---

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

FORM 10-KSB

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

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

Commission file number: 000-32843

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

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

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

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

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

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

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

Common Stock(Title of Class)

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

Yes x      
  No  ̈

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

---

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

Yes x      
  No  ̈

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

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

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

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

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

---

TABLE OF CONTENTS

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

---

PART I

ITEM 1: DESCRIPTION OF BUSINESS

Organization

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

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

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

Business of the Company

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

The Industry

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

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

---

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

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

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

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

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

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

TUNNELING MAGNETORESISTANCE AND MAGNETIC MEDIA

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

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

---

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

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

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

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

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

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

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

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

Summary of Invention

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

---

Risk Factors

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

LIMITED OPERATING HISTORY

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

FAILURE TO MANAGE GROWTH COULD HARM THE COMPANY

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

DEPENDENCE ON THIRD-PARTY PROVIDERS

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

UNPREDICTABILITY OF REVENUES

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

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

---

FUTURE CAPITAL NEEDS AND UNCERTAINTY OF ADDITIONAL FUNDING

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

NO ASSURANCE OF REVENUE OR OPERATING PROFITS

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

COMPETITION

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

PRODUCTS AND SERVICES

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

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

---

LACK OF EXPERIENCE

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

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

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES

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

INFRINGEMENT OF OUR INTELLECTUAL PROPERTY COULD HARM OUR
  BUSINESS

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

WE MAY BE UNABLE TO SECURE REQUIRED LICENSES

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

RELIANCE UPON UNPATENTED INFORMATION

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

---

HAZARDOUS MATERIALS; ENVIRONMENTAL MATTERS

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

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

Forward-Looking Statements

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

ITEM 2: DESCRIPTION OF PROPERTY

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

ITEM 3: LEGAL PROCEEDINGS

There are no legal proceedings pending or threatened against
  us.

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

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

---

PART II

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
  MATTERS

Market Information

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

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

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

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

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

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

Our Securities May Be Subject to Penny Stock Regulation.

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

Dividends

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

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

---

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

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

Plan of Operation

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

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

We anticipate incurring approximately $32,800 for administrative expenses
      including accounting and audit costs ($9,000) legal fees ($7,000), rent
      and office costs ($6,000), computer costs ($1,800), telephone costs ($1,800)
      and general administrative costs ($7,200).
    We are unable to estimate approximate costs for development and marketing
      of the nanotechnology assets we are acquiring until such time as we raise
      sufficient financing for operations and complete our acquisition of these
      assets.


Results of Operations

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

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

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

---

ITEM 7: FINANCIAL STATEMENTS





INFINEX VENTURES, INC.(A Development Stage Company)

FINANCIAL STATEMENTS

OCTOBER 31, 2003 AND 2002

(Stated in U.S. Dollars)





---



AUDITORS' REPORT

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

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

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

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

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

|Vancouver, B.C.  | Morgan & Company   
|---------------- | ---------------------
|                 |                      
|January 19, 2004 | Chartered Accountants

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

---

INFINEX VENTURES, INC.(A Development Stage Company)

BALANCE SHEETS(Stated in U.S. Dollars)

|                                                           | OCTOBER 31 |         
|---------------------------------------------------------- | ---------- | --------
|                                                           | 2003       |         
|                                                           |            |         
|ASSETS                                                     |            |         
|                                                           |            |         
|Current                                                    |            |         
|Cash                                                       | $          | 3,811   
|                                                           |            |         
|LIABILITIES                                                |            |         
|                                                           |            |         
|Current                                                    |            |         
|Accounts payable and accrued liabilities                   | $          | 25,228  
|Loans payable (Note 5)                                     |            | 102,011 
|                                                           |            | 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 October 31, 2003 and      |            |         
|5,353,500 common
      shares at October 31, 2002          |            | 5,853   
|                                                           |            |         
|Additional paid-in capital                                 |            | 399,500 
|                                                           |            |         
|Deficit Accumulated During The Development Stage           |            | (528,781
|                                                           |            | (123,428
|                                                           |            |         
|                                                           | $          | 3,811   
|                                                           |            |         

---

INFINEX VENTURES, INC.(A Development Stage Company)

