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

FORM 10-QSB

**x**  Quarterly
  Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  For the three month period ended January 31, 2004.

** ̈******
  Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of
  1934
  For the transition period _______ to ________

Commission File Number0-29431

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

|Nevada                                         | 52-2151795                       
|---------------------------------------------- | ---------------------------------
|(State or other jurisdiction of                | (IRS Employer Identification No.)
|incorporation or organization)                 |                                  
|                                               |                                  
|Box 18, 323-595 Howe Street
      Vancouver,   |                                  
|British Columbia, Canada                       | V6C 2T5                          
|(Address of principal executive
      offices) | (Postal or Zip Code)             

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

_____________________________________________________________________ 
  (Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to
  be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding 12 months (or for such shorter period that the issuer was required
  to file such reports), and (2) has been subject to such filing requirements
  for the past 90 days      **x**
  Yes ** ̈******
  No

State the number of shares outstanding of each of the issuers
  classes of common stock, as of the latest practicable date: 5,853,500 Shares
  of $0.001 par value Common Stock outstanding as of January 31, 2004.

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PART 1  FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying unaudited financial statements have been
  prepared in accordance with the instructions to Form 10-QSB and Item 310 (b)
  of Regulation S-B, and, therefore, do not include all information and footnotes
  necessary for a complete presentation of financial position, results of operations,
  cash flows, and stockholders equity in conformity with generally accepted
  accounting principles. In the opinion of management, all adjustments considered
  necessary for a fair presentation of the results of operations and financial
  position have been included and all such adjustments are of a normal recurring
  nature. Operating results for the three months ended January 31, 2004 are not
  necessarily indicative of the results that can be expected for the year ending
  October 31, 2004.

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INFINEX VENTURES, INC. (A Development Stage Company)



FINANCIAL STATEMENTS



JANUARY 31, 2004 (Unaudited) 
  (Stated in U.S. Dollars)

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INFINEX VENTURES, INC. (A Development Stage Company)

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

|                                                           |   | JANUARY
      31 |   |   | OCTOBER
      31 |  
|---------------------------------------------------------- | - | ---------------- | - | - | ---------------- | -
|                                                           |   | 2004             |   |   | 2003             |  
|                                                           |   |                  |   |   |                  |  
|ASSETS                                                     |   |                  |   |   |                  |  
|                                                           |   |                  |   |   |                  |  
|Current                                                    |   |                  |   |   |                  |  
|Cash                                                       | $ | 704              |   | $ | 3,811            |  
|                                                           |   |                  |   |   |                  |  
|LIABILITIES                                                |   |                  |   |   |                  |  
|                                                           |   |                  |   |   |                  |  
|Current                                                    |   |                  |   |   |                  |  
|Accounts
      payable and accrued liabilities             | $ | 25,661           |   | $ | 25,228           |  
|Loans
      payable (Note 6)                               |   | 102,011          |   |   | 102,011          |  
|                                                           |   | 127,672          |   |   | 127,239          |  
|                                                           |   |                  |   |   |                  |  
|SHAREHOLDERS DEFICIENCY                                   |   |                  |   |   |                  |  
|                                                           |   |                  |   |   |                  |  
|Share Capital                                              |   |                  |   |   |                  |  
|Authorized:                                                |   |                  |   |   |                  |  
|75,000,000
      common shares, par value $0.001 per share |   |                  |   |   |                  |  
|                                                           |   |                  |   |   |                  |  
|Issued
      and outstanding:                              |   |                  |   |   |                  |  
|5,853,500
      common shares at January 31, 2004 and      |   |                  |   |   |                  |  
|October
      31, 2003                                     |   | 5,853            |   |   | 5,853            |  
|                                                           |   |                  |   |   |                  |  
|Additional
      paid-in capital                           |   | 399,500          |   |   | 399,500          |  
|                                                           |   |                  |   |   |                  |  
|Deficit Accumulated During The Development Stage           |   | (532,321         | ) |   | (528,781         | )
|                                                           |   | (126,968         | ) |   | (123,428         | )
|                                                           |   |                  |   |   |                  |  
|                                                           | $ | 704              |   | $ | 3,811            |  

