10QSB/A 1 form10qsba.htm Filed by Automated Filing Services Inc. (604) 609-0244 - Infinex Ventures, Inc. - Form 10-QSB/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB/A

x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the six month period ended April 30, 2003

¨ Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period ______ to ______

Commission File Number       0-29431

INFINEX VENTURES, INC.
(Exact name of small Business Issuer as specified in its charter)

   Nevada   52-2151795
 
(State or other jurisdiction of   (IRS Employer Identification No.)
incorporation or organization)    

Suite 200 - 675 West Hastings Street    
Vancouver, British Columbia, Canada   V6B 1N2
 
(Address of principal executive offices)   (Postal or Zip Code)

Issuer’s telephone number, including area code:   604-682-8468

None(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) 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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days    Yes x     No ¨

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 5,353,500 Shares of $0.001 par value Common Stock outstanding as of April 30, 2003.




PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and Item 310 (b) of Regulation S-B, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the six months ended April 30, 2003 are not necessarily indicative of the results that can be expected for the year ending October 31, 2003.

 

 

 


 

INFINEX VENTURES, INC.
(An Exploration Stage Company)

FINANCIAL STATEMENTS

APRIL 30, 2003
(Unaudited)
(Stated in U.S. Dollars)

 

 

 


INFINEX VENTURES, INC.
(An Exploration Stage Company)

BALANCE SHEET
(Unaudited)
(Stated in U.S. Dollars)

    APRIL 30     OCTOBER 31  
    2003     2002  
             
ASSETS            
             
Current            
   Cash $ 314   $ 2,022  
             
Mineral Property Interest (Note 4)   -     -  
             
  $ 314   $ 2,022  
             
LIABILITIES            
             
Current            
   Accounts payable $ 19,150   $ 17,796  
   Loans payable   91,445     81,880  
    110,595     99,676  
             
SHAREHOLDERS’ EQUITY            
             
Share Capital            
   Authorized:            
      75,000,000 common shares, par value $0.001 per share            
   Issued and outstanding:            
         5,353,500 common shares at April 30, 2003 and October            
            31, 2002   5,353     5,353  
             
Deficit Accumulated During The Exploration Stage   (115,634 )   (103,007 )
    (110,281 )   (97,654 )
             
  $ 314   $ 2,022  


INFINEX VENTURES, INC.
(An Exploration Stage Company)

STATEMENT OF LOSS AND DEFICIT
(Unaudited)
(Stated in U.S. Dollars)

                            INCEPTION  
                            DECEMBER 30  
    THREE MONTHS ENDED     SIX MONTHS ENDED     1998 TO  
    APRIL 30     APRIL 30     APRIL 30  
    2003     2002     2003     2002     2003  
                               
Expenses                              
      Bank charges $ 31   $ 22   $ 86   $ 75   $ 427  
      Consulting   1,000     -     2,000     -     4,500  
      Interest   1,024     950     2,076     1,930     9,536  
      Office facilities and sundry   1,210     658     6,607     658     22,597  
      Mineral property option                              
         payments and                              
         exploration expenditures   -     -     -     -     11,450  
      Professional fees   770     (800 )   1,858     4,897     31,371  
                               
Net Loss For The Period   4,035     830     12,627     7,560     79,881  
                               
Deficit Accumulated During                              
   The Exploration Stage,                              
   Beginning Of Period   111,599     88,930     103,007     82,200     -  
                               
Excess Of Consideration                              
   Paid For Dollar Maker, Inc.                              
   In Excess Of Additional                              
   Paid In Capital At The Date                              
   Of The Transaction   -     -     -     -     35,753  
                               
Deficit Accumulated During                              
   The Exploration Stage, End                              
   Of Period $ 115,634   $ 89,760   $ 115,634   $ 89,760   $ 115,634  
                               
                               
Net Loss Per Share $ (0.001 ) $ (0.001 ) $ (0.002 ) $ (0.001 )      
                               
                               
Weighted Average Number                              
   Of Shares Outstanding   5,353,500     5,353,500     5,353,500     5,353,500        


INFINEX VENTURES, INC.
(An Exploration Stage Company)

STATEMENT OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)

                            INCEPTION  
                            DECEMBER 30  
    THREE MONTHS ENDED     SIX MONTHS ENDED     1998 TO  
    APRIL 30     APRIL 30     APRIL 30  
    2003     2002     2003     2002     2003  
                               
Cash Flows From Operating Activities                              
      Net loss for the period $ (4,035 ) $ (830 ) $ (12,627 ) $ (7,560 ) $ (79,881 )
                               
Adjustments To Reconcile Net Loss To                              
   Net Cash Used By Operating Activities                              
      Stock issued for other than cash   -     -     -     -     250  
      Change in accounts payable   (2,217 )   (172 )   1,354     376     19,150  
    (6,252 )   (1,002 )   (11,273 )   (7,184 )   (60,481 )
                               
