SCHEDULE: NFiniTi Inc. Undergoes Major Ownership Shift with Artisan Beverages Acquisition

NFiniTi Inc. has completed a share exchange agreement, resulting in Summit Consumer Products Inc. acquiring 99.2% of its common stock in exchange for Artisan Beverages, Inc.

Summary

• NFiniTi Inc. entered into a Share Exchange Agreement on February 10, 2025, which was consummated on February 13, 2025.
• Under the agreement, NFiniTi acquired all issued and outstanding shares of Artisan Beverages, Inc., a Delaware corporation.
• In consideration, NFiniTi issued 15,788,578,500 shares of its common stock to Summit Consumer Products Inc., which was the sole stockholder of Artisan Beverages.
• This issuance represents 99.2% of NFiniTi's issued and outstanding common stock.
• Prior to the transaction, NFiniTi had 120,000,000 shares outstanding and 330,000,000 authorized shares available for issuance.
• A 1-for-500 reverse stock split was disclosed in a Schedule 14C, meaning NFiniTi will issue 30,917,157 shares to Summit Consumer Products after the split, instead of the original 15,458,578,500 balance.
• Brian Johnston, President of NFiniTi, also serves as President of Tactical Funds Ltd. and Summit Consumer Products Inc., and controls the voting and dispositive power of the shares held by Summit.
• Tactical Funds Ltd. beneficially owns 1,827,232,000 shares, representing 11.5% of the class.
• The reporting persons (Brian Johnston, Tactical Funds Ltd., and Summit Consumer Products Inc.) are filing jointly as they may constitute a 'group'.

Sentiment

Score: 6

Explanation: The transaction represents a significant strategic shift and acquisition for NFiniTi, which can be positive for its future business prospects. However, the massive dilution for existing shareholders and the effective change of control could be viewed negatively by some investors. The filing itself is factual and reports a completed event.

Positives

• NFiniTi Inc. successfully acquired Artisan Beverages, Inc., potentially expanding its business operations and strategic scope.
• The transaction consolidates a significant majority ownership (99.2%) under Summit Consumer Products Inc., which could lead to more streamlined decision-making and strategic alignment.

Negatives

• The issuance of 15,788,578,500 shares resulted in massive dilution for pre-existing shareholders, as Summit Consumer Products Inc. now owns 99.2% of the company.
• NFiniTi's authorized shares were insufficient for the transaction, necessitating a reverse stock split and further share issuance to complete the acquisition.

Risks

• The reporting persons may increase or decrease their position in NFiniTi Inc. depending on prevailing market conditions, other investment opportunities, and the availability of shares.
• Summit Consumer Products Inc. reserves the right to dispose of any or all of its shares in the open market (if available) or through private transactions at any time.
• The future trading of NFiniTi's common stock is uncertain, as the reporting persons note they may purchase shares 'if the Issuer's common stock is traded in the future'.

Future Outlook

The reporting persons acquired the shares for investment purposes and intend to review their investment on a continuing basis. They may endeavor to increase or decrease their position in the Issuer through open market purchases (if the stock is traded) or private transactions. They reserve the right to engage in communications with NFiniTi's management and other stakeholders regarding the Issuer's business, operations, and future plans, and may cause or introduce strategic or corporate transactions.

Management Comments

• Mr. Johnston is the President of and votes NFiniTi shares of common stock held by Summit Consumer Products.
• Mr. Johnston is also President of Tactical.
• Each of Tactical and Summit Consumer Products has given Mr. Johnston the authority to invest the funds of each of those entities in securities (including shares of common stock of the Issuer), hold, vote and dispose of securities (including shares of common stock of the Issuer) and file this Schedule 13D.

Industry Context

This filing indicates a significant consolidation of ownership in NFiniTi Inc. through the acquisition of Artisan Beverages, Inc. The nature of Artisan Beverages' business is not detailed, but the transaction suggests a strategic move by NFiniTi to integrate or expand into a new area, or a change in control. The massive share issuance and subsequent reverse split are typical mechanisms for such large-scale corporate restructuring or acquisitions, often seen when a private entity is effectively taking over a public shell or significantly altering its capital structure.

Comparison to Industry Standards

• The acquisition of 99.2% of a company's outstanding shares by a single entity (Summit Consumer Products Inc.) through a share exchange is a highly unusual and significant event, effectively a change of control. This is not a typical market acquisition but rather a strategic maneuver, often seen in reverse mergers or similar transactions where a private company gains control of a public entity.
• The subsequent 1-for-500 reverse stock split is a common practice following such large share issuances to reduce the number of outstanding shares and potentially increase the per-share price, making the stock more attractive for future trading or listing.
• The beneficial ownership structure, where Brian Johnston holds key management roles in both the acquiring entities (Tactical, Summit) and the acquired entity (NFiniTi), indicates a highly concentrated control structure, which can be compared to private companies or closely held public companies rather than widely dispersed public ownership.

Corporate Governance

Legal Proceedings

• None of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last ten years.
• None of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding violations with respect to such laws.

Related Party Transactions

• Brian Johnston is the President of NFiniTi Inc., Tactical Funds Ltd., and Summit Consumer Products Inc., and controls the voting and dispositive power of shares held by Summit.
• Summit Consumer Products Inc. was the sole stockholder of Artisan Beverages, Inc., which was acquired by NFiniTi Inc. through a share exchange.
• Tactical Funds Ltd. is a shareholder of Summit Consumer Products Inc.

Stakeholder Impact

• Shareholders: Existing shareholders experienced significant dilution due to the issuance of 15,788,578,500 new shares, resulting in Summit Consumer Products Inc. owning 99.2% of the company. The subsequent reverse stock split will further consolidate shares.
• Management/Control: Brian Johnston, as President of NFiniTi and the controlling entities (Summit and Tactical), now holds consolidated control over the company's strategic direction and operations.

Next Steps

• The reporting persons intend to review their investment in NFiniTi Inc. on a continuing basis.
• They may endeavor to increase their position through additional purchases or dispose of shares.
• They may engage in communications with NFiniTi's management and board regarding business, operations, and future plans.
• NFiniTi will issue the balance of shares to Summit Consumer Products Inc. after giving effect to the 1-for-500 reverse stock split.

Key Dates

Keywords

NFiniTi inc., Artisan Beverages Inc., Summit Consumer Products Inc., Tactical Funds Ltd., Share Exchange Agreement, Beneficial Ownership, Schedule 13D, Reverse Stock Split, Corporate Acquisition, Brian Johnston, SEC Filing