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INFINEX VENTURES, INC. (A Development Stage Company)

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

|                                                                       |   |                    |   |   |            |   |   | INCEPTION   | 
|---------------------------------------------------------------------- | - | ------------------ | - | - | ---------- | - | - | ----------- | 
|                                                                       |   |                    |   |   |            |   |   | DECEMBER 30 | 
|                                                                       |   | THREE MONTHS ENDED |   |   | 1998 TO    |  
|                                                                       |   | JANUARY 31         |   |   | JANUARY 31 |  
|                                                                       |   | 2004               |   |   | 2003       |   |   | 2004        | 
|                                                                       |   |                    |   |   |            |   |   |             | 
|**Expenses**                                                           |   |                    |   |   |            |   |   |             | 
|Bank
      Charges                                                     | $ | 26                 |   | $ | 55         |   | $ | 556         | 
|Consulting                                                             |   | 1,000              |   |   | 1,000      |   |   | 6,500       | 
|Interest                                                               |   | 1,141              |   |   | 1,052      |   |   | 12,793      | 
|License
      fee (Note 4)                                             |   | -                  |   |   | -          |   |   | 400,000     | 
|Office
      facilities and sundry                                     |   | 658                |   |   | 5,397      |   |   | 17,721      | 
|Mineral
      property option payments and                             |   |                    |   |   |            |   |   |             | 
|exploration
      expenditures                                         |   | -                  |   |   | -          |   |   | 11,450      | 
|Professional
      fees                                                |   | 715                |   |   | 1,088      |   |   | 47,548      | 
|                                                                       |   |                    |   |   |            |   |   |             | 
|Net Loss For The Period                                                |   | 3,540              |   |   | 8,592      |   |   | 496,568     | 
|                                                                       |   |                    |   |   |            |   |   |             | 
|Deficit Accumulated During The Development                             |   |                    |   |   |            |   |   |             | 
|Stage,
      Beginning Of Period                                       |   | 528,781            |   |   | 103,007    |   |   | -           | 
|Excess Of Consideration Paid For Dollar                                |   |                    |   |   |            |   |   |             | 
|Maker,
      Inc. In Excess Of Additional Paid In                      |   |                    |   |   |            |   |   |             | 
|Capital
      At The Date Of The Transaction                           |   | -                  |   |   | -          |   |   | 35,753      | 
|                                                                       |   |                    |   |   |            |   |   |             | 
|Deficit Accumulated During The
      Development  Stage, End Of Period | $ | 532,321            |   | $ | 111,599    |   | $ | 532,321     | 
|                                                                       |   |                    |   |   |            |   |   |             | 
|Basic And Diluted Loss Per Share                                       | $ | (0.01              | ) | $ | (0.01      | ) |   |             | 
|                                                                       |   |                    |   |   |            |   |   |             | 
|Weighted Average Number Of Shares
      Outstanding                    |   | 5,853,500          |   |   | 5,353,500  |   |   |             | 

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INFINEX VENTURES, INC. (A Development Stage Company)