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

|                                                      |             |           |            |   | INCEPTION   |  
|----------------------------------------------------- | ----------- | --------- | ---------- | - | ----------- | -
|                                                      |             |           |            |   | DECEMBER 30 |  
|                                                      | YEARS ENDED |           | 1998 TO    |  
|                                                      | OCTOBER 31  |           | OCTOBER 31 |  
|                                                      | 2003        |           | 2002       |   | 2003        |  
|                                                      |             |           |            |   |             |  
|Expenses                                              |             |           |            |   |             |  
|Bank charges                                          | $           | 189       |            | $ | 126         |  
|Consulting                                            |             | 3,000     |            |   | -           |  
|Interest                                              |             | 4,192     |            |   | 3,890       |  
|License fee (Note 3)                                  |             | 400,000   |            |   | -           |  
|Office facilities
      and sundry                    |             | 3,411     |            |   | 8,964       |  
|Mineral property option payments and                  |             |           |            |   |             |  
|exploration
      expenditures                        |             | -         |            |   | 2,100       |  
|Professional fees                                     |             | 14,982    |            |   | 5,727       |  
|                                                      |             |           |            |   |             |  
|Net Loss For The Year                                 |             | 425,774   |            |   | 20,807      |  
|                                                      |             |           |            |   |             |  
|Deficit AccumulatedDuring TheDevelopment              |             |           |            |   |             |  
|Stage, Beginning Of Year                              |             | 103,007   |            |   | 82,200      |  
|                                                      |             |           |            |   |             |  
|Excess Of Consideration Paid For Dollar Maker,        |             |           |            |   |             |  
|Inc. In Excess Of Additional Paid-In Capital
      At |             |           |            |   |             |  
|The Date Of The Transaction                           |             | -         |            |   | -           |  
|                                                      |             |           |            |   |             |  
|Deficit AccumulatedDuring TheDevelopment              |             |           |            |   |             |  
|Stage, End Of Year                                    | $           | 528,781   |            | $ | 103,007     |  
|                                                      |             |           |            |   |             |  
|Basic And Diluted Loss Per Share                      | $           | (0.08     | )          | $ | (0.01       | )
|                                                      |             |           |            |   |             |  
|                                                      |             |           |            |   |             |  
|Weighted AverageNumberOfShares                        |             |           |            |   |             |  
|Outstanding                                           |             | 5,527,473 |            |   | 5,353,500   |  
|                                                      |             |           |            |   |             |  

---

INFINEX VENTURES, INC.(A Development Stage Company)

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

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

---

INFINEX VENTURES, INC.(A Development Stage Company)

STATEMENT OF STOCKHOLDERS DEFICIENCYOCTOBER 31, 2003(Stated in U.S. Dollars)

|                                        | COMMON STOCK |  |        |       |            |  
|--------------------------------------- | ------------ |  | ------ | ----- | ---------- | -
|                                        |              |  |        |       | ADDITIONAL |  
|                                        |              |  |        |       | PAID-IN    |  
|                                        | SHARES       |  | AMOUNT |       | CAPITAL    |  
|                                        |              |  |        |       |            |  
|Shares issued for services              |              |  |        |       |            |  
|at $0.001                               | 2,500,000    |  | $      | 2,500 |            | $
|Shares issued for cash                  |              |  |        |       |            |  
|at $0.001                               | 2,500,000    |  |        | 2,500 |            |  
|Shares issued for mineral property      |              |  |        |       |            |  
|option at $0.001                        | 250,000      |  |        | 250   |            |  
|Shares issued for cash                  |              |  |        |       |            |  
|at $0.10                                | 93,500       |  |        | 93    |            |  
|Net loss for the period                 | -            |  |        | -     |            |  
|                                        |              |  |        |       |            |  
|Balance, October 31, 1999               | 5,343,500    |  |        | 5,343 |            |  
|                                        |              |  |        |       |            |  
|Net loss for the period                 | -            |  |        | -     |            |  
|                                        |              |  |        |       |            |  
|Balance, October 31, 2000               | 5,343,500    |  |        | 5,343 |            |  
|                                        |              |  |        |       |            |  
|Shares issued for acquisition of Dollar |              |  |        |       |            |  
|Maker, Inc. at $0.10                    | 10,000       |  |        | 10    |            |  
|Excess of consideration paid for Dollar |              |  |        |       |            |  
|Maker, Inc. in excess of additional     |              |  |        |       |            |  
|paid-in capital at the date of the      |              |  |        |       |            |  
|transaction                             | -            |  |        | -     |            |  
|Net loss for the year                   | -            |  |        | -     |            |  
|                                        |              |  |        |       |            |  
|Balance, October 31, 2001               | 5,353,500    |  |        | 5,353 |            |  
|                                        |              |  |        |       |            |  
|Net loss for the year                   | -            |  |        | -     |            |  
|                                        |              |  |        |       |            |  
|Balance, October 31, 2002               | 5,353,500    |  |        | 5,353 |            |  
|                                        |              |  |        |       |            |  
|Shares issued for license fee at $0.80  |              |  |        |       |            |  
|                                        | 500,000      |  |        | 500   |            |  
|Net loss for the year                   | -            |  |        | -     |            |  
|                                        |              |  |        |       |            |  
|Balance, October 31, 2003               | 5,853,500    |  | $      | 5,853 |            | $
|                                        |              |  |        |       |            |  

