Item 5. Market for Common Equity and Related Stockholder Matters
As of October 31, 2022, we had 120,000,000 shares of $0.001 par value common stock issued and outstanding held by 27 shareholders of record.
Our common stock is traded on the over-the-counter market and is listed on the OTC Pink tier of the OTC Marketplace under the symbol “NFTN”. For the periods indicated, the following table sets forth the high and low sales prices per share of common stock. The first reported trade in fiscal year 2021 occurred on May 28, 2021. The prices set forth in the table below may not be an accurate indicator of the value of the Company’s shares as there is no established active trading market for the shares. These prices may represent inter-dealer quotations and do not reflect retail markup, markdown or commissions and may not necessarily represent actual transactions.
Year ended October 31, 2021 | | High ($) | | | Low ($) | |
| | | | | | |
November 1, 2020 to January 31, 2021 | | | 0.00 | | | | 0.00 | |
February 1, 2021 to April 30, 2021 | | | 0.00 | | | | 0.00 | |
May 1, 2021 to July 31, 2021 | | | 3.25 | | | | 1.07 | |
August 1, 2021 to October 31, 2021 | | | 1.32 | | | | 0.82 | |
Year ended October 31, 2022 | | High ($) | | | Low ($) | |
| | | | | | |
November 1, 2021 to January 31, 2022 | | | 3.50 | | | | 0.82 | |
February 1, 2022 to April 30, 2022 | | | 7.01 | | | | 0.51 | |
May 1, 2022 to July 31, 2022 | | | 5.01 | | | | 0.15 | |
August 1, 2022 to October 31, 2022 | | | 0.51 | | | | 0.05 | |
The OTC Pink Tier of the OTC Marketplace is a regulated quotation service that displays real-time quotes, last sale prices and volume information in OTC securities. The OTC is not an issuer listing service, market or exchange. Although the OTC market does not have any listing requirements per se, to be eligible for quotation on the OTC market, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTC market that become delinquent in their required filings will be removed following a grace period if they do not make their required fling during that time.
Penny Stock Rules
The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).
A purchaser is purchasing penny stock which limits the ability to sell the stock. Our shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which:
- | contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading; |
| |
- | contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended; |
| |
- | contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” price for the penny stock and the significance of the spread between the bid and ask price; |
| |
- | contains a toll-free telephone number for inquiries on disciplinary actions; |
- | defines significant terms in the disclosure document or in the conduct of trading penny stocks; and |
| |
- | contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation; |
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:
- | the bid and offer quotations for the penny stock; |
| |
- | the compensation of the broker-dealer and its salesperson in the transaction; |
| |
- | the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and |
| |
- | monthly account statements showing the market value of each penny stock held in the customer’s account. |
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.
Dividends
We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the board of directors considers relevant.
Section Rule 15(g) of the Securities Exchange Act of 1934
The Company’s shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser’s written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.
Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as “bid” and “offer” quotes, a dealers “spread” and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.
Securities authorized for issuance under equity compensation plans
We do not have any equity compensation plans and accordingly we have no securities authorized for issuance there under.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
We did not purchase any of our shares of common stock or other securities during the year ended October 31, 2022.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
For the years ended October 31, 2022 and 2021, we had no income and incurred $36,470 and $15,739, respectively, in professional fees. The increase in professional fees was due to the fees incurred to bring the Company current in its filings with the Securities and Exchange Commission. The Company had an increase of $36,470 in liabilities the year ended October 31, 2022 compared with October 31, 2021. This increase was primarily due to funds loaned to the Company by shareholders for operating expenses.
The following table provides selected financial data about our company for the years ended October 31, 2022 and 2021.
Balance Sheet Data: | | 10/31/22 | | | 10/31/21 | |
| | | | | | |
Cash | | $ | - | | | $ | - | |
Total assets | | $ | - | | | $ | - | |
Total liabilities | | $ | 116,363 | | | $ | 79,893 | |
Stockholders’ deficit | | $ | (116,363 | ) | | $ | (79,893 | ) |
Liquidity and Capital Resources
Our cash balance at October 31, 2022 was $0, with $10,201 in accounts payable, $99,418 in loans payable to shareholders and $6,744 in loans payable to a related party. If we experience a shortage of funds in the next twelve months, we may utilize additional funds from our sole officer and director, Michael Noble, who has agreed to advance funds for operations. However, he has no formal commitment, arrangement or legal obligation to advance or loan funds to us.
