UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~February 28~~August 31, 2018


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________to

Commission File Number: 000-55018

Infinity Distribution, Inc.

(Exact name of registrant as specified in its charter)

Nevada	47-3900562
(State or Other Jurisdiction	(I.R.S. Employer
of Incorporation or Organization)	Identification No.)

3311 S. Rainbow Blvd., #135, Las Vegas, NV	89146
(Address of principal executive offices)	(Zip Code)

(702) ~~581~~881-~~4063~~5208

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 past 90 days.

Yes ☑þ No ☐o

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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). Yes ☑ þ No ☐ ~~Not Applicable~~o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the 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 ☐ Non-accelerated filer ☐ Smaller reporting company ☑þ ~~(Do not check if 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 ☐ o No ☑þ

There were 1011,~~995~~278,~~000~~333 shares of Common Stock outstanding as of April 235, ~~2018~~2019.

Table of Contents

Infinity Distribution, Inc.

Index to Form 10-Q

For the Quarterly Period Ended ~~February~~August 2831, 2018

PART I	Financial Information	3
ITEM 1.	Financial Statements	3
	Unaudited Balance Sheets as of February 28, 2018 and May 31, 2017	3
	Unaudited Balance Sheets as of August 31, 2018 and May 31, 2018	3
	Unaudited Statements of Operations for the three and nine months ended February 28, 2018 and the three and nine months ended February 28, 2017	4
	Unaudited Statements of Operations for the three months ended August 31, 2018 and the three months ended August 31, 2017	4
	Unaudited Statements of Cash Flows for the nine months ended February 28, 2018 and 2017	5
	Unaudited Statements of Cash Flows for the three months ended August 31, 2018 and 2017	5
	Notes to the Unaudited Interim Financial Statements	6
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	18
ITEM 4T.	Controls and Procedures	18
PART II	Other Information	20
ITEM 1.	Legal Proceedings	20
ITEM 1A.	Risk Factors	20
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
ITEM 3.	Defaults Upon Senior Securities	20
ITEM 4.	Submission of Matters to a Vote of Security Holders	20
ITEM 5.	Other Information	20
ITEM 6.	Exhibits	21
	SIGNATURES	22

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INFINITY DISTRIBUTION, INC. ~~BALANCE SHEETS (unaudited)~~

	February 28,			May 31,
	2018			2017
ASSETS
Current assets:
Cash	$	368		$	2,430
Prepaid expenses		10,000			30,000
Inventory		6,052			6,052
Total current assets		16,420			38,482
Fixed assets, net		1,676			1,972
Total assets	$	18,096		$	40,454
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	13,088		$	415
Accounts payable - related party		-			7,645
Accrued executive compensation		474,455			279,955
Accrued interest payable - related party		13,010			9,588
Notes payable		-			1,000
Notes payable - related party		46,950			46,600
Convertible debt - related party, net of discount		91,500			91,500
Total current liabilities		639,003			436,703
Total liabilities		639,003			436,703
Stockholders' deficit:
Common stock, $0.001 par value, 100,000,000 shares
authorized, 10,995,000 and 10,540,000 shares issued and
10,985,000 and 10,530,000 outstanding
as of February 28, 2018 and May 31, 2017, respectively		10,995			10,540
Additional paid in capital		125,955			80,910
Treasury stock		(1,000	)		(1,000	)
Accumulated deficit		(756,857	)		(486,699	)
Total stockholders' equity		(620,907	)		(396,249	)
Total liabilities and stockholders' equity	$	18,096		$	40,454

BALANCE SHEETS

~~See Accompanying Notes to Financial Statements.~~(unaudited)

	August 31,			May 31,
	2018			2018
ASSETS

Current assets:
Cash	$	157		$	2,759
Inventory		6,052			6,052
Total current assets		6,209			8,811

Fixed assets, net		1,479			1,578

Prepaid royalties - related party		100,100			-

Total assets	$	107,788		$	10,389


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable	$	10,236		$	7,138
Accounts payable - related party		2,724			2,724
Accrued executive compensation		621,955			552,955
Accrued interest payable - related party		15,316			14,163
Notes payable - related party		48,065			48,065
Convertible debt - related party, net of discount		91,500			91,500
Total current liabilities		789,796			716,545

Total liabilities		789,796			716,545

Stockholders' deficit:
Preferred stock, $0.001 par value, 3,900,000 shares
authorized, 0 and 0 shares issued and oustanding
as of August 31, 2018 and May 31, 2018, respectively		-			-
Preferred stock - Series A, $0.001 par value, 100,000 shares
authorized, 100,000 and 0 shares issued and oustanding
as of August 31, 2018 and May 31, 2018, respectively		100			-
Preferred stock - Series B, $0.001 par value, 1,000,000 shares
authorized, 1,000,000 and 0 shares issued and oustanding
as of August 31, 2018 and May 31, 2018, respectively		1,000			-
Common stock, $0.001 par value, 100,000,000 shares
authorized, 11,208,333 and 11,175,000 shares issued and
11,208,333 and 11,165,000 outstanding
as of August 31, 2018 and May 31, 2018, respectively		11,208			11,175
Additional paid in capital		248,242			143,775
Treasury stock		-			(1,000	)
Accumulated deficit		(942,558	)		(860,106	)
Total stockholders' equity		(682,008	)		(706,156	)

Total liabilities and stockholders' equity	$	107,788		$	10,389

~~INFINITY~~See ~~DISTRIBUTION,~~Accompanying ~~INC.~~Notes ~~STATEMENT~~to OFFinancial ~~OPERATIONS (unaudited)~~Statements.

	For the			For the			For the			For the
	three months			three months			nine months			nine months
	ended			ended			ended			ended
	February 28,			February 28,			February 28,			February 28,
	2018			2017			2018			2017
Revenue	$	-		$	-		$	-		$	-
Operating expenses:
Depreciation		99			97			296			295
Executive compensation		69,000			40,500			197,500			113,250
General and administrative		1,913			3,312			12,233			11,752
Professional fees		11,030			11,523			56,707			15,158
Total operating expenses		82,042			55,432			266,736			140,455
Other expense:
Interest expense - related party		(1,128	)		(1,128	)		(3,422	)		(3,422	)
Total other expense		(1,128	)		(1,128	)		(3,422	)		(3,422	)
Net loss	$	(83,170	)	$	(56,560	)	$	(270,158	)	$	(143,877	)
Weighted average number of common
shares outstanding - basic		10,962,111			10,540,000			10,825,879			10,540,000
Net loss per share - basic	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.01	)

~~See~~INFINITY ~~Accompanying~~DISTRIBUTION, ~~Notes to Financial Statements~~INC.

4STATEMENT OF OPERATIONS

~~INFINITY DISTRIBUTION, INC. STATEMENT OF CASH FLOWS~~ (unaudited)

	For the			For the
	nine months			nine months
	three months			three months
	ended			ended
	February 28,			February 28,
	August 31,			August 31,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES
Revenue	$	-		$	-
Net loss	$	(270,158	)	$	(143,877	)
Operating expenses:
Adjustments to reconcile net income
Depreciation		99			99
to net cash used in operating activities:
Executive compensation		69,000			59,500
Depreciation		296			295
General and administrative		3,312			3,473
Changes in operating assets and liabilities:
Professional fees		8,888			20,233
(Increase) decrease in prepaid expenses		20,000			-
Total operating expenses		81,299			83,305
Increase (decrease) in accounts payable		12,673			(4,160	)
Other expense:
(Decrease) in accounts payable - related party		(7,645	)		136
Interest expense - related party		(1,153	)		(1,153	)
Increase in accrued executive compensation		194,500			112,550
Total other expense		(1,153	)		(1,153	)
Increase in accrued interest payable - related party		3,422			3,422
Net loss	$	(82,452	)	$	(84,458	)
Net cash used in operating activities		(46,912	)		(31,634	)
Weighted average number of common
CASH FLOWS FROM INVESTING ACTIVITIES
shares outstanding - basic		11,188,949			10,618,098
Purchase of inventory		-			(6,051	)
Net loss per share - basic	$	(0.01	)	$	(0.01	)
Net cash used in investing activities		-			(6,051	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		-			2,000
Repayments for notes payable		(1,000	)		-
Proceeds from notes payable - related party		2,000			37,350
Repayments for notes payable - related party		(1,650	)		(5,000	)
Proceeds from the sale of common stock		45,500			-
Payments for purchase of treasury stock		-			(1,000	)
Net cash provided by financing activities		44,850			33,350
NET CHANGE IN CASH		(2,062	)		(4,335	)
CASH AT BEGINNING OF PERIOD		2,430			4,710
CASH AT END OF PERIOD	$	368		$	375
SUPPLEMENTAL INFORMATION:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Stock issued for services	$	-		$	-

See Accompanying Notes to Financial Statements.