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

|                                                   |   |                    |   |   |            |   |   | INCEPTION   |  
|-------------------------------------------------- | - | ------------------ | - | - | ---------- | - | - | ----------- | -
|                                                   |   |                    |   |   |            |   |   | DECEMBER 30 |  
|                                                   |   | THREE MONTHS ENDED |   |   | 1998 TO    |  
|                                                   |   | JANUARY 31         |   |   | JANUARY 31 |  
|                                                   |   | 2004               |   |   | 2003       |   |   | 2004        |  
|                                                   |   |                    |   |   |            |   |   |             |  
|Cash Flows From Operating Activities               |   |                    |   |   |            |   |   |             |  
|Net
      loss for the period                      | $ | (3,540             | ) | $ | (8,592     | ) | $ | (496,568    | )
|                                                   |   |                    |   |   |            |   |   |             |  
|Adjustments To Reconcile Net Loss To Net           |   |                    |   |   |            |   |   |             |  
|Cash
      Used By Operating Activities            |   |                    |   |   |            |   |   |             |  
|Stock
      issued for other than cash             |   | -                  |   |   | -          |   |   | 402,750     |  
|Change
      in accounts payable                   |   | 433                |   |   | 3,571      |   |   | 25,661      |  
|                                                   |   | (3,107             | ) |   | (5,021     | ) |   | (68,157     | )
|                                                   |   |                    |   |   |            |   |   |             |  
|Cash Flows From Investing Activity                 |   |                    |   |   |            |   |   |             |  
|Investment
      in Dollar Maker, Inc.             |   | -                  |   |   | -          |   |   | (45,000     | )
|                                                   |   |                    |   |   |            |   |   |             |  
|Cash Flows From Financing Activities               |   |                    |   |   |            |   |   |             |  
|Share
      capital issued                         |   | -                  |   |   | -          |   |   | 11,850      |  
|Loans
      payable                                |   | -                  |   |   | 4,516      |   |   | 102,011     |  
|                                                   |   | -                  |   |   | 4,516      |   |   | 113,861     |  
|                                                   |   |                    |   |   |            |   |   |             |  
|Increase (Decrease) In Cash                        |   | (3,107             | ) |   | (505       | ) |   | 704         |  
|                                                   |   |                    |   |   |            |   |   |             |  
|Cash, Beginning Of Period                          |   | 3,811              |   |   | 2,022      |   |   | -           |  
|                                                   |   |                    |   |   |            |   |   |             |  
|Cash, End Of Period                                | $ | 704                |   | $ | 1,517      |   | $ | 704         |  
|                                                   |   |                    |   |   |            |   |   |             |  
|                                                   |   |                    |   |   |            |   |   |             |  
|Supplemental Disclosure Of Non-Cash Financing      |   |                    |   |   |            |   |   |             |  
|And Investing Activities                           |   |                    |   |   |            |   |   |             |  
|Common
      shares issued pursuant to acquisition |   |                    |   |   |            |   |   |             |  
|agreement                                          |   | -                  |   |   | -          |   |   | 1,000       |  

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INFINEX VENTURES, INC. (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2004 (Unaudited) 
  (Stated in U.S. Dollars)

|1. | BASIS OF PRESENTATION
      The unaudited financial statements as of January 31,
        2004 included herein have been prepared without audit pursuant to the
        rules and regulations of the Securities and Exchange Commission. Certain
        information and footnote disclosures normally included in financial statements
        prepared in accordance with United States generally accepted principles
        have been condensed or omitted pursuant to such rules and regulations.
        In the opinion of management, all adjustments (consisting of normal recurring
        accruals) considered necessary for a fair presentation have been included.
        It is suggested that these financial statements be read in conjunction
        with the October 31, 2003 audited financial statements and notes thereto.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2. | NATURE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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INFINEX VENTURES, INC. (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2004 (Unaudited) 
  (Stated in U.S. Dollars)

|**3.** | SIGNIFICANT ACCOUNTING POLICIES
      The financial statements of the Company have been prepared
        in accordance with generally accepted accounting principles in the United
        States of America. Because a precise determination of many assets and
        liabilities is dependent upon future events, the preparation of financial
        statements for a period necessarily involves the use of estimates which
        have been made using careful judgement.
      The financial statements have, in managements
        opinion, been properly prepared within reasonable limits of materiality
        and within the framework of the significant accounting policies summarized
        below:
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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INFINEX VENTURES, INC. (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2004 (Unaudited) 
  (Stated in U.S. Dollars)

|3. | SIGNIFICANT ACCOUNTING POLICIES(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4. | LICENSE AGREEMENT
      During the year ended October 31, 2003, the Company
        entered into a License Agreement with Santa Clara 2000 SRL, an Italian
        corporation, to acquire the exclusive patent rights to the nanotechnology
        concept, known as tunnelling magnetoresistance, in consideration of the
        issuance of 500,000 common shares (issued), and the agreement to pay a
        royalty in the amount of 10% of the net revenue derived from the use of
        the patent rights.

