10KSB 1 form10ksb.htm ANNUAL REPORT FOR THE FISCAL YEAR ENDED OCTOBER 31, 2003 Filed by Automated Filing Services Inc. (604) 609-0244 - Infinex Ventures, Inc. - Form 10-KSB

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 2003

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________

Commission file number: 000-32843

INFINEX VENTURES, INC.
(Exact name of Registrant as specified in its charter)

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

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

(604) 682-8468
Registrant’s telephone number, including area code

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which
to be so registered each class is to be registered
   
None None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock
(Title of Class)

Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 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 x       No ¨

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or

information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.

Yes x       No ¨

State issuer’s revenues for its most recent fiscal year: Nil

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computer by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.)

$16,395,550 as at January 27, 2004 being last price the common equity was sold.

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

5,853,500 common shares as of January 27, 2004.

TABLE OF CONTENTS

    Page
     
ITEM 1: DESCRIPTION OF BUSINESS 4
     
ITEM 2: DESCRIPTION OF PROPERTY 10
     
ITEM 3: LEGAL PROCEEDINGS 10
     
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 10
     
ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 11
     
ITEM 6: MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 12
     
ITEM 7: FINANCIAL STATEMENTS 12
     
ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES 24
     
ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 24
     
ITEM 10: EXECUTIVE COMPENSATION 25
     
ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 26
     
ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 26
     
ITEM 13: EXHIBITS AND REPORTS 27

PART I

ITEM 1: DESCRIPTION OF BUSINESS

Organization

We were organized as a Nevada corporation on December 30, 1998 for the purpose of acquiring and exploring mineral properties. In 2002, we decided to abandon our business plan relating to our interest in the Long Canyon property and entered into an agreement to acquire certain nanotechnology patents and related assets.

Pursuant to an Agreement and Plan of Merger dated November 14, 2000, between Dollar Maker, Inc. (“Dollar Maker”), a Nevada corporation, and us, we acquired all of the issued and outstanding shares of Dollar Maker in exchange for 10,000 shares of our restricted common stock and $45,000. This transaction resulted in Infinex Ventures, Inc. being the surviving company.

Pursuant to an Asset Purchase Agreement (the "Agreement") dated August 20, 2002 that we entered into with Nano World Projects Corporation (“Nano World”), a Delaware corporation, we had 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. We were also acquiring a 45% interest in Nano World’s Italian subsidiary, Nano World Projects Europe S.P.A. In consideration of these assets, we hade agreed to issue to Nano World 2,200,000 shares of restricted common stock in our capital. As well, Nano World would have retained a royalty equal to 3% of the gross revenues that we would have earned through the use of the patents. We decided not to proceed with the closing of this agreement.

Business of the Company

Pursuant to a licensing agreement (the "Agreement") dated May 8, 2003, between us, Infinex Ventures, Inc.,and Santa Carla 2000 SRL (“Santa Carla”), a private Italian corporation, we have agreed to acquire from Santa Carla the exclusive right to use Santa Carla’s patent relating to the nanotechnology concept known as tunneling magnetoresistance. In consideration of the patent rights, we have agreed to issue to Santa Carla 500,000 shares of restricted common stock in our capital at closing. As well, Santa Carla will retain a royalty equal to 10% of the net revenues that we earn through the use of the patent.

The Industry

Nanotechnology is technology based on the manipulation of individual atoms and molecules to build structures to complex, atomic specifications. A nanometer is one billionth of a meter and is the unit of length that is generally most appropriate for describing the size of single molecules. Nanotechnology generally refers to utilization of component structures that are roughly the size of the smallest molecule. Devices with minimum feature sizes less than 100 nanometers (nm) are generally considered to be products of nanotechnology. The basis for nanotechnology is predicated largely on the fact that with respect to such small structures (a) the number of atoms at the surface is larger than the number of atoms in the bulk, and (b) the classical laws of physics are superceded by quantum mechanics. Examples of these phenomena can be found in catalytic converters, whose spongy structure has an enormous surface area, and in resonant tunneling transistors where electrons can literally tunnel through solid barriers.

Nanoscale related activities involve the purposeful manipulation of matter at the atomic level via the modalities of chemistry and macromachines (surface probe microscopy equipment). Nanotechnology is expected in the future to have fundamental impacts on a wide range of areas, interests and applications. Underway are applications in molecular computing, specialized materials with unusual properties, such as shape-changing alloys, synthetic "organic" compounds and superconductive semiconductors, custom gene construction on demand and ultra-miniaturized machinery on a cellular and subcellular scale.

The superior properties of "nanophase" materials (increased hardness, wear resistance, adhesion and slipperiness) are useful in the manufacture of special bondings, coatings, capsules, catalysts and plastics. The applications derived from these materials are diverse, including microelectronics, automotive components, business machines and even personal care products, such as sunscreens and cosmetics.

Operating at the atomic level, companies have constructed unique materials with properties superior to conventional materials. These nanophase materials are expected to be used to manufacture special bondings, coatings, capsules, catalysts and plastics with current commercial applications in microelectronics, automotive components, business machines, and even personal care products. This also encompasses a range of novel nanoscale materials such as organic crystals, high temperature superconductors, and shape changing alloys. Other areas are expected to include supramolecular chemistry, protein engineering, x-ray crystallography and limited aspects of biotechnology. These unusually assembled structures are expected to have unique behavioral properties with an increasing array of applications.