INFINITY DISTRIBUTION, INC.

~~NOTES~~STATEMENT TOOF ~~FINANCIAL~~CASH ~~STATEMENTS~~FLOWS

(~~UNAUDITED~~unaudited)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	For the			For the
	three months			three months
	ended			ended
	August 31,			August 31,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(82,452	)	$	(84,458	)
Adjustments to reconcile net income
to net cash used in operating activities:
Depreciation		99			99
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expenses		-			10,000
Increase (decrease) in accounts payable		3,098			4,265
(Decrease) in accounts payable - related party		-			(7,645	)
Increase in accrued executive compensation		69,000			56,500
Increase in accrued interest payable - related party		1,153			1,153

Net cash used in operating activities		(9,102	)		(20,086	)

CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities		-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Repayments for notes payable		-			(1,000	)
Repayments for notes payable - related party		-			(1,650	)
Proceeds from the sale of common stock		6,500			26,500

Net cash provided by financing activities		6,500			23,850

NET CHANGE IN CASH		(2,602	)		3,764

CASH AT BEGINNING OF PERIOD		2,759			2,430

CASH AT END OF PERIOD	$	157		$	6,194

SUPPLEMENTAL INFORMATION:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Stock issued for services	$	-		$	-

~~Basis~~See ofAccompanying ~~presentation~~Notes to Financial Statements.

The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.5

~~These~~INFINITY ~~statements reflect all adjustments~~DISTRIBUTION, ~~consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein~~INC. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended May 31, 2017 and notes thereto included in the Company’s annual report. The Company follows the same accounting policies in the preparation of interim reports.

~~Results~~Notes to ofFinancial ~~operations for the interim period are not indicative of annual results.~~Statements

~~Organization~~(UNAUDITED)

~~The~~NOTE ~~Company~~1 ~~was~~– ~~incorporated~~SUMMARY onOF ~~May~~SIGNIFICANT ACCOUNTING ~~8, 2015 (Date of Inception) under the laws of the State of Nevada, as Infinity Distribution, Inc.~~POLICIES

~~Nature~~Basis of ~~operations~~presentation

The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, iswithout ~~planning~~audit, pursuant to ~~import~~the rules and ~~export~~regulations ~~furniture~~of the Securities and ~~home~~Exchange ~~goods~~Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

~~Year~~These ~~end~~statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended May 31, 2018 and notes thereto included in the Company’s annual report. The Company follows the same accounting policies in the preparation of interim reports.

~~The~~Results ~~Company’s~~of ~~year~~operations ~~end~~for isthe ~~May~~interim 31period are not indicative of annual results.

~~Cash and cash equivalents~~Organization

~~For~~The ~~the~~Company ~~purpose~~was ofincorporated ~~the~~on ~~statements~~May ~~of cash flows~~8, 2015 ~~all~~(Date ~~highly~~of ~~liquid~~Inception) ~~investments~~under ~~with~~the anlaws ~~original maturity~~ of ~~three~~the ~~months~~State ~~or less are considered to be cash equivalents. The carrying value~~ of ~~these~~Nevada, ~~investments~~as ~~approximates~~Infinity ~~fair~~Distribution, ~~value~~Inc.

~~Fixed~~Nature ~~assets~~of operations

The Company ~~records~~is ~~all~~planning ~~property~~to ~~and~~import ~~equipment at cost less accumulated depreciation. Improvements are capitalized while repairs~~ and ~~maintenance~~export furniture costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful life of the assets or the lease term, whichever is shorter. Leasehold improvements include the cost of the Company’s internal development and ~~construction~~home ~~department~~goods. ~~Depreciation periods are as follows:~~

~~Furniture~~Year ~~and equipment 7 years~~end

~~Revenue~~The ~~recognition~~Company’s year end is May 31.

WeCash recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and ~~(4) the~~cash ~~collection of our fees is probable.~~equivalents

~~The~~For ~~Company~~the ~~will~~purpose ~~record~~of ~~revenue~~the ~~when~~statements itof iscash flows, ~~realizable~~all ~~and~~highly ~~earned~~liquid ~~and~~investments ~~the~~with ~~services~~an ~~have~~original ~~been~~maturity ~~rendered~~of three months or less are considered to ~~the~~be ~~customers~~cash equivalents. The carrying value of these investments approximates fair value.

6Fixed assets

~~INFINITY~~The ~~DISTRIBUTION~~Company records all property and equipment at cost less accumulated depreciation. Improvements are capitalized while repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful life of the assets or the lease term, ~~INC~~whichever is shorter. Leasehold improvements include the cost of the Company’s internal development and construction department. Depreciation periods are as follows:

~~NOTES~~Furniture TOand ~~FINANCIAL~~equipment ~~STATEMENTS~~7 years

~~(UNAUDITED)~~Revenue recognition

~~NOTE~~We recognize revenue when all of the following conditions are satisfied: (1) there –is ~~SUMMARY~~persuasive OFevidence ~~SIGNIFICANT~~of ~~ACCOUNTING~~an ~~POLICIES~~arrangement; (~~CONTINUED~~2) the product or service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is probable.

~~Advertising~~The ~~costs~~Company will record revenue when it is realizable and earned and the services have been rendered to the customers.

~~Advertising costs are anticipated to be expensed as incurred; however there were no advertising costs included in general and administrative expenses for the nine months ended February 28, 2018.~~6

~~Fair~~INFINITY ~~value~~DISTRIBUTION, ~~of financial instruments~~INC.

~~Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available~~ Notes to ~~management~~Financial as of February 28, 2018. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.Statements

Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.(UNAUDITED)

~~Level~~NOTE 2:1 ~~Financial~~– ~~Accounting~~SUMMARY ~~Standards~~OF ~~Board~~SIGNIFICANT ACCOUNTING POLICIES (~~“FASB”~~CONTINUED) acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.

~~Level~~Advertising 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.costs

~~Stock-based~~Advertising ~~compensation~~costs are anticipated to be expensed as incurred; however there were no advertising costs included in general and administrative expenses for the three months ended August 31, 2018.

~~The~~Fair Company records stock based compensation in accordance with the guidance in FASB Accounting Standards Codification (“ASC”) Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of ~~its~~financial employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. instruments

~~The~~Fair ~~Company~~value ~~accounts~~estimates ~~for~~discussed ~~equity~~herein ~~instruments~~are based ~~issued~~upon incertain ~~exchange~~market ~~for~~assumptions ~~the~~and ~~receipt~~pertinent ofinformation ~~goods~~available orto ~~services~~management ~~from~~as ~~other~~of ~~than~~August ~~employees~~31, ~~in accordance with ASC 718-10 and the conclusions reached by the ASC 505-50~~2018. ~~Costs~~The ~~are~~respective ~~measured at the estimated fair market~~ carrying value of ~~the~~certain ~~consideration~~on-balance-sheet ~~received~~financial orinstruments ~~the~~approximated ~~estimated~~their fair ~~value~~values. ofThese ~~the~~financial ~~equity~~ instruments ~~issued~~include cash, prepaid ~~whichever~~expenses isand ~~more~~accounts ~~reliably measurable~~payable. ~~The~~Fair ~~value~~values ofwere ~~equity~~assumed ~~instruments~~to ~~issued~~approximate ~~for~~carrying ~~consideration~~values ~~other~~for ~~than~~cash ~~employee~~and ~~services~~payables isbecause ~~determined~~they are onshort ~~the~~term ~~earliest~~in ofnature aand ~~performance~~their ~~commitment~~carrying oramounts ~~completion~~approximate offair ~~performance~~values ~~by the provider of goods~~ or ~~services~~they asare ~~defined~~payable byon ~~ASC 505-50~~demand.

7Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.

~~INFINITY~~Level 2: ~~DISTRIBUTION~~Financial Accounting Standards Board (“FASB”) acknowledged that active markets for identical assets and liabilities are relatively uncommon and, ~~INC~~even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.

~~NOTES~~Level TO3: ~~FINANCIAL~~If ~~STATEMENTS~~inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.

~~(UNAUDITED)~~Stock-based compensation

~~NOTE~~The 1Company –records ~~SUMMARY~~stock OFbased ~~SIGNIFICANT~~compensation in ~~ACCOUNTING~~accordance ~~POLICIES~~with the guidance in FASB Accounting Standards Codification (~~CONTINUED~~“ASC”) Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

~~Earnings~~The ~~per~~Company ~~share~~accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 718-10 and the conclusions reached by the ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505-50.

The Company follows ASC Topic 260 to account for the earnings per share. Basic earning per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earning per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.7

~~Use~~INFINITY ofDISTRIBUTION, ~~estimates~~INC.

