UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) October 27, 2023
NFiniTi inc. |
(Exact Name of Registrant as Specified in Its Charter) |
Nevada
(State or Other Jurisdiction of Incorporation)
333-180164 | 99-0372611 | |
(Commission File Number) | (IRS Employer Identification No.) | |
Pampana 18 La Cruz, C.P. 63734 La Cruz de Huanacaxtle Navarit, Mexico | 77027 | |
(Address of Principal Executive Offices) | (Zip Code) |
Phone: +523221984348
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 4.01 Changes in Registrant’s Certifying Accountant.
On October 27, 2023, NFiniTi Inc. (the “Company”) was informed that Pinnacle Accountancy Group of Utah a dba of Heaton & Company, PLLC (“Pinnacle”) had sold a portion of its business to GreenGrowth CPAs (“GreenGrowth”).
On January 10, 2024, the Company engaged and executed an agreement with GreenGrowth CPAs (“GreenGrowth”), as the Company’s new independent accountant to replace Pinnacle.
The reports of Pinnacle regarding the Company’s financial statements for the fiscal years ended October 31, 2022 and 2021, being the two most recent fiscal years for which the Company has filed audited financial statements with the Securities and Exchange Commission (the “SEC”), did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except to indicate that there was substantial doubt about the Company’s ability to continue as a going concern.
The board of directors of the Company, acting as the audit committee, approved the decision to change independent accountants.
During the fiscal years ended October 31, 2022 and 2021, and through January 10, 2024, the Company had no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with Pinnacle on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Pinnacle would have caused Pinnacle to make reference thereto in connection with its report.
During the fiscal years ended October 31, 2022 and 2021, and through January 10, 2024, the Company did not experience any reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except that management of the Company discussed with Pinnacle the continued existence of material weaknesses in the Company’s internal control over financial reporting.
The Company requested Pinnacle to furnish it with a letter addressed to the SEC stating whether or not Pinnacle agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated January 10, 2024, is filed as Exhibit 16.1 to this current report on Form 8-K.
During the Company’s fiscal years ended October 31, 2022 and 2021, and through January 10, 2024 neither the Company nor anyone on the Company’s behalf consulted with Pinnacle regarding any of the following:
(i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Pinnacle concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or
(ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. |
| Description |
| Letter from Pinnacle Accountancy Group of Utah a dba of Heaton & Company, PLLC | |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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 hereunto duly authorized.
Date: January 22, 2024
By: | /s/ Michael Noble |
|
Name: Michael Noble |
| |
Title: President |
| |
| 3 |
