UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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Commission file number
(Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation or organization)
(Address of principal executive offices, including zip code.)
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(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.
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).
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 | ☐ |
☒ | 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
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
ITEM 1. FINANCIAL INFORMATION
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PART I – FINANCIAL INFORMATION |
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| Table of Contents |
NFiniTi inc. | |||||||
Balance Sheets (unaudited) |
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| October 31, 2021 |
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ASSETS |
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Current Assets |
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Cash |
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Total Current Assets |
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Total Assets |
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LIABILITIES STOCKHOLDERS' DEFICIT | ||||||||
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Current Liabilities |
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Accounts Payable |
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Shareholder Loan |
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Loan Payable - Related Party |
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Total Current Liabilities |
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Commitments and Contingencies |
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Stockholders' Deficit |
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Common stock, $ |
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Additional Paid-In Capital |
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Accumulated Deficit |
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Total Stockholders' Deficit |
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Total Liabilities |
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Stockholders' Deficit |
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The Accompanying Notes are an Integral Part of These Condensed Unaudited Financial Statements
F-1 |
| Table of Contents |
NFiniTi inc.
Statements of Operations (unaudited)
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| April 30, 2021 |
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| April 30, 2022 |
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| April 30, 2021 |
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Revenues |
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Expenses |
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Professional Fees |
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Total Expenses |
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Net Loss from Operations |
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Net Loss |
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Net Loss Per Basic and |
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Diluted share |
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Weighted average number of Common Shares outstanding |
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The Accompanying Notes are an Integral Part of These Condensed Unaudited Financial Statements
F-2 |
| Table of Contents |
NFiniTi inc. | ||||||||||||||||||||||
Statements of Changes in Stockholders' Deficit | ||||||||||||||||||||||
For the three and six months ended April 30, 2022 and 2021 (unaudited) |
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Balance, October 31, 2020 |
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Net loss |
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Balance, January 31, 2021 |
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Net loss |
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Balance, April 30, 2021 |
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Balance, October 31, 2021 |
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Net loss |
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Balance, January 31, 2022 |
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Net loss |
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Balance, April 30, 2022 |
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The Accompanying Notes are an Integral Part of These Unaudited Financial Statements
F-3 |
| Table of Contents |
NFiniTi, inc.
Statements of Cash Flows (unaudited)
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Changes in operating assets and liabilities: |
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Accounts Payable |
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Net cash used in operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Proceeds from Shareholder Loan |
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Proceeds from Loan Payable - Related Party |
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Net cash provided by financing activities |
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Net change in cash |
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Cash at beginning of period |
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Cash at end of period |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
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Cash paid during the period for: |
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Interest |
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Income Taxes |
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The Accompanying Notes are an Integral Part of These Condensed Unaudited Financial Statements
F-4 |
| Table of Contents |
NFiniTi inc.
Notes to Condensed Financial Statements
April 30, 2022 (unaudited)
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
NFiniTi inc. was incorporated under the laws of the State of Nevada on January 23, 2012, as American Oil and Gas Inc. The Company was formed to engage in the acquisition, exploration and development of oil and gas properties. On December 30, 2021, the name of the Company was changed to NFiniTi inc.
The Company is in the exploration stage. The Company currently does not operate any properties. The Company has not commenced any exploration activities.
A non-binding LOI was signed with NFTUS on December 20, 2021 but expired without a definitive agreement being consummated and no further efforts are being made to consummate a deal with NFTUS at this time.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected an October 31 year-end.
The accompanying unaudited interim financial statements of the Company are condensed and have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.
The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2021 as reported in the Form 10-K have been omitted.
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. The Company has adopted the provisions of ASC No. 260.
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.
F-5 |
| Table of Contents |
NFiniTi inc.
Notes to Condensed Financial Statements
April 30, 2022 (unaudited)
NOTE 2. 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, accounts payable, shareholder loan, 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 2021 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, 2021 and 2020, the Company has not recognized any tax benefits since inception.
Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. We had no accrual for interest or penalties on our balance sheets at April 30, 2022 or October 31, 2021, and have not recognized interest and/or penalties in the statements of operations for the years ended October 31, 2021 or 2020, or subsequently during the six months ended April 30, 2022.
F-6 |
| Table of Contents |
NFiniTi inc.
Notes to Condensed Financial Statements
April 30, 2022 (unaudited)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Advertising
The Company will expense its advertising when incurred. There has been no advertising since inception.
Stock Transactions
Transactions, other than employees’ stock issuances, are accounted for in accordance with ASC No. 505 based on the fair value of the consideration received. Transactions related to employees’ and non-employees’ stock issuances for services are accounted for in accordance with ASC No. 718 based on the fair value of the equity instruments issued. An expense for services will be recognized in operations over the requisite service period, which is typically the vesting period.
NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS
The Company has evaluated all the recent accounting pronouncements through the date the financial statements were issued and believe that none of them will have a material effect on the Company’s financial statements.
NOTE 4. GOING CONCERN
The accompanying financial statements are presented on a going concern basis. The Company has had limited operations during the period from January 23, 2012 (date of inception) to April 30, 2022 and generated an accumulated deficit of $
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.
F-7 |
| Table of Contents |
NFiniTi inc.
Notes to Condensed Financial Statements
April 30, 2022 (unaudited)
NOTE 5. RELATED PARTY TRANSACTIONS
As of April 30, 2022, $
NOTE 6. SHAREHOLDER LOAN
During the quarter ended April 30, 2022, a shareholder, Mike Baron who owns
NOTE 7. STOCKHOLDERS’ DEFICIT
The stockholders’ deficit section of the Company contains the following classes of capital stock as of April 30, 2022 and October 31, 2021:
Common stock, $
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
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 issued. Based upon this evaluation, it was determined that, no subsequent events occurred that require recognition or disclosure in the financial statements.
F-8 |
| Table of Contents |
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 and six-month periods ended April 30, 2022 and 2021.
We incurred operating expenses of $10,549 and $2,212 for the three-month periods ended April 30, 2022 and 2021, respectively. The operating expenses were comprised of professional fees. The increase was due to the professional fees associated with keeping the Company current in its filings with the SEC.
We incurred operating expenses of $29,067 and $10,252 for the six-month periods ended April 30, 2022 and 2021, respectively. The operating expenses were comprised of professional fees. The increase was due to the professional fees associated with keeping the Company current in its filings with the SEC.
Our net loss for the three months ended April 30, 2022 and 2021 was $10,549 and $2,212, respectively. Our net loss for the six months ended April 30, 2022 and 2021 was $29,067 and $10,252, respectively.
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.
Liquidity and Capital Resources
Our cash balance at April 30, 2022 was $0, with $6,728 in accounts payable, $23,139 in loans payable to a shareholder and $79,093 in loans payable to related parties. If we experience a shortage of funds in the next twelve months, we may utilize additional funds from our director, Michael Noble and our major shareholder, Robert Gelfand, who have agreed to advance funds for operations, however they have no formal commitment, arrangement or legal obligation to advance or loan funds to us.
Net cash used in operating activities was $28,892 during the six months ended April 30, 2022 and net cash used in operating activities was $11,165 during the six months ended April 30, 2021.
Net cash used in investing activities was $0 during the six months ended April 30, 2022 and 2021.
Net cash provided by financing activities was $28,892 during the six months ended April 30, 2022 and net cash provided by financing activities was $11,165 during the six months ended April 30, 2021.
Plan of Operation
We are a development stage company with no revenues and a short operating history. Our independent auditor has issued an audit opinion on our audited financial statements for the years ended October 31, 2021 and 2020, which includes a statement expressing substantial doubt as to our ability to continue as a going concern.
Our focus for the fiscal year ended October 31, 2022 will be on pursuing other business opportunities to increase shareholder value.
During fiscal 2022, we anticipate spending $10,000 on professional fees, including fees payable for complying with reporting obligations, $5,000 in general administrative costs and $1,500 in working capital. Total expenditures over the next 12 months are therefore expected to be approximately $16,500.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
| 3 |
| Table of Contents |
Going Concern
Our auditor has issued a going concern opinion on our audited financial statements for the years ended October 31, 2021 and 2020. The continuation of the Company is dependent upon the continued financial support from our shareholders, our ability to obtain necessary equity financing to continue operations and the attainment of profitable operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not required under Rule 12b-2 of the Securities Exchange Act of 1934 for “smaller reporting companies.”
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Management maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of April 30, 2022.
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 April 30, 2022, 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.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Our Company is not involved in any material litigation and we are unaware of any threatened material litigation. From time to time, we may become involved in litigation relating to claims arising from the ordinary course of our business.
ITEM 1A. RISK FACTORS
Not required under Rule 12b-2 of the Securities Exchange Act of 1934 for “smaller reporting companies.”
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There were no defaults upon senior securities during the period ended April 30, 2022.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
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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 |
| ||
| ||
| Sec. 302 Certification of Chief Executive Officer and Chief Financial Officer | |
| 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. |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB |
| Inline XBRL Taxonomy Extension Labels Linkbase Document. |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase 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 June 21, 2022 | By: | /s/ Michael Noble | |
Michael Noble, Chief Executive Officer, Chief Financial Officer and Director | |||
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