---

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended July 31, 2008

[   ] 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 000-51073

INFITECH VENTURES INC.(Exact name of registrant as specified in its charter)

|NEVADA                                                               | 98-0335119                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|20 Lyall Avenue                                                      |                                     
|Toronto, Ontario, Canada                                             | M4E 1V9                             
|(Address of principal executive offices)                             | (Zip Code)                          
|                                                                     |                                     
|(416) 691-4068                                                       |                                     
|Issuer's telephone number                                            |                                     

Securities registered under Section 12(b) of the Exchange Act:
NONE.

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 Par Value Per Share.

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined by Rule 405 of the Securities Act. Yes [ 
 ]     No [X]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes
[   ]     No [X]

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
[X]No [   ]

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (s229.405 of this chapter) is not
contained herein, and will not 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-K or any amendment to this Form 10-K.
[X]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer  [   ] |                                               | Accelerated
      filer                    
       [   ]
|------------------------------ | --------------------------------------------- | --------------------------------------------------------
|Non-accelerated filer    [   ] | (Do not check if a smaller reporting company) | Smaller reporting company [X]                           

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes [X]No
[   ]

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed 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 the last business day of the registrants most recently
completed second fiscal quarter: $434,700 as of January, 31, 2008,
basedon a price of $0.06, being the last price at which the registrant
  sold shares of its common stock prior to that date.

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date.
As of October 28, 2008, the Registrant had 13,661,666 shares of common
stock outstanding.



---



INFITECH VENTURES INC.

ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED JULY 31,
2008

TABLE OF CONTENTS

|           |                                                                                                                    | **PAGE**
|---------- | ------------------------------------------------------------------------------------------------------------------ | --------
|           |                                                                                                                    |         
|PART I     |                                                                                                                    | 3       
|           |                                                                                                                    |         
|ITEM 1.    | BUSINESS                                                                                                           | 3       
|           |                                                                                                                    |         
|ITEM 1A.   | RISK FACTORS                                                                                                       | 11      
|           |                                                                                                                    |         
|ITEM 2.    | PROPERTIES                                                                                                         | 13      
|           |                                                                                                                    |         
|ITEM 3.    | LEGAL PROCEEDINGS                                                                                                  | 13      
|           |                                                                                                                    |         
|ITEM 4.    | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                | 13      
|           |                                                                                                                    |         
|PART II    |                                                                                                                    | 14      
|           |                                                                                                                    |         
|ITEM 5.    | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
      MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 14      
|           |                                                                                                                    |         
|ITEM 7.    | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
      AND RESULTS OF OPERATIONS.                       | 16      
|           |                                                                                                                    |         
|ITEM 8.    | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.                                                                       | 21      
|           |                                                                                                                    |         
|ITEM 9.    | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
      AND FINANCIAL DISCLOSURE.                        | 22      
|           |                                                                                                                    |         
|ITEM 9AT.  | CONTROLS AND PROCEDURES.                                                                                           | 22      
|           |                                                                                                                    |         
|ITEM 9B.   | OTHER INFORMATION                                                                                                  | 24      
|           |                                                                                                                    |         
|PART III   |                                                                                                                    | 25      
|           |                                                                                                                    |         
|ITEM 10.   | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.                                                            | 25      
|           |                                                                                                                    |         
|ITEM 11.   | EXECUTIVE COMPENSATION.                                                                                            | 26      
|           |                                                                                                                    |         
|ITEM 12.   | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
      AND RELATED STOCKHOLDER MATTERS.              | 27      
|           |                                                                                                                    |         
|ITEM 13.   | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE                                    | 28      
|           |                                                                                                                    |         
|ITEM 14.   | PRINCIPAL ACCOUNTING FEES AND SERVICES.                                                                            | 29      
|           |                                                                                                                    |         
|ITEM 15.   | EXHIBITS, FINANCIAL STATEMENT SCHEDULES.                                                                           | 29      
|           |                                                                                                                    |         
|SIGNATURES | 31                                                                                                                

2

---

PART I

The information in this discussion contains forward-looking
statements. These forward-looking statements involve risks and uncertainties,
including statements regarding the Company's capital needs, business strategy
and expectations. Any statements contained herein that are not statements of
historical facts may be deemed to be forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as "may,"
"will," "should," "expect," "plan," "intend," "anticipate," "believe,"
"estimate, "predict," "potential" or "continue", the negative of such terms or
other comparable terminology. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the
risks described below, and, from time to time, in other reports the Company
files with the United States Securities and Exchange Commission (the SEC).
These factors may cause the Company's actual results to differ materially from
any forward-looking statement. The Company disclaims any obligation to publicly
update these statements, or disclose any difference between its actual results
and those reflected in these statements.

As used in this Annual Report, the terms we, us, our,
Infitech, and the Company mean Infitech Ventures Inc. unless otherwise
indicated. All dollar amounts in this Annual Report are expressed in U.S.
dollars, unless otherwise indicated.

ITEM
1.           BUSINESS.

General

We were incorporated on October 24, 2000 under the laws of the
State of Nevada for the purpose of seeking business opportunities with respect
to environmental technologies and products.

Our business revolves around the development and marketing of a
proprietary technology (the Wax Technology) that uses a molten wax compound
consisting of paraffin wax and resins to control, clean and remediate oil and
other liquid fuel spills on land and water. In addition, as part of our
long-term business plan, we intend to pursue business opportunities in
wastewater treatment solutions.

We continue to require additional financing if we are to
continue as a going concern and to finance our business operations. As of July
31, 2008, we had cash of $664. If we are not able to acquire sufficient
financing in the near future, our business could fail and investors could lose
their investment.

THE WAX TECHNOLOGY

The Wax Technology utilizes a wax compound made up of a
proprietary mixture of paraffin wax and synthetic resins to control and clean
oil spills on land, still bodies of water and shorelines. The wax compound is
heated to a liquid state and the molten wax compound is then sprayed on top of
the oil spill in a manner similar to spray painting a car. Once the wax compound
comes into contact with the oil spill, whether the spill is on water or the
ground, the wax instantaneously solidifies. A chemical reaction occurs as the
hydrocarbon molecules present in the oil spill automatically bond with the
hydrocarbon molecules present in the wax. The result is a solidified mixture
that floats and which can then be easily collected. The collected wax/oil
mixture can then be reprocessed, recycled by separating the oil from the wax,
and reused. The Wax Technology is designed for easy use by any laborer,
significantly reduces the costs and dangers associated with existing remediation
methods and cleans to existing environmental standards.

Previous formulations of the Wax Technology utilized high grade
petroleum based waxes blended with polyethylene. However, due to high petroleum
prices, our management has decided to focus on lower cost lower melt point waxes
at this time.

3

---

PRODUCT DEVELOPMENT AND PLANNED WAX APPLICATIONS

Currently, we intend to market different formulations of the
Wax Technology for use on:

|(a) | Large and small still water, shoreline and inland water
      oil spills;
|--- | -------------------------------------------------------------------------
|(b) | Large and small inland oil spills;                                       
|(c) | Industrial/commercial factory oil spills; and                            
|(d) | Consumer inland oil spills.                                              

Our product development work to date has focused primarily on
adjusting the formulation of the wax itself, choosing waxes of different melt
points for specific applications, and experimenting with waxes with different
melt points and with different methods of application. When conducting our
development work, consideration is given to:

| | (1) | Expected weather conditions and season of the
  year;                  
| | --- | -----------------------------------------------------------------------
| | (2) | Type of oil spilled (e.g. bunker, diesel, gasoline,
      etc.);       
| | (3) | Whether the spill is on land or water;                                 
| | (4) | Method to be used to retrieve the spent solid wax/oil
      mixture;   
| | (5) | Nature of the terrain (e.g. sandy beach vs. rocky
      shoreline); and
| | (6) | Application method and equipment.                                      

By varying the formulation of wax and synthetic resins and the
melting point of the wax, we are able to vary the structural strength of the
wax, its rigidity, its elasticity and its adhesive qualities. Our tests have
shown that paraffin waxes with a mid-range melt point and a higher ratio of
resins to wax are better suited for treating oil coated beaches during summer
climate conditions. The mixture is heated in a container to 350°F and sprayed
onto the oil using a flare-jet nozzle 18 inches above the sand surface. Gravity
feed is all that is required for this application. The resin speeds up the
setting process and helps render the wax/oil residual less sticky to handle and
prevents clogging in the application equipment.

When treating oil spills on still water such as lakes, ponds or
tide pools, paraffin waxes having a lower range melt point and with a lower
ratio of resins to wax provide better results. This wax formulation works well
when used in conjunction with a synthetic mesh netting used to retrieve the
wax/oil residual. A flood nozzle with a gravity feed would be used to apply this
wax formulation.

When spraying cliffs or rocks, a formulation has been developed
to minimize the adhesive quality of the wax. This allows the solidifying wax to
flow down the face of the cliff and collect at the base, increasing the
efficiency of collecting the wax/oil residual. This hot wax formulation would be
sprayed on the rocks using a flare jet nozzle of 5 to 10 psi of pressure.

Heavier oils such as Bunker B or Bunker C oil require higher
pressure application to penetrate the thick viscous oil layer, regardless of
whether the oil is spilled on land or water. Our tests have shown that a
midrange melt point wax with a low ratio of resins to wax to be more effective
in cleaning up this type of oil. This wax formulation can then be applied at
increased pressures depending on the depth and viscosity of the oil layer and
the ambient temperature.

PROTOTYPE AND FIELD TESTING

Prototypes of the Wax Technology have been field tested in a
handful of cases.

In 1974, an oil spill occurred around the shores of the
ecologically sensitive Passage Island, located at the entrance to Howe Sound off
the coast of British Columbia, Canada. The spilled oil occupied an area
measuring approximately 450 feet long by 40 feet wide. Environment Canada
commissioned the Wax Technologys inventor, William Nelson, to clean the
shoreline of Passage Island using an early prototype of the Wax Technology. The
prototype wax formulation was sprayed on the contaminated area under low tide
conditions and all residual oil was removed within three days using a crew of
three men. Environment Canada inspected the shoreline area after the clean up
with a team of marine biologists who verified that all oil and residual wax had
been removed from the area. The cleanup was conducted over a three day period

4

---

with a crew of three men working 12 hours per day. The
equipment used consisted of 5x50 gallon steel drums used to heat and store the
wax and three small spray containers for dispensing the wax onto the oil spill.
The oil spill was contained and removed from the shoreline using approximately
2,000 pounds of wax. The total cost of the clean up was approximately $2,000. In
conducting the clean up at Passage Island, the following deficiencies were
identified and addressed:

| | (1) | It was observed that, when applying the wax to rocks with
      uneven or rough surfaces, not all of the oil was removed. As a result, the
      wax is now applied under pressure in order to dislodge oil located in
      pockets and rock crevices.                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                    
| | (2) | It was observed that, when applying the wax to oil
      resting in tidal areas, in some cases, the wax was not fully congealed
      prior to the tide coming back in. We addressed this issue by adding
      various resins to the wax compound which has reduced the solidification
      time.

In 1979, Mr. Nelson conducted a demonstration of an early
prototype of the Wax Technology for the U.S. Coast Guard. The demonstration was
conducted on the actual Capeche Oil Spill which was caused by a crude oil pipe
fracture. The demonstration was conducted in an area measuring approximately 30
feet long by 20 feet wide and removed all of the oil spilled in this area. The
spill was on both water and land and was cleaned up by two men using
approximately 10 gallons of wax. The oil was completely removed from the spill
area within one hour. The heated wax was applied by using a steel pail to
contain the wax, which was then poured over the spilled oil. The total cost of
the clean up was approximately $100.

In 1981, Mr. Nelson conducted another demonstration of a
prototype of the Wax Technology for the U.S. Coast Guard in Honolulu, Hawaii.
The Wax Technology was tested on a tidal waters area containing sand, rocks and
water and measuring approximately 12 feet long by 5 feet wide. Mr. Nelson was
able to remove all of the oil from this area using the Wax Technology prototype.
The oil spill was contained and removed within one hour by Mr. Nelson and an
assistant from the U.S. Coast Guard using three gallons of the Wax Technology
prototype. The total cost of the field trial, including preparation time, was
approximately $125.

Demonstrations of the Wax Technology were conducted for Ontario
Hydro in 1989, 1990, 1992 and 1994. The tests were conducted on both land and
inland waters on No. 2 fuel oil, turbine oil, lubricating oil, thermal oil,
transformer oil, crude oil, bunker oil, diesel fuel and gasoline. The
demonstrations were conducted at the Lennox TGS in Bath, Ontario, Canada. One of
these demonstrations was used to clean up an actual oil spill over a land area
measuring approximately 40 feet by 30 feet. The prototype wax formulation was
successfully used to clean this area as well as machinery and staircases
affected by the oil spill. This oil spill was cleaned up over a four hour period
by two men using approximately 15 gallons of the Wax Technology at a cost of
approximately $400. Other demonstrations were typically conducted by Mr. Nelson
on areas measuring 5 feet by 10 feet over a one hour period using approximately
one gallon of the Wax Technology. Each trial cost approximately $100.

In 1989, Mr. Nelson conducted a demonstration of the Wax
Technology in the Toronto Harbour for the Toronto Harbour Commission and the
Canadian Coast Guard. A mixture of diesel fuel and crude oil was spilled into a
cordoned area of the harbour measuring approximately 20 feet by 15 feet. Two men
using approximately five gallons of the prototype wax formulation removed the
spilled oil within one hour at a cost of approximately $250. The wax compound
was contained in a 15 gallon steel drum that was then heated using a propane
torch. The heated wax was then poured over the spilled oil, which was then
completely entrained in the wax and completely removed upon solidification.

