SECURITIES AND EXCHANGE COMMISSION 
  WASHINGTON, D.C. 20549

FORM 10-KSB

ANNUAL REPORT PURSUANT TO 
  SECTION 13 OR 15(D) OF THE
  SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 2002

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to __________________

Commission file number: 000-32843

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

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

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

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

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

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

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

Common Stock(Title of Class)

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

Yes  X                  No
  _____

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



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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.)

$5,444,250 as at October 31, 2002

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

5,353,500



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TABLE OF CONTENTS

|                                                                                | Page | 
|------------------------------------------------------------------------------- | ---- | 
|                                                                                |      | 
|ITEM 1:   DESCRIPTION OF BUSINESS                                               | 4    | 
|                                                                                |      | 
|ITEM 2:   DESCRIPTION OF PROPERTY                                               | 11   | 
|                                                                                |      | 
|ITEM 3:   LEGAL PROCEEDINGS                                                     | 11   | 
|                                                                                |      | 
|ITEM 4:   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                   | 11   | 
|                                                                                |      | 
|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                                                  | 13   | 
|                                                                                |      | 
|ITEM 8:   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
      AND |      | 
|FINANCIAL
      DISCLOSURES                                                     | 22   | 
|                                                                                |      | 
|ITEM 9:   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
      PERSONS    | 22   | 
|                                                                                |      | 
|ITEM 10: EXECUTIVE COMPENSATION                                                 | 23   | 
|                                                                                |      | 
|ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT         | 24   | 
|                                                                                |      | 
|ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                         | 25   | 
|                                                                                |      | 
|ITEM 13: EXHIBITS AND REPORTS                                                   | 25   | 



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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.

Business of the 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 have 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 will also acquire a
  45% interest in Nano Worlds Italian subsidiary, Nano World Projects Europe
  S.P.A. In consideration of these assets, we have agreed to issue to Nano World
  2,200,000 shares of restricted common stock in our capital. As well, Nano World
  will retain a royalty equal to 3% of the gross revenues that we earn through
  the use of the patents. As of the date of this annual report, our agreement
  with Nano World has not closed. However, we are currently finalizing the documentation
  necessary to complete the Agreement.

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 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.



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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.

Nano World and the Dynamic Thin Laminar Flow Method

Pursuant to our Agreement with Nano World, we are purchasing
  patented technology known as the dynamic thin laminar flow ("DTLF") method.
  The DTLF method was invented in 1997 with the goal of rendering monolayer preparations
  compatible with industrial standards. A patent on the DTLF method was obtained
  in 1997 in Italy and subsequent patent applications have been filed in the United
  States and other countries.

Upon completion of the Agreement, we will be engaged solely
  in research and development of the DTLF technology. We are not currently engaged
  in any commercial production or licensing of the DTLF technology. As a result,
  we have no revenues and expect to incur losses during the foreseeable future.
  The DTLF technology and our ability to commence commercial exploitation of the
  patents are subject to additional proof of process research and development.
  We expect we will incur substantial additional costs and expenses during the
  foreseeable future in connection with research and development and construction
  of prototype commercial equipment. The DTLF method is an unproven concept. We
  are in the process of constructing an automated prototype that is expected to
  produce films applicable to the filter industry. We cannot provide any guarantee
  that we will have a working prototype completed within any specific time frame.

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The DTLF method places single monolayer molecules of nanoscopic
  particles one beside the other in a homogeneous, continuous thin film production.
  Large numbers of nanostructures linked together in a monolayer can facilitate
  larger scale actions such as a monolayer film that can function as a filter
  with the size of the pores controlled by the molecules that are utilized. Monolayers
  are abundant in nature, for example, in all human cells.

A key difficulty in producing monolayer films whose thickness
  is only a few nanometers is that they must be fabricated on a substrate whose
  surface corrugation is smaller than the size of a molecule. The prevalent methodology
  for producing such monolayer films has to date utilized the Langmuir-Blodgett
  method in which the molecularly-smooth water-air interface serves as a floating
  support for the molecular constituents of the film. The Langmuir-Blodgett method
  has been characterized as a single sheet, or single batch process, where production
  of each film is limited to single sheets and production of each new sheet requires
  starting the process over again. Although successful for research purposes,
  the Langmuir-Blodgett method is generally acknowledged as not commercially viable
  to the extent necessary to produce efficient, automated control nanostructure
  applications and products.

