DEF 14C: NFiniTi Inc. Announces Reverse Stock Split and Name Change to Artisan Beverages, Inc.
Information Statement
NFiniTi Inc. will implement a 1-for-500 reverse stock split and change its name to Artisan Beverages, Inc., following approval by the board and a majority stockholder.
Summary
- NFiniTi Inc. is implementing a 1-for-500 reverse stock split of its common stock.
- The company is also changing its name to Artisan Beverages, Inc.
- These actions have been approved by the Board of Directors and a stockholder holding 73.3% of the outstanding shares as of February 20, 2025.
- The reverse stock split is expected to be effective approximately March 31, 2025, and the name change around June 3, 2025.
- The company completed a reverse acquisition of Artisan Beverages on February 10, 2025, issuing 15,788,578,500 shares of common stock.
- Post reverse split, 30,917,157 shares will be issued to Summit Consumer Products.
- The company's strategy is to manufacture and distribute alcoholic beverages, holding an exclusive license for TGI Fridays-branded beverages in the Western Hemisphere.
- The company anticipates spending $31,500 over the next 12 months on professional fees, administrative costs, and working capital.
Sentiment
Score: 4
Explanation: The document contains both positive developments (reverse acquisition, name change, TGI Fridays license) and significant financial concerns (going concern, working capital deficit, lack of revenue). The overall sentiment is cautiously negative due to the financial challenges.
Positives
- The reverse acquisition of Artisan Beverages provides a new business direction for the company.
- The company holds an exclusive license to manufacture TGI Fridays-branded beverages in the Western Hemisphere.
- The company intends to initiate production in the eastern United States and Mexico, with plans for future expansion into Central America.
Negatives
- The company has a going concern opinion from its auditor.
- The company has a working capital deficit of $190,452 as of October 31, 2024.
- The company generated no revenue for the three month periods ended January 31, 2025 and 2024.
- The company's common stock trades as a penny stock classification which limits the liquidity for NFiniTis common stock.
Risks
- The reverse stock split may have anti-takeover effects.
- There is no assurance that the market capitalization will remain the same or increase after the reverse stock split.
- The liquidity of the company's common stock could be adversely affected following the reverse stock split.
- The company's stock is subject to penny stock rules, which may limit trading activity.
- The company is dependent on loans from its president and unrelated parties for operating capital.
- The company has a going concern opinion from its auditor.
Future Outlook
The company plans to manufacture and distribute alcoholic beverages, focusing on the TGI Fridays-branded beverages in the Western Hemisphere. The company anticipates spending $31,500 over the next 12 months on professional fees, administrative costs, and working capital.
Industry Context
The company is entering the ready-to-drink cocktail market, which has seen significant growth in recent years. The exclusive license with TGI Fridays provides a recognizable brand for market entry.
Comparison to Industry Standards
- The ready-to-drink (RTD) cocktail market is competitive, with major players like Diageo, Pernod Ricard, and Anheuser-Busch InBev also investing in this space.
- Companies like Boston Beer Company (SAM) and Mark Anthony Brands (White Claw) have seen success with similar strategies in the broader alcoholic beverage market.
- The TGI Fridays brand provides a potential advantage, but success will depend on effective manufacturing, distribution, and marketing strategies.
- Compared to established players, Artisan Beverages is in an early stage and faces challenges in scaling production and distribution.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| President, Secretary, Treasurer and Director | Michael Noble | Brian Johnston | February 13, 2025 | Reverse Acquisition of Artisan Beverages |
| Director | NA | Neville Joanes | February 13, 2025 | Reverse Acquisition of Artisan Beverages |
| Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer | Michael Noble | NA | February 13, 2025 | Resignation |
Legal Proceedings
- The company is not currently involved in any legal proceedings.
Related Party Transactions
- As of October 31, 2024, $14,452 was owed to Brian Johnson, current president and sole director of the Company from funds loaned by him to the Company and is non-interest bearing with no specific repayment terms.
Stakeholder Impact
- Shareholders will experience a reduction in the number of shares they hold due to the reverse stock split.
- The name change may impact brand recognition and investor perception.
- Employees may see changes in company direction and operations due to the reverse acquisition.
- Customers may see new products and marketing efforts related to the TGI Fridays-branded beverages.
Next Steps
- Implement the 1-for-500 reverse stock split.
- Change the company name to Artisan Beverages, Inc.
- Establish manufacturing and distribution agreements for TGI Fridays-branded beverages.
- Initiate production in the eastern United States and Mexico.
- Expand distribution into Central America.
Key Dates
| Date | Description |
|---|---|
| January 23, 2012 | Company incorporated as American Oil and Gas Inc. |
| October 30, 2020 | Michael Noble appointed as Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer and a director |
| December 30, 2021 | Company changed its name to NFiniTi inc. |
| November 24, 2021 | Company began pursuing other business opportunities to increase shareholder value. |
| April 19, 2024 | Date of License Agreement between TGI Fridays Inc and Artisan Beverages, Inc. |
| February 7, 2025 | Brian Johnston appointed President, Secretary, Treasurer and director; Neville Joanes appointed director. |
| February 10, 2025 | NFiniTi entered into a Share Exchange Agreement with Artisan Beverages, Inc. |
| February 13, 2025 | Share Exchange Agreement consummated; Brian Johnston appointed as President, Secretary, and Treasurer and a Director of the Company, and Neville Joanes was appointed a director of the Company; Michael Noble resigned his offices as Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer, but remains as a director. |
| February 20, 2025 | Board of Directors and consenting stockholder approved reverse stock split and name change. |
| February 28, 2025 | Date for security ownership information. |
| March 31, 2025 | Anticipated effective date of the reverse stock split. |
| May 1, 2025 | Company had 450,000,000 shares of common stock issued and outstanding. |
| May 14, 2025 | Record date for information statement and date of first furnishing of information statement. |
| June 3, 2025 | Anticipated effective date of the name change. |
Keywords
Artisan Beverages, reverse stock split, name change, TGI Fridays, alcoholic beverages, reverse acquisition, NFTN, Summit Consumer Products
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