Cash Flows From Investing Activity                              
      Investment in Dollar Maker, Inc.   -     -     -     -     (45,000 )
                               
Cash Flows From Financing Activities                              
      Share capital issued   -     -     -     -     14,350  
      Loans payable   5,049     500     9,565     6,700     91,445  
    5,049     500     9,565     6,700     105,795  
                               
Increase (Decrease) In Cash   (1,203 )   (502 )   (1,708 )   (484 )   314  
                               
Cash, Beginning Of Period   1,517     524     2,022     506     -  
                               
Cash, End Of Period $ 314   $ 22   $ 314   $ 22   $ 314  


INFINEX VENTURES, INC.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2003
(Unaudited)
(Stated in U.S. Dollars)

1.
  

BASIS OF PRESENTATION

The unaudited financial statements as of April 30, 2003 included herein have been prepared 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 United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. It is suggested that these financial statements be read in conjunction with the October 31, 2002 audited financial statements and notes thereto.

   
2.
  

NATURE OF OPERATIONS

   
  a)

Inception

The Company was incorporated in the State of Nevada, U.S.A., on December 30, 1998.

     
  b)

Exploration Stage Activities

The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Upon location of a commercial minable reseve, the Company expects to actively prepare the site for its extraction and enter a development stage.

     
  c)

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As shown in the accompanying financial statements, the Company has incurred a net loss of $79,881 for the period from December 30, 1998 (inception) to April 30, 2003, and has no sales. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral properties. Management has plans to seek additional capital through a private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.



INFINEX VENTURES, INC.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2003
(Unaudited)
(Stated in U.S. Dollars)

3.

SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement.

The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

     
  a)

Option Payments and Exploration Costs

The Company expenses all costs related to the maintenance and exploration of mineral claims in which it has secured exploration rights prior to establishment of proven and probable reserves. To date, the Company has not established the commercial feasibility of its exploration prospects, therefore, all costs are being expensed.

     
  b)

Use of Estimates

The preparation of financial 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 revenues and expenses for the reporting period. Actual results could differ from these estimates.

     
  c)

Income Taxes

The Company has adopted Statement of Financial Accounting Standards No. 109 - “Accounting for Income Taxes” (SFAS 109). This standard requires the use of an asset and liability approach for financial accounting and reporting on income taxes. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.



INFINEX VENTURES, INC.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2003
 (Unaudited)
(Stated in U.S. Dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
     
  d)

Financial Instruments

The Company’s financial instruments consist of cash, accounts payable and loans payable.

Unless otherwise noted, it is management’s opinion that this Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments approximate their carrying values, unless otherwise noted.

   
  e)

Loss Per Share

Loss per share is calculated based on the weighted average number of common shares outstanding during the period.

   
4.
  

MINERAL PROPERTY INTEREST

The Company has entered into an option agreement, as amended, to acquire a 100% interest, subject to a 2% net smelter royalty, in the Gossan 1 to 9 mining claims located in Blaine County, Idaho, for the following consideration:

     
  a) The issuance of 250,000 common shares (issued).
     
  b) Cash payments totalling $200,000 payable as follows:
     
    i) $5,000 on execution of the agreement (paid);
    i) $5,000 by June 1, 2004;
    iii) $25,000 by June 1, 2005;
    iv) $35,000 on June 1, 2006;
    v) $55,000 on June 1, 2007;
    vi) $75,000 on June 1, 2008.
     
  c) Exploration expenditures totalling $100,000 to be incurred as follows:
     
    i) $10,000 by August 30, 2004;
    ii) an additional $40,000 by August 30, 2005;
    iii) a further $50,000 by August 30, 2006.
     

INFINEX VENTURES, INC.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2003
 (Unaudited)
(Stated in U.S. Dollars)

5.  LOANS PAYABLE

      APRIL 30     OCTOBER 31  
      2003     2002  
               
  Repayable on demand with interest at 8% per annum $ 45,000   $ 45,000  
  Repayable on demand without interest   46,445     36,880  
               
    $ 91,445   $ 81,880  
   
6.
  

CONTINGENCY

Mineral Property

The Company’s mineral property interest has been acquired pursuant to an option agreement. In order to retain its interest, the Company must satisfy the terms of the option agreement described in Note 4.

   
7.
  

ASSET PURCHASE AGREEMENT

The Company entered into an Asset Purchase Agreement, as amended, with Nano World Projects Corporation to acquire patents and a 45% ownership interest in Nano World Projects Europe S.P.A., an Italian company, in consideration of the issuance of 2,200,000 common shares, and the agreement to pay a royalty in the amount of 3% of the gross revenue earned through the issue of the patents. The agreement requires completion of the transaction by March 31, 2003.

During the quarter ended April 30, 2003, the Company decided not to conclude the acquisition.

   
8.
  