In May of 2004, we engaged Bodycote Materials Testing Canada
Inc. (Bodycote), an independent testing facility, to examine the effectiveness
of the Wax Technology. In the Bodycote experiment, a one centimeter thick layer
of crude oil was poured on top of water lying in a large bath container with a
surface area of approximately 10 square feet. The hot wax compound was then
poured onto the oil surface until the entire surface area had been covered.
According to Bodycotes results, the molten wax compound absorbed approximately
40% of its own weight in crude oil. As the layer of spilled oil was relatively
thin, pouring the wax compound over the spilled oil was sufficient to
encapsulate the oil through the water surface. If the layer

5

---

of oil had been two to three inches thick, the wax compound
would have been sprayed under pressure in order to penetrate the oil surface to
the oil-water interface.

COMPETITION

We are aware of only one company that currently markets oil
spill clean up products utilizing wax as one of its major components. This
company is currently marketing oil spill bioremediation products based on a
modified beeswax powder. This product is intended to be used as a bioremediation
agent, to be left on the spilled oil until the spilled oil has been biodegraded
by bacteria present in the environment over the course of a few weeks or months.
Our planned products differ from the products currently being marketed by this
competitor in that our products are intended to be used to immediately remove
the spilled oil from the environment, while their products require continued
environmental exposure to break down the spilled oil over a period of weeks to
months. By facilitating the immediate removal of the oil from the environment,
our planned products will decrease the exposure of wildlife and vegetation to
the oil. In addition, although there can be no assurances, we believe that our
planned products will be more economical. Our planned products utilize a
paraffin wax formulation as its major component, the cost of which is
significantly less than the cost of beeswax.

In addition, there are a number of existing and established
technologies and techniques currently being used to clean oil spills. Some of
the techniques currently used in the industry include:

|(a) | Mechanical Recovery and Containment: Mechanical
      recovery and containment techniques utilize floating booms to contain oil
      spills on water. These booms must be towed by boats or other vessels in an
      effort to contain the spilled oil. The oil is then collected by skimmers
      which remove oil and water from the surface or by vacuum hoses which suck
      the oil and water from the surface. The major limitation of mechanical
      containment techniques is that they require the coordination of a number
      of boats and vessels in order to surround and contain the oil spill, which
      will naturally tend to disperse under the influence of waves and currents.
      Generally the use of mechanical containment techniques will require
      extensive logistical support. Further, because the booms must be towed by
      boats, the ability to use booms in shallow inshore waters is limited. In
      addition, as the oil weathers and changes viscosity, the pumps and
      skimmers being used may need to be changed, increasing the costs and time
      of recovery. Finally, once the oil recovery is completed, the booms,
      skimmers and vacuums must be cleaned, overhauled and repaired for use on
      the next oil spill.                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(b) | Chemical Dispersants: Dispersion of an oil spill
      will naturally occur when waves and other turbulence at the water surface
      causes the oil to break into tiny droplets and disperse into the
      surrounding water. Chemical solvents in applied dispersants are used to
      accelerate this process of physical and chemical break down. The
      dispersants are usually sprayed onto the oil spill using boats or
      airplanes. The primary disadvantage of chemical dispersants is that they
      involve the deliberate introduction into the environment of additional
      chemical pollutants. In open sea waters, the dispersal rate of the
      chemicals is relatively high and concentrations of the chemicals after
      introduction are unlikely to be high enough to produce adverse effects.
      However, on still/calm waters and in shallow shore waters where water
      exchange is poor, higher concentrations may persist for long periods and
      may themselves present environmental dangers.                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(c) | In Situ Burning: In situ burning involves
      intentionally setting the oil spill ablaze in order to burn the oil off
      the surface. Customarily, in situ burning on water involves corralling the
      oil using booms and setting it ablaze using flares, explosives or lasers.
      The oil fire then burns until the fuel runs out or conditions favorable to
      combustion change. Burning can pose a number of logistical problems in
      addition to the obvious safety concern associated with a large oil fire.
      Ignition of the oil can be problematic depending upon the amount of
      dispersal which has occurred and the type of oil spilled. In order to
      maintain the oil burn, the layer of oil on the surface generally needs to
      be at least two to three millimeters thick. As a result of naturally
      occurring dispersion, booms will often need to be used in order to
      concentrate the oil. In addition, as the more combustible elements of the
      oil burn off, the cooling effects of the wind and sea may eventually
      extinguish the fire, leaving a significant quantity of oil unburned. Vast
      quantities of smoke can also be produced by in situ burning, threatening
      nearby populations. If it rains during the burning, the smoke can result
      in oily rain falling as far as 80

6

---

|    | kilometers away. Finally, burning can leave a viscous,
      toxic residue which may sink or otherwise be difficult to
  recover.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(d) | Sorbents/Tissues: Sorbents or tissues may be used
      to wipe, absorb or adsorb the oil from the surface of the water or from
      the land. A variety of natural or synthetic materials may be used as
      absorbing agents. Each of these materials has a number of advantages and
      disadvantages. Generally, the size of the crews required to apply
      traditional sorbents grows exponentially with the size of the oil spill.
      Also, spent sorbents do not continue to collect much oil and must be
      disposed of or incinerated at special hazardous materials
  sites.

Based on our prototype tests and on field tests of the Wax
Technology conducted by Mr. Nelson, we believe that our Wax Technology will
provide distinct advantages over existing techniques and technologies, such as:

| | (1) | The supply costs for the paraffin wax, which forms the
      main ingredient of our Wax Technology, are relatively low when compared to
      the cost of materials and equipment required for existing mechanical
      techniques and chemical dispersants;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                              
| | (2) | Application of our Wax Technology will not depend on
      water turbulence or water exchange to facilitate clean up of the spilled
      oil;                                                                                                               
| |     |                                                                                                                                                                                                                                                              
| | (3) | The solidified wax compound which remains after
      application of the Wax Technology floats, facilitating easy removal of the
      residual from calm/still waters;                                                                                      
| |     |                                                                                                                                                                                                                                                              
| | (4) | Because the heated wax compound is applied in liquid
      form, the mobility of the wax allows it to seep into crevices between
      rocks and machinery, unlike competing sorbent products;                                                               
| |     |                                                                                                                                                                                                                                                              
| | (5) | Removal of the solidified wax will not require the use of
      skimmers or vacuums, allowing for easier clean up and post-application
      removal than existing mechanical techniques;                                                                    
| |     |                                                                                                                                                                                                                                                              
| | (6) | Our Wax Technology does not involve the lingering
      introduction of residual chemicals into the environment;                                                                                                                                             
| |     |                                                                                                                                                                                                                                                              
| | (7) | The spent wax compound can be collected and recycled for
      use without incineration or other hazardous disposal; and                                                                                                                                     
| |     |                                                                                                                                                                                                                                                              
| | (8) | Field tests conducted by Mr. Nelson have demonstrated
      that the wax can be applied by a relatively small team of technicians
      utilizing mobile spray application equipment.                                                                        

Although we have used prototype formulations of our Wax
Technology in a number of test cases, we have not yet completed commercial
development of products based on that technology and those prototypes have only
been used in a small number of situations. Further, because our product is
relatively novel, the Wax Technology has not yet gained acceptance in the market
place. Ultimately, the ability of products based on our Wax Technology to
successfully compete on a commercial level with existing remediation techniques
will depend on our ability to establish a competitive price for our products and
on our ability to demonstrate the efficiency and ease of use of our products
and, most importantly, their effectiveness in cleaning oil spills compared to
existing techniques.

CURRENT DEVELOPMENT HURDLES

Our Wax Technology is likely to be most effective when applied
to oil spills located on still water, shoreline and coastal waters as well as on
land. Even though the wax compound used in the Wax Technology will float,
because deep sea waters tend to be more turbulent than coastal and inland
waters, collection of the spent wax compound will be more difficult. In
addition, turbulent waters will tend to cause the spilled oil to disperse more
quickly, which would require the wax compound to be applied over potentially
very large areas.

7

---

Currently, we are still testing various formulations of our Wax
Technology. Depending upon the different formulations of paraffin wax and
synthetic resins, the effectiveness of the wax compound on cleaning different
types of spilled oil/fuels will vary. We hope to finalize our different
formulations within the next 6 months, subject to our obtaining sufficient
financing, of which there is no assurance (see Managements Discussion and
Analysis or Plan of Operation below).

In addition to finalizing the different formulations of the Wax
Technology that we intend to market, we are currently working to address the
following engineering/safety related issues:

|(a) | Liquefying the Wax Compound: We are currently
      working to solve logistical issues related to heating the wax compound
      from a solid to liquid state and for maintaining the wax in a liquid
      state. Different logistical problems present themselves when attempting to
      use the wax compound in a large scale environment (e.g. shoreline clean
      ups) or small scale environment (e.g. industrial or individual consumer
      use). In order to use the wax compound in a large scale environment, large
      but mobile heating units must be used to keep the wax in a liquid state.
      For consumer use, a method must be devised for consumers to safely and
      effectively heat the wax compound.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | We are currently working with our wax supplier, The
      International Group, Inc. (IGI), to utilize tanker trucks to ship the
      liquefied wax to potential oil spill sites. The tankers would be insulated
      units capable of maintaining the wax in a heated liquid state for extended
      periods of time. We are also in the preliminary stages of developing a
      mobile application unit for large scale spills, complete with propane
      heaters, air compressors, tanks, hoses, temperature controls and
      applicator nozzles. The unit is being designed to be either self propelled
      or towed by an All Terrain Vehicle or tractor.                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | In addition, for smaller industrial site spills and
      consumer spills, we are working on design prototypes of insulated wax
      canisters, complete with heat controls and dispensing equipment. As
      designed, the canisters could be replenished with refill wax
      cartridges.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(b) | Applying the Wax Compound: We are currently
      working to design new equipment or reconfigure existing technologies to be
      used to apply the wax in a timely manner. Effective remediation of oil
      spills requires the timely application of remediation technologies. To use
      the technology on large oil spills, we must ensure that the applicator
      equipment is mobile to ensure a speedy response. We are currently working
      to develop different types of applicators for use on different types of
      oil spills (see above).                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(c) | Recovery of Wax Compound: We are currently working
      on methods to improve the efficiency of collecting the spent wax compound.
      One of the methods that we have developed is the use of a synthetic mesh
      netting which can be laid down on both land and water prior to application
      of the wax. Once the applied wax solidifies, the oil, wax and netting can
      be removed in one clean sweep.                                                                                                                                                                                                                                                                                                                

Previous formulations for our Wax Technology utilized a high
grade petroleum based wax blended with polyethylene. Due to sharp increases in
petroleum prices, our management believes that using high grade petroleum based
waxes is no longer cost effective. As a result, we are focusing on the use and
development of lower melt point waxes, which at present are more cost
effective.

In addition to the above technical development issues, before
we are able to market our product, we will need to secure a supplier for our wax
compound (see Manufacturing and Production below). Further, we may be required
to obtain the approval of various regulatory agencies (see Government
Regulations below).

MANUFACTURING AND PRODUCTION

Once we have completed the development of our anticipated
products, we plan to market those products directly to emergency response
contractors, insurance companies and other emergency response organizations
involved in the clean up and remediation of oil spills. Although we have
developed and successfully tested prototypes of our Wax Technology, we are in
the process of developing and refining various formulations and have not
completed the development of our products for commercial application, nor have
we received any revenues to date. In the past, we have worked with the
International Group, Inc.

8

---

(IGI), an unrelated independent supplier of paraffin wax, to
refine our formulation for various applications. Mr. Nelson has collaborated
with IGI for a number of years on different wax related projects. Based on Mr.
Nelsons long-standing personal relationship with IGI, they have verbally agreed
to assist us and to provide us with limited supplies of paraffin wax formulated
according to Mr. Nelsons specifications during the prototype refinement process
free of charge. IGI has also verbally agreed to provide us with bench scale
quantities of paraffin wax and quantities for small field trials free of charge
while we are still in the development stage of our business.

Although IGI has verbally agreed to provide us with small
amounts of paraffin wax during the development stage of our business, we do not
have a formal agreement with IGI. As such, IGI may, at their discretion, cease
to supply us with paraffin wax.

Once we have completed the development of our commercial
products, we intend to enter into a formal agreement with IGI for the
manufacture and supply of our wax compound. There are a number of suppliers who
provide paraffin wax in raw form, however, there are a limited number of
suppliers willing and able to supply specialized wax composites. We have not yet
entered into a formal agreement with IGI for the manufacture and supply of wax
products and there is no assurance that we will be able to reach such an
agreement with them in the future. If we are unable to reach an agreement with
IGI for the manufacture and supply of our products, we will have to seek
alternative suppliers, which may have a materially adverse effect on our
business.

We are also working to produce mini-kits of our wax products
to be used by consumers. The kits would be targeted to allow everyday consumers
to use our products to clean minor oil spills. We plan to introduce these kits
as part of our product introduction strategy and intend to sell them directly to
consumers either online or by telephone. We will also provide consumers with
after-sales services and support.

MARKETING AND SALES PLAN

We have not yet completed the development of our products for
commercial application and have not received any revenues or completed any sales
of our products to date. Once we have completed the refinement and development
of our products for commercial sale, we expect to focus our marketing and sales
efforts on markets within the United States and Canada, especially in
industrialized areas vulnerable to, and with a history of, spill occurrences.

