---

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

FORM 10-KSB

(Mark One)

 ̈ Annual Report Pursuant
  To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For the fiscal year ended July 31, 2005

x Transition Report
  Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For the transition period from _____ to _____

COMMISSION FILE NUMBER000-51073

INFITECH VENTURES
INC.(Name of small business issuer 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.

Check whether the issuer (1) filed all reports required to be
  filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
  for such shorter period that the registrant was required to file such reports),
  and (2) has been subject to such filing requirements for the past 90 days. Yes
  xNo  ̈

Check if there is no disclosure of delinquent filers in response
  to Item 405 of Regulation S-B contained in this form, and no disclosure will
  be contained, to the best of registrant's knowledge, in definitive proxy or
  information statements incorporated by reference in Part III of this Form 10-KSB
  or any amendment to this Form 10-KSB. x

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

State issuers revenues for its most recent fiscal year:
NIL.

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates 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 a specified date within the past 60 days: $410,700 based on
a price of $0.06 per share, being thelast price at which
shares of common stock were sold by the Issuer.

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date. As of October
24, 2005, the Issuer had 12,845,000 Shares of Common Stock outstanding.

Transitional Small Business Disclosure Format (Check one): Yes
   ̈ No x

---

TABLE OF CONTENTS

|               |                                                                                                                              | PAGE
|-------------- | ---------------------------------------------------------------------------------------------------------------------------- | ----
|               |                                                                                                                              |     
|PART
      I   |                                                                                                                              | 3   
|               |                                                                                                                              |     
|ITEM
      1.  | DESCRIPTION
      OF BUSINESS.                                                                                               | 3   
|               |                                                                                                                              |     
|ITEM
      2.  | DESCRIPTION
      OF PROPERTY                                                                                                | 13  
|               |                                                                                                                              |     
|ITEM
      3.  | LEGAL
      PROCEDINGS.                                                                                                      | 13  
|               |                                                                                                                              |     
|ITEM
      4.  | SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                    | 13  
|               |                                                                                                                              |     
|PART
      II  |                                                                                                                              | 14  
|               |                                                                                                                              |     
|ITEM
      5.  | MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                                                               | 14  
|               |                                                                                                                              |     
|ITEM
      6.  | MANAGEMENT'S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                                                              | 15  
|               |                                                                                                                              |     
|ITEM
      7.  | FINANCIAL
      STATEMENTS                                                                                                   | 23  
|               |                                                                                                                              |     
|ITEM
      8.  | CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE                             | 24  
|               |                                                                                                                              |     
|ITEM
      8A. | CONTROLS
      AND PROCEDURES                                                                                                | 24  
|               |                                                                                                                              |     
|ITEM
      8B. | OTHER
      INFORMATION.                                                                                                     | 24  
|               |                                                                                                                              |     
|PART
      III |                                                                                                                              | 25  
|               |                                                                                                                              |     
|ITEM
      9.  | DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
      16(A) OF THE EXCHANGE ACT. | 25  
|               |                                                                                                                              |     
|ITEM
      10. | EXECUTIVE
      COMPENSATION.                                                                                                | 27  
|               |                                                                                                                              |     
|ITEM
      11. | SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS.                  | 27  
|               |                                                                                                                              |     
|ITEM
      12. | CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS                                                                         | 28  
|               |                                                                                                                              |     
|ITEM
      13. | EXHIBITS                                                                                                                     | 29  
|               |                                                                                                                              |     
|ITEM
      14. | PRINCIPAL
      ACCOUNTANT FEES AND SERVICES                                                                                 | 29  
|               |                                                                                                                              |     
|SIGNATURES     |                                                                                                                              | 30  

2



---



PART I

Certain statements contained in this Annual Report on Form
10-KSB constitute "forward-looking statements". These statements, identified by
words such as plan, "anticipate", "believe", "estimate", "should," "expect"
and similar expressions include our expectations and objectives regarding our
future financial position, operating results and business strategy. These
statements reflect the current views of management with respect to future events
and are subject to risks, uncertainties and other factors that may cause our
actual results, performance or achievements, or industry results, to be
materially different from those described in the forward-looking statements.
Such risks and uncertainties include those set forth under the caption
"Management's Discussion and Analysis or Plan of Operation" and elsewhere in
this Form 10-KSB. We advise you to carefully review the reports and documents we
file from time to time with the Securities and Exchange Commission (the SEC),
particularly our quarterly reports on Form 10-QSB and our current reports on
Form 8-K.

As used in this Annual Report, the terms "we", "us", "our", and
our 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.     DESCRIPTION OF
BUSINESS.

CORPORATE BACKGROUND

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.

We are a development stage company focused on the development
and marketing of a proprietary, patent-pending 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 on
water. In addition, as part of our long-term business plan, we intend to pursue
business opportunities in wastewater treatment solutions.

RECENT CORPORATE DEVELOPMENTS

We continue to require additional financing if we are to
continue as a going concern and to finance our business operations. As of
October 24, 2005, we had cash of approximately $18,000. Accordingly, we will
require additional financing in order to proceed with our plan of operations,
see Plan of Operation and Liquidity and Capital Resources below. If we do
not have sufficient funds to pursue our stated plan of operations, then we will
scale back our plan of operations to concentrate solely on the product
development phase of our plan of operations. In this event, we will pursue
product development to the extent of our financial resources.

Since our fiscal year ended July 31, 2004, the following
corporate developments have transpired:

- We completed an offering of 601,000 shares of our common stock at a price
  of $0.06 per share to a total of 6 purchasers on October 17, 2005. The total
  amount we received from this offering was $36,060. We completed the offering
  pursuant to Regulation S of the Securities Act and Canadian National
  Instrument 45-106 (see Item 5. Market for Common Equity and Related
  Stockholder Matters  Recent Sales of Unregistered Securities).
- Pursuant to the terms of our consulting agreement with Mr. Nelson, we
  agreed to pay Mr. Nelson a consulting fee of $750 (CDN $1,000) per month for a
  period of twelve months commencing June, 2004, to assist us with technical
  issues related to the manufacture, use and improvement of the Wax Technology.
  We made a final payment of $750 to Mr. Nelson in May, 2005, pursuant to our
  consulting arrangements with Mr. Nelson. Mr. Nelson has verbally agreed to
  provide us with technical advice free of charge to assist in our development
  of our Wax Technology. Subsequent to the end of our consulting agreement, Mr.
  Nelson has not provided us with any significant consulting services. If we
  determine that we require extensive technical studies or engineering work to
  be performed, we will enter into a formal

3

---

- We filed a registration statement on Form 10-SB registering our shares of
  common stock pursuant Section 12(g) of the Securities Exchange Act of 1934.
  The SEC declared our registration statement (File No. 000-51073) effective on
  April 18, 2005. Following the effectiveness of our registration statement, we
  submitted an application to have our common stock traded on the
  Over-The-Counter Bulletin Board in September, 2005. There are no assurances
  that our application will be approved or that a public market for our
  securities will materialize.
- During the year ended July 31, 2005, we borrowed $20,500.00 from Paul G.
  Daly, our founder and our Chief Executive Officer, Chief Financial Officer,
  President, Secretary and Treasurer, which is being used by us as general
  working capital. The amounts borrowed 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, 2005.