SUBSEQUENT EVENT

Subsequent to April 30, 2003, the Company entered into a License Agreement with Santa Clara 2000 SRL, an Italian company, to acquire patents in consideration of the issuance of 500,000 common shares, and the agreement to pay a royalty in the amount of 10% of the net revenue derived from the use of the patent rights.



Item 2. Plan of Operation

The Company was organized as a Nevada corporation on December 30, 1998 for the purpose of acquiring and exploring mineral properties. In 2002, the Company decided to abandon its business plan relating to its interest in the Long Canyon property.

Pursuant to an Asset Purchase Agreement dated August 20, 2002 that the Company entered into with Nano World Projects Corporation (“Nano World”), a Delaware corporation, the Company agreed to acquire from Nano World a series of patents and related assets and rights relating to Nano World’s dynamic thin laminar flow process. The Company agreed also to acquire a 45% interest in Nano World’s Italian subsidiary, Nano World Projects Europe S.P.A. In consideration of these assets, the Company had agreed to issue to Nano World 2,200,000 shares of restricted common stock in its capital. As well, Nano World was to retain a royalty equal to 3% of the gross revenues that the Company was to earn through the use of the patents.

The Company has decided to not complete the acquisition of these assets and the series of relating patents from Nano World Projects Corporation. The Company has also decided to not proceed with the acquisition of the 45% of Nano World’s Italian subsidiary.

Pursuant to an Exclusive License Agreement entered into on May 8, 2003 with Santa Carla 2000 SRL, an Italian corporation, the Company has agreed to purchase100%title and interest to a License of the world wide rights associated to a Nano Technology Italian Patent number AL2003A00000Z. This Patent relates to Tunnelling Magnetoresistance Structure and the Method of its Production. Pursuant to the terms of the License Agreement the Company has agreed to further develop the Patent Rights for commercial applications.

In consideration of the transfer of these rights the Company has agreed to issue, to Santa Carla 2000 SRl, 500,000 restricted shares in its capital stock. As well, the Company will pay 10% of any future Net Revenues that may be derived from sales resulting from the license of the Patent

The Company anticipates that additional funding will be required in the form of equity financing from the sale of its common stock. There is no assurance that the Company will be able to achieve additional sales of its common stock sufficient to fund the development of its nanotechnology patent rights. It does not have any arrangements in place for future equity financing.

The Company anticipates incurring approximately $32,800 for administrative expenses including accounting and audit costs ($9,000) legal fees ($7,000), rent and office costs ($6,000), computer costs ($1,800), telephone costs ($1,800) and general administrative costs ($7,200) over the next 12 months.

The Company is unable to estimate approximate costs for development and marketing of the nanotechnology assets it is acquiring until such time as it raises sufficient financing for operations and complete its acquisition of these assets.


Forward-Looking Statements

This Form 10-QSB includes -" forward-looking statements" within the meaning of the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

All statements other than historical facts included in this Form, including without limitation, statements under "Plan of Operation", regarding the Company's financial position, business strategy, and plans and objectives of management of the Company for the future operations, are forward-looking statements.

Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the Company's expectations include, but are not limited to, market conditions, competition and the ability to successfully complete financing.

PART II- OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not a party to any pending legal proceeding. Management is not aware of any threatened litigation, claims or assessments.

Item 2. Changes in Securities

The Company did not issue any securities during the quarter ended January 31, 2003. Upon closing of its agreement with Nano World, the Company will be required to issue 2,200,000 shares of restricted common stock in its capital.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits and Report on Form 8-K

99.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

99.2 Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

There were no reports filed on Form 8-K during the six month period ended April 30, 2003.


SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Infinex Ventures, Inc.
 
/s/ Mario Aiello
Mario Aiello, President


Exhibit 99.1
CERTIFICATION

I, Mario Aiello, President and Chief Executive Officer of Infinex Ventures, Inc., certify that:
     
1. I have reviewed this quarterly report on Form 10-QSB of Infinex Ventures, Inc.;
     
2.
  
Based on my knowledge, this quarterly report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
     
3.
  
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
     
4.
  
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
     
  a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
     
  b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
     
  c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
     
5.
  
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
     
  a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
     
  b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
     
6.
  
The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: June 23, 2003 /s/ Mario Aiello
 
  Mario Aiello, President and C.E.O.


Exhibit 99.2
CERTIFICATION

I, Earl Hope, Chief Financial Officer and Director of Infinex Ventures, Inc., certify that:
     
1. I have reviewed this quarterly report on Form 10-QSB of Infinex Ventures, Inc.;
     
2.
  
Based on my knowledge, this quarterly report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
     
3.
  
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
     
4.
  
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
     
  a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
     
  b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
     
  c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
     
5.
  
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
     
  a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
     
  b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
     
6.
  
The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: June 23, 2003 /s/ Earl Hope
 
  Earl Hope, Chief Financial Officer and Director