We expect to concentrate our marketing and sales efforts
directly at approved emergency response contractors, insurance companies and
other organizations involved in the control and remediation of oil spills. We
also intend to license our products to global sales agents who will assist us in
marketing our products worldwide.

WASTEWATER TREATMENT PRODUCTS

In addition to pursuing the development and marketing of the
Wax Technology, as part of our long-term business plan, we are also exploring
opportunities in wastewater treatment solutions. We intend to provide process
design solutions and to supply equipment for ultraviolet disinfection, membrane
filtration and sequencing batch reactor wastewater treatment systems. Although
we will explore opportunities in this area if they present themselves, because
of our limited financial resources, we do not expect to actively pursue
opportunities in this area in the near term as we intend to focus our available
resources on developing and marketing the Wax Technology.

Through Paul G. Daly, our founder, sole director and our Chief
Executive Officer, Chief Financial Officer, President, Secretary and Treasurer,
we have over 20 years of experience in providing environmental and wastewater
solutions. It is expected that Mr. Dalys experience will form the foundation of
this planned business. In addition to our plans to provide process design
services, we intend to seek opportunities to:

|(a) | obtain exclusive rights to supply proprietary ultraviolet
      disinfection, membrane filtration and sequencing batch reactor equipment;
      or
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------

9

---

|(b) | obtain rights to act as suppliers for manufacturers of
      such equipment.
|--- | ----------------------------------------------------------------------------

Currently, we do not have any contracts to act as a dealer for
manufacturers of ultraviolet disinfection, membrane filtration or sequencing
batch reactor equipment and there is no assurance that we will be able to obtain
such contracts in the future.

PATENTS AND TRADEMARKS

The inventor of the Wax Technology, Mr. Nelson, registered a
patent application with the Canadian Intellectual Property Office (the CIPO)
under the application number CA 2,314,066 on July 17, 2000. In March, 2007, we
received notice of the first examination report from the CIPO in connection with
our patent application. The CIPO raised a number of objections to our patent
application regarding the wording of our claims, which were considered to be
indefinite or ambiguous. In order to avoid abandonment of our patent
application, we were required to file a reply to the first examination report by
August 1, 2007. Due to a lack of financing, we were unable to file a reply
within the required time period. As a result, our patent application was
abandoned. Due to our limited financial resources and the high expected cost of
reviving this patent application, we do not intend revive this patent
application. In addition, during the past year, the price of petroleum has
increased significantly, increasing the cost of the high grade petroleum based
waxes called for in the formulation set out in this patent application. As a
result, in the opinion of our management, this current formulation would no
longer be cost effective. We are currently focusing on the development of lower
melt point waxes, which are less expensive. We do not currently have plans to
file a patent application for any new developments that we make in the use of
waxes for oil spill remediation, and we will need to protect our interests by
maintaining the secrecy of any new formulations that we develop.

GOVERNMENT REGULATIONS

Because our Wax Technology is a chemically inert product and
does not involve the lingering introduction of residual chemicals into the
environment, we believe that it will be unnecessary for us to obtain prior
approval from Canadian and U.S. environmental regulatory agencies to use our
planned products to clean oil spills on land. However, we may be required to
obtain the prior approval of federal regulatory agencies such as Environment
Canada and the U.S. Environmental Protection Agency (the EPA) or state or
local agencies before our planned products can be used to treat oil spills on
inland or coastal waters. We may incur material costs or liabilities in
obtaining such approvals and/or complying with applicable laws and regulations.
Furthermore, our potential customers may be required to comply with numerous
laws and regulations when engaging in environmental remediation activities.

We do not anticipate any material costs associated with
complying with local, state or federal environmental laws in the production of
our anticipated products as we intend to contract out the manufacturing of our
anticipated wax products.

Environment Canada Approval Requirements

In Canada, where an oil spill will potentially affect inland or
coastal waters subject to the Canadian Fisheries Act, permission must be
obtained from the regional office of Environment Canada to use oil spill
treatment agents or products. Permission is granted by Environment Canada on a
case-by-case basis, but is not required for oil spills not affecting waters
subject to the Fisheries Act. In order for remediation personnel to obtain
permission to use our planned products, those products must be submitted to the
Environmental Technology Centre of Environment Canada (the ETC) for testing
and approval. Although we have not yet submitted our products to the ETC for
testing, we have made initial contact with the ETC with respect to obtaining
their approval for our planned products. In our discussions with the ETC, they
have expressed concerns with regards to the use of the Wax Technology on fast
moving waters, the Wax Technologys absorption rate and on the recoverability of
the spent wax. However, the ETCs comments are based on a twenty-year old, early
prototype of the Wax Technology that Mr. Nelson had demonstrated for Environment
Canada in the 1970s. We are working to address those concerns in our current
development activities, including increasing the absorption capacity of the wax
compound and the use of a synthetic mesh netting to remove the spent solidified
wax (see Product Development and Planned Wax Applications and Current
Development Hurdles above). Further, we intend to restrict marketing for the
use of our product to calm/still

10

---

waters and shoreline clean ups where we believe use of the Wax
Technology will be most beneficial. Subject to our ability to obtain additional
financing, of which there is no assurance, once we have completed the
development of our planned products, we hope to make a formal submission to the
ETC for their approval.

U.S. Environmental Protection Agency Approval Requirements

In the United States, federal authorization is required to use
a product on a specific oil spill incident only where the oil spill has the
potential to affect U.S. navigable waters, as defined by Section 300.5 of the
National Oil and Hazardous Substances Pollution Contingency Plan (NCP)
Regulations. Where the oil spill does not have the potential to affect U.S.
navigable waters, federal authorization is not required, although individual
state and local governments may impose their own authorization requirements.

Where an oil spill does have the potential to affect U.S.
navigable waters, a regional response team (RRT) consisting of representatives
of a number of federal and state agencies, including a representative of the
EPA, will have jurisdiction over the clean up of the oil spill. If the product
to be used in the clean up of the oil spill is a chemical or biological agent,
as defined by Section 300.5 of the NCP Regulations, the product must be listed
on the NCP Product Schedule and incident specific RRT member approval is
required to use the product. The EPA is responsible for determining whether a
product must be listed on the NCP Product Schedule. Because our Wax Technology
is a chemically inert product used to remove the spilled oil, we believe that
our planned products will be classified as a sorbent under the NCP Regulations
and will not require listing on the NCP Product Schedule and will thus not
require approval prior to their use on specific spill incidents. However, in
order to confirm the status of our planned products, once we have completed the
development of our products and subject to our obtaining additional financing,
of which there is no assurance, we intend to submit our products to the EPA to
confirm that those products meet the definition of a sorbent under the NCP
Regulations.

EMPLOYEES

We currently have only one full-time employee, who is our
founder, sole director and President, Secretary and Treasurer, Paul G. Daly.
However, we have retained the services of the inventor of the Wax Technology,
William Nelson as a consultant (see Directors and Executive Officers, Promoters
and Control Persons below).

ITEM
1A.         RISK FACTORS.

The following are some of the important factors that could
affect our financial performance or could cause actual results to differ
materially from estimates contained in our forward-looking statements. We may
encounter risks in addition to those described below. Additional risks and
uncertainties not currently known to us, or that we currently deem to be
immaterial, may also impair or adversely affect our business, financial
condition or results of operation.

Need For Financing

We do not currently have the financial resources to complete
our plan of operation for the next twelve months. We anticipate that we will
require financing in the amount of $750,000in order to fund our plan of
operation over the next twelve months. We presently do not have any financing
arrangements in place and there is no assurance that we will be able to obtain
sufficient financing on terms acceptable to us or at all. If further financing
is not available, our ability to meet our financial obligations and pursue our
plan of operation will be substantially limited. If we are not able to meet our
financial obligations as they come due, our business could fail and investors
could lose a substantial portion or all of their investment.

Limited Operating History, Risks Of A New Business Venture

We were incorporated on October 24, 2000 and, prior to our
acquisition of the Wax Technology, we had been involved primarily in
organizational activities and in seeking business opportunities related to
environmental technologies and products. We have not earned any revenues to
date.

11

---

Potential investors should be aware of the difficulties
normally encountered by a new enterprise and the high rate of failure of such
enterprises. The potential for future success must be considered in light of the
problems, expenses, difficulties complications and delays encountered in
connection with the development of a business in the area in which we intend to
operate and in connection with the formation and commencement of operations of a
new business in general. These include, but are not limited to, unanticipated
problems relating to research and development programs, marketing, approvals by
government agencies, competition and additional costs and expenses that may
exceed current estimates. There is no history upon which to base any assumption
as to the likelihood that our business will prove successful, and there can be
no assurance that we will generate any operating revenues or ever achieve
profitable operations.

Our Operations Will Be Subject To Extensive Government
  Regulations

Our operations will be subject to extensive government
regulations in the United States, Canada and in other countries in which we may
operate. In order to sell our anticipated products, we may be required to obtain
a number of regulatory approvals at the federal, state and local level,
including the approval of the U.S. Environmental Protection Agency and
Environment Canada. We may incur material costs or liabilities in obtaining such
approvals and/or complying with applicable laws and regulations. Furthermore,
our potential customers may be required to comply with numerous laws and
regulations when engaging in environmental remediation activities. There can be
no assurance that we will be able to successfully comply with all present or
future government regulations. An inability to obtain necessary regulatory
approvals or the imposition of onerous conditions on the use of our anticipated
products will have a materially adverse effect on us, our business and our
financial condition.

Our Business Operations, Assets and Personnel Are Located
  Outside The United States

Although we are incorporated in the United States, all of our
current operating activities are conducted in, and all of our assets and
personnel are located in, Canada. As such, investors in our securities may
experience difficulty in enforcing judgments or liabilities against the Company
or our personnel under United States securities laws.

Our corporate headquarters are located at 20 Lyall Avenue,
Toronto, Ontario, Canada, M4E 1V9. As we are a Nevada corporation, we are
required to maintain a resident agent in the State of Nevada for the purpose of
receiving service of process. Under Section 78.090 of the Nevada Revised
Statutes, all legal process and any demand or notice authorized by law to be
served upon the Company may be served upon our resident agent in Nevada. Our
resident agent for this purpose is Camlex Management (Nevada) Inc. of 8275 S.
Eastern Avenue, Suite 200, Las Vegas, Nevada, 89123.

As a Nevada corporation, we are subject to the laws of the
United States, including the federal securities laws of the United States, and
to the jurisdiction of United States courts. As such, investors may bring
proceedings against us, and enforce judgments obtained against us, in United
States courts.

Generally, original actions to enforce liabilities under United
States federal securities laws may not be brought in a Canadian court. Such
actions must be brought in a court in the United States with applicable
jurisdiction. Persons obtaining judgments against us in United States courts,
including judgments obtained under United States federal securities laws, will
then be required to bring an application in a Canadian court to enforce such
judgments in Canada.

Competition Is Intense And We May Be Unable To Achieve
  Market Acceptance

The business environment in which we intend to operate is
highly competitive. Currently, there exist a number of established methods,
products and technologies used to control, clean and remediate oil spills and we
expect to experience competition from a number of established companies involved
in the environmental remediation industry. Certain of our potential competitors
will have greater technical, financial, marketing, sales and other resources
than us.

12

---

In addition, while the environmental remediation industry is a
mature one, there is no established market for products utilizing our Wax
Technology. We are unable to provide assurances that our target customers and
markets will accept our technologies or will purchase our products and services
in sufficient quantities to achieve profitability. If a significant market fails
to develop or develops more slowly than we anticipate, we may be unable to
recover the losses incurred to develop products and we may be unable to meet our
operational expenses. Acceptance of our anticipated products by environmental
remediation firms and other organizations will depend upon a number of factors,
including the cost competitiveness of our products, customer reluctance to try
new products or services, regulatory requirements or the emergence of more
competitive or effective products.

Rapid Technological Changes In Our Industry Could Make
  Our Products Obsolete

The environmental technology industry is characterized by rapid
technological change and intense competition. New technologies, products and
industry standards will develop at a rapid pace which could make our planned
products obsolete. Our future success will depend upon our ability to develop
and introduce product enhancements to address the needs of customers. Material
delays in introducing product enhancements may cause customers to forego
purchases of our product and purchase those of competitors.

Asserting And Defending Intellectual Property Rights May
  Impact The Results Of Our Operations

We had applied for a patent from the CIPO, however, we did not
receive a final grant of patent from the CIPO, and we have decided to abandon
our patent application at this time. As patent applications are publicly
available documents, competitors may be able to copy the formulations set out in
our patent application. Due to our limited financial resources, we do not expect
to apply for patent protection for any new developments that we make to the Wax
Technology. As a result, in order to protect future developments, we will need
to maintain the secrecy of our formulations and the methods we use. If we are
unable to maintain the secrecy of those developments, then competitors may be
able to copy our formulations and methodology, which would have a material
adverse effect on our business.

Dependence On Key Personnel

Our success will largely depend on the performance of our
directors and officers and our key consultants. Our success will also depend on
our ability to attract and retain highly skilled technical, research,
management, regulatory compliance, sales and marketing personnel. Competition
for such personnel is intense. The loss of the services of such personnel or the
inability to attract and retain other key personnel could impair the development
of our business, operating results and financial condition.

ITEM
2.           PROPERTIES.

We currently do not own any real property. We currently lease
  an office space located at 20 Lyall Avenue, Toronto, Ontario, Canada, M4E 1V9,
  consisting of approximately 700 square feet at a cost of $200 per month. We
  rent this office space from Paul G. Daly, who is our sole director and our Chief
  Executive Officer, Chief Financial Officer, President, Secretary and Treasurer.