The use of complex molecular machines, known as assemblers, capable of reproducing themselves in large numbers and then gathering and positioning other atoms and molecules in desired constructions comprises molecular manufacturing. Almost any chemically stable and specifiable product can be manufactured to exact specifications and perfect quality with little or no waste.

IBM researchers are moving closer to designing computers with the tiniest features possible using a scanning tunneling microscope, or STM. IBM's nanoscale research is already yielding scientific insights into the behavior of very small structures that will allow them to shrink the features on integrated circuits in their computer designs. In the future, developments using STM technology may pave the way for circuits made from atomic or molecular components. Such circuits could be hundreds of times smaller than today's electronic circuits, allowing computer designers to put more processing power onto chips. That, in turn, could lead to smaller, faster, lower-power and even more portable computers.

The promise of nanotechnology has resulted in a proliferation of private and public initiatives designed to support its development. Non-profit organizations such as the Foresight Institute and the Nanotechnology Development Team are furthering nanotechnology education and many universities around the world have established specific programs for nanotechnology research.

The nanotechnology industry has seen a tremendous increase in players due to recent developments in scientific research. Due to the wide variety of potential applications of Nanotechnology as well as the diversity of streams from which it is developed, many companies are often developing markedly different products and services, from microchips to paint coatings to new industrial processes to biomedical products.

TUNNELING MAGNETORESISTANCE AND MAGNETIC MEDIA

Tunneling magnetoresistance (“TMR”) is a large change in the electrical resistance upon the application of a magnetic field of two magnetic layers separated by an insulating layer. In practical terms, TMR and the other fields of giant magnetoresistance and ballistic magnetoresistance may revolutionize the way that electronic data is stored.

TMR technology allows thin magnetic films to be layered to make complex structures with unique magnetic properties. Such layered magnetic structures have applications in magnetic sensors and storage media like computer disks and randon access memories. Magnetic random access memories (“MRAMs”) based on structures of magnetic metallic films interspersed with nonmagnetic metallic or insulating interlayers may be the next generation in magnetic storage

technology, replacing the semiconductor-based dynamic random access memories that are now standard. The advantages of MRAMs include high storage density, low energy consumption and the retention of information when a computer is turned off.

IBM first introduced the use of thin films for computer hard drives in 1979. The coil in its read sensor was made using thin film technology, although, at that time, the reading and writing processes were still inductive. In 1992, sensors based on magnetoresistance were introduced for read heads and contributed to an annual storage-capacity growth rate of about 60%. These sensors have now been replaced by giant magnetoresistance (“GMR”)sensors because their effect is larger and the sensors can be more compact.

The discovery of GMR led to the revival of interest in the tunneling phenomenon of TMR. TMR structures have the same form as GMR structures, but for TMR the interlayer material is insulating rather than conducting. In TMR, a voltage applied between iron magnetic films causes a tunneling current to flow across the interlayer with a magnitude that depends on the relative orientation of the magnetizations on both sides of the interlayer.

Most applications for which GMR can be used are also candidates for TMR. In some cases, TMR appears to perform better. For double layers, record values for TMR of around 50% have been reported at room temperature compared to 20% for GMR.

The primary limitation for GMR, TMR and other related technologies is difficulty in making use of them at an industrial level. Most magnetoresistance structures are currently fabricated mainly in research laboratories. Industrial applications of these structures require significant simplification of fabrication methods.

One of the most common methods of fabricating magnetoresistance structures is known as sputtering. Sputtering is a vacuum process used to deposit very thin films on substrates. It is performed by applying a high voltage across a low pressure gas, usually argon, to create a “plasma”, which consists of electrons and gas ions in a high energy state.

During sputtering, energized plasma ions strike a “target” composed of the desired coating material, and cause atoms from that target to be ejected with enough energy to travel to, and bond with, the substrate.

We are acquiring patent rights relating to a particular method utilizing the formation of polymeric nanocapsules. The possibility of the deposition and patterning of layers of nanoengineered polymeric capsules on to solid supports can be achieved. These arrays can be used for the formation of magnetic devices, such as memory systems. Diminishment of capsule size will allow the formation of objectes with single magnetic domains. The developed lithography process will allow for the patterning of these objects in a desirable fashion.

Summary of Invention

The patent known as “Tunnelling Magnetoresistance Structure and the Method of Its Production” is based on the growth of magnetic material particles in the polymeric nanocapsules. Space confinement of the grown particle provides the realization of its size to be not larger than the capsule diameter. Ideally, it is possible to grow single magnetic domain particles inside nanocapsule shell composed of insulating polymers. In this case, the nanocapsule shell must be extremely thin (not larger than 2 nm) in order to allow tunneling current to travel through it. In the alternative, the nanocapsule shell can be composed of the alternation of conducting and insulating polymers, that allows the capsule to be thicker, that can be useful for the stability improvement of the tunneling magnetoresistance structure.

Risk Factors

In addition to the other information in this current report, the following factors should be carefully considered in evaluating our business and prospects:

LIMITED OPERATING HISTORY

We have a limited operating history upon which an evaluation of our prospects can be made. We have only become involved in the nanotechnology sector within the past year. Our prospects must be considered speculative considering the risks, expenses and difficulties frequently encountered in an emerging industry. The development, marketing and sale of our proposed nanotechnology products involve significant business risks. There can be no assurance that unanticipated problems will not occur which would result in material delays in our product development and marketing, or that our efforts will result in successful product commercialization. There can be no assurance that we will be able to achieve profitable operations.