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INFINEX VENTURES, INC. (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2004 (Unaudited) 
  (Stated in U.S. Dollars)

|4. | LICENSE AGREEMENT(Continued)
      Since the future cash flows from the licensed patent
        rights cannot be determined at the date of acquisition, the cost has been
        charged to operations.                                                                                   
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                            
|5. | MINERAL PROPERTY INTEREST
      The Company has entered into an option agreement, as
        amended, to acquire a 100% interest, subject to a 2% net smelter royalty,
        in the Gossan 1 to 9 mining claims located in Blaine County, Idaho, for
        the following consideration:
|   |                                                                                                                                                                                                                                                                                            
|   | a)                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                            
|   | b)                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                            
|   | c)                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                            
|6. | LOANS PAYABLE                                                                                                                                                                                                                                                                              

| |                                                                                                                                                         |   | JANUARY 31 |  |   | OCTOBER 31 | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------- |  | - | ---------- | 
| |                                                                                                                                                         |   | 2004       |  |   | 2003       | 
| |                                                                                                                                                         |   |            |  |   |            | 
| | Repayable on demand with interest at 8% per annum                                                                                                       | $ | 45,000     |  | $ | 45,000     | 
| | Repayable on demand without interest                                                                                                                    |   | 57,011     |  |   | 57,011     | 
| |                                                                                                                                                         |   |            |  |   |            | 
| |                                                                                                                                                         | $ | 102,011    |  | $ | 102,011    | 
| |                                                                                                                                                         |   |            |  |   |            | 
| | At January 31, 2004, accounts payable
        and accrued liabilities include $12,793 (2003 - $8,512) of accrued interest
        on the loans payable.

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INFINEX VENTURES, INC. (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2004 (Unaudited) 
  (Stated in U.S. Dollars)

|7. | RELATED PARTY TRANSACTIONS
|-- | --------------------------
|   |                           
|   | a)                        
|   |                           
|   | b)                        
|   |                           
|8. | CONTINGENCY               
|   |                           
|   |                           

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Item 2. Plan of Operation

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

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

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

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

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

As of January 31, 2004, the Company had total assets of $704 consisting of cash on hand and total liabilities of $127,672 consisting of $25,661 in accounts payables and $102,011in loans payables.

For the period commencing December 30, 1998 (date of inception) to January 31, 2004, the Company has incurred a net loss of $496,568, and has generated no revenues. The future of the Company is dependent upon its ability to obtain financing and upon
future profitable operations from the development of its business.

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

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

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

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Forward-Looking Statements

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

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

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

PART II- OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 2. Changes in Securities

None.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

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Item 6. Exhibits and Report on Form 8-K

| | 31.1 | Certification
        of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002.                                               
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                   
| | 31.2 | Certification
        of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002.                                              
| |      |                                                                                                                                                                   
| | 32.1 | Certification
        of Chief Executive Officer pursuant to 18 U.S.C. section 1350,as
        adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002  
| |      |                                                                                                                                                                   
| | 32.2 | Certification
        of Chief Accounting Officer pursuant to U. S. C. section 1350, as adopted
        pursuant to section 906 of the Sarbanes-Oxley act of 2002.

There were no reports filed on Form 8-K during the three month period ended January 31, 2004.

SIGNATURES

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

|               | Infinex Ventures, Inc.  | 
|-------------- | ----------------------- | 
|               |                         | 
|March 3, 2004. | /s/Mario Aiello         | 
|               | Mario Aiello, President | 

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