ITEM
3.           LEGAL
PROCEEDINGS.

We are not a party to any other legal proceedings and, to our
knowledge; no other legal proceedings are pending, threatened or
contemplated.

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

None.

13

---

PART II

|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
      STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
      SECURITIES.
|------- | -------------------------------------------------------------------------------------------------------------------------

MARKET INFORMATION

The principal market for our common stock is the OTC Bulletin
Board.

The high and the low prices for our shares for each quarter of
our last two fiscal years of actual trading were:

Fiscal Year Ended July 31, 2008
      Fiscal Year Ended July 31, 2007QUARTER
      HIGH ($)
      LOW ($)
      HIGH ($)
      LOW ($)1st Quarter
      N/A
      N/A
      N/A
      N/A2nd Quarter
      N/A
      N/A
      N/A
      N/A3rd Quarter
      N/A
      N/A
      N/A
      N/A4th Quarter
      N/A
      N/A
      N/A
      N/A


Although our shares began trading on the OTC Bulletin Board on
December 2, 2005, no information on the high, low and bid prices for our common
stock was available from the OTC Bulletin Board. OTC Bulletin Board quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commissions
and may not represent actual transactions.

PENNY STOCK RULES

The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a price of less than $5.00, other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or system. The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, to deliver a standardized risk disclosure
document prepared by the SEC, which:

| | (a) | contains a description of the nature and level of risk in
      the market for penny stocks in both public offerings and secondary
      trading;                                                                                        
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | contains a description of the broker's or dealer's duties
      to the customer and of the rights and remedies available to the customer
      with respect to a violation of such duties or other requirements of
      securities laws;
| | (c) | contains a brief, clear, narrative description of a
      dealer market, including bid and ask prices for penny stocks and the
      significance of the spread between the bid and ask price;                                           
| | (d) | contains a toll-free telephone number for inquiries on
      disciplinary actions;                                                                                                                                                       
| | (e) | defines significant terms in the disclosure document or
      in the conduct of trading in penny stocks; and                                                                                                                             
| | (f) | contains such other information and in such form as the
      SEC shall require by rule or regulation.                                                                                                                                   

The broker-dealer also must, prior to effecting any transaction
in a penny stock, provide the customer with:

| | (a) | bid and offer quotations for the penny stock;                                                                                                                                 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | the compensation of the broker-dealer and its salesperson
      in the transaction;                                                                                           
| | (c) | the number of shares to which such bid and ask prices
      apply, or other comparable information relating to the depth and liquidity
      of the market for such stock; and
| | (d) | monthly account statements showing the market value of
      each penny stock held in the customer's account.                                                                 

14

---

In addition, the penny stock rules require that, prior to a
transaction in a penny stock that is not otherwise exempt from those rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive from the purchaser his or
her written acknowledgement of receipt of the determination and a written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the trading activity in the secondary market for our common stock
and therefore stockholders may have difficulty selling those securities.

REGISTERED HOLDERS OF OUR COMMON STOCK

Our authorized capital consists of 100,000,000 shares of common
stock, par value $0.001 per share. As of October 28, 2008, there were 104
registered holders of our common stock. We believe that a large number of
stockholders hold stock on deposit with their brokers or investment bankers
registered in the name of stock depositories.

DIVIDENDS

We have not declared any dividends on our common stock since
our inception. There are no dividend restrictions that limit our ability to pay
dividends on our common stock in our Articles of Incorporation or Bylaws.
Chapter 78 of the Nevada Revised Statutes (the NRS), does provide certain
limitations on our ability to declare dividends. Section 78.288 of Chapter 78 of
the NRS prohibits us from declaring dividends where, after giving effect to the
distribution of the dividend:

|(a) | we would not be able to pay our debts as they become due
      in the usual course of business; or                                                                                                                                                                                                                                                                                                                                                        
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(b) | except as may be allowed by our Articles of
      Incorporation, our total assets would be less than the sum of our total
      liabilities plus the amount that would be needed, if we were to be
      dissolved at the time of the distribution, to satisfy the preferential
      rights upon dissolution of stockholders who may have preferential rights
      and whose preferential rights are superior to those receiving the
      distribution.

We have neither declared nor paid any cash dividends on our
capital stock and do not anticipate paying cash dividends in the foreseeable
future. Our current policy is to retain any earnings in order to finance the
expansion of our operations. Our board of directors will determine future
declaration and payment of dividends, if any, in light of the then-current
conditions they deem relevant and in accordance with the NRS.

RECENT SALES OF UNREGISTERED SECURITIES

On October 25, 2007, we completed the sale of 400,000 shares of
our common stock at a price of $0.06 per share, for proceeds of $24,000. The
private placement was completed pursuant to the provisions of Regulation S
promulgated under the Securities Act of 1933 (the Securities Act). No directed
selling efforts were made in the United States in connection with this offering
and the investor has represented that it is not a US person as defined in
Regulation S. No underwriters were involved with this offering. The proceeds of
this private placement were used by us as general working capital.

On August 25, 2008, we completed the sale of 416,666 shares of
our common stock at a price of $0.06 per share for total proceeds of $25,000.
The private placement was completed pursuant to the provisions of Regulation S
promulgated under the Securities Act of 1933 (the Securities Act). No directed
selling efforts were made in the United States in connection with this offering
and the investor has represented that it is not a US person as defined in
Regulation S. No underwriters were involved with this offering. The proceeds of
this private placement were used by us as general working capital.

15

---

ITEM 7.
    MANAGEMENT'S DISCUSSION AND ANALYSIS
      OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS.


PLAN OF OPERATION

Our current plan of operation calls for us to spend
approximately $750,000 over the next twelve months in pursuing our plan of
operation subject to obtaining sufficient financing. This amount is
significantly greater than the total amount of financing that we have been able
to obtain to date. This anticipated increase in our capital needs and
expenditures is attributable to the fact that, subject to our obtaining
sufficient financing, of which there is no assurance, we anticipate entering
into the production and marketing phases of our business plan within the next
twelve months.

Due to our lack of sufficient financing, we were unable to file
a reply to the first examination report issued by the CIPO on our patent
application for our Wax Technology. As a result, we abandoned our patent
application. If we are able to obtain sufficient financing, we intend to
reinstate our patent application for the Wax Technology.

As a result of the above, our plan of operation for the next
twelve months involves the following:

|1. | Product Formulation and Testing: We intend to
      continue to develop, refine and test various formulations of our Wax
      Technology to develop a number of final products for application on
      various types of oils and fuels and locations. During this phase of our
      business plan, we expect that the majority of our activities will involve
      laboratory research and development and field testing of various
      formulations. During this stage of our development we will also work to
      develop application equipment designed to meet the needs of specific
      customers. We expect to complete this phase of our plan of operation
      within the next six months. We anticipate spending approximately $75,000
      to complete the product formulation and testing phase of our plan of
      operation. If we are able to obtain sufficient financing, of which there
      is no assurance, we expect that it will take us approximately six months
      to complete this phase of our plan of operation.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | Product Refinement, Market Development and Regulatory
      Approvals: Once we have completed the development of our anticipated
      products, we intend to focus our efforts on developing the market for
      those products. We will refine our marketing and sales program for each of
      the products depending upon the results our product development efforts.
      We expect that this phase of our plan will involve the
following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | We anticipate spending approximately $75,000 to complete
      this phase of our plan of operation. We do not anticipate beginning this
      stage of our plan of operation until we have completed the
  product formulation and testing phase. We anticipate that this
      phase of our business will take approximately six to twelve months to
      complete and we do not anticipate making any significant sales or
      generating any significant revenues until this phase of our plan of
  operation is complete.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3. | Production and Manufacturing: Once we have
      completed the market development stage of our plan, we anticipate that we
      will begin to produce and manufacture our products. We expect to expend
      approximately $325,000 over a twelve month period in producing and
      manufacturing our planned products and the applicator equipment to be used
      for dispensing those products. Production and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

16

---

|   | manufacturing costs are expected to include the cost of
      raw materials, including paraffin wax, blending of the wax and other raw
      materials and packaging.                                                                                                                                                                                                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4. | Marketing: We also anticipate that, once we have
      completed the market development stage of our plan, we will begin to
      aggressively market our products. We intend to develop marketing
      literature, demonstration videos and CD-ROMS, enhance our internet
      capabilities, visit potential customers and conduct demonstrations and
      present exhibits at tradeshows. We expect to spend approximately $100,000
      on marketing activities over a twelve month
period.

In addition, we anticipate spending approximately $75,000 on
legal, patent and other professional fees and approximately $100,000 on general
administrative expenses and salaries for any sales and/or administrative
personnel that we may hire.

Although we will explore opportunities in wastewater treatment
as they present themselves, we do not expect to actively pursue opportunities in
this area over the next twelve months and we intend to focus our available
resources on developing and marketing the Wax Technology.

Financing Requirements

The amounts required to complete our plan of operation are in
excess of our current cash reserves and we do not anticipate earning revenues in
the near future. As of July 31, 2008, we had cash in the amount of $664.As such, our current cash resources are insufficient to meet our
requirements for the next twelve months. Further, it is anticipated that our
business will not generate any significant revenues in the near future.
Accordingly, we will require substantial additional financing in order to fund
our plan of operation. We anticipate that any additional financing will likely
be in the form of equity financing as we do not expect substantial debt
financing to be as available at this stage of our business.

Currently, we do not have any financing arrangements in place
and there is no assurance that we will be able to achieve sufficient financing
required to proceed with our plan of operation. If we do not obtain the
necessary financing, then our plan of operation will be scaled back according to
the amount of funds available. The inability to raise the necessary financing
will severely restrict our ability to complete the product development and
market development phases of our plan of operation.

RESULTS OF OPERATIONS

|Summary of Year End Results |   |                     |   |   |          |   |  |                       | 
|--------------------------- | - | ------------------- | - | - | -------- | - |  | --------------------- | 
|                            |   |                     |   |   |          |   |  |                       | 
|                            |   | Year Ended July 31, |   |   |          |   |  | Percentage            | 
|                            |   | 2008                |   |   | 2007     |   |  | Increase / (Decrease) | 
|Revenue                     | $ | --                  |   | $ | --       |   |  | N/A                   | 
|Expenses                    |   | (109,388            | ) |   | (105,141 | ) |  | 4.0%                  | 
|Write off of Patent         |   | --                  |   |   | (17,500  | ) |  | (100.0%)              | 
|Net Loss                    | $ | (109, 388           | ) | $ | (122,641 | ) |  | (10.8)%               | 

17

---

Revenues

We have not earned any revenues to date and we do not
anticipate earning revenue until we have completed commercial development of
products incorporating our Wax Technology. We are presently in the development
stage of our business and we can provide no assurance that we will be able to
complete commercial development or successfully sell or license products
incorporating our Wax Technology once development is complete

Expenses

The major components of our expenses for the year ended July
31, 2008 and 2007 are outlined in the table below:

|                               |   |                          |  |   |            | 
|------------------------------ | - | ------------------------ |  | - | ---------- | 
|                               |   | Year
      Ended July 31 |  |   | Percentage | 
|                               |   | 2008                     |  |   | 2007       | 
|Contributed Executive Services | $ | 60,000                   |  | $ | 60,000     | 
|Office                         |   | 5,627                    |  |   | 2,731      | 
|Professional Fees              |   | 40,952                   |  |   | 39,703     | 
|Rent                           |   | 2,400                    |  |   | 2,400      | 
|Web-Site Development           |   | 305                      |  |   | 307        | 
|Foreign Exchange Loss          |   | 104                      |  |   | --         | 
|Total Expenses                 | $ | 109,388                  |  | $ | 105,141    | 

During the year ended July 31, 2008, our operating expenses
primarily consisted of accounting expenses, legal expenses and office
administration expenses. Professional expenses for the year ended July 31, 2008
did not change significantly from our previous fiscal year.

In accordance with SEC Staff Accounting Bulletin Topics 1:B and
5:T, we are required to report all costs of conducting our business. As such, we
have recorded as an expense the fair market value of contributed executive
services provided to us at no cost. For the years ended July 31, 2008 and 2007,
we recorded contributed executive services of $60,000. These services are
provided to us at no charge and a corresponding increase in additional paid-in
capital has been recorded.

If we are able to obtain sufficient financing to proceed with
our plan of operation, of which there is no assurance, we expect that our
expenses will increase significantly as we engage in product and business
development activities.

LIQUIDITY AND CAPITAL RESOURCES

|Cash Flows                                    |   |                          |   |   |         |  
|--------------------------------------------- | - | ------------------------ | - | - | ------- | -
|                                              |   | Year
      Ended July 31 |  
|                                              |   | 2008                     |   |   | 2007    |  
|Net Cash used in Operating Activities         | $ | (66,015                  | ) | $ | (13,073 | )
|Net Cash used in Investing Activities         |   | --                       |   |   | --      |  
|Net Cash from Financing Activities            |   | 65,608                   |   |   | 13,489  |  
|Net Increase (Decrease) in Cash During Period | $ | (407                     | ) | $ | 416     |  

18

---

|Working Capital                   |   |                        |   |   |                        |   |  |                       | 
|--------------------------------- | - | ---------------------- | - | - | ---------------------- | - |  | --------------------- | 
|                                  |   |                        |   |   |                        |   |  | Percentage            | 
|                                  |   | At
      July 31, 2008 |   |   | At
      July 31, 2007 |   |  | Increase / (Decrease) | 
|Current Assets                    | $ | 664                    |   | $ | 1,071                  |   |  | (38.0)%               | 
|Current Liabilities               |   | (127,505               | ) |   | (102,524               | ) |  | 24.4%                 | 
|Working Capital Surplus (Deficit) | $ | (126,841               | ) | $ | (101,453               | ) |  | 25.0%                 | 

Our only source of financing during the year ended July 31,
2008 were short term loans received from our sole executive officer and director
and a private placement of our common stock.