~~The preparation of financial statements in conformity with generally accepted accounting principles requires management~~ Notes to ~~make~~Financial 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 revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.Statements

~~Recent pronouncements~~(UNAUDITED)

~~The~~NOTE ~~Company~~1 ~~has~~– ~~evaluated~~SUMMARY ~~the~~OF ~~recent~~SIGNIFICANT ACCOUNTING ~~accounting~~POLICIES ~~pronouncements through January 2018 and believes that none of them will have a material effect on the company’s financial statements.~~(CONTINUED)

~~NOTE~~Earnings 2per ~~– GOING CONCERN~~share

The ~~accompanying~~Company ~~financial~~follows ~~statements~~ASC ~~have~~Topic ~~been~~260 ~~prepared~~to ~~assuming~~account for ~~that~~ the ~~Company~~earnings ~~will~~per ~~continue~~share. asBasic aearning ~~going~~per ~~concern,~~common ~~which~~share ~~contemplates~~(“EPS”) ~~the~~calculations ~~recoverability~~are ofdetermined ~~assets~~by ~~and~~dividing ~~the~~net ~~satisfaction~~income by ofthe ~~liabilities~~weighted inaverage ~~the~~number ~~normal~~of ~~course~~shares of ~~business.~~common ~~The~~stock ~~Company~~outstanding ~~has~~during ~~not~~the ~~yet~~year. ~~generated~~Diluted ~~revenues~~earning ~~from~~per ~~operations.~~common ~~Since~~share ~~its~~calculations are ~~inception,~~determined ~~the~~by ~~Company~~dividing ~~has~~net ~~been~~income ~~engaged~~by ~~substantially~~the inweighted ~~financing~~average ~~activities~~number ~~and~~of ~~developing~~common ~~its~~shares ~~business plan~~ and ~~incurring~~dilutive ~~start~~common upshare ~~costs~~equivalents ~~and expenses~~outstanding. During Asperiods awhen ~~result,~~common ~~the~~stock ~~Company incurred net losses for the nine months ended February 28~~equivalents, ~~2018~~if ~~of ($270~~any,~~158).~~ Inare ~~addition,~~anti-dilutive ~~the~~they ~~Company’s~~are ~~development~~not ~~activities~~considered ~~since~~in ~~inception~~the ~~have been financially sustained through debt and equity financing~~computation.

~~The~~Use ~~ability~~ of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.estimates

~~NOTE~~The 2preparation –of ~~PREPAID~~financial ~~EXPENSES~~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 revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.

AsRecent of February 28, 2018, the Company had prepaid expenses totaling $10,000. The prepaid professional fees will be expensed based on estimated percentage of completion for the services. During the nine months ended February 28, 2018 the Company recorded amortization of $20,000.pronouncements

~~NOTE~~The 3Company –has ~~FIXED~~evaluated ~~ASSETS~~the recent accounting pronouncements through February 2019 and believes that none of them will have a material effect on the company’s financial statements.

~~The~~NOTE ~~following~~2 is– aGOING ~~summary of fixed assets:~~CONCERN

	February 28,
	2018
Furniture and equipment	$	2,761
Fixed assets, total		2,761
Less: accumulated depreciation		(1,085	)
Fixed assets, net	$	1,676

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company has not yet generated revenues from operations. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and incurring start up costs and expenses. As a result, the Company incurred net losses for the three months ended August 31, 2018 of ($82,452). In addition, the Company’s development activities since inception have been financially sustained through debt and equity financing.

~~Depreciation~~The ~~expense~~ability ~~for~~of the ~~nine~~Company ~~months~~to ~~ended~~continue as ~~February~~a 28going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ~~2018~~ultimately, ~~was~~the achievement ~~$296~~of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

8NOTE 2 – PREPAID ROYALTIES – RELATED PARTY

~~INFINITY~~On ~~DISTRIBUTION~~August 31, ~~INC~~2018, the Company issued 100,000 shares of Preferred Stock – Series A and 1,000,000 shares of Preferred Stock – Series B in exchange for a license agreement with Raul Mansueto. The license agreement is effective from January 1, 2018 until December 21, 2020. The fair value of the shares was $100,100 and was based on the value of the securities, however the shares represent prepaid royalty fees of $10,000,000.

~~NOTES TO FINANCIAL STATEMENTS~~8

~~(UNAUDITED)~~INFINITY DISTRIBUTION, INC.

~~NOTE~~Notes to 4Financial ~~– NOTES PAYABLE~~Statements

~~During the nine months ended February 28, 2018, the Company repaid $1,000 of the loan. The loan was due upon demand and bears 0% interest. As of February 28, 2018, the balance is $0.~~(UNAUDITED)

NOTE 53 – ~~NOTES~~FIXED ~~PAYABLE – RELATED PARTY~~ASSETS

~~During the nine months ended February 28, 2018, the Company repaid a total of $1,000 of the loan to an officer, director and shareholder of the Company.~~ The following ~~loan~~ is ~~due~~a ~~upon~~summary ~~demand and bears 0% interest. As~~ of ~~February~~fixed ~~28, 2018, the balance owed was $44,950.~~assets:

During the nine months ended February 28, 2018, the Company received additional loan of $2,000 and repaid a total of $650 of the loan to an officer, director and shareholder of the Company. The loan is due upon demand and bears 0% interest. As of February 28, 2018, the balance owed was $2,000.

	August 31,
	2018
Furniture and equipment	$	2,761
Fixed assets, total		2,761
Less: accumulated depreciation		(1,282	)
Fixed assets, net	$	1,479

~~NOTE~~Depreciation expense 6for –the ~~CONVERTIBLE~~three ~~DEBT~~months –ended ~~RELATED~~August ~~PARTY~~31, 2018 was $99.

OnNOTE ~~April~~4 ~~24,~~– ~~2015,~~NOTES ~~the~~PAYABLE ~~Company~~– RELATED executed a convertible promissory note with an officer and director for $35,000. The unsecured note bears interest at 5% per annum with principal and interest due on the earlier of March 19, 2016 or the next equity financing. The debt is convertible at a discount of 30% of the price per share of the securities sold in the next equity financing. The debt discount was valued at $10,500 and was recorded to additional paid in capital and will be amortized over the life of the loan. As of the date of this filing, the loans are in default.PARTY

OnAs ~~May~~of 8August 31, ~~2015~~2018, the ~~Company~~balance ~~executed~~owed to ~~a convertible promissory note with~~ an officer, ~~and~~ director ~~for $35,000. The unsecured note bears interest at 5% per annum with principal~~ and ~~interest~~shareholder ~~due on the earlier~~ of ~~March 19, 2016 or~~ the ~~next~~Company ~~equity financing. The debt is convertible at a discount of 30% of the price per share of the securities sold in the next equity financing. The debt discount~~ was ~~valued at~~ $1044,~~500~~950. ~~and~~The ~~was~~loan ~~recorded~~is todue ~~additional~~upon ~~paid~~demand ~~in capital~~ and ~~will~~bears be0% ~~amortized over the life of the loan~~interest. ~~As of the date of this filing, the loans are in default.~~

OnAs ~~May~~of 11August 31, ~~2015~~2018, the ~~Company~~balance ~~executed~~owed to ~~a convertible promissory note with~~ an officer, ~~and~~ director ~~for $21,500. The unsecured note bears interest at 5% per annum with principal~~ and ~~interest~~shareholder ~~due on the earlier~~ of ~~March 19, 2016 or~~ the ~~next~~Company ~~equity financing. The debt is convertible at a discount of 30% of the price per share of the securities sold in the next equity financing. The debt discount~~ was ~~valued at~~ $63,~~450~~115. ~~and~~The ~~was~~loan ~~recorded~~is todue ~~additional~~upon ~~paid~~demand ~~in capital~~ and ~~will~~bears be0% ~~amortized over the life of the loan~~interest. ~~As of the date of this filing, the loans are in default.~~

~~Interest~~NOTE ~~expense~~5 ~~for~~– ~~the~~CONVERTIBLE ~~nine~~DEBT ~~months~~– RELATED ~~ended February 28, 2018 is $3,422. Amortization of the beneficial conversion feature for the nine months ended February 28, 2018 is $0.~~PARTY

~~NOTE~~On 7April –24, ~~STOCKHOLDERS’~~2015, ~~EQUITY~~the ~~(DEFICIT)~~Company executed a convertible promissory note with an officer and director for $35,000. The unsecured note bears interest at 5% per annum with principal and interest due on the earlier of March 19, 2016 or the next equity financing. The debt is convertible at a discount of 30% of the price per share of the securities sold in the next equity financing. The debt discount was valued at $10,500 and was recorded to additional paid in capital and will be amortized over the life of the loan. As of the date of this filing, the loans are in default.