Plan of Operation
Our current cash balance is $0, which is not sufficient to cover the expenses we will incur during the next twelve months. We are a start-up company and have generated $3,918 in revenue from inception to October 31, 2022. We have sold $60,000 in equity securities to pay for our start-up operations.
Our auditor has issued a going concern opinion. The continuation of the Company is dependent upon the continued financial support from our shareholders, our ability to obtain necessary equity financing to continue operations and the attainment of profitable operations.
Our plan of operation for the fiscal year 2023 will be on pursuing other business opportunities. We anticipate spending $10,000 on professional fees, including fees payable for complying with reporting obligations, $5,000 in general administrative costs and $1,500 in working capital. Total expenditures over the next 12 months are therefore expected to be approximately $16,500.
Current management and shareholders will provide funds to pay the costs of compliance to remain current in the Company’s filings with the Securities and Exchange Commission until such a time as the Company generates revenue to fund operations.
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).
Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were as follows:
(i) Going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business;
(ii) Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.
These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.
Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.
Actual results could differ from those estimates.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Going Concern
Our auditor has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. There is no assurance we will ever reach that point.
Item 8. Financial Statements
NFiniTi inc.
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
NFiniTi inc.
Carson City, Nevada
Opinion on the Financial Statements
We have audited the accompanying balance sheets of NFiniTi inc. (formerly known as American Oil & Gas, Inc.) (the Company) as of October 31, 2022 and 2021, and the related statements of operations, change in stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Consideration of the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses and has no operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Pinnacle Accountancy Group of Utah
We have served as the Company’s auditor since 2020.
Pinnacle Accountancy Group of Utah (a dba of Heaton & Company, PLLC)
Farmington, Utah
February 14, 2023
NFiniTi inc.
Balance Sheets
| | As of | | | As of | |
| | October 31, 2022 | | | October 31, 2021 | |
| | | | | | |
ASSETS | |
| | | | | | |
| Current Assets | | | | | | |
| Cash | | $ | - | | | $ | - | |
| Total Current Assets | | | - | | | | - | |
| Total Assets | | $ | - | | | $ | - | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' DEFICIT |
| | | | | | | | |
Current Liabilities | | | | | | | | |
Accounts Payable | | $ | 10,201 | | | $ | 6,553 | |
Loans Payable - Shareholders | | | 99,418 | | | | 68,349 | |
Loan Payable - Related Party | | | 6,744 | | | | 4,991 | |
| Total Current Liabilities | | | 116,363 | | | | 79,893 | |
| | | | | | | | |
| Commitments and Contingencies | | | | | | | | |
| | | | | | | | |
| Stockholders' Deficit | | | | | | | | |
Common Stock, $0.001 par value, 450,000,000 shares authorized; 120,000,000 shares issued and outstanding | | $ | 120,000 | | | $ | 120,000 | |
Additional Paid-In Capital | | | (60,000 | ) | | | (60,000 | ) |
Accumulated Deficit | | | (176,363 | ) | | | (139,893 | ) |
| Total Stockholders' Deficit | | | (116,363 | ) | | | (79,893 | ) |
Total Liabilities and Stockholders' Deficit | | $ | - | | | $ | - | |
The Accompanying Notes are an Integral Part of These Financial Statements
NFiniTi inc.
Statements of Operations
| | Year ended | | | Year ended | |
| | October 31, 2022 | | | October 31, 2021 | |
| | | | | | |
Revenues | | $ | - | | | $ | - | |
| | | | | | | | |
Expenses | | | | | | | | |
Professional Fees | | | 36,470 | | | | 15,739 | |
| Total Expenses | | | 36,470 | | | | 15,739 | |
| Net Operating Loss | | | (36,470 | ) | | | (15,739 | ) |
| | | | | | | | |
Net Loss | | $ | (36,470 | ) | | $ | (15,739 | ) |
Net Loss Per Basic and | | | | | | | | |
Diluted share | | $ | (0.00 | ) | | $ | (0.00 | ) |
Weighted average number of Common Shares outstanding | | | 120,000,000 | | | | 120,000,000 | |
The Accompanying Notes are an Integral Part of These Financial Statements
NFiniTi inc.