FAILURE TO MANAGE GROWTH COULD HARM THE COMPANY

We expect to experience significant growth and expect such growth to continue for the foreseeable future. Our growth may place a significant strain on our management, financial, operating and technical resources. Failure to manage this growth effectively could have a material adverse effect on our financial condition or results of operations. Part of our business strategy may be to acquire assets that will complement our existing business. We are unable to predict whether or when any material transaction will be completed should negotiations commence. If we proceed with any such transaction, no assurance can be given that we can effectively integrate the acquired operations with our own operations. We may also seek to finance any such acquisition by debt financings or issuances of equity securities and there can be no assurance that any such financing will be available on acceptable terms or at all.

DEPENDENCE ON THIRD-PARTY PROVIDERS

Because our current management has no business or technical experience in the nanotechnology field, we will likely become dependent upon third parties for one or more significant services required for the development and marketing of our proposed products. Inasmuch as the capacity for certain services by certain third parties may be limited, our inability, for economic or other reasons, to continue to receive services from existing providers or to obtain similar products or services from additional providers could have a material adverse effect on our business.

UNPREDICTABILITY OF REVENUES

Our results of operations may vary from period to period because of a variety of factors, including our research and development, our introduction of new products and services or our competitors, cost increases from third-party service providers, production interruptions, the availability and cost of industry service providers, changes in marketing and sales expenditures, acceptance of our products and services, competitive pricing pressures, and general economic and industry conditions that affect customer demand and preferences.

As with any relatively new business enterprise operating in a specialized and intensely competitive market, we are subject to many business risks that include, but are not limited to, unforeseen marketing, promotional and development expenses, unforeseen negative publicity, competition, product liability and lack of operating experience. Many of the risks may be unforeseeable or beyond our control. There can be no assurance that we will successfully implement our business plan in a timely or effective manner, or that we will be able to market and sell enough products and services to generate sufficient revenues and continue as a going concern.

FUTURE CAPITAL NEEDS AND UNCERTAINTY OF ADDITIONAL FUNDING

To develop and market products and services, we will need additional funds in the near future. Our current cash on hand of $3,811 at October 31, 2003 is not sufficient for us to commence our intended business plan. We will need additional capital in order to develop, test and market our proposed products and services. Such additional capital may be received by public or private financings, as well as through loans and other resources. To the extent that additional capital is received by the sale of equity or equity-related securities, the issuance of such securities will result in dilution to our existing stockholders. There can be no assurance that additional funding will be available on favorable terms and conditions, if at all. If adequate funds are not available, we may be required to curtail operations significantly or to obtain funds by entering into arrangements with collaborative partners or others that may require us to relinquish rights that we would not otherwise relinquish.

NO ASSURANCE OF REVENUE OR OPERATING PROFITS

There can be no assurance that we will be able to develop or maintain consistent revenue sources or that our operations will become profitable.

COMPETITION

Although we believe that the nanotechnology market will provide opportunities for more than one supplier of products and services similar to those that we anticipate developing, it is possible that other suppliers may dominate one or more market segments. If competition increases from these and other sources, we might have to respond to competitive pressures by implementing pricing, marketing and other programs, or seeking additional strategic alliances or acquisitions that may be less favorable than would otherwise be established or obtained. Any such response to competition could materially affect our business, results of operations and financial conditions. We also have significant competition from other manufacturers and distributors in international markets, including competition from United States-based competitors, in addition to companies that are already well established in foreign markets. Many of our existing competitors, in addition to a number of potential new competitors, have significantly greater financial, technical and marketing resources than us.

PRODUCTS AND SERVICES

There can be no assurance that we will not experience difficulties that could delay or prevent the successful development, introduction or marketing of new or enhanced products and services, or that our new products and services will adequately satisfy the requirements of prospective customers and achieve significant acceptance by those customers. Because of certain market characteristics, including technologic change, changing customer needs, frequent new product and service introductions and evolving industry standards, the continued introduction of new products and services is critical. Delays in the introduction of new products and services may result in customer dissatisfaction and may delay or cause a loss of revenue.

There can be no assurance that we will be successful in developing new products or services. Additionally, there can be no assurance that we will not experience difficulties that could delay or prevent the successful development, introduction and marketing of new or improved products and services, or that our new products and services will adequately satisfy the requirements of prospective customers and achieve acceptance by those customers. In addition, new or enhanced products and services introduced by us may contain undetected errors that require significant design modifications. This could result in a loss of customer confidence that could adversely affect the use of our products, which, in turn, could have a material adverse effect upon our business, results of operations or financial condition. If we are unable to develop and introduce new or improved products or services in a timely manner in response to changing market conditions or customer requirements, our business, operating results and financial condition will be materially adversely affected.

LACK OF EXPERIENCE

We have no experience in the sale and marketing of the nanotechnology products and services we anticipate developing. There can be no assurance that we will be able to retain qualified professionals in our industry or to make arrangements with collaborators, licensees or others to perform such activities or that such efforts will be successful.