---

INFINEX VENTURES, INC.(A Development Stage Company)

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

|1. | NATURE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Thefinancial statements of the Company
        have been prepared in accordance with generally accepted accounting principles
        in the United States of America. Because a precise determination of many
        assets andliabilities is dependent upon future events, the preparation
        of financial statements for a period necessarily involves the use of estimates
        which have been made using careful judgement.

---

INFINEX VENTURES, INC.(A Development Stage Company)

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

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
      The financial statements have, in managements opinion,
        been properly prepared within reasonable limits of materiality and within
        the framework of the significant accounting policies summarized below:
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | a)                                                                                                                                                                                                                                                                       
|   | b)                                                                                                                                                                                                                                                                       
|   | c)                                                                                                                                                                                                                                                                       
|   | d)                                                                                                                                                                                                                                                                       

---

INFINEX VENTURES, INC.(A Development Stage Company)

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

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3. | LICENSE AGREEMENT
      During the year ended October 31, 2003, the Company
        entered into a License Agreement with Santa Clara 2000 SRL, an Italian
        corporation, to acquire the exclusive patent rights to the nanotechnology
        concept, known as tunnelling magnetoresistance, in consideration of the
        issuance of 500,000 common shares (issued), and the agreement to pay a
        royalty in the amount of 10% of the net revenue derived from the use of
        the patent rights.
      Since the future cash flows from the licensed patent
        rights cannot be determined at the date of acquisition, the cost has been
        charged to operations.

---

INFINEX VENTURES, INC.(A Development Stage Company)

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

|4. | MINERAL PROPERTY INTEREST
      The Company has entered into an option agreement, as
        amended, to acquire a 100% interest, subject to a 2% net smelter royalty,
        in the Gossan 1 to 9 mining claims located in Blaine County, Idaho, for
        the following consideration:
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | a)                                                                                                                                                                                                                                                                                         
|   | b)                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                            
|   | c)                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                            

|5. | LOANS PAYABLE
|-- | -------------

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

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

|6. | RELATED PARTY TRANSACTIONS
|-- | --------------------------
|   | a)                        

---

INFINEX VENTURES, INC.(A Development Stage Company)

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

|6. | RELATED PARTY TRANSACTIONS(Continued)                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | b)                                                                                                                                                                                                                                                                          
|   | c)                                                                                                                                                                                                                                                                          
|7. | CONTINGENCY
      Mineral Property
      The Companys mineral property interest has been
        acquired pursuant to an option agreement. In order to retain its interest,
        the Company must satisfy the terms of the option agreement described in
        Note 4.

---

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

None.

PART III

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

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

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

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

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

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

---

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

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

ITEM 10: EXECUTIVE COMPENSATION

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

|              |              |  | Annual Compensation |  | Long Term Compensation |  |       |  |             
|------------- | ------------ |  | ------------------- |  | ---------------------- |  | ----- |  | ------------
|              |              |  |                     |  |                        |  |       |  | Other Annual
|Name (1)      | Title        |  | Year                |  | Salary                 |  | Bonus |  | Compensation
|              |              |  |                     |  |                        |  |       |  |             
|Mario Aiello  | President    |  | 2003                |  | $0                     |  | 0     |  | 0           
|              |              |  |                     |  |                        |  |       |  |             
|Earl Hope     | CFO/Director |  | 2003                |  | $0                     |  | 0     |  | 0           
|              |              |  |                     |  |                        |  |       |  |             
|Tom Raptis    | Director     |  | 2003                |  | $0                     |  | 0     |  | 0           
|              |              |  |                     |  |                        |  |       |  |             
|Gregory Yanke | Secretary    |  | 2003                |  | $0                     |  | 0     |  | 0           

Section 16(A) Beneficial Ownership Reporting Compliance

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

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

---

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
  AND MANAGEMENT

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

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

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

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

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

---

ITEM 13: EXHIBITS AND REPORTS

Exhibits

|31.1 | 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.

Reports on Form 8-K

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

---

SIGNATURES

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

Infinex Ventures, Inc.

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

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

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

---