~~The~~On May 8, 2015, the Company isexecuted ~~authorized~~a convertible topromissory ~~issue~~note ~~100~~with an officer and director for $35,000. The unsecured note bears interest at 5% per annum with principal and interest due on the earlier of March 19,~~000~~ ~~shares~~2016 or the next equity financing. The debt is convertible at a discount of ~~its~~30% of the price per share of the securities sold in the next equity financing. The debt discount was valued at $010,500 and was recorded to additional paid in capital and will be amortized over the life of the loan.~~001~~ ~~par~~As ~~value~~of ~~common~~the ~~stock~~date of this filing, the loans are in default.

~~During~~On May 11, 2015, the ~~nine~~Company ~~months~~executed ~~ended~~a convertible ~~February~~promissory 28note with an officer and director for $21,500. ~~2018~~The unsecured note bears interest at 5% per annum with principal and interest due on the earlier of March 19, 2016 or the ~~Company~~next equity financing. The debt is convertible at a discount of 30% of the price per share of the securities sold ~~455~~in the next equity financing. The debt discount was valued at $6,~~000~~450 ~~shares~~and was recorded to additional paid in capital and will be amortized over the life of ~~common~~the ~~stock~~loan. ~~for~~As aof ~~total~~the date of ~~$45~~this filing,~~500~~ the loans are in default.

AsInterest ofexpense ~~February~~for ~~28, 2018,~~ the ~~Company~~three ~~had~~months 10ended August 31,~~995,000~~ ~~shares~~2018 ofis ~~common stock issued and 10~~$1,~~985,000 shares outstanding~~153.

NOTE 86 – ~~WARRANTS~~STOCKHOLDERS’ ~~AND OPTIONS~~EQUITY (DEFICIT)

AsThe Company is authorized to issue 100,000,000 shares of ~~February~~its 28$0.001 par value common stock and 5,000,000 shares of its $0.001 par value preferred stock. On August 8, 2018, ~~there~~the Company ~~were~~designated no100,000 ~~warrants~~shares orof ~~options~~preferred ~~outstanding~~stock to– ~~acquire~~Series ~~any~~A ~~additional~~and 1,000,000 shares of preferred stock – Series B. The preferred stock - Series A has voting of 1,000 to 1. The preferred stock – Series B converts into common stock at 1 to 10.

INFINITY DISTRIBUTION, INC.

~~NOTES~~Notes to TOFinancial ~~FINANCIAL STATEMENTS~~Statements

(UNAUDITED)

~~NOTE~~During 9the –three ~~RELATED~~months ~~PARTY~~ended ~~TRANSACTIONS~~August 31, 2018, the Company sold 43,333 shares of common stock for a total of $6,500. The Company cancelled the 10,000 shares that were in treasury.

AsDuring ofthe ~~February~~three ~~28,~~months ended August 31, 2018, the Company ~~had~~issued ~~loans totaling $44~~100,~~950,~~000 ~~convertible~~shares ~~debt~~ of ~~$91,500~~preferred ~~and~~stock ~~accrued~~– ~~interest~~Series ~~totaling~~A ~~$13~~and 1,~~010~~000,000 ~~due~~shares toof anpreferred ~~individual~~stock ~~who~~– isSeries B anin ~~officer,~~exchange ~~director~~for ~~and~~the ~~shareholder. As~~prepaid ofroyalties ~~the~~as ~~date~~part of ~~this filing,~~ the ~~convertible~~license ~~debt~~agreement iswith inRaul ~~default~~Mansueto.

~~During~~NOTE ~~the~~7 ~~nine~~– ~~months~~WARRANTS ~~ended~~AND ~~February 28, 2018, the Company had executive compensation for two officers totaling $197,500. As of February 28, 2018, the accrued executive compensation balance was $474,455.~~OPTIONS

10As of August 31, 2018, there were no warrants or options outstanding to acquire any additional shares of common stock.

~~MANAGEMENT'S~~NOTE ~~DISCUSSION~~8 ~~AND~~– ~~ANALYSIS~~RELATED OFPARTY TRANSACTIONS

~~FINANCIAL~~As ~~CONDITION~~of ~~AND~~August ~~RESULTS~~31, OF2018, ~~OPERATIONS~~the Company had loans totaling $3,115 due to an individual who is an officer, director and shareholder.

~~ITEM~~As 2of August 31, 2018, the Company had loans totaling $44,950, convertible debt of $91,500 and accrued interest totaling $15,316 due to an individual who is an officer, director and shareholder. -As ~~MANAGEMENT'S~~of ~~DISCUSSION~~the ~~AND~~date ~~ANALYSIS~~of OFthis ~~FINANCIAL~~filing, ~~CONDITION~~the ~~AND~~convertible ~~RESULTS~~debt OFis ~~OPERATIONS~~in default.

~~Forward-Looking~~During ~~Information~~the three months ended August 31, 2018, the Company had executive compensation for two officers totaling $69,000. As of August 31, 2018, the accrued executive compensation balance was $621,955.

~~This~~NOTE ~~Quarterly~~9 ~~Report~~– onSUBSEQUENT Form 10-Q contains forward-looking statements. When used in this Quarterly Report on Form 10-Q, the words "anticipate," "believe," "estimate," "will," "plan," "seeks," "intend," and "expect" and similar expressions identify forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in any forward-looking statements are reasonable, these plans, intentions, or expectations may not be achieved. Our actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied, by the forward-looking statements contained in this Quarterly Report on Form 10-Q. Important factors that could cause actual results to differ materially from our forward-looking statements are set forth in this Quarterly Report on Form 10-Q All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth in this Quarterly Report on Form 10-Q. Except as required by federal securities laws, we are under no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.EVENTS

~~Critical~~During ~~Accounting~~the ~~Policies~~seven month period ending March 31, 2019, the Company sold a total of 70,000 shares of common stock for a total of $10,500.

There have been no material changes to our critical accounting policies and estimates from the information provided in, "Management's Discussion and Analysis and Results of Operations", included in our Annual Report on Form 10~~-K for the period ended February 28, 2018.~~

~~RESULTS~~MANAGEMENT'S OFDISCUSSION ~~OPERATIONS~~AND ANALYSIS OF

~~OVERVIEW~~FINANCIAL OFCONDITION ~~CURRENT~~AND RESULTS OF OPERATIONS

~~Infinity~~ITEM ~~Distribution, Inc~~2. was incorporated in the State of Nevada on May 8, 2015, under the name Infinity Distribution, Inc. We consider ourselves to be an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. From our inception to date, we have generated no revenues, and our operations have been limited to organizational, start-~~up,~~ ~~and~~MANAGEMENT'S ~~capital~~DISCUSSION ~~formation~~AND ~~activities.~~ANALYSIS ~~Our~~OF ~~plan~~FINANCIAL ofCONDITION ~~operation~~AND isRESULTS toOF engage in the business of offering a variety of services designed to assist Philippine exporters, small or large, which have a competitive product or service in terms of price, quality, delivery and after-sales service, whatever the size of the transaction to find clients in the United States.OPERATIONS

11Forward-Looking Information

~~GENERAL~~This Quarterly Report on Form 10-Q contains forward-looking statements. When used in this Quarterly Report on Form 10-Q, the words "anticipate," "believe," "estimate," "will," "plan," "seeks," "intend," and "expect" and similar expressions identify forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in any forward-looking statements are reasonable, these plans, intentions, or expectations may not be achieved. Our actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied, by the forward-looking statements contained in this Quarterly Report on Form 10-Q. Important factors that could cause actual results to differ materially from our forward-looking statements are set forth in this Quarterly Report on Form 10-Q All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth in this Quarterly Report on Form 10-Q. Except as required by federal securities laws, we are under no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

~~Our~~Critical ~~company~~Accounting Infinity Distribution was incorporated on May 8, 2015 in the State of Nevada United States of America, with an established end of fiscal year of May 31. Director of our company Raul Mansueto and Josefa Gerona were born in the Philippines and for the last 25 years have been working in management positions. As of today, our company does not have any revenues, we possess minimal assets and have already incurred losses since incorporation. We are a development-stage company created with the intent to offer a variety of services designed to assist Philippine exporters, small or large, which have a competitive product or service in terms of price, quality, delivery and after-sales service, whatever the size of the transaction to find clients in the United States. To the greatest extent possible, given its corporate purpose of providing and encouraging assistance in support of Philippine export trade.Policies

WeThere have ~~developed~~been 12no ~~months~~material ~~business~~changes ~~plan,~~ to ~~attract~~our ~~potential~~critical ~~business~~accounting policies ~~partners.~~and Inestimates from the ~~beginning~~information weprovided ~~may~~in, ~~not~~"Management's beDiscussion ~~able~~and toAnalysis ~~provide~~and ~~enough~~Results ~~revenue~~of toOperations", included ~~cover~~in ~~expenses for company presentation during first 12 months. We plan to be aggressive with~~ our ~~business~~Annual ~~plan~~Report ~~from the first month depending~~ on ~~the~~Form ~~level~~10-K ~~of funds we raise. Our directors will provide~~ for ~~covering~~the ~~initial~~period ~~administrative~~ended ~~expenses~~May ~~using~~31, ~~their personal assets~~2018.