WAX PRODUCTS

We have developed and successfully tested prototypes of the Wax
Technology and are in the process of refining the Wax Technology for commercial
application. We intend to develop a variety of different products based on our
Wax Technology for use in different applications. Once we have completed the
development of our commercial products, we will proceed with the marketing stage
of our business plan which involves marketing our products directly to
environmental remediation contractors, insurance companies and other
organizations involved in environmental clean-up activities. Although we have
successfully developed and tested prototypes based on our Wax Technology, we
have yet to complete the commercial development of products based on that
technology. Our ability to pursue our plan of operation, as discussed below,
depends upon our obtaining substantial financing, of which there is no
assurance.

The Wax Technology

We entered into a Technology Transfer Agreement (the
Technology Agreement) with the Wax Technologys inventor, William Nelson, on
May 6, 2004. Pursuant to the Technology Agreement, Mr. Nelson assigned to us all
rights, title and interest to the Wax Technology, including the patent
application registered by Mr. Nelson with respect to the Wax Technology. As
consideration, we paid Mr. Nelson $10,000 US and agreed to issue to Mr. Nelson
150,000 shares of our common stock, and a royalty of $0.10 CDN (approximately
$0.075 US) per pound of any products incorporating the Wax Technology produced
by us. In addition, we agreed to pay Mr. Nelson a consulting fee of $750 (CDN
$1,000) per month for a period of twelve months commencing June, 2004 to assist
us with technical issues related to the manufacture, use and improvement of the
Wax Technology. We made a final payment of $750 to Mr. Nelson in May, 2005.

The Wax Technology, invented by William Nelson, 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 and recycled, 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.

4

---

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 a 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 our 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 Mr. 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 with a crew of three men working 12 hours per

5

---

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. 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 each.

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 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.

6

---

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, Universal Remediation, Inc., 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 Universal Remediation 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, 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

7



---



|    | 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, our 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 our 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.

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

8

---

different types of spilled oil/fuels will vary. We hope to
finalize our different formulations within the next 6 months (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.                                                                                                                                                                                                                                                                                                               

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. We are currently working with 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.

9

---

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. Further, there is no assurance that we will be
able to reach a formal agreement with IGI in the future. If IGI were to cease
supplying us with our wax needs during the refinement process, or if we are
unable to negotiate a formal supply agreement with IGI once the refinement
process is complete, our ability to complete our plan of operation and continue
our planned business will be adversely affected.

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 with a number of suppliers 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.

It is expected that we will 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 (see Managements
Discussion and Analysis or Plan of Operation below).

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. Currently, because of our limited capital resources and because we
are not actively pursuing opportunities in this area at this time, Dr. C.C.
Shen, an expert in wastewater treatment design, has agreed to provide technical
advice to us free of charge in order to assist us in evaluating prospective
wastewater treatment technologies. Dr. Shen has not provided us with any
significant consulting services to date. If we decide to pursue opportunities in
wastewater treatment, of which there is no assurance, and we determine that we
require extensive technical studies or engineering work to be performed, we will
seek to enter into a formal consultancy agreement with Dr. Shen. It is expected
that Mr. Daly and Dr. Shens

10

---

experience will form the foundation of this planned business
(see Directors and Executive Officers, Promoters and Control Persons below).
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
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                   
|(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 order to keep our
patent application current, we are required to pay annual maintenance fees to
the CIPO. In order to be granted a final patent from the CIPO, we are required
to request that the CIPO conduct an examination of our application within five
years from the date the application was filed. A request was made for the
examination of our patent application in July, 2005. We have retained the
services of a patent agent to act on our behalf with respect to our patent
application.

In examining our patent application, the CIPO will assess our
application to determine whether the Wax Technology satisfies the requirements
for the granting of a patent under Canadian laws. If the CIPO examiner
determines that our patent application meets the applicable requirements, a
final patent will be granted. If the CIPO examiner determines that our patent
application does not meet the requirements for the grant of a patent, we may
make amendments to our patent application or appeal the examiners decision to
the Patent Appeal Board. Even if we do amend our patent application or appeal a
decision of the examiner to reject our application, there is no assurance that
our amended application or our appeal will be successful. If the CIPO does
ultimately grant us a patent for the Wax Technology, of which there is no
assurance, our Wax Technology will be protected under Canadian patent laws for a
period of 20 years from the date of the initial application. If we obtain a
patent from the CIPO, our patent protection will extend only within Canada. In
order to obtain patent protection in other jurisdictions, we will be required to
apply for patents in those jurisdictions.

In order to obtain patent protection in the United States, we
intend to file an improvement to our existing patent application through an
international patent application with the CIPO under the Patent Cooperation
Treaty (the PCT). The filing of an international patent application with the
CIPO under the PCT will have the same effect as if a patent application were
filed in the individual member countries to the PCT that we indicate on the
application. The procedure for obtaining a patent under the PCT is essentially a
two phase process. During the International Phase, the application is filed
and processed by the receiving office (in this case, the CIPO) which then
conducts an international search and provides a written opinion regarding the
application. This report is then provided to the national patent offices of the
countries listed in the application. During the National Phase, the individual
national patent offices assess the application and determine whether or not to
grant the patent. By filing a patent application under the PCT, we would obtain
priority in our patent application filing from the date the international
application is made.

If we are successful in obtaining a patent for our Wax
Technology, of which there is no assurance, we believe that the patent will
provide protection for:

| | (1) | the particular type of wax to be used;                                                  
| | --- | ----------------------------------------------------------------------------------------
| | (2) | the particular type of resins to be used;                                               
| | (3) | the ratio of resins to wax; and                                                         
| | (4) | the temperature to which the wax and resin mixture is
      heated prior to application.

11



---

As discussed above, our patent protection will extend only to
those jurisdictions from which we are able to obtain a grant of patent for our
Wax Technology.

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 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, and 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

12

---

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, our founder,
sole director and President, Secretary and Treasurer, Paul G. Daly. However, we
have retained the services of two consultants whose services are crucial to our
future success, the inventor of the Wax Technology, William Nelson and Dr. C.C.
Shen, an expert in wastewater treatment systems (see Directors and Executive
Officers, Promoters and Control Persons below).

ITEM 2.     DESCRIPTION OF
PROPERTY.

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 also
maintain a mailing address at Suite 1202, 1288 Alberni Street, Vancouver,
British Columbia, Canada V6E 4N5. We rent this office space from Paul G. Daly,
currently our sole director and our Chief Executive Officer, Chief Financial
Officer, President, Secretary and Treasurer.

ITEM 3.     LEGAL
PROCEDINGS.

None.

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

None.

13

---

PART II

ITEM 5.     MARKET FOR COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS.