During the year ended July 31, 2008, we received an aggregate
of $41,375 in short term loans from our sole executive officer and director.
These loans are non-interest bearing, unsecured and payable upon demand.

On October 25, 2007, we complete a private placement sale of
400,000 shares of our common stock at a price of $0.06 per share for total
proceeds of $24,000. The shares were issued to a non-US person as contemplated
under Regulation S promulgated under the Securities Act.

On August 31, 2008, we completed the sale of 416,666 shares of
our common stock at a price of $0.06 per share for total proceeds of $25,000.
The shares were issued to a non-US person as contemplated under Regulation S.

Financing Requirements

Currently, we do not have sufficient financial resources to
complete our plan of operation for the next twelve months. As such, our ability
to complete our plan of operation is dependent upon our ability to obtain
additional financing in the near term.

To date, we have relied on short term loans from our sole
executive officer and director and private placement sales of our equity
securities in order to finance our ongoing activities and to meet our
outstanding financial obligations. There is no assurance that we will be able to
continue to obtain financing from these sources in the future. Our sole
executive officer and director could refuse to provide us with any additional
financing and we may not be able to find suitable investors willing to purchase
our equity securities. If we are unable to obtain financing, our business could
fail and shareholders could lose some or all of their investment.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements 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 of
operations, liquidity, capital expenditures or capital resources that is
material to stockholders.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with
United States generally accepted accounting principles requires our management
to make estimates and assumptions that affect the reported amount 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
during the reporting period. Actual results could differ from those estimates.
Our management routinely makes judgments and estimates about the effects of
matters that are inherently uncertain.

Our significant accounting policies are disclosed in Note 1 to
the audited financial statements included in this Annual Report. The following
accounting policies have been determined by our management to be the most
important to the portrayal of our financial condition and results of operation:

19

---

Foreign Currency Translation

Transaction amounts denominated in foreign currencies are
translated at exchange rates prevailing at transaction dates. Carrying values of
monetary assets and liabilities are adjusted at each balance sheet date to
reflect the exchange rate at that date. Non-monetary assets and liabilities are
translated at the exchange rate on the original transaction date. Gains and
losses from restatement of foreign currency monetary assets and liabilities are
included in the consolidated statements of operations. Revenues and expenses are
translated at the rates of exchange prevailing on the dates such items are
recognized in the statement of operations.

Contributed Executive Services

Pursuant to SAB Topic 1:B (1) and the last paragraph of SAB
5:T, we are required to report all costs of conducting our business.
Accordingly, we record the fair value of contributed executive services provided
to us at no cost as compensation expense, with a corresponding increase to
additional paid-in capital, in the year in which the services are provided.

For each of the years ended July 31, 2008, and 2007 we recorded
contributed executive services in the amount of $60,000.

20

---

ITEM
8.           FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.

Index to Financial Statements:

Audited financial statements as of July 31, 2008, including:

|1. | Report of Independent Registered Accounting Firm
      (Davidson & Company, Chartered Accountants);                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                        
|2. | Balance Sheets as of July 31, 2008 and
2007;                                                                                                           
|   |                                                                                                                                                        
|3. | Statements of Operations for the years ended July 31,
      2008 and 2007 and cumulative from inception on October 24, 2000 to July
      31, 2008;    
|   |                                                                                                                                                        
|4. | Statement of Stockholders Equity (Deficiency) from
      inception on October 24, 2000 to July 31, 2008;                                              
|   |                                                                                                                                                        
|5. | Statements of Cash Flows for the years ended July 31,
      2008 and 2007 and cumulative from inception on October 24, 2000 to July
      31, 2008; and
|   |                                                                                                                                                        
|6. | Notes to the Financial
Statements.                                                                                                                     

21

---









INFITECH VENTURES INC. 
  (A Development Stage Company)

FINANCIAL STATEMENTS 
  (Expressed in United States Dollars)

JULY 31, 2008

---

|DAVIDSON & COMPANY LLP |                       |  | A Partnership of Incorporated Professionals
|---------------------- | --------------------- |  | -------------------------------------------
|                       | Chartered Accountants | 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of 
  Infitech
  Ventures, Inc.

We have audited the accompanying balance sheets of Infitech
  Ventures, Inc. as at July 31, 2008 and 2007 and the related statements of
  operations, stockholders' equity (deficiency) and cash flows for the years then
  ended and for the period from inception on October 24, 2000 to July 31, 2008.
  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 audit.

We conducted our audits in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards
  require that we plan and perform the audit to obtain reasonable assurance about
  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, the financial statements referred to above
  present fairly, in all material respects, the financial position of the Company
  as at July 31, 2008 and 2007 and the results of its operations and its cash
  flows for the years then ended in conformity with generally accepted accounting
  principles in the United States of America.

The accompanying financial statements have been prepared
  assuming that the Company will continue as a going concern. As discussed in Note
  2 to the financial statements, the Company incurred a loss of $109,388 for the
  year ended July 31, 2008, and has an accumulated deficit of $565,101, which
  raises substantial doubt about its ability to continue as a going concern.
  Managements plans in regard to these matters are also described in Note 2.
  These financial statements do not include any adjustments that might result from
  the outcome of this uncertainty.



|                  | **DAVIDSON**  **& COMPANY LLP**
|----------------- | ---------------------------------
|                  |                                  
|Vancouver, Canada | Chartered Accountants            
|                  |                                  
|October 24, 2008  |                                  

1200 - 609 Granville
  Street, P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada, V7Y 1G6 
  Telephone (604) 687-0947 Fax (604) 687-6172

---

INFITECH VENTURES INC. 
  (A Development Stage Company) 
  BALANCE SHEETS 
  (Expressed in United States Dollars) 
  AS AT JULY 31

|                                                               |   | 2008     |   |   | 2007     |  
|-------------------------------------------------------------- | - | -------- | - | - | -------- | -
|                                                               |   |          |   |   |          |  
|                                                               |   |          |   |   |          |  
|                                                               |   |          |   |   |          |  
|ASSETS                                                         |   |          |   |   |          |  
|                                                               |   |          |   |   |          |  
|Current                                                        |   |          |   |   |          |  
|Cash                                                           | $ | 664      |   | $ | 1,071    |  
|Deferred tax asset less
      valuation allowance of $196,143  |   | -        |   |   | -        |  
|                                                               |   |          |   |   |          |  
|Total assets                                                   | $ | 664      |   | $ | 1,071    |  
|                                                               |   |          |   |   |          |  
|                                                               |   |          |   |   |          |  
|                                                               |   |          |   |   |          |  
|LIABILITIES AND SHAREHOLDERS
      DEFICIENCY                 |   |          |   |   |          |  
|                                                               |   |          |   |   |          |  
|Current                                                        |   |          |   |   |          |  
|Accounts payable and accrued
      liabilities                 | $ | 38,108   |   | $ | 57,135   |  
|Accounts payable and
      accrued liabilities  related party |   | 12,000   |   |   | 9,600    |  
|Due to related parties (Note 7)                                |   | 77,397   |   |   | 35,789   |  
|                                                               |   |          |   |   |          |  
|Total liabilities                                              |   | 127,505  |   |   | 102,524  |  
|                                                               |   |          |   |   |          |  
|Commitments and contingency(Notes 2 and 4)                     |   |          |   |   |          |  
|Subsequent event(Note 11)                                      |   |          |   |   |          |  
|                                                               |   |          |   |   |          |  
|                                                               |   |          |   |   |          |  
|Stockholders equity (deficiency)                              |   |          |   |   |          |  
|Capital stock (Note 5)                                         |   |          |   |   |          |  
|Authorized                                                     |   |          |   |   |          |  
|100,000,000 common shares with par value of $0.001             |   |          |   |   |          |  
|Issued and outstanding                                         |   |          |   |   |          |  
|13,245,000 common shares (2007  12,845,000)                   |   | 13,245   |   |   | 12,845   |  
|Additional paid-in capital                                     |   | 425,015  |   |   | 341,415  |  
|Deficit accumulated
      during the development state         |   | (565,101 | ) |   | (455,713 | )
|                                                               |   |          |   |   |          |  
|Total shareholders deficiency                                 |   | (126,841 | ) |   | (101,453 | )
|                                                               |   |          |   |   |          |  
|Total liabilities and shareholders deficiency                 | $ | 664      |   | $ | 1,071    |  

The accompanying notes are an integral part of these financial
  statements.

---

INFITECH VENTURES INC. 
  (A Development Stage Company) 
  STATEMENTS OF OPERATIONS 
  (Expressed in United States Dollars)

|                                                    |   |            |   |   |            |   |   | Period
      From |  
|--------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ----------------- | -
|                                                    |   |            |   |   |            |   |   | Inception on      |  
|                                                    |   |            |   |   |            |   |   | October 24,       |  
|                                                    |   | Year Ended |   |   | Year Ended |   |   | 2000 to           |  
|                                                    |   | July 31,   |   |   | July 31,   |   |   | July 31,          |  
|                                                    |   | 2008       |   |   | 2007       |   |   | 2008              |  
|                                                    |   |            |   |   |            |   |   |                   |  
|                                                    |   |            |   |   |            |   |   |                   |  
|                                                    |   |            |   |   |            |   |   |                   |  
|EXPENSES                                            |   |            |   |   |            |   |   |                   |  
|Contributed executive services                      | $ | 60,000     |   | $ | 60,000     |   | $ | 300,000           |  
|Office                                              |   | 5,627      |   |   | 2,731      |   |   | 20,723            |  
|Professional fees                                   |   | 40,952     |   |   | 39,703     |   |   | 208,282           |  
|Rent                                                |   | 2,400      |   |   | 2,400      |   |   | 16,800            |  
|Web-site development                                |   | 305        |   |   | 307        |   |   | 1,692             |  
|Foreign exchange loss                               |   | 104        |   |   | -          |   |   | 104               |  
|                                                    |   |            |   |   |            |   |   |                   |  
|                                                    |   | (109,388   | ) |   | (105,141   | ) |   | (547,601          | )
|                                                    |   |            |   |   |            |   |   |                   |  
|Write off of patent(Note 4)                         |   | -          |   |   | (17,500    | ) |   | (17,500           | )
|                                                    |   |            |   |   |            |   |   |                   |  
|                                                    |   |            |   |   |            |   |   |                   |  
|Loss before income taxes                            |   | (109,388   | ) |   | (122,641   | ) |   | (565,101          | )
|                                                    |   |            |   |   |            |   |   |                   |  
|                                                    |   |            |   |   |            |   |   |                   |  
|Provision for income taxes                          |   | -          |   |   | -          |   |   | -                 |  
|                                                    |   |            |   |   |            |   |   |                   |  
|                                                    |   |            |   |   |            |   |   |                   |  
|Net loss                                            | $ | (109,388   | ) | $ | (122,641   | ) | $ | (565,101          | )
|                                                    |   |            |   |   |            |   |   |                   |  
|Basic and
      diluted net loss per share          | $ | (0.01      | ) | $ | (0.01      | ) | $ | -                 |  
|                                                    |   |            |   |   |            |   |   |                   |  
|Weighted
      average number of shares outstanding |   | 13,150,753 |   |   | 12,845,000 |   |   | -                 |  

The accompanying notes are an integral part of these financial
  statements.