~~Total~~RESULTS ~~estimated~~OF amount of assets necessary for our business start-up is $82,500. We need assets to cover general running and administrative expenses, for business development and marketing, auxiliary materials, to cover expenses connected with company public presentation. Depending on the amount of finance attracted, our company will consider possibility of expansion to major Philippine cities.OPERATIONS

~~TARGET~~OVERVIEW ~~MARKET~~OF CURRENT OPERATIONS

~~Our~~Infinity ~~services~~Distribution, ~~are~~Inc. ~~unique~~was ~~enough~~incorporated toin ~~get~~the ~~any~~State of ~~market~~Nevada ~~segments~~on ~~interested~~May 8, 2015, under the name Infinity Distribution, Inc. We ~~can~~consider ~~determine~~ourselves ~~two~~to ~~different~~be ~~directions~~an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. From our ~~services~~inception ~~can~~to date, ~~cover~~we have generated no revenues, and our operations have been limited to organizational, start-up, ~~corporate~~and capital formation activities. Our plan of operation is to engage in the business of offering a variety of services designed to assist Philippine exporters, small or large, which have a competitive product or service in terms of price, quality, delivery and ~~private~~after-sales service, whatever the size of the transaction to find clients in the United States.

By corporate we mean large and small companies, which Infinity Distribution can assist them in the development of domestic and export trade in the United States and also assist in the Philippine capacity to engage in that trade and to respond to international business opportunities.11

By private we mean any new private or small company with limited budget that cannot afford representation in the United States, Infinity Distribution can assist in exposing their products to a larger market they would never have the opportunity to achieve. GENERAL

Our company Infinity Distribution was isincorporated ~~able~~on May 8, 2015 in the State of Nevada United States of America, with an established end of fiscal year of May 31. Director of our company Raul Mansueto and Josefa Gerona were born in the Philippines and for the last 25 years have been working in management positions. As of today, our company does not have any revenues, we possess minimal assets and have already incurred losses since incorporation. We are a development-stage company created with the intent to offer ~~any~~a ~~type~~variety of services ~~client~~designed to assist Philippine exporters, small or large, which have a competitive product or service in terms of price, quality, delivery and after-sales service, whatever the ~~support~~size of the transaction to ~~meet~~find ~~their~~clients ~~very~~in ~~special~~the ~~requirements~~United States. To the greatest extent possible, given its corporate purpose of providing and encouraging assistance in support of Philippine export trade.

We have developed 12 months business plan, to attract potential business partners. In the beginning we may not be able to provide enough revenue to cover expenses for company presentation during first 12 months. We plan to be aggressive with our business plan from the first month depending on the level of funds we raise. Our directors will provide for covering initial administrative expenses using their personal assets.

~~MARKETS~~Total estimated amount of assets necessary for our business start-up is $82,500. We need assets to cover general running and administrative expenses, for business development and marketing, auxiliary materials, to cover expenses connected with company public presentation.

~~Essentially,~~Depending ~~consumer market of Infinity Distribution includes any person or any company willing to have their product identified to potential business partners, provide information~~ on ~~doing business in~~ the ~~United~~amount ~~States, and launch their company into this market. Infinity Distribution would expose their branded products~~ of ~~grocery foods~~finance attracted, dry goods such as toiletries, cosmetics and household cleaning products. Foodservice: we expose them to catering services of institutional distributors, airlines and airport, hospitals, hotels, ship chandler, and industrial catering of our ~~dried~~company ~~fruits~~will ~~and~~consider ~~nuts,~~possibility ~~coconut, pineapple, tuna, sauces, creamers, and beverages fit for the requirements~~ of ~~cooks~~expansion ~~and chefs. We intend~~ to ~~communicate~~major ~~the~~Philippine ~~value of a product, service or brand to potential customers, for the purpose of promoting or selling that product, service, or brand~~cities. ~~The main purpose is to increase sales of the product and profits of the company.~~

~~MARKETING~~TARGET MARKET

Our ~~marketing~~services ~~campaign~~are ~~consists~~unique ofenough to ~~several~~get any market segments interested. We can determine two different directions our services can cover - corporate and private.

~~First~~By ofcorporate ~~all~~ we ~~will~~mean ~~start~~large ~~out~~and small ~~with~~companies, ~~marketing~~which ~~techniques~~Infinity ~~including~~Distribution ~~choosing~~can ~~target~~assist ~~markets~~them ~~through~~in ~~market~~the ~~analysis~~development of domestic and ~~market~~export ~~segmentation,~~trade asin ~~well~~the asUnited ~~understanding~~States and ~~our~~also ~~customer~~assist ~~needs~~in ~~and~~the ~~advertising~~Philippine acapacity ~~product's~~to ~~value~~engage in that trade and to ~~the~~respond ~~potential~~to ~~purchasing~~international ~~customer~~business opportunities.

~~Launch~~By ofprivate ~~our~~we ~~e-commerce~~mean ~~ready~~any ~~web-site,~~new ~~banners~~private or onsmall ~~popular~~company ~~websites~~with ~~and~~limited ~~advertisements~~budget inthat ~~social~~cannot ~~networks~~afford ~~will~~representation bein the ~~second~~United ~~step~~States, ofInfinity ~~our~~Distribution ~~campaign~~can assist in exposing ~~the~~their ~~Philippines~~products ~~and~~to a larger market they would never have the ~~United~~opportunity ~~States~~to achieve.

~~Besides~~Infinity ~~aforesaid~~Distribution weis ~~will send our commercial quotations~~ able to ~~events,~~offer PRany ~~and~~type ~~advertising~~of ~~agencies, which~~client ~~can~~the ~~raise~~support ~~customer~~to ~~awareness~~meet ~~and~~their ~~attract~~very ~~new~~special ~~partners~~requirements.

Upon raising 2/3 and more of intended amount we shall advertise our product in media, on radio, TV and on billboards in the Philippines and the United States. Such marketing action will raise awareness among people and companies and increase customers trust in our company.12

In the course of our campaign we shall contact PR departments of large and developing companies and offer our services. We are ready to offer reasonable discounts at the beginning to get established. All discounts will be determined per deal. As we are small and developing-stage company, we will be of high interest among such companies with our competitive price and high-quality services.MARKETS

~~This~~Essentially, ~~marketing~~consumer ~~campaign~~market of isInfinity ~~designed~~Distribution includes any person or any company willing to ~~attract~~have ~~many~~their ~~clients~~product identified to potential business partners, provide information on doing business in the United States, and ~~develop~~launch atheir ~~strong~~company ~~reputation~~into this market. Infinity Distribution would expose their branded products of ~~high-quality~~grocery foods, ~~diligent~~dry goods such as toiletries, cosmetics and ~~inexpensive~~household ~~services~~cleaning products. ~~Hopefully~~ Foodservice: we expose them to catering services of institutional distributors, airlines and airport, hospitals, hotels, ship chandler, and industrial catering of our ~~clients~~dried ~~will~~fruits ~~readily~~and ~~recommend~~nuts, uscoconut, pineapple, tuna, sauces, creamers, and beverages fit for the requirements of cooks and chefs. We intend to ~~others~~communicate the value of a product, service or brand to potential customers, for the purpose of promoting or selling that product, service, or brand. The main purpose is to increase sales of the product and profits of the company.

13MARKETING

~~LEASE~~Our ~~AGREEMENT~~marketing campaign consists of several directions.

~~Infinity~~First ~~Distribution~~of ~~has~~all ~~signed~~we awill ~~lease~~start ~~agreement~~out with asmarketing oftechniques ~~this~~including ~~filing.~~choosing Iftarget ~~Infinity~~markets ~~Distribution~~through ~~raises~~market ~~100%~~analysis ofand ~~the~~market ~~offering they have budgeted $6~~segmentation,~~000~~ ~~for~~as ~~office~~well ~~space~~as ~~for~~understanding our ~~$550~~customer ~~per~~needs ~~month.~~and ~~Our~~advertising ~~address~~a isproduct's ~~3311~~value S.to ~~Rainbow~~the ~~Blvd~~potential ~~Ste.~~purchasing ~~135, Las Vegas, Nevada 89146; our phone number is 1-702-581-4063~~customer.