Statements of Changes in Stockholders' Deficit
For the years ended October 31, 2022 and 2021
| | Common | | | Additional | | | | | | Total | |
| | Stock | | | Paid-in | | | Accumulated | | | Stockholders' | |
| | Shares | | | Amount | | | Capital | | | Deficit | | | Deficit | |
| | | | | | | | | | | | | | | |
Balance, October 31, 2020 | | | 120,000,000 | | | $ | 120,000 | | | $ | (60,000 | ) | | $ | (124,154 | ) | | $ | (64,154 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net loss, year ended October 31, 2021 | | | - | | | | - | | | | - | | | | (15,739 | ) | | | (15,739 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance, October 31, 2021 | | | 120,000,000 | | | $ | 120,000 | | | $ | (60,000 | ) | | $ | (139,893 | ) | | $ | (79,893 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net loss, year ended October 31, 2022 | | | - | | | | - | | | | - | | | | (36,470 | ) | | | (36,470 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance, October 31, 2022 | | | 120,000,000 | | | $ | 120,000 | | | $ | (60,000 | ) | | $ | (176,363 | ) | | $ | (116,363 | ) |
The Accompanying Notes are an Integral Part of These Financial Statements
NFiniTi inc.
Statements of Cash Flows
| | Year ended | | | Year ended | |
| | October 31, 2022 | | | October 31, 2021 | |
| | | | | | |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |
| Net loss | | $ | (36,470 | ) | | $ | (15,739 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | |
| Changes in operating assets and liabilities: | | | | | | | | |
| Accounts Payable | | | 3,648 | | | | (800 | ) |
| Net cash used in operating activities | | | (32,822 | ) | | | (16,539 | ) |
| | | | | | | | |
| CASH FLOWS FROM INVESTING ACTIVITIES | | | - | | | | - | |
| | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | |
Proceeds from related party loans | | | 1,753 | | | | 4,991 | |
Proceeds from shareholder loans | | | 31,069 | | | | 11,548 | |
| Net cash provided by financing activities | | | 32,822 | | | | 16,539 | |
| Net change in cash | | | - | | | | - | |
| | | | | | | | |
| Cash at beginning of period | | | - | | | | - | |
| Cash at end of period | | $ | - | | | $ | - | |
| | | | | | | | |
| | | | | | | | |
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | | | | | | | | |
| | | | | | | | |
| Cash paid for: | | | | | | | | |
| Interest | | $ | - | | | $ | - | |
| Income Taxes | | $ | - | | | $ | - | |
The Accompanying Notes are an Integral Part of These Financial Statements
NFiniTi inc.
Notes to Financial Statements
For the Years Ended October 31, 2022 and 2021
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
NFiniTi inc. was incorporated under the laws of the State of Nevada on January 23, 2012, as American Oil and Gas Inc. The Company was formed to engage in the acquisition, exploration and development of oil and gas properties. On December 30, 2021, the name of the Company was changed to NFiniTi inc.
The Company is in the exploration stage. The Company currently does not operate any properties. The Company has not commenced any exploration activities.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The Company’s financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).. The Company has elected an October 31, year-end.
Basic Earnings (loss) Per Share
In accordance with ASC 260, “Earnings Per Share,” basic net earnings (loss) per share amounts is computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.
Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
The carrying amount of account payable, loans payable – shareholders and loan payable – related party approximate their estimated fair value due to the short-term maturities of these financial instruments.
Income Taxes
Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred income taxes in accordance with ASC 740, “Income Taxes.” . Deferred income taxes are recognized for temporary differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future. Deferred income taxes are also recognized for net operating loss carryforwards that are available to offset future taxable income and research and development credits.
NFiniTi inc.
Notes to Financial Statements
For the Years Ended October 31, 2022 and 2021
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
ASC 740 clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. We have determined that the Company does not have uncertain tax positions on its tax returns for the years 2022 and prior. Based on evaluation of the 2021 transactions and events, the Company does not have any material uncertain tax positions that require measurement. Because the Company had a full valuation allowance on its deferred tax assets as of the years ended October 31, 2022 and 2021, the Company has not recognized any tax benefits since inception.
Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. We had no accrual for interest or penalties on our balance sheets at October 31, 2022 or 2021, and have not recognized interest and/or penalties in the statement of operations for the years ended October 31, 2022 or 2021.
Advertising
The Company will expense its advertising when incurred. There has been no advertising since inception.
Stock-Based Compensation
The Company accounts for equity awards issued to employees and non-employees for services rendered in accordance with the provisions of ASC 718, “Compensation - Stock Compensation.” These transactions are accounted for based on the grant date fair value of the equity award issued. A resulting compensation expense is recorded over the requisite service period, which is typically the vesting period.