The development, manufacture and distribution of our products and services will involve a number of procedures and will require compliance with stringent quality control specifications imposed by ourselves and various regulators. Our inability or reduced capacity to develop and distribute our proposed products would have a material adverse effect on our business and results of operations.

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES

We are not currently subject to direct regulation by any government agency in the United States, other than regulations applicable to businesses generally. Our efforts to sell products and services may expose us to product liability claims. We have little experience in the sale of products and the development of relationships with manufacturers or suppliers of these products. Persons who purchase products may sue us if any of the products purchased from us are defective, fail to perform properly or injure the user. Liability claims could require us to spend significant time and money in litigation or to pay significant damages. As a result, any such claims, whether or not successful, could severely harm our business.

INFRINGEMENT OF OUR INTELLECTUAL PROPERTY COULD HARM OUR BUSINESS

Our success and ability to compete may be significantly dependent on our proprietary information. We anticipate that we will rely exclusively on intellectual property to protect our proprietary information. Although we intend to actively take action to protect our proprietary information, that action may not be adequate to prevent the infringement or misappropriation of our proprietary information. Infringement or misappropriation of our proprietary information could materially harm our business.

WE MAY BE UNABLE TO SECURE REQUIRED LICENSES

The utilization or other exploitation of the products and services developed by us may require us to obtain licenses or consents from government regulatory agencies or from the producers or other holders of patents, copyrights or other similar rights relating to our products and services. In the event we are unable, if so required, to obtain any necessary licenses or consents on terms and conditions which we consider to be reasonable, we may be required to stop developing, utilizing, or exploiting products and services affected by government regulation or by patents, copyrights or similar rights. In the event we are challenged by a government regulatory agency, or by the holders of patents, copyrights or other similar rights, there can be no assurance that we will have the financial or other resources to defend any resulting legal action, which could be significant.

RELIANCE UPON UNPATENTED INFORMATION

We may rely on certain proprietary technologies, trade secrets, and know-how that are not patentable. Although we may take options to protect our unpatented trade secrets, our technology and our proprietary information, in part, by the use of confidentiality agreements with our employees, consultants and certain of our contractors, there can be no assurance that (i) these agreements will not be breached, (ii) we would have adequate remedies for any breach; or (iii) our proprietary trade secrets and know-how will not otherwise become known or be independently developed or discovered by competitors. There is also no assurance that our actions will be sufficient to prevent imitation or duplication of our products and services by others or prevent others from claiming violations of their trade secrets and proprietary rights.

HAZARDOUS MATERIALS; ENVIRONMENTAL MATTERS

Our proposed production processes will subject us to various laws and regulations governing the use, manufacture, storage, handling, and disposal of hazardous materials and certain waste products. The risk of accidental contamination or injury from hazardous materials cannot be completely eliminated. In the event of such an accident, we could be held liable for any damages that result and any such liability could exceed our financial resources.

In addition, there can be no assurance that, in the future, we will not be required to incur significant costs to comply with environmental laws and regulations relating to hazardous materials. We may be subject to various laws and regulations governing the use, storage, handling and disposal of such materials and certain waste products. Although we believe that we will be able to institute the necessary safety procedures for handling and disposing of such materials and comply with the standards prescribed by such laws and regulations, the risk of accidental contamination or injury from these materials cannot be completely eliminated. In the event of such an accident, we could be held liable for any damages that result, and any such liability could exceed our resources. There can be no assurance that we will not be required to incur significant costs to comply with current or future environmental laws and regulations nor that our operations, business or assets will not be materially or adversely affected by current or future environmental laws or regulations.

Forward-Looking Statements

This Form 10-KSB contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the above “Risk Factors” section and elsewhere in this document.

ITEM 2: DESCRIPTION OF PROPERTY

Our executive offices are located at 595 Howe Street, Suite 323, Vancouver, British Columbia, Canada. Our officers provide principal executive office space and telephone service free of charge. The costs associated with the use of the telephone and mailing address were deemed by management to be immaterial.

ITEM 3: LEGAL PROCEEDINGS

There are no legal proceedings pending or threatened against us.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On December 31, 2002, in accordance with our bylaws, shareholders representing a majority of the shares entitled to vote approved in writing all business required to be transacted at an Annual General Meeting. Mario Aiello, Earl Hope and Athanasios Tom Raptis were re-elected as directors of the Company for the ensuing year. Shareholders also passed resolutions approving our financial statements, the reappointment of Morgan & Company, Chartered Accountants as our and all acts of our directors and officers since the date of our last Annual General Meeting.

PART II

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our shares of common stock have traded on the National Association of Securities Dealers’ OTC Bulletin Board since April 19, 2002. The OTC Bulletin Board is a network of security dealers who buy and sell stock. The following table sets forth the high and low closing prices and average daily volume of our common shares traded on the OTC Bulletin Board:

Period High Low Average Daily Volume  
             
November 1, 2002 to February 28, 2003 $4.75   $1.70   2,605  
March 1, 2003 to June 30, 2003 $4,90   $2.00   1,749  
July 1, 2003 to October 31, 2003 $4.85   $1.70   2,283  

The above quotations are taken from information provided by Canada Stockwatch and reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

We have 167 shareholders of record as at the date of this annual report.

Because the Trading Market for Our Shares is Illiquid, Shareholders May Not Be Able to Sell Their Shares.