---

INFITECH VENTURES INC. 
  (A Development Stage Company) 
  STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIENCY) 
  (Expressed in United
  States Dollars)

DeficitCommon
        Shares
      
      
      
      
      
      
      
      
      
      
      
      AccumulatedAdditional
      
      
      Obligation
      
      
      
      
      
      During thePaid in
      
      
      to Issue
      
      
      Share
      
      
      DevelopmentNumber
      
      
      Amount
      
      
      Capital
      
      
      Shares
      
      
      Subscriptions
      
      
      State
      
      
      TotalBalance, October 24,2000 (date of inception)
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -Common stock issued forcash at $0.001 per share,November 13, 2000
      6,000,000
      
      
      6,000
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      6,000Common stock issued forcash at $0.01 per share,February 28, 2001
      6,000,000
      
      
      6,000
      
      
      54,000
      
      
      -
      
      
      -
      
      
      -
      
      
      60,000Net loss
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (6,995
      )
      
      (6,995
      )Balance, July 31, 2001
      12,000,000
      
      
      12,000
      
      
      54,000
      
      
      -
      
      
      -
      
      
      (6,995
      )
      
      59,005Net loss
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (3,645
      )
      
      (3,645
      )Balance, July 31, 2002
      12,000,000
      
      
      12,000
      
      
      54,000
      
      
      -
      
      
      -
      
      
      (10,640
      )
      
      55,360Common stock issued forcash at $0.05 per share,August 15, 2002
      40,000
      
      
      40
      
      
      1,960
      
      
      -
      
      
      -
      
      
      -
      
      
      2,000Common stock issued forcash at $0.05 per share,December 31, 2002
      54,000
      
      
      54
      
      
      2,646
      
      
      -
      
      
      -
      
      
      -
      
      
      2,700Net loss
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (5,722
      )
      
      (5,722
      )Balance, July 31, 2003
      12,094,000
      
      
      12,094
      
      
      58,606
      
      
      -
      
      
      -
      
      
      (16,362
      )
      
      54,338Contributed executiveservices
      -
      
      
      -
      
      
      60,000
      
      
      -
      
      
      -
      
      
      -
      
      
      60,000Obligation to issue shares forpatent
      -
      
      
      -
      
      
      -
      
      
      7,500
      
      
      -
      
      
      -
      
      
      7,500Net loss
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (78,146
      )
      
      (78,146
      )Balance, July 31, 2004
      12,094,000
      
      
      12,094
      
      
      118,606
      
      
      7,500
      
      
      -
      
      
      (94,508
      )
      
      43,692Contributed executiveservices
      -
      
      
      -
      
      
      60,000
      
      
      -
      
      
      -
      
      
      -
      
      
      60,000Shares issued for patent
      150,000
      
      
      150
      
      
      7,350
      
      
      (7,500
      )
      
      -
      
      
      -
      
      
      -Share subscriptions
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      33,960
      
      
      -
      
      
      33,960Net loss
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (139,743
      )
      
      (139,743
      )Balance, July 31, 2005
      12,244,000
      
      
      12,244
      
      
      185,956
      
      
      -
      
      
      33,960
      
      
      (234,251
      )
      
      (2,091
      )Contributed executiveService
      -
      
      
      -
      
      
      60,000
      
      
      -
      
      
      -
      
      
      -
      
      
      60,000Common stock issued forCash at $0.06 per share,October 20, 2005
      601,000
      
      
      601
      
      
      35,459
      
      
      -
      
      
      (33,960
      )
      
      -
      
      
      2,100Net loss
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (98,821
      )
      
      (98,821
      )


- Continued -

The accompanying notes are an integral part of these financial
  statements.

---

INFITECH VENTURES INC. 
  (A Development Stage Company) 
  STATEMENT OF STOCKHOLDERS EQUITY (DEFICIENCY) 
  (Expressed in United
  States Dollars)

DeficitCommon
        Shares
      
      
      
      
      
      
      
      
      
      
      
      AccumulatedAdditional
      
      
      Obligation
      
      
      
      
      
      During thePaid in
      
      
      to Issue
      
      
      Share
      
      
      DevelopmentNumber
      
      
      Amount
      
      
      Capital
      
      
      Shares
      
      
      Subscriptions
      
      
      State
      
      
      TotalContinuedBalance, July 31, 2006
      12,845,000
      
      $
      12,845
      
      $
      281,415
      
      $
      -
      
      $
      -
      
      $
      (333,072
      )
      $
      (38,812
      )Contributed executiveservices
      -
      
      
      -
      
      
      60,000
      
      
      -
      
      
      -
      
      
      -
      
      
      60,000Net loss
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (122,641
      )
      
      (122,641
      )Balance, July 31, 2007
      12,845,000
      
      
      12,845
      
      
      341,415
      
      
      -
      
      
      -
      
      
      (455,713
      )
      
      (101,453
      )Common stock issued forcash at $0.06 per share,October 26, 2007
      400,000
      
      
      400
      
      
      23,600
      
      
      -
      
      
      -
      
      
      -
      
      
      24,000Contributed executiveservices
      -
      
      
      -
      
      
      60,000
      
      
      -
      
      
      -
      
      
      -
      
      
      60,000Net loss
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (109,388
      )
      
      (109,388
      )Balance, July 31,
        2008
      13,245,000
      
      $
      13,245
      
      $
      425,015
      
      $
      -
      
      $
      -
      
      $
      (565,101
      )
      $
      (126,841
      )


The accompanying notes are an integral part of these financial
  statements.

---

INFITECH VENTURES INC. 
  (A Development Stage Company) 
  STATEMENTS OF CASH FLOWS 
  (Expressed in United States Dollars)

|                                                                           |   |            |   |   |            |   |   | Period
      From |  
|-------------------------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ----------------- | -
|                                                                           |   |            |   |   |            |   |   | Inception on      |  
|                                                                           |   |            |   |   |            |   |   | October 24,       |  
|                                                                           |   | Year Ended |   |   | Year Ended |   |   | 2000 to           |  
|                                                                           |   | July 31,   |   |   | July 31,   |   |   | July 31,          |  
|                                                                           |   | 2008       |   |   | 2007       |   |   | 2008              |  
|                                                                           |   |            |   |   |            |   |   |                   |  
|                                                                           |   |            |   |   |            |   |   |                   |  
|                                                                           |   |            |   |   |            |   |   |                   |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                       |   |            |   |   |            |   |   |                   |  
|Loss for the year                                                          | $ | (109,388   | ) | $ | (122,641   | ) | $ | (565,101          | )
|Items not affecting
      cash:                                            |   |            |   |   |            |   |   |                   |  
|Contributed executive services                                             |   | 60,000     |   |   | 60,000     |   |   | 300,000           |  
|Write off of patent                                                        |   | -          |   |   | 17,500     |   |   | 17,500            |  
|                                                                           |   |            |   |   |            |   |   |                   |  
|Changes in non-cash
      work capital items:                              |   |            |   |   |            |   |   |                   |  
|Increase (decrease) in accounts payable
      and accrued liabilities      |   | (19,027    | ) |   | 29,668     |   |   | 38,108            |  
|Increase in accounts
      payable and accrued liabilities  related party |   | 2,400      |   |   | 2,400      |   |   | 12,000            |  
|                                                                           |   |            |   |   |            |   |   |                   |  
|Net cash used in operating activities                                      |   | (66,015    | ) |   | (13,073    | ) |   | (197,493          | )
|                                                                           |   |            |   |   |            |   |   |                   |  
|                                                                           |   |            |   |   |            |   |   |                   |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                       |   |            |   |   |            |   |   |                   |  
|Acquisition of patent                                                      |   | -          |   |   | -          |   |   | (10,000           | )
|                                                                           |   |            |   |   |            |   |   |                   |  
|Net cash used in
      investing activities                                |   | -          |   |   | -          |   |   | (10,000           | )
|                                                                           |   |            |   |   |            |   |   |                   |  
|                                                                           |   |            |   |   |            |   |   |                   |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                       |   |            |   |   |            |   |   |                   |  
|Proceeds from the
      issuance of common stock                           |   | 24,000     |   |   | -          |   |   | 96,800            |  
|Increase in due to related parties                                         |   | 41,608     |   |   | 13,489     |   |   | 77,397            |  
|Share subscriptions                                                        |   | -          |   |   | -          |   |   | 33,960            |  
|                                                                           |   |            |   |   |            |   |   |                   |  
|Net cash provided by
      financing activities                            |   | 65,608     |   |   | 13,489     |   |   | 208,157           |  
|                                                                           |   |            |   |   |            |   |   |                   |  
|                                                                           |   |            |   |   |            |   |   |                   |  
|Change in cash for the period                                              |   | (407       | ) |   | 416        |   |   | 664               |  
|                                                                           |   |            |   |   |            |   |   |                   |  
|                                                                           |   |            |   |   |            |   |   |                   |  
|Cash, beginning of period                                                  |   | 1,071      |   |   | 655        |   |   | -                 |  
|                                                                           |   |            |   |   |            |   |   |                   |  
|                                                                           |   |            |   |   |            |   |   |                   |  
|Cash, end of
      period                                                  | $ | 664        |   | $ | 1,071      |   | $ | 664               |  
|                                                                           |   |            |   |   |            |   |   |                   |  
|Cash paid for
      interest during the period                             | $ | -          |   | $ | -          |   | $ | -                 |  
|                                                                           |   |            |   |   |            |   |   |                   |  
|Cash paid for
      income taxes during the period                         | $ | -          |   | $ | -          |   | $ | -                 |  

The accompanying notes are an integral part of these financial
  statements.

---

|INFITECH VENTURES INC.              
|------------------------------------
|(A Development Stage Company)       
|NOTES TO THE FINANCIAL STATEMENTS   
|(Expressed in United States Dollars)
|JULY 31, 2008                       
|                                    

|1. | HISTORY AND ORGANIZATION OF THE COMPANY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company was incorporated on October 24, 2000 under
      the Laws of the State of Nevada. The Company intended to develop and
      market a wax technology relating to the process of solidifying and
      removing spilled oil on land and water. The Company is considered to be a
      development stage company as it has not generated revenues from
      operations.                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | All amounts are stated in United States dollars unless
      otherwise noted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | These financial statements have been prepared in
      conformity with generally accepted accounting principles in the United
      States of America with the on-going assumption that the Company will be
      able to realize its assets and discharge its liabilities in the normal
      course of business. However, certain conditions noted below currently
      exist which raise substantial doubt about the Companys ability to
      continue as a going concern. These financial statements do not include any
      adjustments to the amounts and classifications of assets and liabilities
      that might be necessary should the Company be unable to continue as a
      going concern.                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The operations of the Company have primarily been funded
      by the issuance of common stock. Continued operations of the Company are
      dependant on the Companys ability to complete equity financings or
      generate profitable operations in the future. Managements plan in this
      regard is to secure additional funds through future equity sales. Such
      sales may not be available or may not be available on reasonable
      terms.                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The significant accounting policies adopted by the
      Company are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Use of estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | These financial statements have been prepared in
      conformity with generally accepted accounting principles in the United
      States of America. The preparation of financial statements in conformity
      with generally accepted accounting principles in the United States of
      America requires management to make estimates and assumptions that affect
      the reported amount of assets and liabilities and the disclosure of
      contingent assets and liabilities at the date of the financial statements
      and the reported amount of revenues and expenses during the reporting
      period. Actual results could differ from these estimates.                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Foreign currency translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Transaction amounts denominated in foreign currencies are
      translated at exchange rates prevailing at transaction dates. Carrying
      values of monetary assets and liabilities are adjusted at each balance
      sheet date to reflect the exchange rate at that date. Non-monetary assets
      and liabilities are translated at the exchange rate on the original
      transaction date. Gains and losses from restatement of foreign currency
      monetary assets and liabilities are included in the consolidated
      statements of operations. Revenues and expenses are translated at the
      rates of exchange prevailing on the dates such items are recognized in the
      statement of operations.

---

|INFITECH VENTURES INC.              
|------------------------------------
|(A Development Stage Company)       
|NOTES TO THE FINANCIAL STATEMENTS   
|(Expressed in United States Dollars)
|JULY 31, 2008                       
|                                    

|3. | SIGNIFICANT ACCOUNTING POLICIES(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Cash and cash equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company considers cash held at banks and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At July 31, 2008 and 2007, cash and cash equivalents consisted of cash
      held at banks.                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Accounting for impairment of long-lived assets and for long-lived assets to be disposed of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Long-lived assets to be held and used by the Company are continually reviewed to determine whether any events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | For long-lived assets to be held and used, the Company bases its evaluation on such impairment indicators, the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements,
      as well as other external market conditions or factors that may be present. In the event that facts and circumstances indicate that the carrying amount of an asset may not be recoverable and an estimate of future undiscounted cash flows is less than
      the carrying amount of an asset, an impairment loss will be recognized.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Web-site development costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Web-site development costs are expensed as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Contributed executive services                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Pursuant to SAB Topic 1:B (1) and the last paragraph of SAB 5:T, the Company is required to report all costs of conducting its business. Accordingly, the Company records the fair value of contributed executive services provided to
      the Company at no cost as compensation expense, with a corresponding increase to additional paid-in capital, in the year in which the services are provided.                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | For each of the years ended July 31, 2008, and 2007 the Company recorded contributed executive services in the amount of $60,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expenses (benefit) result from the net change during the period of
      deferred tax assets and liabilities.                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities
      are adjusted for the effects of changes in tax laws and rates on the date of enactment.                                                                                                                                                                                                                                               

---

|INFITECH VENTURES INC.              
|------------------------------------
|(A Development Stage Company)       
|NOTES TO THE FINANCIAL STATEMENTS   
|(Expressed in United States Dollars)
|JULY 31, 2008                       
|                                    

|3. | SIGNIFICANT ACCOUNTING POLICIES(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Net loss per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share takes into
      consideration shares of common stock outstanding (computed under basic net loss per share) and potentially dilutive shares of common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Recent accounting pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 establishes a framework for measuring the fair value of assets and liabilities. This framework is intended to provide increased
      consistency in how fair value determinations are made under various existing accounting standards which permit, or in some cases require, estimates of fair market value. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007,
      and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including any financial statements for an interim period within that
      fiscal year.                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | FASB Staff Position 157-2 (FSP FAS 157-2) delayed the effective date of FAS 157 until fiscal years beginning after November 15, 2008, and interim periods within those fiscal years, for all non-financial assets and
      non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The Company does not believe that implementation of this standard will have a material
      impact on its financial position, results of operations or cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | In February, 2007, the FASB issued SFAS No. 159 The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 permits entities to choose to measure many financial assets and financial liabilities
      at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company does not believe that
      implementation of this standard will have a material impact on its financial position, results of operations or cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities. SFAS No. 161 changes the disclosure requirements for derivative instruments and hedging activities by
      requiring enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging
      Activities, and how derivative instruments and related hedged items affect an entitys operating results, financial position, and cash flows. SFAS No. 161 is effective for fiscal years beginning after November 15, 2008. Early adoption is
      permitted. We are currently reviewing the provisions of SFAS No. 161 and have not yet adopted the statement. However, as the provisions of SFAS No. 161 are only related to disclosure of derivative and hedging activities, we do not believe the
      adoption of SFAS No. 161 will have a material impact on our consolidated operating results, financial position, or cash flows.