Currently there is no established public trading market for our
securities. We have submitted an application to have our common stock traded on
the Over-The-Counter Bulletin Board; however there are no assurances that our
application will be approved or that a public market for our securities will
materialize (see Penny Stock Rules below).

There are no outstanding options or warrants to purchase our
common stock and there are no outstanding securities that are convertible into
shares of our common stock. On October 24, 2005, we had 12,845,000 shares of our
common stock outstanding, of which 6,094,000 may be sold pursuant to Rule 144(k)
of the Securities Act. In addition, subject to the applicable notice and manner
of sale restrictions of Rule 144, a further 122,440 shares of our common stock,
being one percent of the issued and outstanding common stock, may be sold by
Paul G. Daly, our sole director and our Chief Executive Officer, Chief Financial
Officer, President, Secretary and Treasurer under Rule 144 of the Securities
Act. As of October 24, 2005, there were approximately 109 of holders of our
common stock.Currently, we are not making any, and have not proposed to
make any, public offerings of our common equity and we have made no agreements
to register our common equity under the Securities Act for sale by
stockholders.

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.                                                                 

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:

| | (a) | make a special written determination that the penny stock
      is a suitable investment for the purchaser and
| | --- | --------------------------------------------------------------------------------------------------------------

14



---

| | (b) | 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.

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.

Recent Sales Of Unregistered Securities

During the year ended July 31, 2005, we completed the sale of
the following securities that were not registered pursuant to the Securities
Act:

We completed an offering of 601,000 shares of our common stock
at a price of $0.06 per share to a total of 6 purchasers on October 17, 2005.
The total amount we received from this offering was $36,060. We completed the
offering pursuant to Regulation S of the Securities Act and Canadian National
Instrument 45-106. Each purchaser represented to us that they were a non-US
person as defined in Regulation S. We did not engage in a distribution of this
offering in the United States. Each purchaser represented his intention to
acquire the securities for investment only and not with a view toward
distribution. Appropriate legends were affixed to the stock certificate issued
to each purchaser in accordance with Regulation S. Each investor was given
adequate access to sufficient information about us to make an informed
investment decision. None of the securities were sold through an underwriter and
accordingly, there were no underwriting discounts or commissions involved. No
registration rights were granted to any of the purchasers.

ITEM 6.     MANAGEMENT'S DISCUSSION
AND ANALYSIS OR PLAN OF OPERATION.

PLAN OF OPERATION

During the last twelve months, we were not able to make any
significant progress in our development of the Wax Technology. This is a result
of the fact that we were not able to raise the financing necessary to proceed
with our plan of operation. As such, our plan of operation for the next twelve
months remains unchanged.

We anticipate spending approximately $750,000 over the next
twelve months in pursuing our plan of operation. This amount is significantly
greater than the total amount of financing that we have been able to acquire to
date. This anticipated increase in 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. 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
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

15



---

|   | 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.                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|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 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. We anticipate spending
      approximately $75,000 to complete this phase of our plan of
    operation.                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|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 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.

We expect that the amounts required to complete our plan of
operation for the next twelve months will be in excess of our current cash
reserves and our anticipated revenues for that period. As of October 24, 2005,
we had cash in the amount of approximately $18,000. We anticipate that our
current cash resources will only be sufficient to meet our requirements for the
next three months. Further, it is anticipated that our business will not
generate any significant revenues over the next twelve months. 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.

16

---

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

|                  |   | Year Ended July 31 |  
|----------------- | - | ------------------ | -
|                  |   |                    |  
|                  |   | 2005               |  
|Revenue           | $ | -                  |  
|Expenses          | $ | (139,743           | )
|Net Income (Loss) | $ | (139,743           | )

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.

Operating Costs and Expenses

Our operating expenses for the years ended July 31, 2005 and
July 31, 2004 consisted of the following:

|                               |   | Year Ended July 31 | 
|------------------------------ | - | ------------------ | 
|                               |   |                    | 
|                               |   | 2005               | 
|Contributed Executive Services | $ | 60,000             | 
|Office and Miscellaneous       |   | 6,666              | 
|Professional Fees              |   | 70,457             | 
|Rent                           |   | 2,400              | 
|Web-Site Development           |   | 220                | 
|Total Expenses                 | $ | 139,743            | 

Our expenses increased significantly during the year ended July
31, 2005, compared to the year ended July 31, 2004. This increase is primarily
the result of increases in the amount of professional fees incurred by us and
the inclusion of contributed executive services as an expense item during the
year ended July 31, 2005.

The increases in professional fees relate primarily to
professional fees paid in connection with our acquisition of the Wax Technology
from Mr. Nelson, the consulting fee paid to Mr. Nelson under the Technology
Agreement and to professional fees paid by us in connection with the preparation
and filing of our Registration Statement on Form 10-SB and the amendments
thereto.

17

---

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 year ended July 31, 2005, we
recorded contributed executive services expenses of $60,000. These services were
provided to us without charge and a corresponding increase in additional paid-in
capital has been recorded.

Pursuant to our Technology Agreement with Mr. Nelson, Mr.
Nelson agreed to provide us with technical consulting services with respect to
the development of the Wax Technology for a minimum of ten business days per
month for a period of twelve months, beginning on June 1, 2004. In consideration
for these services, we agreed to pay Mr. Nelson the sum of $750 ($1,000 CDN) per
month for a period of twelve months commencing July 1, 2004. The final payment
respecting our consulting arrangement with Mr. Nelson was made in May, 2005.

We do not have a written consultation agreement with Dr. C.C.
Shen, our other significant consultant. Dr. Shen has verbally agreed to provide
us with technical consulting services on an as needed basis, free of charge. To
date, Dr. Shen has not provided us with any significant consulting services. Dr.
Shen is a former business associate and co-worker of our sole director and
President, Secretary and Treasurer, Paul G. Daly.

Subject to our ability to obtain additional financing, of which
there is no assurance, we expect that our product and business development
activities will continue to increase over the course of the current fiscal year.
As such, we expect that our operating expenses will also continue to increase at
a significant rate.

We anticipate our operating expenses will increase as we
undertake our plan of operations. The increase will be attributable to increased
product and business development activities and the professional fees associated
with complying with our reporting obligations under the Securities Exchange Act
of 1934 (the Exchange Act).

