Each one in plain English, with the numbers worked through for a shareholder.
23 May 2025capital raising announcement▼ BadMajor
On May 20, 2025 NFiniTi signed an equity line with RH2 Equity Partners under which it can sell up to $20,000,000 of new shares through May 20, 2027, at NFiniTi's choice of notice. Shares sold on a pricing-period basis are priced at 60% of the lower of the lowest closing price or lowest average daily trading price, and sales are capped at 19.99% of outstanding shares unless shareholders approve. NFiniTi must file a resale registration on Form S-1 within 30 days. This gives the company a funding source but at a steep discount to market, which could dilute existing shareholders (inference); it comes alongside the RH2 convertible note filed the same day.
23 May 2025asset acquisition disposition● NeutralMajor
On May 20, 2025 NFiniTi's new subsidiary NFiniTi 2 Inc. acquired Metavox Holdings LLC, a web3 metaverse platform developer, by issuing 90% of its own equity to Metavox's members; NFiniTi received the other 10% as a dividend. NFiniTi also issued the subsidiary a $500,000 convertible note (50% discount, so $250,000 funded, 15% interest, due May 20, 2027, convertible at a 25% discount to the lowest 30-day average price), the same structure as the CyberSyn deal the same day. This adds a second fintech/web3 line beside the beverage business and the CyberSyn holding, and Metavox financials and pro forma figures are promised by August 1, 2025. The filing also says NFiniTi stopped being a shell company after the February 2025 Artisan deal, though the RH2 filings filed alongside it still describe it as a shell.
On May 20, 2025 NFiniTi issued a $1,000,000 convertible note to RH2 Equity Partners with a 50% discount, so only $500,000 is funded. It carries 15% interest and is due May 20, 2026, and can be converted into shares at 75% of the lowest 30-day average trading price (4.99% ownership cap, up to 9.99%). The filing requires NFiniTi to register the conversion shares on Form S-1 within 30 days and gives RH2 a 12-month right of first refusal on future offerings. If NFiniTi defaults, the rate rises to 18%. Conversion at a discount to market could dilute existing shareholders (inference), adding to the convertible-note exposure already in the history.
23 May 2025asset acquisition disposition● NeutralMajor
On May 20, 2025 NFiniTi's new subsidiary NFiniTi 1 Inc. acquired CyberSyn LLC, a pre-revenue, pre-launch crypto exchange software company, by issuing 90% of its own equity to CyberSyn's members; NFiniTi keeps the other 10%, and CyberSyn names three of five subsidiary directors. NFiniTi also issued the subsidiary a $500,000 convertible note (50% original discount, so $250,000 funded, 15% interest, due May 20, 2027) convertible at a 25% discount to the lowest 30-day average price. So NFiniTi's stake in the new fintech business is 10% of the subsidiary's equity, plus the note, which could add shares if converted. It adds a fintech line alongside the beverage business. CyberSyn's financials and pro forma figures are promised by August 1, 2025.
On February 10, 2025 NFiniTi signed, and on February 13 closed, a share exchange to buy Artisan Beverages, Inc., a ready-to-drink cocktail maker with an exclusive license for TGI Fridays-branded beverages in the Western Hemisphere. It issued 15,788,578,500 new shares, which is 99.2% of the shares outstanding, to Artisan's sole holder, Summit Consumer Products, so existing shareholders were left with about 0.8% (arithmetic from the stated 99.2%). The filing treats this as a reverse acquisition with Artisan as the acquirer, and says the beverage business is now the principal business, replacing the abandoned oil and gas plan. Brian Johnston became President/CEO and a director, Neville Joanes became a director, and Michael Noble resigned his officer roles but stays as a director. This replaces the earlier NFTUS plan, which the filing does not mention.
NFiniTi dismissed GreenGrowth CPAs as its auditor on January 7, 2025 and engaged Faiza Mehmood of FM Financial Services LLC on January 8, 2025. GreenGrowth's report on the year ended October 31, 2023 included a going-concern doubt, and management discussed continuing material weaknesses in internal controls with it. The filing reports no disagreements with GreenGrowth. This is the third auditor change since 2020.
NFiniTi was told on October 27, 2023 that its auditor Pinnacle had sold part of its business to GreenGrowth CPAs, and on January 10, 2024 it engaged GreenGrowth as its new auditor. Pinnacle's reports for fiscal years ended October 31, 2022 and 2021 included a going-concern doubt, and management discussed continuing material weaknesses in internal controls with Pinnacle. The filing does not mention the NFTUS deal.
On December 20, 2021 the company signed a non-binding letter of intent to buy NFTUS Corp. by issuing 10,000,000 restricted shares (before a planned 6-for-1 forward split), and said it would change its name to NFiniTi Inc. The deal depends on due diligence, a definitive agreement and approvals, and would see Michael Noble replaced by Peter Lachapelle as President and sole director. The letter says it ends automatically 20 days after its date unless a definitive agreement is signed. This is a move away from the earlier oil and gas business, but nothing has closed.
The company (then American Oil & Gas Inc., now based in Mexico) says Haynie resigned as auditor on July 30, 2019, and that it engaged Pinnacle Accounting Group of Utah on November 20, 2020. The last audited statements it had were for fiscal years ended January 31, 2017 and 2016, and Haynie's reports on those carried a going-concern paragraph. It says it has given Pinnacle the information needed to bring its filings current, continuing the long catch-up on overdue reports.
The company (then named American Oil & Gas Inc., Houston) hired Haynie & Company, PC as its auditor on September 29, 2017, after being told its previous auditor had retired. It says it has given Haynie the financial information needed to bring its overdue SEC filings current, which fits the string of late-filing notices in 2014-2015. The filing also says Ronald Pantin Carvallo became CEO and a director on June 13, 2017, with Shane Reeves staying on as CFO and President. It also reports a non-binding letter of intent with PentaNova Energy Corp. to farm into its interest in the Sinu-9 block in Colombia (313,639 gross acres): the company would take 50% of PentaNova's 80% working interest by replacing the license guarantee and funding 100% of the Phase I minimum work program over 3 years. The filing does not say the deal has closed.