---

|INFITECH VENTURES INC.              
|------------------------------------
|(A Development Stage Company)       
|NOTES TO THE FINANCIAL STATEMENTS   
|(Expressed in United States Dollars)
|JULY 31, 2008                       
|                                    

|3. | SIGNIFICANT ACCOUNTING POLICIES(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Recent accounting pronouncements(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | In April 2008, the FASB issued FSP FAS 142-3, Determination of the Useful Life of Intangible Assets or FSP FAS 142-3. FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used
      to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets. The intent of the position is to improve the consistency between the useful life of a recognized intangible asset under SFAS No.
      142 and the period of expected cash flows used to measure the fair value of the intangible asset. FSP FAS 142-3 is effective for fiscal years beginning after December 15, 2008. The Company is assessing the potential impact that the adoption of FSP
      FAS 142-3 may have on its consolidated financial position, results of operations or cash flows.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles or SFAS No. 162. SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used
      in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP. This statement shall be effective 60 days following the Securities and Exchange Commissions approval of the Public Company
      Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Company does not believe that implementation of this standard will have a material impact on its
      consolidated financial position, results of operations or cash flows.                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4. | PATENT APPLICATION AND INTELLECTUAL PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Pursuant to an agreement dated May 6, 2004, the Company acquired a patent application and intellectual rights to a process to solidify and remove spilled oil on land and water.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | In consideration for the sale, assignment and transfer of the technology, the Company agreed to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | During the year ended July 31, 2007, due to the uncertainty of the development of this patent, management wrote off the cost to date in its statement of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5. | CAPITAL STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Common stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Holders of common stock are entitled to one vote for each share held. There are no restrictions that limit the Company's ability to pay dividends on its common stock. The Company has not declared any dividends since
      incorporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

---

|INFITECH VENTURES INC.              
|------------------------------------
|(A Development Stage Company)       
|NOTES TO THE FINANCIAL STATEMENTS   
|(Expressed in United States Dollars)
|JULY 31, 2008                       
|                                    

|6. | INCOME TAXES                                                                                    
|-- | ------------------------------------------------------------------------------------------------
|   |                                                                                                 
|   | A reconciliation of income taxes at statutory rates with
      the reported taxes is as follows:

| |                                                  |   | 2008     |   |   | 2007     |  
| | ------------------------------------------------ | - | -------- | - | - | -------- | -
| |                                                  |   |          |   |   |          |  
| | Net loss                                         | $ | (109,388 | ) | $ | (122,641 | )
| |                                                  |   |          |   |   |          |  
| | Expected income tax recovery                     |   | 37,192   |   |   | 41,698   |  
| | Unrecognized current benefit of operating losses |   | (37,192  | ) |   | (41,698  | )
| |                                                  |   |          |   |   |          |  
| | Total income
      taxes                         | $ | -        |   | $ | -        |  

| |                                                           |   | 2008     |   |   | 2007     |  
| | --------------------------------------------------------- | - | -------- | - | - | -------- | -
| |                                                           |   |          |   |   |          |  
| | The Companys total income tax asset is as
      follows: |   |          |   |   |          |  
| | Tax benefit of net operating loss carry forward           | $ | 196,143  |   | $ | 158,273  |  
| |                                                           |   |          |   |   |          |  
| | Valuation allowance                                       |   | (196,143 | ) |   | (158,273 | )
| |                                                           |   |          |   |   |          |  
| |                                                           | $ | -        |   | $ | -        |  

|   | The Company has net operating loss carry forwards of
      approximately $565,000 available for deduction against future years
      taxable income. The valuation allowance increased to $196,143 during the
      year ended July 31, 2008, since the realization of the net operating loss
      carry forwards are doubtful. It is reasonably possible that the Companys
      estimate of the valuation allowance will change. The operating loss carry
      forwards will expire at various times through 2028.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | At July 31, 2008, there is $77,397 (2007 - $35,789) due
      to a director and shareholders of the Company. The amounts are unsecured,
      non-interest bearing and are due on demand. Although these advances are
      interest free, interest will be imputed and charged to contributed
      capital. To date imputed interest is an immaterial amount and has not been
      recorded through July 31, 2008.                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | For each of the years ended July 31, 2008 and 2007 the
      Company paid rent of $2,400 to a director of the Company. Rent is paid on
      a month to month basis.                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | These transactions were in the normal course of
      operations and were measured at the exchange value which represents the
      amount of consideration established and agreed to by the related
      party.                                                                                                                                                                                                                                                                                                      

---

|INFITECH VENTURES INC.              
|------------------------------------
|(A Development Stage Company)       
|NOTES TO THE FINANCIAL STATEMENTS   
|(Expressed in United States Dollars)
|JULY 31, 2008                       
|                                    

|8.  | SUPPLEMENTAL CASH FLOW DISCLOSURE                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | During the year ended July 31, 2005 the Company acquired a patent application and intellectual rights and issued to the inventor a total of 150,000 shares of common stock at $0.05 per share.                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | During the year ended July 31, 2006 the Company issued 601,000 shares at a value of $36,060, among which $33,960 was received during the year ended July 31, 2005.                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | During the years ended July 31, 2006, 2007 and 2008, the Companys sole director contributed $60,000 per year as executive services which was recorded as additional paid in capital.                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|9.  | FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The Companys financial instruments consist of cash, accounts payable and accrued liabilities and accounts payable and accrued liabilities  related parties and due to related parties. Unless otherwise noted, it is
      managements opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximate their carrying values, unless otherwise
      noted.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10. | SEGMENT INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The Company operates in one reportable segment, being the development of a technology relating to the process of solidifying and removing spilled oil on land and water, primarily in Canada.                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|11. | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | On August 21, 2008 the Company issued 416,666 common shares for proceeds of $25,000 pursuant to a private placement.                                                                                                                                                                                                                                                                                                                                                                        

---

ITEM
9.           CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9AT.      DISCLOSURE
CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
we have evaluated the effectiveness of our disclosure controls and procedures as
required by Exchange Act Rules 13a-15(e) and 15(d)-15(e) as of July 31, 2008
(Evaluation Date). Based upon that evaluation our Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures
were not effective as of the Evaluation Date as a result of the material
weaknesses in internal control over financial reporting discussed below.

The framework used to evaluate the effectiveness of our
internal controls over financial reporting is based upon guiding principles
advocated by The Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in 1992. This guidance provides a set of twenty basic
principles representing the fundamental concepts associated with, and drawn
directly from, the five components of the framework i.e. control environment,
risk assessment, control activities, information and communication and
monitoring.

Internal controls over financial reporting is defined in the
SEC's rules as those controls designed by the company's principal executive and
financial officers to provide reasonable assurance regarding the reliability of
the company's financial reporting and the preparation of financial statements in
accordance with GAAP.

Notwithstanding the assessment that our internal control over
financial reporting was not effective and that there were material weaknesses as
identified in this report, we believe that our financial statements contained in
our Annual Report on Form 10-K for the year ended July 31, 2008 fairly present
our financial condition, results of operations and cash flows in all material
respects.

Managements Assessment on Internal Control over Financial
Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.

Internal controls over financial reporting include those
policies and procedures that:

|1. | Pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of
      the assets of the Company;                                                                                                                                                     
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                               
|2. | Provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with GAAP, and that receipts and expenditures of the issuer are
      being made only in accordance with authorizations of management and
      directors of the Company; and
|   |                                                                                                                                                                                                                                                                                                                               
|3. | Provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of the
      Company's assets that could have a material effect on the financial
      statements.                                                                                                

Management recognizes that there are inherent limitations in
the effectiveness of any system of internal control, and accordingly, even
effective internal control can provide only reasonable assurance with respect to
financial statement preparation and may not prevent or detect material
misstatements. In addition, effective internal control at a point in time may
become ineffective in future periods because of changes in conditions or due to
deterioration in the degree of compliance with our established policies and
procedures.

22

---

A material weakness is a significant deficiency, or combination
of significant deficiencies, that results in there being a more than remote
likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected.

Under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, management conducted an
evaluation of the effectiveness of our internal control over financial
reporting, as of the Evaluation Date, based on the framework set forth in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on its evaluation under
this framework, management concluded that our internal control over financial
reporting was not effective as of the Evaluation Date.

Management assessed the effectiveness of the Companys internal
control over financial reporting as of Evaluation Date and identified the
following material weaknesses:

Insufficient Resources:We have an inadequate number of
personnel with requisite expertise in the key functional areas of finance and
accounting.

Inadequate Segregation of Duties: We have an inadequate
number of personnel to properly implement control procedures.

Insufficient Written Policies & Procedures:We have
insufficient written policies and procedures for accounting and financial
reporting.

Inadequate Financial Statement Closing Process:We have
an inadequate financial statement closing process.

Lack of Audit Committee & Outside Directors on the
Companys Board of Directors:We do not have a functioning audit committee
and outside directors on the Companys Board of Directors, resulting in
ineffective oversight in the establishment and monitoring of required internal
controls and procedures.

Management is committed to improving its internal controls and
will (1) continue to use third party specialists to address shortfalls in
staffing and to assist the Company with accounting and finance responsibilities,
(2) increase the frequency of independent reconciliations of significant
accounts which will mitigate the lack of segregation of duties until there are
sufficient personnel and (3) prepare and implement sufficient written policies
and checklists for financial reporting and closing processes and (4) may
consider appointing outside directors and audit committee members in the
future.

Management, including our Chief Executive Officer and the Chief
Financial Officer, has discussed the material weakness noted above with our
third party consulting accountant. Due to the nature of this material weakness,
there is a more than remote likelihood that misstatements which could be
material to the annual or interim financial statements could occur that would
not be prevented or detected.

This annual report does not include an attestation report of
our registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the SEC that permit us to
provide only management's report in this annual report.

Changes in internal control over financial reporting

As of the Evaluation Date, there were no changes in our
internal control over financial reporting that occurred during the fiscal year
ended July 31, 2008 that have materially affected, or that are reasonably likely
to materially affect, our internal control over financial reporting.

Limitations on the effectiveness of controls and
procedures

Our management, including our Chief Executive Officer and the
Chief Financial Officer, do not expect that the our controls and procedures will
prevent all potential errors or fraud. A control system, no matter how well

23

---

conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met.

ITEM 9B.        
OTHER INFORMATION.

On August 25, 2008, we completed the sale of 416,666 shares of
our common stock at a price of $0.06 per share for total proceeds of $25,000.
The private placement was completed pursuant to the provisions of Regulation S
promulgated under the Securities Act of 1933 (the Securities Act). No directed
selling efforts were made in the United States in connection with this offering
and the investor has represented that it is not a US person as defined in
Regulation S. No underwriters were involved with this offering. The proceeds of
this private placement were used by us as general working capital.

24

---

PART III

ITEM 10.        
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth the name and positions of our
sole executive officer and director as of the date hereof.

Name
    Age
    PositionsPaul G. Daly
    58
    Chief Executive Officer, Chief
      Financial Officer, President, Secretary, Treasurer and Director


Set forth below is a brief description of the background and
business experience of our sole executive officer and director:

Mr. Paul G. Dalyis our founder and our sole director,
Chief Executive Officer, Chief Financial Officer, President, Secretary and
Treasurer and has served in those capacities since our incorporation on October
24, 2000. Mr. Daly founded Daly Environmental Consultants (DEC) in 1992, and
continues to operate DEC on a part-time basis. DEC offers economical solutions
to environmental problems of industrial and commercial firms and government
agencies at federal, provincial/state and local levels. As our Chief Executive
Officer, Chief Financial Officer, President, Secretary and Treasurer, Mr. Daly
is required to allocate all business opportunities related to our proposed wax
products and our proposed wastewater treatment business to us. Any unrelated
business opportunities may be pursued by Mr. Daly personally.

Prior to the formation of DEC, Mr. Daly was employed as
Marketing Manager (1986-1992) for Deep Shaft Technology Inc. Mr. Daly's
responsibilities in this position included contract negotiation, licensee
arrangements, management of representative sales persons, and the organization
of company participation in trade shows. From 1982 to 1986, Mr. Daly was
employed as a Product Supervisor in the explosives division of C-I-L Inc. In
addition, Mr. Daly is a member of several environment-related professional
associations, including the Water Environment Federation and the Water
Environment Association of Ontario. In 1982, Mr. Daly received the CPPA
Conference - Douglas Jones Environmental Award for significant contributions to
the environment within the pulp and paper industry in Canada. From 1981 to 1992,
Mr. Daly authored several papers for technical conferences held in Canada and
the United States. Mr. Daly received his Bachelor of Science degree from
Laurentian University (Canada) in 1975.

TERMS OF OFFICE

Our directors are elected to hold office until the next annual
meeting of the shareholders and until their respective successors have been
elected and qualified. Our executive officers are appointed by our board of
directors and hold office until removed by our board of directors or until their
successors are appointed.

COMMITTEES OF THE BOARD OF DIRECTORS

Mr. Daly is our sole director. As such, we do not have a
separately designated audit committee, nominating committee or any other
committees. Mr. Daly, as our sole director, fulfills the duties normally
undertaken by those committees.

Audit Committee Financial Expert

Mr. Daly does not qualify as an audit committee financial
expert as defined in Item 401(e) of Regulation S-B. Mr. Daly believes that we
will not be able to attract and retain directors who would qualify as audit
committee financial experts at this time due to our limited financial
resources.