LIQUIDITY AND CAPITAL RESOURCES

Working Capital

|                          |   |                        |   |   |                        |  |  | Percentage            | 
|------------------------- | - | ---------------------- | - | - | ---------------------- |  |  | --------------------- | 
|                          |   | At
      July 31, 2005 |   |   | At
      July 31, 2004 |  |  | Increase / (Decrease) | 
|Current Assets            | $ | 34,075                 |   | $ | 36,222                 |  |  | (5.9)%                | 
|Current Liabilities       |   | 53,666                 |   |   | 10,030                 |  |  | 435.1%                | 
|Working Capital (Deficit) | $ | (19,591                | ) | $ | 26,192                 |  |  | (174.8)%              | 

Cash Flows

|                                                            |   | Year Ended July 31 |  
|----------------------------------------------------------- | - | ------------------ | -
|                                                            |   | 2005               |  
|Cash Flows From (Used In) Operating
      Activities        | $ | (56,607            | )
|Cash Flows From (Used In) Investing Activities              |   | -                  |  
|Cash Flows Provided By (Used In) Financing
      Activities |   | 54,460             |  
|Net Increase (Decrease) In Cash During Period               | $ | (2,147             | )

The reduction of our working capital surplus at July 31, 2005
from our year ended July 31, 2004, and the increases in our cash used during the
year ended July 31, 2005, from the preceding fiscal year are primarily a result
of the consulting fees paid to Mr. Nelson under the Technology Agreement and the
increase in professional fees associated with filing our Registration Statement
on Form 10-SB and complying with our reporting obligations under the Exchange
Act and from the fact that we had no revenue during the year ended July 31,
2005. During the year ended July 31, 2005, we borrowed $20,500 from Paul G.
Daly, our founder and our Chief Executive Officer, Chief Financial Officer,
President, Secretary and Treasurer, which is

18



---

being used by us as general working capital. The amounts
borrowed 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, 2005.

As of October 24, 2005, we had cash on hand of approximately
$18,000. Since our inception, we have used our common stock to raise money for
our operations and for our property acquisitions. We have not attained
profitable operations and are dependent upon obtaining financing to pursue our
plan of operation. For these reasons, our auditors have stated in their report
that there is substantial doubt that we will be able to continue as a going
concern.

We anticipate spending approximately $750,000 over the next
twelve months in pursuing our plan of operation. This amount is in excess of our
current working capital reserves and we have not earned any revenues to date and
do not anticipate earning revenues until we have completed commercial
development of our anticipated products. 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 substantial debt financing will not be as available at this stage
of our business.

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 are
material to our stockholders.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with
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.

We have identified certain accounting policies, described
below, that are most important to the portrayal of our current financial
condition and results of operations. Our significant accounting policies are
disclosed in Note 3 to the audited financial statements included in this Annual
Report.

Use of Estimates

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 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.

19

---

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 which the services are provided.

RISK FACTORS

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 $750,000 in 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 or obtainable, our ability to meet our financial obligations
and pursue our plan of operation will be substantially limited and investors may
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.

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.

20

---

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.

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 have applied for a patent from the CIPO, however, we have
not received a final grant of patent from the CIPO and there is no assurance
that a final patent covering our technology will be granted. Even if we are
granted a final patent protecting our technology, the success of our business
may depend on our ability to successfully defend our intellectual property
rights. Future litigation may have a material impact on our financial condition
even if we are successful in developing and marketing products. We may not be
successful in defending or asserting our intellectual property rights.

An adverse outcome in any litigation or interference proceeding
could subject us to significant liabilities to third parties and require us to
cease using the technology that is at issue or to license the technology from
third parties. In addition, a finding that any of our intellectual property
rights are invalid could allow our competitors to more easily and
cost-effectively compete. Thus, an unfavorable outcome in any patent

21

---

litigation or interference proceeding could have a material
adverse effect on our business, financial condition or results of
operations.

The cost of any patent litigation or interference proceeding
could be substantial. Uncertainties resulting from the initiation and
continuation of patent litigation or interference proceedings could have a
material adverse effect on our ability to compete in the marketplace. Patent
litigation and interference proceedings could also absorb significant management
time.

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.

22

---

ITEM 7.     FINANCIAL
STATEMENTS.

|Index to Financial Statements:                                     | Page                                                                                                                                                   
|------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                   |                                                                                                                                                        
|Audited financial statements as of July 31, 2005,
      including: |                                                                                                                                                        
|                                                                   |                                                                                                                                                        
|1.                                                                 | Report of
      Independent Registered Accounting Firm;                                                                                                
|                                                                   |                                                                                                                                                        
|2.                                                                 | Balance
      Sheets as of July 31, 2005 and 2004;                                                                                                     
|                                                                   |                                                                                                                                                        
|3.                                                                 | Statements
      of Operations for the years ended July 31, 2005 and 2004 and cumulative
      from inception on October 24, 2000 to July 31, 2005;    
|                                                                   |                                                                                                                                                        
|4.                                                                 | Statement
      of Stockholders Equity from inception to July 31, 2005;                                                                               
|                                                                   |                                                                                                                                                        
|5.                                                                 | Statements
      of Cash Flows for the years ended July 31, 2005 and 2004 and cumulative
      from inception on October 24, 2000 to July 31, 2005; and
|                                                                   |                                                                                                                                                        
|6.                                                                 | Notes to
      the Financial Statements.                                                                                                               

23



---

INFITECH VENTURES INC.(A Development Stage Company)

FINANCIAL STATEMENTS(Expressed in United States Dollars)

JULY 31, 2005





F-1

---

|Dohan and Company            | 7700 North Kendall Drive, 200
|---------------------------- | -----------------------------
|Certified Public Accountants | Miami, Florida 33156-7564    
|A Professional Association   | Telephone (305) 274-1366     
|                             | Facsimile (305) 274-1368     
|                             | E-mail info@uscpa.com        
|                             | Internet www.uscpa.com       

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and Board of Directors
  Infitech Ventures, Inc. (A Development Stage Company) 
  Toronto, Ontario

We have audited the accompanying balance sheets of Infitech Ventures,
  Inc. (A Development Stage Company) as of July 31, 2005 and 2004, and the related
  statements of operations, stockholders equity and cash flows for the years
  then ended and for the period from inception (October 24, 2000) to July 31,
  2005. 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 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 Infitech Ventures,
  Inc. (A Development Stage Company) at July 31, 2005 and 2004, and the results
  of its operations and its cash flows for the years then ended and for the period
  from inception (October 24, 2000) to July 31, 2005, in conformity with U.S.
  generally accepted accounting principles.

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 $139,743 for the year
  ended July 31, 2005, and has an accumulated deficit of $234,251, 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. The financial
  statements do not include any adjustments that might result from the outcome
  of this uncertainty.