~~COMPETITION~~Launch of our e-commerce ready web-site, banners on popular websites and advertisements in social networks will be the second step of our campaign in the Philippines and the United States.

~~Competition~~Besides ataforesaid ~~the chosen market of export service advising is relatively high. There exist many large companies offering various ranges of similar services in every geographic market~~ we ~~have picked for operation. Such companies~~ will ~~make~~send our itcommercial ~~difficult~~quotations ~~for us~~ to ~~develop easily~~events, asPR ~~they~~and ~~will~~advertising ~~be our direct competitors. Many of such companies are large enough to provide clients with services at a lower price~~agencies, which ~~besides~~can ~~they~~raise ~~already~~customer ~~have~~awareness ~~best~~and ~~practice~~attract innew ~~client attraction~~partners. ~~We may probably lose our business while competing with companies like that.~~

~~Infinity~~Upon ~~Distribution~~raising ~~has~~2/3 ~~not~~and ~~yet~~more ~~entered~~of intended ~~the~~amount ~~market, but~~ we ~~have~~shall ~~spoken~~advertise toour ~~Philippine~~product ~~companies. As~~in ~~soon as we start operations~~media, ~~we’ll~~on ~~become one of many participants of this business direction. Some of the competing companies have more finance~~radio, ~~experience~~TV and ~~management~~on ~~skills.~~billboards ~~Therefore, we appear~~ in ~~competitively~~the ~~unfavorable~~Philippines ~~position~~and ~~as soon as we enter~~ the ~~market~~United ~~with~~States. Such marketing ~~our~~action ~~services,~~will ~~which~~raise ~~makes~~awareness itamong ~~more~~people ~~complicated~~and ~~for~~companies usand toincrease ~~achieve~~customers ~~success~~trust in our ~~market~~company. ~~Due to that, Infinity Distribution may possibly not make its place at the market.~~

~~INSURANCE~~In the course of our campaign we shall contact PR departments of large and developing companies and offer our services. We are ready to offer reasonable discounts at the beginning to get established. All discounts will be determined per deal. As we are small and developing-stage company, we will be of high interest among such companies with our competitive price and high-quality services.

WeThis domarketing ~~not~~campaign ~~maintain~~is ~~any insurance and do not intend~~ designed to ~~maintain~~attract ~~insurance~~many inclients ~~the future. As we do not have insurance,~~ and ifdevelop ~~we are made~~ a ~~party~~strong reputation of ~~products liability action~~high-quality, wediligent ~~may~~and ~~not~~inexpensive ~~have sufficient funds to defend the litigation~~services. ~~In that case~~Hopefully, our ~~judgment~~clients ~~could~~will bereadily ~~rendered~~recommend ~~against~~ us, ~~which could cause us~~ to ~~cease operations~~others.

~~EMPLOYEES~~13

WeLEASE ~~currently have no employees, other than our two Directors - Raul Mansueto, who will initially perform all work in the organization of our business and Josefa Gerona our Secretary who will assist him.~~AGREEMENT

~~GOVERNMENT~~Infinity ~~REGULATION~~Distribution has signed a lease agreement as of this filing. If Infinity Distribution raises 100% of the offering they have budgeted $6,000 for office space for $550 per month. Our address is 3311 S. Rainbow Blvd Ste. 135, Las Vegas, Nevada 89146; our phone number is 1-702-581-4063.

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to our business in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business.COMPETITION

14Competition at the chosen market of export service advising is relatively high. There exist many large companies offering various ranges of similar services in every geographic market we have picked for operation. Such companies will make it difficult for us to develop easily, as they will be our direct competitors. Many of such companies are large enough to provide clients with services at a lower price, besides they already have best practice in client attraction. We may probably lose our business while competing with companies like that.

~~RESULTS~~Infinity OFDistribution ~~OPERATIONS~~has ~~FOR~~not yet ~~THE~~entered ~~THREE~~the ~~MONTHS~~market, ~~ENDED~~but ~~FEBRUARY~~we 28have spoken to Philippine companies. As soon as we start operations, ~~2018 AND~~we’ll ~~2017~~become one of many participants of this business direction. Some of the competing companies have more finance, experience and management skills. Therefore, we appear in competitively unfavorable position as soon as we enter the market with our services, which makes it more complicated for us to achieve success in our market. Due to that, Infinity Distribution may possibly not make its place at the market.

During the three month period ended February 28, 2018, the Company generated total revenues of $0. During the three month period ended February 28, 2017, the Company generated total revenues of $0. In addition, the Company does not expect to generate any profit for the next twelve months.INSURANCE

~~For~~We ~~the~~do ~~three~~not ~~months~~maintain ~~ended~~any ~~February~~insurance and ~~28,~~do ~~2018,~~not weintend ~~experienced a net loss of $83,170, as compared~~ to amaintain ~~net~~insurance ~~loss~~in ~~of $56,560 for~~ the ~~three months ending February 28, 2017~~future. As ~~The~~we ~~net~~do ~~loss~~not ~~for~~have ~~the three months ending February 28~~insurance, ~~2018~~and ~~was~~if ~~attributed~~we toare ~~$69,000~~made ina ~~executive~~party ~~compensation,~~of ~~$11,030~~products liability ~~in professional fees~~action, ~~$1,913~~we inmay ~~general~~not &have ~~administrative~~sufficient ~~expenses,~~funds ~~and $99 in depreciation as compared~~ to ~~$40,500~~defend inthe ~~executive~~litigation. In ~~compensation,~~that ~~$11~~case,~~523~~ injudgment ~~professional~~could ~~fees,~~be ~~$3,312~~rendered against ~~in general & administrative expenses~~us, ~~and~~which ~~$97~~could incause ~~depreciation~~us ~~for~~to ~~the~~cease ~~three months ending February 28, 2017~~operations.

~~RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED FEBRUARY 28, 2018 AND 2017~~EMPLOYEES

~~During~~We ~~the~~currently ~~nine~~have ~~month~~no ~~period ended February 28~~employees, other ~~2018,~~than ~~the~~our ~~Company~~two ~~generated~~Directors ~~total~~- ~~revenues~~Raul ofMansueto, ~~$0.~~who ~~During~~will ~~the~~initially ~~nine~~perform ~~month~~all ~~period~~work ~~ended~~in ~~February 28, 2017,~~ the ~~Company~~organization ~~generated total revenues~~ of ~~$0. In~~our ~~addition,~~business ~~the~~and ~~Company~~Josefa Gerona ~~does~~our ~~not~~Secretary ~~expect~~who towill ~~generate~~assist ~~any profit for the next twelve months~~him.

~~For~~GOVERNMENT the nine months ending February 28, 2018, we experienced a net loss of $270,158, as compared to a net loss of $143,877 for the nine months ending February 28, 2017. The net loss for the nine months ending February 28, 2018 was attributed to $197,500 in executive compensation, $56,707 in professional fees, $12,233 in general & administrative expenses, and $296 in depreciation as compared to $113,250 in executive compensation, $15,158 in professional fees, $11,752 in general & administrative expenses, and $295 in depreciation for the nine months ending February 28, 2017.REGULATION

~~Revenues~~We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to our business in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business.

The Company has generated total revenues of $0 for the nine months ended February 28, 2018. As of February 28, 2018, the Company had an accumulated deficit of $756,857. There can be no assurances that the Company can achieve or sustain profitability or that the Company's operating losses will not increase in the future.14

~~Plan~~RESULTS ofOF ~~Operation~~OPERATIONS FOR THE THREE MONTHS ENDED AUGUST 31, 2018 AND 2017

~~The~~During ~~Company’s plan of operation is to assist Philippine exporters to find customers for their products in~~ the ~~United~~three ~~States.~~month Asperiod ofended ~~February 28~~August 31, 2018, wethe ~~had~~Company ~~$368~~generated ~~cash~~total onrevenues ~~hand,~~of $~~10,000 in prepaid expenses and $6,052 in inventory~~0. ~~Management~~During ~~believes, without any additional funding or revenues,~~ the ~~Company~~three ~~does~~month ~~not~~period ~~have~~ended ~~sufficient cash to finance its operations~~August 31, ~~for a period of twelve months~~2017, ~~which estimate includes~~ the ~~additional expenses the~~ Company ~~will~~generated ~~incur~~total ~~as a reporting company. We will apply any proceeds from future~~ revenues toof ~~help cover our expenditures~~$0. AtIn ~~this time~~addition, ~~management~~the ~~anticipates~~Company itdoes ~~will~~not beexpect ~~required~~ to ~~seek~~generate ~~outside~~any ~~funding~~profit ~~to keep its business operational~~ for the next twelve months.