25

---

OTHER SIGNIFICANT EMPLOYEES AND CONSULTANTS

Other than Mr. Daly, we do not currently have any significant
  employees. However, we have retained the services of the inventor of our Wax
  Technology, William Nelson, as a technical consultant who is crucial to our
  business plan.

Mr. William Nelson has been retained by us under a
twelve month contract to assist us in the commercialization and development of
products based on our Wax Technology. Mr. Nelson has verbally agreed to provide
us with technical advice free of charge to assist in our development of our Wax
Technology. If we determine that we require extensive technical studies or
engineering work to be performed, we will enter into a formal consultancy
agreement with Mr. Nelson.

Mr. Nelson is an accomplished inventor and is recognized around
the world as a leading expert in paraffin waxes. Mr. Nelson has acted as a
consultant to several large chemical companies. In the past, Mr. Nelson has
assisted aboriginals in British Columbia, Canada prospect for gold using a
secret process he developed using black light and assisted in the remediation of
Chernobyl by utilizing a technology he invented to seal the nuclear reactors
stone casing or sarcophagus from leaking further radiation.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

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 (collectively, the Reporting Persons), to file reports of
ownership and changes in ownership with the SEC. Reporting Persons are required
by SEC regulations to furnish us with copies of all forms they file pursuant to
Section 16(a). Based on our review of the copies of such forms received by us,
no other reports were required for those persons, and we believe that during the
year ended July 31, 2008, all Reporting Persons complied with all Section 16(a)
filing requirements applicable to them.

CODE OF ETHICS

We adopted a Code of Ethics applicable to our officers and
directors which is a code of ethics as defined by applicable rules of the SEC.
Our code of ethics is attached as an exhibit to our Annual Report for the year
ended July 31, 2005. If we make any amendments to our Code of Ethics other than
technical, administrative, or other non-substantive amendments, or grant any
waivers, including implicit waivers, from a provision of our Code of Ethics to
our President, Treasurer, or certain other finance executives, we will disclose
the nature of the amendment or waiver, its effective date and to whom it applies
in a current report on Form 8-K filed with the SEC

ITEM 11.        
EXECUTIVE COMPENSATION.

Summary Compensation Table

We did not pay any compensation to our sole executive officer
and sole director during the fiscal year ended July 31, 2008. However, we have
recorded in our financial statements the fair value of the executive services
provided to us at no cost as contributed executive services.

Outstanding Equity Awards At Fiscal Year End

As at July 31, 2008, we did not have any outstanding equity
awards.

Compensation Arrangements

Due to our limited financial resources, we currently do not pay
any compensation to Paul G. Daly for acting as our sole executive officer and
sole director. Pursuant to SAB topic 1:B(1) and the last paragraph of SAB 5:T,
we are required to report all costs of conducting our business. Accordingly, we
record the fair value of contributed executive services provided to us at no
cost as compensation expense, with a corresponding increase to additional
paid-in capital, in the year which the services are provided.

26

---

ITEM 12.        
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.

EQUITY COMPENSATION PLANS

We have no equity compensation plans (including individual
compensation arrangements) under which our equity securities are authorized for
issuance.

Equity Compensation Plan Information

Plan Category
    Number of Securities to be Issued
      Upon Exercise of Outstanding Options, Warrants and Rights
      (a)
    Weighted-Average Exercise Price of
      Outstanding Options, Warrants and Rights (b)
    Number of Securities Remaining Available
      for Future Issuance Under Equity Compensation Plans (Excluding
      Securities Reflected in column (a)) (c)Equity Compensation Plans Approved By
      Security Holders
    Not Applicable
    Not Applicable
    Not ApplicableEquity Compensation Plans Not Approved By
      Security Holders
    Not Applicable
    Not Applicable
    Not Applicable


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table sets forth certain information concerning
the number of shares of our common stock owned beneficially as of October 28,
2008 by: (i) each person (including any group) known to us to own more than five
percent (5%) of any class of our voting securities, (ii) each of our directors,
(iii) each of our named executive officers; and (iv) officers and directors as a
group. Unless otherwise indicated, the shareholders listed possess sole voting
and investment power with respect to the shares shown.

Title of Class
      Name and Address of Beneficial Owner
      Number of Shares
      Percentage of Common Stock(1)Directors and OfficersCommon Stock
      PAUL G. DALY 
        Director 
        Chief Executive Officer, Chief Financial 
        Officer, President, Secretary and Treasurer 
        20 Lyall Avenue 
        Toronto, Ontario M4E 1V9
      6,000,000 
        Direct
      43.9%5% ShareholdersCommon Stock
      PAUL G. DALY 
        Director 
        Chief Executive Officer, Chief Financial 
        Officer, President, Secretary and Treasurer 
        20 Lyall Avenue 
        Toronto, Ontario M4E 1V9
      6,000,000 
        Direct
      43.9%


27

---

Title of Class
    Name and Address of Beneficial
      Owner
    Number of Shares
    Percentage of Common
      Stock(1)Common Stock
    BROWN BROTHERS HARRIMAN & CO.
      140 Broadway New York, NY 10005
    800,000
    5.9%


|**Notes:** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1)        | Under Rule 13d-3, a beneficial owner of a security
      includes any person who, directly or indirectly, through any contract,
      arrangement, understanding, relationship, or otherwise has or shares: (i)
      voting power, which includes the power to vote, or to direct the voting of
      shares; and (ii) investment power, which includes the power to dispose or
      direct the disposition of shares. Certain shares may be deemed to be
      beneficially owned by more than one person (if, for example, persons share
      the power to vote or the power to dispose of the shares). In addition,
      shares are deemed to be beneficially owned by a person if the person has
      the right to acquire the shares (for example, upon exercise of an option)
      within 60 days of the date as of which the information is provided. In
      computing the percentage ownership of any person, the amount of shares
      outstanding is deemed to include the amount of shares beneficially owned
      by such person (and only such person) by reason of these acquisition
      rights. As a result, the percentage of outstanding shares of any person as
      shown in this table does not necessarily reflect the persons actual
      ownership or voting power with respect to the number of our shares
      actually outstanding on October 28, 2008. As of October 28, 2008, there
      were 13,661,666 shares of our common stock issued and
  outstanding.

Changes in Control

We are not aware of any arrangement which may result in a
change in control in the future.

ITEM 13.        
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.

RELATED TRANSACTIONS

Except as disclosed below, none of the following parties has,
during our last two fiscal years, had any material interest, direct or indirect,
in any transaction with us or in any presently proposed transaction that has or
will materially affect us, in which the Company is a participant and the amount
involved exceeds the lesser of $120,000 or 1% of the average of the Companys
total assets for the last three completed fiscal years:

| | (i)   | Any of our directors or officers;                                                                                                                                           
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | Any person proposed as a nominee for election as a
      director;                                                                                                          
| | (iii) | Any person who beneficially owns, directly or indirectly,
      shares carrying more than 10% of the voting rights attached to our
      outstanding shares of common stock;
| | (iv)  | Any of our promoters; and                                                                                                                                                   
| | (v)   | Any relative or spouse of any of the foregoing persons
      who has the same house as such person.                                                                         

During the past two fiscal years, Paul G. Daly, our sole
executive officer and sole director, has provided us an aggregate of $73,970 in
short term loans. These amounts are non-interest bearing, unsecured and payable
on demand. These amounts were loaned to us by Mr. Daly to assist us in meeting
our ongoing financial obligations. There is no assurance that Mr. Daly will
continue to provide us with any future financing.

DIRECTOR INDEPENDENCE

Our common stock is quoted on the OTC Bulletin Board
inter-dealer quotation system, which does not have director independence
requirements. Under NASDAQ Rule 4200(a)(15), a director is not considered to be
independent if he or she is also an executive officer or employee of the
corporation. Our sole director, Paul G. Daly, is also our sole executive
officer. As a result, we do not have any independent directors.

As a result of our limited operating history and minimal
resources, our management believes that it will have difficulty in attracting
independent directors. In addition, we would likely be required to obtain
directors and

28

---

officers insurance coverage in order to attract and retain
independent directors. Our management believes that the costs associated with
maintaining such insurance is prohibitive at this time.

ITEM 14.        
PRINCIPAL ACCOUNTING FEES AND SERVICES.

During the fiscal years ended July 31, 2008 and 2007, we
retained our independent auditor, Davidson & Company LLP, Chartered
Accountants, to provide services in the following categories and amounts:

|                   | Year Ended July 31, 2008 | Year Ended July 31, 2007
|------------------ | ------------------------ | ------------------------
|                   |                          |                         
|Audit Fees         | $21,125                  | $ 22,500                
|Audit-Related Fees | $NIL                     | -                       
|Tax Fees           | $NIL                     | -                       
|All Other Fees     | $NIL                     | -                       
|Total              | $21,125                  | $ 22,500                

Policy on Pre-Approval by Audit Committee of Services
Performed by Independent Auditors

As sole executive officer and sole director, Paul G. Daly,
pre-approves all audit and non-audit services performed by our independent
auditors during the fiscal year.

No non-audit services were provided by our independent auditors
during the last two fiscal years.

29

---

ITEM 15.        
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following exhibits are either provided with this Quarterly
Report or are incorporated herein by reference:

|Exhibit |  |                                                                                                                                                           
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description of Exhibit                                                                                                                                    
|3.1     |  | Articles of Incorporation.(1)                                                                                                                             
|3.2     |  | Bylaws.(1)                                                                                                                                                
|4.1     |  | Specimen Common
        Stock Certificate.(1)                                                                                                             
|10.1    |  | Technology Transfer Agreement
        dated May 6, 2004 between William Ernest Nelson and Infitech Ventures
        Inc.(1)                               
|10.2    |  | Receipt and
        Acknowledgement of William Ernest Nelson dated February 5, 2005.(1)                                                                   
|10.3    |  | Promissory Note dated April
        27, 2005 for $9,000 issued by the Company to Paul G. Daly.(3)                                                         
|10.4    |  | Promissory Note
        dated May 6, 2005 for $11,500 issued by the Company to Paul G. Daly.(3)                                                           
|10.5    |  | Promissory Note dated October
        12, 2006 for CDN$500 issued by the Company to Paul G. Daly.(3)                                                      
|10.6    |  | Promissory Note
        dated December 1, 2006 for CDN$700 issued by the Company to Paul G. Daly.(3)                                                      
|10.7    |  | Promissory Note dated March
        5, 2007 for CDN$400.00 issued by the Company to Paul G. Daly.(3)                                                      
|10.8    |  | Promissory Note
        dated June 4, 2007 for $6,000 issued by the Company to Paul G. Daly.(4)                                                           
|10.9    |  | Promissory Note dated July 19,
        2007 for $6,095 issued by the Company to Paul G. Daly.(4)                                                          
|10.10   |  | Promissory Note
        dated August 24, 2007 for $5,000 issued by the Company to Paul G. Daly.(4)                                                        
|10.11   |  | Promissory Note dated September
        24, 2007 for $20,000 issued by the Company to Paul G. Daly.(4)                                                    
|10.12   |  | Promissory Note
        dated March 6, 2008 for $5,000 issued by the Company to Paul G. Daly.(5)                                                          
|10.13   |  | Promissory Note dated May 9,
        2008 for $11,375 issued by the Company to Paul G. Daly.(6)                                                           
|14.1    |  | Code of Ethics.(2)                                                                                                                                        
|31.1    |  | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002.
|32.1    |  | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002.

|**Notes:** |                                                                                                                                          
|---------- | -----------------------------------------------------------------------------------------------------------------------------------------
|(1)        | Filed as an exhibit to our Registration Statement on Form
      10-SB originally filed with the SEC on February 15, 2005, as
    amended.
|(2)        | Filed as an exhibit to our Annual Report on Form 10-KSB
      filed with the SEC on November 9, 2005.                                    
|(3)        | Filed as an exhibit to our Quarterly Report on Form
      10-QSB filed with the SEC on March 23, 2007.                                   
|(4)        | Filed as an exhibit to our Annual Report on Form 10-KSB
      filed with the SEC on November 2, 2007.                                    
|(5)        | Filed as an exhibit to our Quarterly Report on Form
      10-QSB filed with the SEC on March 14, 2008.                                   
|(6)        | Filed as an exhibit to our Amended Quarterly Report on
      Form 10-QSB/A filed with the SEC on October 23,
2008.                       

30

---

SIGNATURES

Pursuant to the requirements of Section 13 or 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.

|      |                  |  |     | INFITECH VENTURES INC.                                         
|----- | ---------------- |  | --- | ---------------------------------------------------------------
|      |                  |  |     |                                                                
|      |                  |  |     |                                                                
|      |                  |  |     |                                                                
|Date: | October 28, 2008 |  | By: | /s/ Paul G. Daly                                               
|      |                  |  |     | PAUL G. DALY                                                   
|      |                  |  |     | President, Secretary, Treasurer,
      Chief Executive Officer,
|      |                  |  |     | Chief Financial
      Officer and Director                     
|      |                  |  |     | (Principal Executive Officer and
      Principal Accounting    
|      |                  |  |     | Officer)                                                       

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

|Date: | October 28, 2008 |  | By: | /s/ Paul G. Daly                                               
|----- | ---------------- |  | --- | ---------------------------------------------------------------
|      |                  |  |     | PAUL G. DALY                                                   
|      |                  |  |     | President, Secretary, Treasurer,
      Chief Executive Officer,
|      |                  |  |     | Chief Financial
      Officer and Director                     
|      |                  |  |     | (Principal Executive Officer and
      Principal Accounting    
|      |                  |  |     | Officer)                                                       

---