/s/ Dohan and Company, P.A. 
  Certified Public Accountants

Miami, Florida 
  October 31, 2005

F-2

---

|INFITECH VENTURES INC.              
|------------------------------------
|(A Development Stage Company)       
|BALANCE SHEETS                      
|(Expressed in United States Dollars)
|July 31                             

|                                                                        |   | 2005     |   |   | 2004    |  
|----------------------------------------------------------------------- | - | -------- | - | - | ------- | -
|                                                                        |   |          |   |   |         |  
|ASSETS                                                                  |   |          |   |   |         |  
|                                                                        |   |          |   |   |         |  
|Current                                                                 |   |          |   |   |         |  
|Cash and cash equivalents                                               | $ | 34,075   |   | $ | 36,222  |  
|Deferred
      tax asset less valuation allowance of $ 81,988           |   | -        |   |   | -       |  
|Total
      current assets                                              |   | 34,075   |   |   | 36,222  |  
|                                                                        |   |          |   |   |         |  
|Patent application
      and intellectual property                      |   | 17,500   |   |   | 17,500  |  
|                                                                        |   |          |   |   |         |  
|Total assets                                                            | $ | 51,575   |   | $ | 53,722  |  
|                                                                        |   |          |   |   |         |  
|                                                                        |   |          |   |   |         |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                    |   |          |   |   |         |  
|                                                                        |   |          |   |   |         |  
|Current                                                                 |   |          |   |   |         |  
|Accounts payable and
      accrued liabilities                          | $ | 26,566   |   | $ | 5,830   |  
|Accounts
      payable and accrued liabilities - related party          |   | 4,800    |   |   | 2,400   |  
|Due to related parties
      (Note 7)                                   |   | 22,300   |   |   | 1,800   |  
|Total
      current liabilities                                         |   | 53,666   |   |   | 10,030  |  
|                                                                        |   |          |   |   |         |  
|Commitments and Contingency(Notes 2
      and 4)                        |   |          |   |   |         |  
|                                                                        |   |          |   |   |         |  
|Stockholders' equity (deficiency in assets)                             |   |          |   |   |         |  
|Common stock                                                            |   |          |   |   |         |  
|Authorized 100,000,000 shares with par value of $0.001                  |   |          |   |   |         |  
|Issued 12,244,000 shares (2004 - 12,094,000)                            |   | 12,244   |   |   | 12,094  |  
|Additional
      paid-in capital                                        |   | 185,956  |   |   | 118,606 |  
|Obligation to issue
      shares                                        |   | -        |   |   | 7,500   |  
|Share
      subscriptions (Note 5)                                      |   | 33,960   |   |   | -       |  
|Deficit accumulated
      during the development stage                  |   | (234,251 | ) |   | (94,508 | )
|Total
      stockholders' equity (deficiency in assets)                 |   | (2,091   | ) |   | 43,692  |  
|                                                                        |   |          |   |   |         |  
|Total liabilities and stockholders' equity (deficiency
      in assets) | $ | 51,575   |   | $ | 53,722  |  

See accompanying notes

F-3

---

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

|                               |   | Period from        |   |   |               |   |   |               |  
|------------------------------ | - | ------------------ | - | - | ------------- | - | - | ------------- | -
|                               |   | Inception          |   |   |               |   |   |               |  
|                               |   | (October 24, 2000) |   |   | Year ended    |   |   | Year ended    |  
|                               |   | to July 31, 2005   |   |   | July 31, 2005 |   |   | July 31, 2004 |  
|                               |   |                    |   |   |               |   |   |               |  
|Expenses                       |   |                    |   |   |               |   |   |               |  
|Contributed executive services | $ | 120,000            |   | $ | 60,000        |   | $ | 60,000        |  
|Office                         |   | 7,961              |   |   | 6,666         |   |   | 1,013         |  
|Professional fees              |   | 95,984             |   |   | 70,457        |   |   | 14,547        |  
|Rent                           |   | 9,600              |   |   | 2,400         |   |   | 2,400         |  
|Web-site development           |   | 706                |   |   | 220           |   |   | 186           |  
|                               |   |                    |   |   |               |   |   |               |  
|Loss before income taxes       |   | (234,251           | ) |   | (139,743      | ) |   | (78,146       | )
|                               |   |                    |   |   |               |   |   |               |  
|Provision for income taxes     |   | -                  |   |   | -             |   |   | -             |  
|                               |   |                    |   |   |               |   |   |               |  
|Net loss                       | $ | (234,251           | ) | $ | (139,743      | ) | $ | (78,146       | )
|                               |   |                    |   |   |               |   |   |               |  
|Basic and diluted net loss     |   |                    |   |   |               |   |   |               |  
|per share                      |   |                    |   | $ | (0.01         | ) | $ | (0.01         | )
|                               |   |                    |   |   |               |   |   |               |  
|Weighted average number of     |   |                    |   |   |               |   |   |               |  
|shares outstanding             |   |                    |   |   | 12,167,973    |   |   | 12,094,000    |  

See accompanying notes

F-4

---

|INFITECH VENTURES INC.                    
|------------------------------------------
|(A Development Stage Company)             
|STATEMENT OF STOCKHOLDERS' EQUITY         
|(Expressed in United
      States Dollars)