The DTLF method overcomes the limitations of the Langmuir-Blodgett
  method by producing monolayers in a homogeneous, continuous thin film. With
  the DTLF method, it is possible to produce monolayers of particles of either
  organic or inorganic material and apply them to either solid or liquid surfaces.
  The ultra thin monolayer films using the DTLF method places single molecules
  one beside the other in continuous sheets. The continuous production aspect
  distinguishes the DTLF method from single sheet monolayer production.

The DTLF technology is versatile and can accommodate a broad
  range of molecular qualities. For example, the use of various molecules in such
  monolayers can be controlled to obtain various conductivity qualities, isolator
  qualities, porous qualities and protective layer qualities.

The DTLF Method can also produce sheets to be used in multiple
  layer applications, where each constituent monolayer contains one or more of
  the foregoing distinct qualities. Such ultra thin films can vary in thickness
  from one nanometer to ten microns. The components of the DTLF method consist
  of mechanical and electrical elements, computer interfacing and software to
  control an elaborate feedback system. The mechanical system is expected to be
  relatively simple to build and does not require a high level of tolerance. However,
  the level of control of the parameters required to fabricate monolayer films
  is quite daunting as the surfaces that are in contact with the liquids must
  be perfectly clean. As well, the liquids and gas surrounding the films must
  be pure.

In addition, the precise amount of monolayer constituents
  and ancillary materials injected continuously into the system to obtain the
  desired properties of a given film must be controlled with a high degree of
  accuracy, and the temperature, humidity, and pressure within the monolayer films
  must also be controlled. A sophisticated monolayer film quality monitoring capability
  must therefore be devised that will activate a feedback electronic system that
  will modify the parameters of the system. Although we expect to develop or obtain
  these supplemental production instruments and components, there can be no assurance
  in this regard. The development of instrumentation will require significant
  research and development investments during the foreseeable future. There can
  be no assurance that any of our instrumentation will be successfully implemented
  or that it will provide a basis on which to successfully commercialize any of
  our products or applications.

Examples of research uses of monolayers are copious, including
  light emitting diodes, optical fiber fluorescence sensors, and optical second
  harmonic generation and photoelectric conversion optical interactions. In particular,
  one area of potential application for the DTLF method technology is in the area
  of filtration. Modern filters are mostly made in fibers randomly stacked on
  top of each other. We believe that the current construction of modern filter
  results in a considerable loss of efficiency. The filter expected to be produced
  using the DTLF method will be a membrane with a maximum density of pores, all
  having the same diameter. We expect the production process to be automated,
  thus providing for the

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consistency of quality. We believe that nanofilters produced
  using the DTLF method will provide a more efficient and effective filter for
  the following reasons: (1) a pre-determined filter diameter to ensure that all
  pores are equal; (2) In situ regeneration to facilitate easy elimination of
  dust using a simple back flow; (3) low costs of monolayer fabrication; (4) an
  exceptional flow rate due to maximum porosity and minimum thickness; and (5)
  a longer life because the increased number of pores per unit surface is expected
  to take longer to fill and the small mass of the nanofilter are expected to
  allow for the usage of several square meters.

We believe that given the nanofilter's performance in tests,
  the increased longevity of the nanofilter in white rooms, and the lightweight
  construction of the nanofilter, it will be primarily marketed towards the electronic
  industry, hospitals and aerospace companies. We believe that the nanofilter
  also has applications in the military for the prevention and blocking of viruses
  and other bacteriological matter.

We believe that the fabrication of monolayer films using a
  commercially viable technique has the potential of removing a bottleneck in
  nanotechnology in that it may enable mass production of parallel nanostructures
  that can be functionalized by a variety of means. The DTLF method combines features
  of the Langmuir-Blodgett method due to its theoretical ability to produce high
  quality monolayer films with a continuous, non-batch and fast methodology. The
  continuity of the DTLF method enables the system to potentially utilize highly
  efficient electronic feedback of all the parameters that control its operation
  with a substantially increased production rate relative to the Langmuir-Blodgett
  method.

Although we believe that nanofilters present a potential commercial
  application, there can be no assurance that we will realize profit from their
  production. Monolayer films are very weak mechanically in both lateral and transverse
  directions. It is possible, however, to strengthen the films in the transverse
  direction by sandwiching them in-between two supporting media and to strengthen
  them in the lateral direction by polymerizing of the constituent molecules.
  Exposure of the monolayer films to ambient conditions, be it temperature or
  humidity, may destroy them. Therefore, the constituent molecules must be carefully
  tailored for each specific application. Although the DTLF method is faster than
  the Langmuir-Blodgett method, it is much slower than most other commercial methods
  for fabrication of non-monolayer thin films. It is, therefore, necessary to
  identify viable niche areas where specialty monolayer filters can be competitive.