Our shares of common stock are quoted for trading on the OTC Bulletin Board and have been trading through the facilities of that quotation system. Due to the illiquid and speculative nature of our trading market, we cannot assure you that you will be able to sell your shares for a reasonable price.

Our Securities May Be Subject to Penny Stock Regulation.

If the trading market for our securities remains volatile and the price of our common shares falls below $5.00 per share, then we will be subject to "penny stock" regulation. "Penny stock" rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with a spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prescribed by the Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. Consequently, the "penny stock" rules may restrict the ability of broker-dealers to sell our shares of common stock. The market price of our shares would likely suffer as a result.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

  1. we would not be able to pay our debts as they become due in the usual course of business; or
  2. our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.

ITEM 6: MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operation

We intend to complete our acquisition of certain assets of Santa Carla (refer to Description of Busines above) and to raise the funds necessary to develop and market nanotechnology products. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. There is no assurance that we will be able to achieve additional sales of our common stock sufficient to fund the development of our nanotechnology. We do not have any arrangements in place for future equity financing.

Our plan of operations for the next twelve months is to complete the following objectives within the time period specified:

  • We anticipate 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).
     
  • We are unable to estimate approximate costs for development and marketing of the nanotechnology assets we are acquiring until such time as we raise sufficient financing for operations and complete our acquisition of these assets.

Results of Operations

We have had no operating revenues since our incorporation on December 30, 1998. Our activities have been financed from the proceeds of share subscriptions and loans from our president, Mr. Mario Aiello. Since our incorporation, we have raised a total of $14,350 from private offerings of our securities. In addition, our president, Mario Aiello, has loaned a total of $102,011 to us. Of this amount, $45,000 bears interest at a rate of 8% per year and is payable on demand. The balance is also payable on demand, but bears no interest.

For the fiscal year ended October 31, 2003, we incurred a net loss of $425,774 consisting of office costs and sundry of $3,411, $14,982 for legal and accounting fees, interest expenses of $4,192 due to Mr. Aiello pursuant to the above-noted loan, consulting fees of $3,000, $400,000 licence fee payment for Nano Techonology acquisition and bank charges of $189. Our net loss in fiscal 2003 increased by $404,967 as compared to fiscal 2002. This was primarily due to the acquisition of the Nano Techonology patent licence costs being charged to operation.

At October 31, 2003, we had cash on hand of $3,811 and accounts payable of $127,239, including the $102,011 in loans payable to Mr. Aiello.

ITEM 7: FINANCIAL STATEMENTS

 

 

INFINEX VENTURES, INC.
(A Development Stage Company)

FINANCIAL STATEMENTS

OCTOBER 31, 2003 AND 2002

(Stated in U.S. Dollars)

 

 

AUDITORS' REPORT

To the Directors
Infinex Ventures, Inc.
(A development stage company)

We have audited the balance sheet of Infinex Ventures, Inc. (a development stage company) as at October 31, 2003 and 2002, and the statements of loss and deficit accumulated during the exploration stage, cash flows, and stockholders’ deficiency for the years ended October 31, 2003 and 2002, and for the period from December 30, 1998 (date of inception) to October 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with United States of America generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at October 31, 2003 and 2002, and the results of its operations and cash flows for the years ended October 31, 2003 and 2002, and for the period from December 30, 1998 (date of inception) to October 31, 2003, in accordance with United States of America generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company incurred a net loss of $493,028 since inception, has not attained profitable operations and is dependent upon obtaining adequate financing to fulfil its exploration activities. These factors raise substantial doubt that the Company will be able to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Vancouver, B.C. “Morgan & Company”
   
January 19, 2004 Chartered Accountants

Tel: (604) 687-5841 P.O. Box 10007 Pacific Centre
fax: (604) 687-0075 Sute 1488 - 700 West Georgia Street
www.morgan-cas.com Vancouver, B.C. V7Y 1A1

INFINEX VENTURES, INC.
(A Development Stage Company)

BALANCE SHEETS
(Stated in U.S. Dollars)

  OCTOBER 31  
  2003   2002  
         
ASSETS        
         
Current            
   Cash $ 3,811   $ 2,022  
             
LIABILITIES            
             
Current            
   Accounts payable and accrued liabilities $ 25,228   $ 17,796  
   Loans payable (Note 5)   102,011     81,880  
    127,239     99,676  
             
SHAREHOLDERS’ DEFICIENCY            
             
Share Capital            
   Authorized:            
      75,000,000 common shares, par value $0.001 per share            
             
   Issued and outstanding:            
         5,853,500 common shares at October 31, 2003 and            
         5,353,500 common shares at October 31, 2002   5,853     5,353  
             
   Additional paid-in capital   399,500     -  
             
Deficit Accumulated During The Development Stage   (528,781 )   (103,007 )
    (123,428 )   (97,654 )
             
  $ 3,811   $ 2,022  
             

INFINEX VENTURES, INC.
(A Development Stage Company)

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

          INCEPTION  
          DECEMBER 30  
  YEARS ENDED   1998 TO
  OCTOBER 31   OCTOBER 31  
  2003   2002   2003  
                   
Expenses                  
      Bank charges $ 189   $ 126   $ 530  
      Consulting   3,000     -     5,500  
      Interest   4,192     3,890     11,652  
      License fee (Note 3)   400,000     -     400,000  
      Office facilities and sundry   3,411     8,964     17,063  
      Mineral property option payments and                  
            exploration expenditures   -     2,100     11,450  
      Professional fees   14,982     5,727     46,833  
                   