|                                              |  |               |  |   |            |  |   |            |  |   |          |   |   |              |  |   | Deficit     |   |   |          |  
|--------------------------------------------- |  | ------------- |  | - | ---------- |  | - | ---------- |  | - | -------- | - | - | ------------ |  | - | ----------- | - | - | -------- | -
|                                              |  |               |  |   |            |  |   |            |  |   |          |   |   |              |  |   | Accumulated |   |   |          |  
|                                              |  | Common Shares |  |   | Additional |  |   | Obligation |  |   |          |   |   | During the   |  |   |             |  
|                                              |  |               |  |   |            |  |   | Paid in    |  |   | to Issue |   |   | Share        |  |   | Development |   |   |          |  
|                                              |  | Number        |  |   | Amount     |  |   | Capital    |  |   | Shares   |   |   | Subsciptions |  |   | Stage       |   |   | Total    |  
|                                              |  |               |  |   |            |  |   |            |  |   |          |   |   |              |  |   |             |   |   |          |  
|                                              |  |               |  |   |            |  |   |            |  |   |          |   |   |              |  |   |             |   |   |          |  
|Balance, October 24, 2000 (date of inception) |  | -             |  | $ | -          |  | $ | -          |  | $ | -        |   | $ | -            |  | $ | -           |   | $ | -        |  
|                                              |  |               |  |   |            |  |   |            |  |   |          |   |   |              |  |   |             |   |   |          |  
|Common stock issued for cash at $0.001        |  |               |  |   |            |  |   |            |  |   |          |   |   |              |  |   |             |   |   |          |  
|per share,
      November 13, 2000            |  | 6,000,000     |  |   | 6,000      |  |   | -          |  |   | -        |   |   | -            |  |   | -           |   |   | 6,000    |  
|Common stock issued for cash at $0.01         |  |               |  |   |            |  |   |            |  |   |          |   |   |              |  |   |             |   |   |          |  
|per share,
      February 28, 2001            |  | 6,000,000     |  |   | 6,000      |  |   | 54,000     |  |   | -        |   |   | -            |  |   | -           |   |   | 60,000   |  
|Net loss                                      |  | -             |  |   | -          |  |   | -          |  |   | -        |   |   | -            |  |   | (6,995      | ) |   | (6,995   | )
|                                              |  |               |  |   |            |  |   |            |  |   |          |   |   |              |  |   |             |   |   |          |  
|Balance, July 31, 2001                        |  | 12,000,000    |  |   | 12,000     |  |   | 54,000     |  |   | -        |   |   | -            |  |   | (6,995      | ) |   | 59,005   |  
|                                              |  |               |  |   |            |  |   |            |  |   |          |   |   |              |  |   |             |   |   |          |  
|Net loss                                      |  | -             |  |   | -          |  |   | -          |  |   | -        |   |   | -            |  |   | (3,645      | ) |   | (3,645   | )
|                                              |  |               |  |   |            |  |   |            |  |   |          |   |   |              |  |   |             |   |   |          |  
|Balance, July 31, 2002                        |  | 12,000,000    |  |   | 12,000     |  |   | 54,000     |  |   | -        |   |   | -            |  |   | (10,640     | ) |   | 55,360   |  
|                                              |  |               |  |   |            |  |   |            |  |   |          |   |   |              |  |   |             |   |   |          |  
|Common stock issued for cash at $0.05         |  |               |  |   |            |  |   |            |  |   |          |   |   |              |  |   |             |   |   |          |  
|per share,
      August 15, 2002              |  | 40,000        |  |   | 40         |  |   | 1,960      |  |   | -        |   |   | -            |  |   | -           |   |   | 2,000    |  
|Common stock issued for cash at $0.05         |  |               |  |   |            |  |   |            |  |   |          |   |   |              |  |   |             |   |   |          |  
|per share,
      December 31, 2002            |  | 54,000        |  |   | 54         |  |   | 2,646      |  |   | -        |   |   | -            |  |   | -           |   |   | 2,700    |  
|Net loss                                      |  | -             |  |   | -          |  |   | -          |  |   | -        |   |   | -            |  |   | (5,722      | ) |   | (5,722   | )
|                                              |  |               |  |   |            |  |   |            |  |   |          |   |   |              |  |   |             |   |   |          |  
|Balance, July 31, 2003                        |  | 12,094,000    |  |   | 12,094     |  |   | 58,606     |  |   | -        |   |   | -            |  |   | (16,362     | ) |   | 54,338   |  
|                                              |  |               |  |   |            |  |   |            |  |   |          |   |   |              |  |   |             |   |   |          |  
|Contributed executive services                |  | -             |  |   | -          |  |   | 60,000     |  |   | -        |   |   | -            |  |   | -           |   |   | 60,000   |  
|Obligation to issue shares for patent         |  | -             |  |   | -          |  |   | -          |  |   | 7,500    |   |   |              |  |   | -           |   |   | 7,500    |  
|Net loss                                      |  | -             |  |   | -          |  |   | -          |  |   | -        |   |   | -            |  |   | (78,146     | ) |   | (78,146  | )
|                                              |  |               |  |   |            |  |   |            |  |   |          |   |   |              |  |   |             |   |   |          |  
|Balance, July 31, 2004                        |  | 12,094,000    |  |   | 12,094     |  |   | 118,606    |  |   | 7,500    |   |   | -            |  |   | (94,508     | ) |   | 43,692   |  
|                                              |  |               |  |   |            |  |   |            |  |   |          |   |   |              |  |   |             |   |   |          |  
|Contributed executive services                |  | -             |  |   | -          |  |   | 60,000     |  |   | -        |   |   | -            |  |   | -           |   |   | 60,000   |  
|Shares issued for patent                      |  | 150,000       |  |   | 150        |  |   | 7,350      |  |   | (7,500   | ) |   | -            |  |   | -           |   |   | -        |  
|Share subscriptions                           |  |               |  |   |            |  |   |            |  |   |          |   |   | 33,960       |  |   |             |   |   | 33,960   |  
|Net loss                                      |  | -             |  |   | -          |  |   | -          |  |   | -        |   |   | -            |  |   | (139,743    | ) |   | (139,743 | )
|                                              |  |               |  |   |            |  |   |            |  |   |          |   |   |              |  |   |             |   |   |          |  
|Balance, July
      31, 2005                  |  | 12,244,000    |  | $ | 12,244     |  | $ | 185,956    |  | $ | -        |   | $ | 33,960       |  | $ | (234,251    | ) | $ | (2,091   | )

See accompanying notes

F-5

---

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

|                                                           |   | Period from        |   |   |               |   |   |               |  
|---------------------------------------------------------- | - | ------------------ | - | - | ------------- | - | - | ------------- | -
|                                                           |   | Inception          |   |   |               |   |   |               |  
|                                                           |   | (October 24, 2000) |   |   | Year ended    |   |   | Year ended    |  
|                                                           |   | to July 31, 2005   |   |   | July 31, 2005 |   |   | July 31, 2004 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                       |   |                    |   |   |               |   |   |               |  
|Net loss                                                   | $ | (234,251           | ) | $ | (139,743      | ) | $ | (78,146       | )
|Items not affecting cash:                                  |   |                    |   |   |               |   |   |               |  
|Contributed
      executive services                       |   | 120,000            |   |   | 60,000        |   |   | 60,000        |  
|Changes in non-cash working capital items                  |   |                    |   |   |               |   |   |               |  
|Increase
      in accounts payable and accrued liabilities |   | 26,566             |   |   | 20,736        |   |   | 5,830         |  
|Increase in accounts payable and accrued                   |   |                    |   |   |               |   |   |               |  
|liabilities
      - related party                          |   | 4,800              |   |   | 2,400         |   |   | -             |  
|                                                           |   |                    |   |   |               |   |   |               |  
|Net cash used in operating activities                      |   | (82,885            | ) |   | (56,607       | ) |   | (12,316       | )
|                                                           |   |                    |   |   |               |   |   |               |  
|                                                           |   |                    |   |   |               |   |   |               |  
|CASH FLOWS FROM FINANCING ACTIVITIES                       |   |                    |   |   |               |   |   |               |  
|Proceeds from the issuance of common stock                 |   | 70,700             |   |   | -             |   |   | -             |  
|Increase in due to related parties                         |   | 22,300             |   | $ | 20,500        |   |   | -             |  
|Share subscriptions                                        |   | 33,960             |   |   | 33,960        |   |   | -             |  
|Net cash provided by financing activities                  |   | 126,960            |   |   | 54,460        |   |   | -             |  
|                                                           |   |                    |   |   |               |   |   |               |  
|CASH FLOWS FROM INVESTMENT ACTIVITIES                      |   |                    |   |   |               |   |   |               |  
|Acquisition of patent                                      |   | (10,000            | ) |   | -             |   |   | (10,000       | )
|Net cash used in investment activities                     |   | (10,000            | ) |   | -             |   |   | (10,000       | )
|                                                           |   |                    |   |   |               |   |   |               |  
|Change in cash and cash equivalents for
      the period   |   | 34,075             |   |   | (2,147        | ) |   | (22,316       | )
|                                                           |   |                    |   |   |               |   |   |               |  
|Cash and cash equivalents, beginning                       |   | -                  |   |   | 36,222        |   |   | 58,538        |  
|                                                           |   |                    |   |   |               |   |   |               |  
|Cash and cash equivalents, ending                          | $ | 34,075             |   | $ | 34,075        |   | $ | 36,222        |  
|                                                           |   |                    |   |   |               |   |   |               |  
|Cash paid for interest during the year                     | $ | -                  |   | $ | -             |   | $ | -             |  
|                                                           |   |                    |   |   |               |   |   |               |  
|Cash paid for income taxes during the year                 | $ | -                  |   | $ | -             |   | $ | -             |  

See accompanying notes

F-6

---

|INFITECH VENTURES INC.              
|------------------------------------
|(A Development Stage Company)       
|NOTES TO THE FINANCIAL STATEMENTS   
|(Expressed in United States Dollars)
|July 31, 2005                       

|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 intends 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.                                                                                                                                                                                                                                            

| |                                                          |   | July
      31, |  
| | -------------------------------------------------------- | - | -------------- | -
| |                                                          |   | 2005           |  
| | Deficit accumulated during the developmental
      stage | $ | (234,251       | )
| | Working capital (deficiency)                             | $ | ( 19,591       | )

|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.