We do not intend to focus solely on nanofilter application
  and products based on the DTLF method technology. We intend to identify significant
  business opportunities where nanotechnology has the potential to play the pivotal
  role and to focus research and development efforts on such activities. Companies
  developing and marketing nanotechnology applications and products are expected
  to proliferate and the environment in which we operate is expected to become
  increasingly competitive.

We believe that the DTLF method has the potential to offer
  significant commercial advantages over existing monolayer fabrication methods,
  and in particular the well-accepted Langmuir Blodgett method. However, the DTLF
  method is still in research and development stage and has not yet been validated
  by a commercial prototype. The DTLF method requires substantial development
  to make it a viable technology. We expect that significant further investment
  is required to transform the DTLF method into a commercially practical technology,
  however, there can be no assurance of the availability of such capital at this
  time nor of commercially viable products, applications or services resulting
  from any expenditures of such capital.

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:



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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.

THE DTLF METHOD IS NEW AND UNPROVEN

Should the DTLF method not perform as we expect, we will be
  unable to develop commercial products and our business will fail. We believe
  that the DTLF method is innovative. As such, the method should be considered
  untested. We currently have no revenue generating products, and there is no
  guarantee that we ever will.

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.

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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 $2,022 at October
  31, 2002 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.

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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.

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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 750 West Pender Street,
  Suite 804, 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 30, 2001, 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 of our common shares
  traded on the OTC Bulletin Board:

|Period                             |   | High                    |  |   | Low  | 
|---------------------------------- | - | ----------------------- |  | - | ---- | 
|                                   |   |                         |  |   |      | 
|April 19, 2002 to April 30, 2002   |   | no trades during period | 
|May 1, 2002 to July 31, 2002       | $ | 0.05                    |  | $ | 0.05 | 
|August 1, 2002 to October 31, 2002 | $ | 2.10                    |  | $ | 0.58 | 

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 195 shareholders of record as at the date of this
  annual report.

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 Nano World (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 loan a total of $81,880
  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, 2002, we incurred a
  net loss of $20,807 consisting of office costs and sundry of $8,964, $5,727
  for legal and accounting fees, interest expenses due to Mr. Aiello pursuant
  to the above-noted loan of $3,890, mineral property option payments and exploration
  expenditures of $2,100 and bank charges of $126. Our net loss in fiscal 2002
  decreased by $6,542 as compared to fiscal 2001. This was primarily due to a
  decrease in legal and accounting fees. These fees were higher in fiscal 2001
  because we required significantly more professional services in connection with
  the filing of our registration statement on Form SB-2.

At October 31, 2001, we had cash on hand of $2,022 and accounts
  payable of $99,676, including the $81,880 in loans payable to Mr. Aiello.

ITEM 7: FINANCIAL STATEMENTS

INFINEX VENTURES, INC. (An Exploration Stage Company)

FINANCIAL STATEMENTS

OCTOBER 31, 2002 AND 2001
  (Stated in U.S. Dollars)







---



AUDITORS' REPORT

To the Directors
  Infinex Ventures, Inc. 
  (An exploration stage company)

We have audited the balance sheet of Infinex Ventures, Inc. (an exploration stage company) as at October 31, 2002 and 2001, and the statements of loss and deficit accumulated during the exploration stage, cash flows, and stockholders
deficiency for the years ended October 31, 2002 and 2001, and for the period from December 30, 1998 (date of inception) to October 31, 2002. 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, 2002 and 2001, and the results of its operations and cash flows for the years ended October 31, 2002 and
2001, and for the period from December 30, 1998 (date of inception) to October 31, 2002, 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 $67,254 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.      |  | */s/ Morgan & Company*   
|-------------------- |  | -------------------------
|                     |  |                          
|**January 17, 2003** |  | **Chartered Accountants**



|Tel: (604) 687-5841
        Fax: (604) 687-0075
        www.morgan-cas.com |  | P.O. Box 1007 Pacific Centre
          Suite 1488 - 700 West Georgia Street
          Vancouver, B.C. V7Y 1A1
|-------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------



---

INFINEX VENTURES, INC. (An Exploration Stage Company)