Net Loss For The Year   425,774     20,807     493,028  
                   
Deficit Accumulated During The Development                  
   Stage, Beginning Of Year   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 Development                  
   Stage, End Of Year $ 528,781   $ 103,007   $ 528,781  
                   
Basic And Diluted Loss Per Share $ (0.08 ) $ (0.01 )      
                   
                   
Weighted Average Number Of Shares                  
   Outstanding   5,527,473     5,353,500        
                   

INFINEX VENTURES, INC.
(A Development Stage Company)

STATEMENTS OF CASH FLOWS
(Stated in U.S. Dollars)

          INCEPTION  
          DECEMBER 30  
  YEARS ENDED   1998 TO
  OCTOBER 31   OCTOBER 31  
  2003   2002   2003  
                   
Cash Flows From Operating Activities                  
      Net loss for the year $ (425,774 ) $ (20,807 ) $ (493,028 )
                   
Adjustments To Reconcile Net Loss To Net Cash                  
   Used By Operating Activities                  
      Stock issued for license fee   400,000     -     402,750  
      Change in accounts payable   7,432     1,284     25,228  
    (18,342 )   (19,523 )   (65,050 )
                   
Cash Flows From Investing Activity                  
      Investment in Dollar Maker, Inc.   -     -     (45,000 )
                   
Cash Flows From Financing Activities                  
      Share capital issued   -     -     11,850  
      Loans payable   20,131     21,039     102,011  
    20,131     21,039     113,861  
                   
Increase In Cash   1,789     1,516     3,811  
                   
Cash, Beginning Of Year   2,022     506     -  
                   
Cash, End Of Year $ 3,811   $ 2,022   $ 3,811  
                   
                   
Supplemental Disclosure Of Non-Cash Financing                  
   And Investing Activities                  
      Common shares issued pursuant to acquisition                  
         agreement $ -   $ -   $ 1,000  

INFINEX VENTURES, INC.
(A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ DEFICIENCY
OCTOBER 31, 2003
 (Stated in U.S. Dollars)

  COMMON STOCK          
          ADDITIONAL              
          PAID-IN              
  SHARES   AMOUNT   CAPITAL     DEFICIT     TOTAL  
                             
Shares issued for services                            
      at $0.001 2,500,000   $ 2,500   $ -   $ -   $ 2,500  
Shares issued for cash                            
      at $0.001 2,500,000     2,500     -     -     2,500  
Shares issued for mineral property                            
option at $0.001 250,000     250     -     -     250  
Shares issued for cash                            
      at $0.10 93,500     93     9,257     -     9,350  
Net loss for the period -     -     -     (10,839 )   (10,839 )
                             
Balance, October 31, 1999 5,343,500     5,343     9,257     (10,839 )   3,761  
                             
Net loss for the period -     -     -     (8,259 )   (8,259 )
                             
Balance, October 31, 2000 5,343,500     5,343     9,257     (19,098 )   (4,498 )
                             
Shares issued for acquisition of Dollar                            
    Maker, Inc. at $0.10 10,000     10     990     -     1,000  
Excess of consideration paid for Dollar                            
    Maker, Inc. in excess of additional                            
    paid-in capital at the date of the                            
    transaction -     -     (10,247 )   (35,753 )   (46,000 )
Net loss for the year -     -     -     (27,349 )   (27,349 )
                             
Balance, October 31, 2001 5,353,500     5,353     -     (82,200 )   (76,847 )
                             
Net loss for the year -     -     -     (20,807 )   (20,807 )
                             
Balance, October 31, 2002 5,353,500     5,353     -     (103,007 )   (97,654 )
                             
Shares issued for license fee at $0.80                            
  500,000     500     399,500     -     400,000  
Net loss for the year -     -     -     (425,774 )   (425,774 )
                             
Balance, October 31, 2003 5,853,500   $ 5,853   $ 399,500   $ (528,781 ) $ (123,428 )
                             

INFINEX VENTURES, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2003 AND 2002
(Stated in U.S. Dollars)

1. NATURE OF OPERATIONS
     
  a) Inception
     
   
The Company was incorporated in the State of Nevada, U.S.A., on December 30, 1998.
     
  b)

Development Stage Activities

The Company is in the development stage, therefore, recovery of its assets is dependent upon future events, the outcome of which is indeterminable. In addition, successful completion of the Company’s development program and its transition, ultimately to the attainment of profitable operations, is dependent upon obtaining adequate financing to fulfil its development activities and achieve a level of sales adequate to support its cost structure.
     
  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 $493,028 for the period from December 30, 1998 (inception) to October 31, 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 business. 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.
     
2. SIGNIFICANT ACCOUNTING POLICIES
     
 
Thefinancial 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 andliabilities 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.
 