15For the three months ended August 31, 2018, we experienced a net loss of $82,452, as compared to a net loss of $84,458 for the three months ending August 31, 2017. The net loss for the three months ending August 31, 2018 was attributed to $69,000 in executive compensation, $8,888 in professional fees, $3,312 in general & administrative expenses, and $99 in depreciation as compared to $59,500 in executive compensation, $20,233 in professional fees, $3,473 in general & administrative expenses, and $99 in depreciation for the three months ending August 31, 2017.

If we experience losses in our first year of business operations, we do not believe such losses would prevent us from continuing our operations for our first year, based on our current cash reserves. If and when the time comes that we seek funding, we plan to rely on equity sales of our common shares in order to continue to fund our business operations. And, we would have to issue equity or enter into a strategic arrangement with a third party. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any of additional sales of our equity securities or other financing to fund our business operations. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.Revenues

~~Future~~The ~~funding~~Company ~~could~~has ~~result~~generated intotal ~~potentially~~revenues ~~dilutive issuances~~ of ~~equity~~$0 ~~securities,~~for the three ~~incurrence~~months ofended ~~debt~~August 31, ~~contingent~~2018. ~~liabilities~~As ~~and/or~~of ~~amortization~~August ~~expenses~~31, ~~related to goodwill and other intangible assets~~2018, ~~which could materially adversely affect~~ the Company's ~~business,~~had ~~results~~an ofaccumulated ~~operations~~deficit ~~and financial condition. Any future acquisitions~~ of ~~other businesses~~$942,558. ~~technologies,~~There ~~services~~can orbe ~~product(s)~~no assurances ~~might~~that ~~require~~ the Company tocan ~~obtain~~achieve ~~additional equity~~ or ~~debt~~sustain ~~financing,~~profitability ~~which~~or ~~might~~that ~~not be available on terms favorable to~~ the Company,'s oroperating atlosses ~~all,~~will ~~and~~not ~~such~~increase ~~financing,~~in ~~if available, might be dilutive~~the future.

~~Going~~Plan ~~Concern~~of Operation

~~Our~~The ~~independent~~Company’s ~~auditors~~plan ~~included~~of anoperation ~~explanatory~~is ~~paragraph~~to inassist Philippine exporters to find customers for their ~~report~~products onin the ~~May~~United ~~31,~~States. ~~2017~~As ~~audited~~of ~~financial~~August ~~statements~~31, ~~regarding~~2018, ~~concerns~~we ~~about~~had ~~our~~$157 ~~ability~~cash toon ~~continue~~hand asand a$6,052 in ~~going concern~~inventory. ~~Our~~Management ~~financial~~believes, ~~statements~~without ~~contain~~any additional ~~note~~funding ~~disclosures~~or ~~describing~~revenues, the ~~circumstances~~Company ~~that~~does ~~lead~~not have sufficient cash to ~~this~~finance its ~~disclosure~~operations, byfor ~~our~~a ~~independent~~period ~~auditors.~~of ~~Our~~twelve ~~ability~~months, towhich ~~continue~~estimate includes the additional expenses the Company will incur as a ~~going~~reporting company. ~~concern~~We iswill ~~contingent~~apply ~~upon~~any ~~the~~proceeds ~~successful~~from ~~completion~~future ofrevenues ~~additional~~to ~~financing~~help ~~arrangements~~cover ~~and~~ our ~~ability~~expenditures. At this time, management anticipates it will be required to ~~achieve~~seek ~~and~~outside ~~maintain~~funding ~~profitable~~to ~~operations~~keep its business operational for the next twelve months.

Therefore, management plans to raise equity capital to finance the operating and capital requirements of the Company. While the Company is devoting its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern.15

~~Summary~~If we experience losses in our first year of ~~any~~business operations, ~~product~~we ~~research~~do not believe such losses would prevent us from continuing our operations for our first year, based on our current cash reserves. If and ~~development~~when the time comes that we seek funding, we plan to rely on equity sales of our common shares in order to continue to fund our business operations. And, we would have to issue equity or enter into a strategic arrangement with a third party. Issuances of additional shares will ~~perform~~result ~~for~~in ~~the~~dilution ~~term~~to our existing shareholders. There is no assurance that we will achieve any of additional sales of our ~~plan~~equity securities or other financing to fund our business operations. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of ~~operation~~credit or any other sources.

WeFuture dofunding ~~not~~could ~~anticipate~~result ~~performing~~in ~~any~~potentially ~~product~~dilutive ~~research~~issuances of equity securities, the incurrence of debt, contingent liabilities and/or ~~development~~amortization ~~under~~expenses ~~our~~related ~~current~~to ~~plan~~goodwill and other intangible assets, which could materially adversely affect the Company's business, results of ~~operation~~operations and financial condition. Any future acquisitions of other businesses, technologies, services or product(s) might require the Company to obtain additional equity or debt financing, which might not be available on terms favorable to the Company, or at all, and such financing, if available, might be dilutive.

16Going Concern

~~Expected~~Our ~~purchase~~independent orauditors ~~sale~~included an explanatory paragraph in their report on the May 31, 2018 audited financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. Our ability to continue as a going concern is contingent upon the successful completion of ~~plant~~additional financing arrangements and ~~significant~~our ~~equipment~~ability to achieve and maintain profitable operations.

WeTherefore, domanagement ~~not~~plans ~~anticipate~~to raise equity capital to finance the ~~purchase~~operating orand ~~sale~~capital requirements of ~~any~~the ~~plant~~Company. orWhile ~~significant~~the ~~equipment;~~Company asis devoting its best efforts to achieve the above plans, there is no assurance that any such ~~items~~activity ~~are~~will ~~not~~generate ~~required~~funds bythat uswill atbe ~~this~~available ~~time~~for operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

~~Significant~~Summary ~~changes~~of inany product research and development that we will perform for the ~~number~~term of ~~employees~~our plan of operation.

AsWe ofdo ~~February 28, 2018, we did~~ not ~~have~~anticipate performing any ~~employees.~~product Weresearch and ~~are dependent upon our two officers for our future business~~ development. Asunder our ~~operations~~current ~~expand~~plan weof ~~anticipate the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable at this time~~operation.

~~Liquidity and Capital Resources~~16

~~The~~Expected ~~Company~~purchase isor ~~authorized~~sale ~~to issue 100,000,000 shares~~ of ~~its~~plant ~~$0.001 par value common stock. As of February 28, 2018, the Company has 10,995,000 shares of common stock issued~~ and ~~outstanding.~~significant ~~As of February 28, 2018, the Company had current assets of $16,420 and current liabilities of $639,003~~equipment.

~~The~~We ~~Company~~do ~~has~~not ~~limited~~anticipate ~~financial resources available, which has had an adverse impact on~~ the ~~Company's~~purchase ~~liquidity, activities and operations. In order for the Company to remain a Going Concern it will need to find additional capital~~ or ~~generate~~sale revenues. Additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders),or from other available funding sources at market rates of ~~interest,~~any plant or asignificant ~~combination~~equipment; ofas ~~these.~~such ~~The~~items ~~ability~~are tonot ~~raise~~required ~~necessary~~by ~~financing~~us ~~will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing~~ at ~~the~~this time ~~financing is sought~~. ~~No assurances can be given that any necessary financing can be obtained on terms favorable to the Company, or at all.~~

~~Management~~Significant ~~believes~~changes ~~the~~in ~~Company has sufficient cash assets to fund its operations and keep~~ the ~~Company~~number ~~fully~~of ~~reporting for the next twelve (12) months, without seeking additional outside funding~~employees.

17As of August 31, 2018, we did not have any employees. We are dependent upon our two officers for our future business development. As our operations expand we anticipate the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable at this time.

~~Off-Balance~~Liquidity ~~Sheet~~and ~~Arrangements~~Capital Resources

WeThe doCompany ~~not~~is ~~have~~authorized ~~any~~to ~~off-balance~~issue ~~sheet~~100,000,000 ~~arrangements~~shares of ~~that~~its ~~have~~$0.001 orpar ~~are~~value ~~reasonably~~common ~~likely~~stock toand ~~have~~5,000,000 ashares ~~current~~of orits ~~future~~$0.001 ~~effect~~par onvalue ~~our~~preferred ~~financial~~stock. ~~condition,~~As ~~changes~~of inAugust ~~financial~~31, ~~condition~~2018, ~~revenues~~the orCompany has ~~expenses~~11,208,333 ~~results~~shares orof ~~operations~~common stock issued and outstanding. As of August 31, ~~liquidity~~2018, ~~capital~~the ~~expenditures~~Company orhad ~~capital~~current ~~resources~~assets ~~that~~of is$6,209 ~~material~~and current toliabilities ~~investors~~of $789,796.