BALANCE SHEETS (Stated in U.S. Dollars)

|                                                           |   |            |  
|---------------------------------------------------------- | - | ---------- | -
|                                                           |   | OCTOBER 31 |  
|                                                           |   | 2002       |  
|                                                           |   |            |  
|                                                           |   |            |  
|ASSETS                                                     |   |            |  
|                                                           |   |            |  
|Current                                                    |   |            |  
|Cash                                                       | $ | 2,022      |  
|                                                           |   |            |  
|Mineral Property Interest(Note 3)                          |   | -          |  
|                                                           |   |            |  
|                                                           |   |            |  
|                                                           | $ | 2,022      |  
|                                                           |   |            |  
|                                                           |   |            |  
|LIABILITIES                                                |   |            |  
|                                                           |   |            |  
|Current                                                    |   |            |  
|Accounts
      payable and accrued liabilities             | $ | 17,796     |  
|Loans
      payable (Note 4)                               |   | 81,880     |  
|                                                           |   |            |  
|                                                           |   | 99,676     |  
|                                                           |   |            |  
|                                                           |   |            |  
|SHAREHOLDERS DEFICIENCY                                   |   |            |  
|                                                           |   |            |  
|Share Capital                                              |   |            |  
|Authorized:                                                |   |            |  
|75,000,000
      common shares, par value $0.001 per share |   |            |  
|                                                           |   |            |  
|Issued
      and outstanding:                              |   |            |  
|5,353,500
      common shares                              |   | 5,353      |  
|                                                           |   |            |  
|Deficit Accumulated During The Exploration
      Stage     |   | (103,007   | )
|                                                           |   |            |  
|                                                           |   | (97,654    | )
|                                                           |   |            |  
|                                                           |   |            |  
|                                                           | $ | 2,022      |  
|                                                           |   |            |  

|Approved by the Directors: |              
|-------------------------- | -------------
|                           |              
|                           |              
|/s/ Mario Aiello           | /s/ Earl Hope
|                           |              



---

INFINEX VENTURES, INC. (An Exploration Stage Company)

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

|                                                      |   |                        |  |   |            |  |   |                     | 
|----------------------------------------------------- | - | ---------------------- |  | - | ---------- |  | - | ------------------- | 
|                                                      |   |                        |  |   |            |  |   | INCEPTION           | 
|                                                      |   |                        |  |   |            |  |   | DECEMBER
        30 | 
|                                                      |   |                        |  |   |            |  |   | 1998 TO             | 
|                                                      |   | YEARS ENDED OCTOBER 31 |  |   | OCTOBER 31 | 
|                                                      |   | 2002                   |  |   | 2001       |  |   | 2002                | 
|                                                      |   |                        |  |   |            |  |   |                     | 
|                                                      |   |                        |  |   |            |  |   |                     | 
|Expenses                                              |   |                        |  |   |            |  |   |                     | 
|Bank
      charges                                    | $ | 126                    |  | $ | 50         |  | $ | 341                 | 
|Consulting                                            |   | -                      |  |   | -          |  |   | 2,500               | 
|Interest                                              |   | 3,890                  |  |   | 3,570      |  |   | 7,460               | 
|Office
      facilities and sundry                    |   | 8,964                  |  |   | 4,156      |  |   | 15,990              | 
|Mineral
      property option paymentsand             |   |                        |  |   |            |  |   |                     | 
|exploration
      expenditures                        |   | 2,100                  |  |   | 1,500      |  |   | 11,450              | 
|Professional
      fees                               |   | 5,727                  |  |   | 18,073     |  |   | 29,513              | 
|                                                      |   |                        |  |   |            |  |   |                     | 
|                                                      |   |                        |  |   |            |  |   |                     | 
|Net Loss For The Year                                 |   | 20,807                 |  |   | 27,349     |  |   | 67,254              | 
|                                                      |   |                        |  |   |            |  |   |                     | 
|Deficit Accumulated During The Exploration            |   |                        |  |   |            |  |   |                     | 
|Stage,
      Beginning Of Year                        |   | 82,200                 |  |   | 19,098     |  |   | -                   | 
|                                                      |   |                        |  |   |            |  |   |                     | 
|Excess Of Consideration Paid For Dollar
      Maker,  |   |                        |  |   |            |  |   |                     | 
|Inc.
      In Excess Of Additional Paid-In Capital At |   |                        |  |   |            |  |   |                     | 
|The
      Date Of The Transaction                     |   | -                      |  |   | 35,753     |  |   | 35,753              | 
|                                                      |   |                        |  |   |            |  |   |                     | 
|Deficit Accumulated During The Exploration            |   |                        |  |   |            |  |   |                     | 
|Stage,
      End Of Year                              | $ | 103,007                |  | $ | 82,200     |  | $ | 103,007             | 
|                                                      |   |                        |  |   |            |  |   |                     | 
|                                                      |   |                        |  |   |            |  |   |                     | 
|Net Loss Per Share                                    | $ | 0.004                  |  | $ | 0.005      |  |   |                     | 
|                                                      |   |                        |  |   |            |  |   |                     | 
|                                                      |   |                        |  |   |            |  |   |                     | 
|Weighted Average Number Of Shares                     |   |                        |  |   |            |  |   |                     | 
|Outstanding                                           |   | 5,353,500              |  |   | 5,351,034  |  |   |                     | 
|                                                      |   |                        |  |   |            |  |   |                     | 