INFINEX VENTURES, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2003 AND 2002
(Stated in U.S. Dollars)

2.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

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)

Development Stage Company

The Company is a development stage company as defined in the Statements of Financial Accounting Standards No. 7. The Company is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced. All losses accumulated since inception have been considered as part of the Company’s development stage activities.
 

  b)

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.
 

  c)

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.
 

  d)

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.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2003 AND 2002
(Stated in U.S. Dollars)

2.
  		 SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
  e)

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.
 

  f)

Basic and Diluted Loss Per Share

In accordance with SFAS No. 128 – “Earnings Per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At October 31, 2003, the Company has no stock equivalents that were anti-dilutive and excluded in the earnings per share computation.
 

  g)

Impairment of Long-Lived Assets

The Company reviews long-lived assets and including identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets. When future cash flows of newly acquired technologies cannot be determined, the costs of acquisition are charged to operations at the time of acquisition.
 
3.
  

LICENSE AGREEMENT

During the year ended October 31, 2003, the Company entered into a License Agreement with Santa Clara 2000 SRL, an Italian corporation, to acquire the exclusive patent rights to the nanotechnology concept, known as tunnelling magnetoresistance, in consideration of the issuance of 500,000 common shares (issued), and the agreement to pay a royalty in the amount of 10% of the net revenue derived from the use of the patent rights.

Since the future cash flows from the licensed patent rights cannot be determined at the date of acquisition, the cost has been charged to operations.
 

INFINEX VENTURES, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2003 AND 2002
(Stated in U.S. Dollars)

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);
    ii) $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.
 
5. 

LOANS PAYABLE
 

    2003   2002  
           
  Repayable on demand with interest at 8% per annum $ 45,000   $ 45,000  
  Repayable on demand without interest   57,011     36,880  
               
    $ 102,011   $ 81,880  

At October 31, 2003, accounts payable and accrued liabilities include $11,652 (2002 - $7,460) of accrued interest on the loans payable.

6. RELATED PARTY TRANSACTIONS
 
  a)
During the year ended October 31, 2003, the Company incurred management fees of $3,000 (2002 -$Nil) to a director.
 

INFINEX VENTURES, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2003 AND 2002
(Stated in U.S. Dollars)

6.
  		 RELATED PARTY TRANSACTIONS (Continued)
 
  b)
During the year ended October 31, 2003, the Company incurred legal expenses of $12,117 (2002 -$Nil) with a law firm in which an officer is a partner.
 
  c)
The loans payable described in Note 5 are payable to a director and companies with a common director.
 
7.
  

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.
 

ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

PART III

ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Name Age Position with Registrant Served as a Director or Officer Since
       
Mario Aiello 54 President, and director November 10, 2000
       
Athanasios Tom Raptis 45 Director November 10, 2000
       
Earl W. Hope 63 Chief Financial Officer and Director November 10, 2000
       
Gregory S. Yanke 34 Secretary November 10, 2000

The following is a biographical summary of our directors and officers:

MARIO C. AIELLO has 18 years experience as an advisor and consultant in the corporate and financial markets. In a consulting capacity, he has developed financial and administrative programs for clients in the high-tech, manufacturing and natural resources markets. He has been responsible for financing many of these companies and for securing share-listing status for more than 25 of them, both on U.S. and Canadian exchanges. For the past 12 years, he has been President and Director of MCA Equities Ltd., a consulting company providing management and administrative advice and assistance to private and public companies in both Canada and the United States. From June 1995 to July 2002, he has been active in business development in various regions of China where he evaluated different business opportunities and was instrumental in negotiating a number of joint ventures for Chinese corporate entities. Mr. Aiello acts as the Secretary for Crown Medical Systems Inc. and Silver Star Energy Inc., both US reporting companies traded on the OTC BB.

ATHANASIOS TOM RAPTIS, a West Vancouver, B.C. entrepreneur, has 12 years experience in the exploration and development of mineral properties. From November 1999 to the present, Mr. Raptis has been a corporate communications consultant for Whytecliff Capital Corp. In addition, he is a self-employed geological and mining consultant, and in this capacity has been responsible for structuring and supervising the development of mining infrastructures and operations. From January, 1994 to September, 1999, he was a geological and mining consultant for Consolidated Silver Tusk Mines Ltd. In the last five years he has completed the construction of a gold/silver production mill in Lompon, Sumatra, Indonesia. He is presently overseeing the further development of this production facility.

EARL W. HOPE has acted as a consultant for St. Elias Mines Ltd. in the area of finance, investor and shareholder relations since June 2000. Mr. Hope has experience with private and public traded companies. He spent 29 years as an account executive with several national and international securities firms such as Midland Walwyn Inc., West Coast Securities Ltd. and Canaccord Capital Inc. His duties and responsibilities in this capacity included: customer service, initial public offerings and market underwritings. Mr. Hope has completed the Canadian Securities Course, the Series 62 US Corporate Securities Limited Representative License and Series 63 Uniform Securities and Agent State Law Exam. His employment over the past five years is as follows: from March, 1999 to April, 2000, an investor relations consultant with Metroplus Communications; from November, 1998 to February, 1999, an investor relations consultant with Weatheral Manufacturing; from January, 1998 to October, 1998, a stock broker with Wolverton Securities Ltd.; from March, 1993 to December, 1997, a stock broker with Canaccord Capital Corp.