Reclassification
As of October 31, 2021, $68,349 has been reclassified from loan payable to related party to shareholder loans due to changes in the company’s stock ownership percentages. Also, on the statement of cash flows, $11,548 has been reclassified from proceeds from related party loans to proceeds from shareholder loans for the same reason.
NFiniTi inc.
Notes to Financial Statements
For the Years Ended October 31, 2022 and 2021
NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS
The Company has evaluated all the recent accounting pronouncements through the date the financial statements were issued and believes that none of them will have a material effect on the Company’s financial statements.
NOTE 4. GOING CONCERN
The accompanying financial statements are presented on a going concern basis. The Company has had limited operations during the period from January 23, 2012 (date of inception) to October 31, 2022 and generated an accumulated deficit of $176,363. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The Company currently has 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 October 31, 2022, the Company had a working capital deficit of $116,363 and $0 cash, compared to a working capital deficit of $79,893 and cash of $0 as of October 31, 2021.
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 5. RELATED PARTY TRANSACTIONS
As of October 31, 2022 and 2021, $6,744 and $4,991, respectively, was owed to Michael Noble, the sole officer and director of the Company, from funds loaned by him to the Company. These advances are non-interest bearing with no specific repayment terms. The Company received $1,753 and $4,991 from Mr. Noble during the years ended October 31, 2022 and 2021, respectively, and did not make any repayments.
NOTE 6. INCOME TAXES
Income Taxes
| a) | The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended October 31, 2022 and 2021 |
NFiniTi inc.
Notes to Financial Statements
For the Years Ended October 31, 2022 and 2021
NOTE 6. INCOME TAXES AND NET OPERATING LOSSES (Continued)
| | 2022 | | | 2021 | |
| | | | | | |
Net (loss) before income taxes | | $ | (36,470 | ) | | $ | (15,739 | ) |
Adjusted net loss for tax purposes | | | (36,470 | ) | | | (15,739 | ) |
Statutory rate | | | 21 | % | | | 21 | % |
| | | | | | | | |
Income tax benefit | | | (7,659 | ) | | | (3,305 | ) |
Change in valuation allowance | | | 7,659 | | | | 3,305 | |
Provision for income taxes | | $ | - | | | $ | - | |
| b) | Deferred Income Tax Assets Deferred taxes are provided on a liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. |
-
| c) | Cumulative Non-Capital Losses |
| | |
| | At October 31, 2022, the Company had net operating loss carryforwards of approximately $176,363 that may be offset against future taxable income for the year 2023 through 2042. No tax benefit from continuing or discontinued operations have been reported in the October 31, 2022 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, 2022 and 2021. |
| | |
| | The Company does not expect the amount of unrecognized tax benefits to materially change within the next twelve months. |
| | |
| | The Company is required to file income tax returns in the U.S. and the state of Nevada. |
NOTE 7. STOCKHOLDERS’ DEFICIT
The stockholders’ deficit section of the Company contains the following classes of capital stock as of October 31, 2022 and October 31, 2021:
Common stock, $ 0.001 par value: 450,000,000 shares authorized; 120,000,000 shares issued and outstanding.
NFiniTi inc.
Notes to Financial Statements
For the Years Ended October 31, 2022 and 2021
NOTE 7. STOCKHOLDERS’ DEFICIT (continued)
Effective December 30, 2021, the Company effected a six for one forward stock split of its issued and outstanding common stock. As a result, its authorized capital increased from 75,000,000 to 450,000,000 shares of common stock with a par value of $0.001 and it’s issued and outstanding shares increased from 20,000,000 shares of common stock to 120,000,000 shares of common stock. All share amounts have been retroactively adjusted for all periods presented.
NOTE 8. SUBSEQUENT EVENTS
The Company has evaluated events subsequent to the date these financial statements were issued to assess the need for potential recognition or disclosure in this report. Based upon this evaluation, it was determined that no subsequent events occurred that require recognition or disclosure in the financial statements.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer (our president), we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective such that the material information required to be included in our Securities and Exchange Commission reports was not accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to our company, particularly during the period when this report was being prepared.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.
Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.
A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
Under the supervision and with the participation of our president, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of October 31, 2022, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 2013 (COSO). Based on our evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the evaluation date due to the factors stated below.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of evaluation date and identified the following material weaknesses:
Insufficient Resources: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.
Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.
Lack of Audit Committee & Outside Directors on the Company’s Board of Directors: We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.
Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future.
Management, including our president, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.
Changes in Internal Controls Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter for our fiscal year ended October 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.