily trading price, and various events of default such as failure to maintain SEC reporting compliance or delisting from the OTC market.

Risk Factors

Industry Context

NFiniTi Inc. has pivoted to the alcoholic beverage industry through its acquisition of Artisan Beverages Inc. This sector is characterized by established players, complex regulatory environments (federal, state, and local), and consumer brand loyalty. Growth often depends on product innovation, distribution networks, and effective marketing. Competition can be intense, with significant barriers to entry due to licensing and capital requirements.

Regulatory Implications

The company's significant goodwill from the acquisition may be subject to impairment reviews, which have accounting and disclosure implications. Furthermore, the large number of contingently issuable shares and the planned reverse stock split could attract scrutiny from regulatory bodies regarding share structure and potential manipulation. Compliance with beverage industry regulations is also paramount.

What Investors Should Do

  1. Monitor cash burn and future financing activities.
  2. Evaluate the strategic rationale and execution of the Artisan Beverages acquisition.
  3. Assess the terms and impact of the planned reverse stock split.
  4. Understand the company's debt structure and related party obligations.

Key Dates

Glossary

Reverse Acquisition
A transaction where a private company acquires a public company, and the private company's shareholders end up controlling the combined entity. The accounting treatment is that the acquired (public) company is treated as the acquirer for accounting purposes. (NFiniTi Inc. underwent a reverse acquisition of Artisan Beverages Inc., fundamentally changing its business and financial structure, including the significant goodwill recorded.)
Goodwill
An intangible asset that arises when one company acquires another for a price greater than the fair market value of its identifiable net assets. It represents the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized. (NFiniTi Inc. has $143,403,924 in goodwill, representing the majority of its assets, stemming from the Artisan Beverages acquisition. This is a key indicator of the acquisition's premium and a potential source of future impairment.)
Working Capital Deficit
Occurs when a company's current liabilities exceed its current assets. It indicates a potential short-term liquidity problem. (NFiniTi Inc. has a working capital deficit of $680,511 as of July 31, 2025, a significant increase from the prior period, contributing to the going concern uncertainty.)
Going Concern
An accounting assumption that a business will continue to operate for the foreseeable future. If there is substantial doubt about a company's ability to continue as a going concern, it must be disclosed. (NFiniTi Inc. explicitly states there is substantial doubt about its ability to continue as a going concern, a critical warning for investors about the company's viability.)
Contingently Issuable Shares
Shares that are not yet issued but will be issued upon the fulfillment of certain conditions or events. (NFiniTi Inc. has 15,788,578,500 shares that are contingently issuable pending a reverse stock split, a significant number that impacts potential future dilution and share structure.)
Original Issue Discount (OID)
The difference between the face amount of a debt instrument and the issue price, when the issue price is less than the face amount. It is treated as amortized interest over the life of the debt. (A convertible note had a 50% OID, meaning $700,000 principal generated only $350,000 in proceeds, highlighting the high cost of capital.)

Year-Over-Year Comparison

Compared to the prior year period ended July 31, 2024, NFiniTi Inc. has seen a dramatic increase in its net loss, from $18,667 to $102,933 for the nine-month period, primarily due to a surge in operating expenses from $18,667 to $102,916. While revenue remains at $0, total assets have ballooned from $0 to $143,622,923, largely due to $143,403,924 in goodwill from the Artisan Beverages acquisition. The working capital deficit has also widened significantly from $(156,439) to $(680,511), exacerbating going concern risks.

Filing Stats: 4,613 words · 18 min read · ~15 pages · Grade level 13.9 · Accepted 2025-11-28 12:50:31

Key Financial Figures

Filing Documents

FINANCIAL INFORMATION

ITEM 1. FINANCIAL INFORMATION Page

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION Item 1. Condensed Financial Statements 2 Item 2.

Management's Discussion and Analysis or Plan of Operation

Management's Discussion and Analysis or Plan of Operation 11 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 12 Item 4.

Controls and Procedures

Controls and Procedures 12

– OTHER INFORMATION

PART II – OTHER INFORMATION Item 1.

Legal Proceedings

Legal Proceedings 13 Item 1a.

Risk Factors

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 Table of Contents 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 Table of Contents NFiniTi inc. 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 Fina

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

Forward Looking Statements

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, arr

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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."

CONTROLS AND PROCEDURES

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 c

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