F-7

---

|INFITECH VENTURES INC.              
|------------------------------------
|(A Development Stage Company)       
|NOTES TO THE FINANCIAL STATEMENTS   
|(Expressed in United States Dollars)
|July 31, 2005                       

|3. | SIGNIFICANT ACCOUNTING POLICIES (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | 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.                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | 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, 2005 and 2004, 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, 2005, and 2004
        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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

F-8

---

|INFITECH VENTURES INC.              
|------------------------------------
|(A Development Stage Company)       
|NOTES TO THE FINANCIAL STATEMENTS   
|(Expressed in United States Dollars)
|July 31, 2005                       

|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.                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Company further agreed to pay the inventor
        approximately $750 (Cdn $1,000) per month as consulting fees for a period
        of twelve months, commencing June 2004. The final payment was made in
        May 2005. In connection with the services provided by the inventor, the
        Company receives a paraffin wax compound from a third party free of charge.
        The total value of this paraffin wax compound received by the Company
        to July 31, 2005, was not significant.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | As the Companys common stock was not
        publicly traded at the time of issuance, the Company used the last price
        at which the Companys common stock was issued, being $0.05 per share,
        to determine the approximate current fair value of the 150,000 shares
        of common stock issued to the inventor.                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Further, as the patent application has yet
        to be formally certified, no amortization expense has been recorded. Once
        the patent is approved, the cost of this asset will be amortized over
        its useful life. The patent application was due to expire on July 17,
        2005, and the Company has filed the necessary patent examination applications
        prior to that date.                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|5. | SHARE SUBSCRIPTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | In July 2005, the Company received total proceeds
        of $33,960 for share subscriptions towards the future issuance of 566,000
        shares. These shares have not yet been issued.                                                                                                                                                                                                                                                                                                                     

F-9

---

|INFITECH VENTURES INC.              
|------------------------------------
|(A Development Stage Company)       
|NOTES TO THE FINANCIAL STATEMENTS   
|(Expressed in United States Dollars)
|July 31, 2005                       

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

| |                                                           |   | July 31, |  
| | --------------------------------------------------------- | - | -------- | -
| |                                                           |   | 2005     |  
| | Net loss                                                  | $ | (139,743 | )
| |                                                           |   |          |  
| | Expected income tax recovery                              | $ | 48,910   |  
| | Unrecognized current benefit of operating losses          |   | (48,910  | )
| |                                                           |   |          |  
| | Total income taxes                                        | $ | -        |  
| |                                                           |   |          |  
| | The Companys
      total income tax asset is as follows: |   |          |  
| |                                                           |   | 2005     |  
| | Tax benefit of net operating loss carry forward           | $ | 81,988   |  
| | Valuation allowance                                       |   | (81,988  | )
| |                                                           | $ | -        |  

|   | The Company has net operating loss carryforwards of
        approximately $234,250 available for deduction against future years taxable
        income. The valuation allowance increased to $81,988 during the year ended
        July 31, 2005, since the realization of the net operating loss carryforwards
        are doubtful. It is reasonably possible that the Companys estimate
        of the valuation allowance will change. The operating loss carryforwards
        will expire at various times through 2025.                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | At July 31, 2005, there is $22,300 (2004 - $1,800) 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, 2005.                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | For each of the years ended July 31, 2005, and 2004
        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.                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|8. | FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Companys financial instruments consist of
        cash and cash equivalents, 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.

F-10

---

|INFITECH VENTURES INC.              
|------------------------------------
|(A Development Stage Company)       
|NOTES TO THE FINANCIAL STATEMENTS   
|(Expressed in United States Dollars)
|July 31, 2005                       

|9.  | 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.                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10. | SUBSEQUENT EVENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Subsequent to July 31, 2005, the Company received proceeds
        of $2,100 for share subscriptions towards the future issuance of 35,000
        shares. These shares have not yet been issued.                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | We completed an offering of 601,000 shares of our common
        stock at a price of $0.06 per share to a total of 6 purchasers on October
        17, 2005. The total amount we received from this offering was $36,060
        which includes the share subscriptions noted above. We completed the offering
        pursuant to Regulation S of the Securities Act and Canadian National Instrument
        45-106. The sale of the above securities were not registered pursuant
        to the Securities Act.

F-11

---

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

None.

ITEM 8A.    CONTROLS AND
PROCEDURES.

Evaluation Of Disclosure Controls And Procedures

As of the end of the period covered by this report, our
management carried out an evaluation, under the supervision and with the
participation of our principal executive officer and principal financial
officer, of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act). Based on this evaluation, our principal executive officer and
principal financial officer has concluded that our disclosure controls and
procedures are, as of the date covered by this Annual Report, effective to
ensure that the information required to be disclosed by us in the reports that
we file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC rules and forms.

Changes In Internal Controls Over Financial
Reporting

In connection with the evaluation of our internal controls
during our last fiscal quarter, our principal executive officer and principal
financial officer has determined that there have been no changes to our internal
controls over financial reporting that has materially affected, or is reasonably
likely to materially affect, our internal controls over financial reporting.

ITEM 8B.     OTHER
INFORMATION.

None.

24

---

PART III

ITEM 9.     DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE
EXCHANGE ACT.

The following information sets forth the name of our sole
officer and director, his present positions with our company, and his
biographical information.

|Name         | Age | Positions                                                         
|------------ | --- | ------------------------------------------------------------------
|             |     |                                                                   
|Paul G. Daly | 55  | Chief Executive Officer, Chief Financial
      Officer, President,
|             |     | Secretary, Treasurer 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 the Company. 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 appointed for one-year terms to hold office
until the next annual general meeting of the holders of the our common stock, as
provided by Section 78.330 of the Nevada Revised Statutes, or until their
successors are elected and qualified or until they resign or are removed from
office in accordance with our bylaws. Our officers are appointed by our board of
directors and hold office until removed by our board.

Committees of the Board of Directors

We do not presently have an audit committee, compensation
committee, nominating committee, executive committee, stock plan committee or
any other committees of our board of directors. As such, Mr. Daly acts in those
capacities as our sole director.

Audit Committee Financial Expert

Mr. Daly is our sole director and does not qualify as an audit
committee financial expert. We believe that the cost related to retaining such
a financial expert at this time is prohibitive. Further, because we are in the
start-up stage of our business operations, we believe the services of an audit
committee financial expert are not warranted at this time.