GREGORY S. YANKE, has been a self-employed securities lawyer and principal of Gregory S. Yanke Law Corporation since February 2000. From May 1996 to February 2000, he was employed as an associate lawyer with Beruschi & Company, Barristers and Solicitors, a Vancouver, Canada based law firm that practices securities and corporate law. Mr. Yanke is a graduate of the University of British Columbia, receiving Bachelor degrees in Political Science (1991) and Law (1994). He is a member in good standing with the Law Society of British Columbia. Mr. Yanke currently acts as a director of Surforama.com, Inc., a United States reporting company. He is also a director or officer of the following British Columbia and Alberta reporting companies: LMX Resources Ltd., Randsburg International Gold Corp., Alberta Star Development Corp., Iciena Ventures Inc., Big Bar Gold Corporation, Mutapa Copper and Cobalt Inc., Algorithm Media Inc., Diamcor Mining Inc., Candorado Operating Company Ltd., PanTerra Exploration Corp. and Big Star Energy Inc.

All directors are elected annually by our shareholders and hold office until the next Annual General Meeting. Each officer holds office at the pleasure of the board of directors. No director or officer has any family relationship with any other director or officer.

ITEM 10: EXECUTIVE COMPENSATION

The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal year ended October 31, 2003.

    Annual Compensation   Long Term Compensation        
                Other Annual   Restricted Stock Options/   LTIP   All Other
Name (1) Title   Year   Salary   Bonus   Compensation   Awarded   SARs (#)   payouts ($)   Compensation
                                   
Mario Aiello President   2003   $0   0   0   0   0   0   $3,000
                                   
Earl Hope CFO/Director   2003   $0   0   0   0   0   0   0
                                        
Tom Raptis Director   2003   $0   0   0   0   0   0   0
                                   
Gregory Yanke Secretary   2003   $0   0   0   0   0   0   0

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. Based on our review of the copies of such forms we received, we believe that during the fiscal year ended October 31, 2003 all such filing requirements applicable to our officers and directors were complied with exception that reports were filed late by the following persons:

  Number   Transactions   Known Failures  
  Of late   Not Timely   To File a  
Name and principal position Reports   Reported   Required Form  
             
Mario Aiello 0   0   1  
(President and director)            
             
Earl Hope 0   0   0  
(C.F.O. and Director)            
             
Athanasios Tom Raptis 0   0   0  
(Director)            
             
Greg Yanke 0   0   1  
(Secretary)            

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our shares of common stock at January 28, 2004 by (i) each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock, (ii) each of our directors, (iii) our executive officers, and (iv) by all directors and executive officers of Infinex as a group. Each person named in the table, has sole voting and investment power with respect to all shares shown as beneficially owned by such person and can be contacted at our executive office address.

  NAME OF SHARES OF      
TITLE OF CLASS BENEFICIAL OWNER COMMON STOCK   PERCENT OF CLASS  
           
Common Mario C. Aiello 2,760,000   47.15%  
           
Common Gregory S. Yanke 1,000   0%  
           
Common Athanasios Tom Raptis 0   0%  
           
Common Earl W. Hope 0   0%  
           
DIRECTORS AND          
OFFICERS AS A          
GROUP   2,761,000   47.72%  

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as disclosed below, none of our directors or officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to all of our outstanding shares, nor any promoter, nor any relative or spouse of any of the foregoing persons has any material interest, direct or indirect, in any transaction since our incorporation or in any presently proposed transaction which, in either case, has or will materially affect us.

Our president, Mario Aiello, has loan a total of $102,011 to us. We have used $57,011 of this amount for general operating expenses. The remaining $45,000 was used to complete our merger agreement with Dollar Maker, Inc. Of the $102,011 that we owe to Mr. Aiello, $45,000 bears interest at a rate of 8% per year and is payable on demand. The balance is also payable on demand, but bears no interest.

We have an agreement with Greg Yanke, our secretary, whereby his law firm, of which he is principal, provides legal services to us from time to time at a standard hourly rate. For the year ended October 31, 2003, Mr. Yanke’s law firm has rendered accounts to us totaling $12,117 for legal services.

Our management is involved in other business activities and may, in the future become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between our business and their other business interests. In the event that a conflict of interest arises at a meeting of our directors, a director who has such a conflict will disclose his interest in a proposed transaction and will abstain from voting for or against the approval of such transaction.

ITEM 13: EXHIBITS AND REPORTS

Exhibits

31.1
   
31.2
   
32.1
   
32.2

Reports on Form 8-K

During our fiscal year ended October 31, 2003, we filed a report on Form 8-K dated May 8, 2003 concerning our acquisition of certain assets from Santa Carla 2000 SRL, a private Italian corporation. The agreement provides for the acquisition, from Santa Carla, of the exclusive right to use Santa Carla’s patent relating to the nanotechnology concept known as tunneling magnetoresistance. In consideration of the patent rights, we have issued to Santa Carla 500,000 shares of restricted common stock in our capital. As well, Santa Carla will retain a royalty equal to 10% of the net revenues that we may earn through the use of the patent.

SIGNATURES

Pursuant to the requirements of Section 13 and 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Infinex Ventures, Inc.

By /s/ Mario Aiello
  Mario Aiello
  President, Director
  Date: January 28, 2004

In accordance with the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By /s/ Mario Aiello
  Mario Aiello
  President, Director
  Date: January 28, 2004
   
By /s/ Athanasios Tom Raptis
  Athanasios Tom Raptis
  Director
  Date: January 28, 2004
   
By /s/ Earl Hope
  Earl Hope
  Chief Financial Officer and Director
  Date: January 28, 2004
   
By /s/ Gregory Yanke
  Gregory Yanke
  Secretary
  Date: January 28, 2004