~~Critical~~The ~~Accounting~~Company ~~Policies~~has limited financial resources available, which has had an adverse impact on the Company's liquidity, activities and ~~Estimates~~operations. In order for the Company to remain a Going Concern it will need to find additional capital or generate revenues. Additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders),or from other available funding sources at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. No assurances can be given that any necessary financing can be obtained on terms favorable to the Company, or at all.

~~Revenue~~Management ~~Recognition:~~believes ~~We recognize revenue from product sales once all of~~ the ~~following~~Company ~~criteria~~has ~~for~~sufficient ~~revenue~~cash ~~recognition~~assets to ~~have~~fund ~~been~~its ~~met:~~operations ~~pervasive~~and ~~evidence~~keep ~~that an agreement exists;~~ the ~~services~~Company ~~have~~fully ~~been~~reporting ~~rendered;~~for the ~~fee~~next istwelve ~~fixed~~(12) ~~and~~months, ~~determinable~~without ~~and~~seeking ~~not~~additional ~~subject to refund or adjustment; and collection of the amount due is reasonable assured~~outside funding.

~~New Accounting Standards~~17

~~The~~Off-Balance ~~Company's~~Sheet management has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any of these pronouncements will have a material impact on the Company's financial position and results of operations.Arrangements

~~ITEM~~We 3.do ~~QUANTITATIVE~~not ~~AND~~have ~~QUALITATIVE~~any ~~DISCLOSURES~~off-balance ~~ABOUT~~sheet ~~MARKET~~arrangements ~~RISK~~that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.

~~Not~~Critical ~~applicable.~~Accounting Policies and Estimates

~~ITEM~~Revenue 4.Recognition: ~~CONTROLS~~We ~~AND~~recognize ~~PROCEDURES~~revenue from product sales once all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonable assured.

~~Disclosure~~New ~~Controls~~Accounting ~~and Procedures~~Standards

~~Our~~The ~~disclosure~~Company's ~~controls~~management ~~and~~has ~~procedures,~~evaluated asall ~~defined~~the inrecently issued ~~Rule~~accounting ~~13a-15(e)~~pronouncements ~~and15d-15(e)~~through ~~under~~ the ~~Securities~~filing ~~Exchange~~date ~~Act~~ of ~~1934,~~these asfinancial ~~amended~~statements ~~(the "Exchange Act"), are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized,~~ and ~~reported~~does ~~within~~not ~~the~~believe ~~time periods specified in rules and forms adopted by the SEC, and~~ that ~~such~~any ~~information~~of isthese ~~accumulated~~pronouncements will ~~and~~have ~~communicated~~a tomaterial ~~management,~~impact ~~including~~on the ~~Chief~~Company's ~~Executive~~financial ~~Officer~~position and ~~the~~results ~~Chief~~of ~~Financial Officer, to allow timely decisions regarding required disclosures~~operations.

18ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~Management,~~Not with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this reportapplicable. Based on such evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, our disclosure controls and procedures were not effective. Our disclosure controls and procedures were not effective because of material weaknesses.

~~Changes~~ITEM in4. ~~Internal~~CONTROLS ~~Control~~AND ~~over Financial Reporting~~PROCEDURES

~~There~~Disclosure ~~were~~Controls ~~no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f)~~ and ~~15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.~~Procedures

~~This~~Our ~~quarterly~~disclosure ~~report~~controls ~~does~~and ~~not~~procedures, ~~include~~as andefined ~~attestation~~in Rule ~~report~~13a-15(e) ofand15d-15(e) under the ~~Corporation's~~Securities ~~registered~~Exchange ~~public~~Act ~~accounting~~of ~~firm~~1934, ~~regarding~~as ~~internal~~amended ~~control~~(the ~~over~~"Exchange ~~financial~~Act"), ~~reporting.~~are ~~Management's~~designed to ~~report~~ensure ~~was~~that ~~not~~information ~~subject~~required to ~~attestation~~be bydisclosed in reports filed or submitted under the ~~Corporation's~~Exchange ~~registered~~Act ~~public~~is ~~accounting~~recorded, ~~firm~~processed, summarized, ~~pursuant~~and toreported ~~temporary~~within the time periods specified in rules ofand forms adopted by the SEC, and that ~~permit~~such ~~the~~information ~~Corporation~~is accumulated and communicated to ~~provide~~management, ~~only~~including the ~~management's~~Chief ~~report~~Executive inOfficer ~~this~~and ~~quarterly~~the ~~report~~Chief Financial Officer, to allow timely decisions regarding required disclosures.

1918

~~PART~~Management, IIwith the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. ~~OTHER~~Based ~~INFORMATION~~on such evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, our disclosure controls and procedures were not effective. Our disclosure controls and procedures were not effective because of material weaknesses.

~~ITEM~~Changes 1in --Internal ~~LEGAL~~Control ~~PROCEEDINGS~~over Financial Reporting

~~From~~There ~~time~~were tono ~~time,~~changes wein ~~may~~our ~~become~~internal ~~involved~~control inover ~~various~~financial reporting ~~lawsuits~~(as ~~and~~such ~~legal~~term ~~proceedings,~~is ~~which~~defined ~~arise~~ in ~~the~~Rules ~~ordinary~~13a-15(f) ~~course~~and 15d-15(f) of ~~business.~~the ~~However,~~Exchange ~~litigation~~Act) isduring ~~subject~~the tomost ~~inherent~~recent ~~uncertainties,~~fiscal ~~and~~quarter that anhave ~~adverse~~materially ~~result~~affected, ~~in these~~ or ~~other~~are ~~matters~~reasonably ~~may~~likely ~~arise~~to ~~from~~materially ~~time~~affect, toour ~~time~~internal ~~that~~control ~~may~~over ~~harm~~financial ~~our business~~reporting.

WeThis ~~are~~quarterly report does not ~~presently~~include aan ~~party~~attestation report toof ~~any~~the ~~material~~Corporation's ~~litigation,~~registered ~~nor~~public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the ~~knowledge~~Corporation's registered public accounting firm pursuant to temporary rules of ~~management~~the SEC isthat ~~any~~permit ~~litigation~~the ~~threatened~~Corporation ~~against~~to ~~us,~~provide ~~which~~only ~~may~~the ~~materially~~management's ~~affect~~report usin this quarterly report.

~~ITEM 1A - RISK FACTORS~~19

~~See~~PART ~~Risk~~II. ~~Factors~~OTHER ~~set forth in the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2017 and the discussion in Item 1, above, under "Liquidity and Capital Resources."~~INFORMATION

ITEM 21 -- ~~UNREGISTERED~~LEGAL ~~SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~PROCEEDINGS

~~None~~From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

~~ITEM~~We 3are --not ~~DEFAULTS~~presently ~~UPON~~a ~~SENIOR~~party ~~SECURITIES~~to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

~~None.~~ITEM 1A - RISK FACTORS

~~ITEM~~See 4Risk Factors set forth in the Company's Annual Report on Form 10--K ~~SUBMISSION~~for OFthe ~~MATTERS~~fiscal TOyear Aended ~~VOTE~~May OF31, ~~SECURITY~~2017 ~~HOLDERS~~and the discussion in Item 1, above, under "Liquidity and Capital Resources."

~~None.~~ITEM 2 -- UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~ITEM 5 -- OTHER INFORMATION~~None.

~~None.~~ITEM 3 -- DEFAULTS UPON SENIOR SECURITIES

20None.

ITEM 64 -- ~~EXHIBITS~~SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

			Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Period Ending	Exhibit	Filing Date
3.1	Articles of Incorporation, as currently in effect		S-1		3.1	08/20/2015
3.2	Bylaws, as currently in effect		S-1		3.1	08/20/2015
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.	X

None.

21ITEM 5 -- OTHER INFORMATION

~~SIGNATURES~~None.

~~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.~~20

	Infinity Distribution Registrant
Date: April 23, 2018	/s/ Raul Mansueto
	Name: Raul Mansueto
	Its: Principal Executive Officer Principal Financial Officer Principal Accounting Officer

ITEM 6 -- EXHIBITS

			Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Period Ending	Exhibit	Filing Date

3.1	Articles of Incorporation, as currently in effect		S-1		3.1	08/20/2015
3.2	Bylaws, as currently in effect		S-1		3.1	08/20/2015

31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.	X

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.

	Infinity Distribution Registrant


Date: April 9, 2019	/s/ Raul Mansueto
	Name: Raul Mansueto
	Its: Principal Executive Officer Principal Financial Officer Principal Accounting Officer

Filing Compare · INFINITY DISTRIBUTION INC.