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 two technical consultants,
Dr. C.C. Shen and the inventor of our Wax Technology, William Nelson, who are
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. Pursuant to our Technology Agreement with
Mr. Nelson, Mr. Nelson has agreed to provide these services to us for a period
of twelve months, beginning on June 1, 2004. Under the Technology Agreement, we
agreed to pay Mr. Nelson a consulting fee of $750 (CDN $1,000) per month for a
period of twelve months commencing June, 2004 to assist us with technical issues
related to the manufacture, use and improvement of the Wax Technology. We made a
final payment of $750 to Mr. Nelson in May, 2005 pursuant to our consulting
arrangements with Mr. Nelson. 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.

Dr. C.C. Shen acts as a special advisor to us on
technical matters related to product development, operational issues and client
development. We currently do not have a written consultation agreement with Dr.
Shen. Dr. Shen is a former business associate and co-worker of Paul G. Daly and
is an expert in wastewater treatment design. Because of our limited financial
resources and because we are not actively pursuing opportunities in wastewater
treatment systems at this time, Dr. Shen has verbally agreed to provide us with
technical advice free of charge to assist in our evaluation of prospective
wastewater treatment technologies. If we determine that we require extensive
technical studies or engineering work to be performed, we will enter into a
formal consultancy agreement with Dr. Shen.

Dr. Shen received a Bachelor of Science degree in 1970 from
Chung-Yuang College of Science and Engineering in Taiwan, and a PhD in Chemical
Engineering from the University of Idaho in 1976. Dr. Shen completed his
doctoral thesis conducting research work on deep tank wastewater treatment
processes and has spent more than 20 years in the wastewater treatment industry.
He has been directly involved in the process design of several industrial and
municipal wastewater plants in North America and Asia. In addition to his
extensive process design experience, Dr. Shen has participated in the start-up,
commissioning, and operations training of over 13 full scale wastewater plants
around the world. Dr. Shen was employed by C-I-L Inc. from 1977 to1986, serving
in various senior engineering positions within its environmental business, Eco
Technology. In 1986, he assumed the position of Engineering Manager with Deep
Shaft Technology Inc. where he was involved in the design of wastewater plants.
Dr. Shen joined Zeneca Bio Products (now Astra-Zeneca) in 1992 where he worked
as a Senior Process Engineer until 1996. Since 1996, Dr. Shen has continued his
work in the environmental/engineering field, heading his own consulting firm,
Shen and Associates.

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 ten percent
of our equity securities (collectively, Reporting Persons) to file reports of
ownership and changes in ownership with the SEC. Reporting Persons are required
by SEC regulation to furnish us with copies of all Section 16(a) forms they
file. Based on our review of the copies of such forms received by us, there were
no Reporting Persons who failed to file on a timely basis, reports required by
Section 16(a) of the Exchange Act.

26

---

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.
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 10.     EXECUTIVE
COMPENSATION.

We do not currently have a bonus, profit sharing or deferred
compensation plan for the benefit of our employees, officers or directors and we
have not had any such plans since our inception. We have not paid any salaries
or other compensation to our officers, directors or employees since our
inception. However, we have recorded in our financial statements the fair value
of executive services provided to us at no cost as contributed executive
services. We currently do not have an employment contract with Mr. Daly, our
sole director and our Chief Executive Officer, Chief Financial Officer,
President, Secretary and Treasurer.

Stock Option Grants

We did not grant any stock options to the executive officers or
directors during our most recently completed fiscal year ended July 31, 2005,
and we have not granted any stock options since our inception.

Compensation Arrangements

We do not pay to our directors or officers any salaries or
consulting fees. We anticipate that compensation may be paid to our officers in
the future. 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. We do currently do
not have any agreements for the compensation of our consultants.

ITEM 11.     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 27


---

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 24,
2005 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
    46.7%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
    46.7%


|(1) | Based on 12,845,000 shares of our common stock issued and
      outstanding as of October 24, 2005. Under Rule 13d-3, 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 shares of common stock actually outstanding on
      October 24, 2005.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM 12.     CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS.

We were incorporated on October 24, 2000 by Paul G. Daly,
currently our sole director and our Chief Executive Officer, Chief Financial
Officer, President, Secretary and Treasurer. As such, Mr. Daly may be considered
to be a promoter of the Company. On November 13, 2000, we issued to Mr. Daly
6,000,000 shares of our common stock at a price of $0.001 per share for total
proceeds of $6,000. We lease our office space located at 20 Lyall Avenue,
Toronto, Ontario, Canada from Mr. Daly at a cost of $200 per month.

Except as described above, none of the following parties has,
since our date of incorporation, 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:

| | (1) | Any of our directors or officers;                                                                                                                                           
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Any person proposed as a nominee for election as a
      director;                                                                                                          
| | (3) | 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;
| | (4) | Any of our promoters; and                                                                                                                                                   

28



---

| | (5) | Any relative or spouse of any of the foregoing persons
      who has the same house as such person.
| | --- | ---------------------------------------------------------------------------------------------------

During the year ended July 31, 2005, we borrowed $20,500.00
from Paul G. Daly, our founder and our Chief Executive Officer, Chief Financial
Officer, President, Secretary and Treasurer, all of which is being used by us as
general working capital. The amounts borrowed are unsecured, non-interest
bearing and are due on demand.

ITEM 13.     EXHIBITS.

(a) Exhibits

The following exhibits are either provided with this Annual
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)                                                                 
|14.1                 |  | Code of Ethics.                                                                                                                                       
|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.

|(1) | Filed as an exhibit to our Registration Statement on Form
      10-SB originally filed with the SEC on February 15, 2005, as
    amended.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------



**ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND
SERVICES.**

**Audit Fees**

|                   |  | Year Ended July 31, 2005 |  |  | Year Ended July 31, 2004 | 
|------------------ |  | ------------------------ |  |  | ------------------------ | 
|                   |  |                          |  |  |                          | 
|Audit Fees         |  | $23,145                  |  |  | $8,790                   | 
|Audit Related Fees |  | 0                        |  |  | 0                        | 
|Tax Fees           |  | 0                        |  |  | 0                        | 
|All Other Fees     |  | 0                        |  |  | 0                        | 
|Total              |  | $23,145                  |  |  | $8,790                   | 

Our sole director pre-approves all non-audit services to be
performed by our principal accountant.

29

---

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

| | INFITECH VENTURES INC.
| | ----------------------
| |                       
| |                       
| | By:                   
| |                       
| |                       
| |                       
| |                       
| |                       
| | Date:                 

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

| | By:   | /s/ Paul G. Daly                                              
| | ----- | --------------------------------------------------------------
| |       | PAUL G. DALY                                                  
| |       | President, Secretary, Treasurer, Chief Executive Officer and  
| |       | Chief Financial Officer                                       
| |       | (Principal Executive Officer and Principal Accounting Officer)
| |       |                                                               
| | Date: | November 8, 2005                                              

---