---

INFINEX VENTURES, INC. (An Exploration Stage Company)

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

|                                                                             |   |             |   |   |            |   |   |                     |  
|---------------------------------------------------------------------------- | - | ----------- | - | - | ---------- | - | - | ------------------- | -
|                                                                             |   |             |   |   |            |   |   | INCEPTION           |  
|                                                                             |   |             |   |   |            |   |   | DECEMBER
        30 |  
|                                                                             |   | YEARS ENDED |   |   | 1998 TO    |  
|                                                                             |   | OCTOBER 31  |   |   | OCTOBER 31 |  
|                                                                             |   | 2002        |   |   | 2001       |   |   | 2002                |  
|                                                                             |   |             |   |   |            |   |   |                     |  
|                                                                             |   |             |   |   |            |   |   |                     |  
|Cash Flows From Operating Activities                                         |   |             |   |   |            |   |   |                     |  
|Net
      loss for the year                                                  | $ | (20,807     | ) | $ | (27,349    | ) | $ | (67,254             | )
|                                                                             |   |             |   |   |            |   |   |                     |  
|Adjustments To Reconcile Net Loss To Net
      Cash                          |   |             |   |   |            |   |   |                     |  
|Used By Operating Activities                                                 |   |             |   |   |            |   |   |                     |  
|Stock
      issued for other than cash                                       |   | -           |   |   | -          |   |   | 250                 |  
|Change
      in accounts payable and accrued                                 |   |             |   |   |            |   |   |                     |  
|liabilities                                                                  |   | 1,284       |   |   | 11,999     |   |   | 17,796              |  
|                                                                             |   |             |   |   |            |   |   |                     |  
|                                                                             |   | (19,523     | ) |   | (15,350    | ) |   | (49,208             | )
|                                                                             |   |             |   |   |            |   |   |                     |  
|                                                                             |   |             |   |   |            |   |   |                     |  
|Cash Flows From Investing Activity                                           |   |             |   |   |            |   |   |                     |  
|Investment
      in Dollar Maker, Inc.                                       |   | -           |   |   | (45,000    | ) |   | (45,000             | )
|                                                                             |   |             |   |   |            |   |   |                     |  
|                                                                             |   |             |   |   |            |   |   |                     |  
|Cash Flows From Financing Activities                                         |   |             |   |   |            |   |   |                     |  
|Share
      capital issued                                                   |   | -           |   |   | -          |   |   | 14,350              |  
|Loans
      payable                                                          |   | 21,039      |   |   | 60,841     |   |   | 81,880              |  
|                                                                             |   |             |   |   |            |   |   |                     |  
|                                                                             |   | 21,039      |   |   | 60,841     |   |   | 96,230              |  
|                                                                             |   |             |   |   |            |   |   |                     |  
|                                                                             |   |             |   |   |            |   |   |                     |  
|Increase (Decrease) In Cash                                                  |   | 1,516       |   |   | 491        |   |   | 2,022               |  
|                                                                             |   |             |   |   |            |   |   |                     |  
|Cash, Beginning Of Year                                                      |   | 506         |   |   | 15         |   |   | -                   |  
|                                                                             |   |             |   |   |            |   |   |                     |  
|                                                                             |   |             |   |   |            |   |   |                     |  
|Cash, End Of Year                                                            | $ | 2,022       |   | $ | 506        |   | $ | 2,022               |  
|                                                                             |   |             |   |   |            |   |   |                     |  
|                                                                             |   |             |   |   |            |   |   |                     |  
|                                                                             |   |             |   |   |            |   |   |                     |  
|SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING
      AND INVESTING ACTIVITIES |  
|Common
      shares issued pursuant to mineral                               |   |             |   |   |            |   |   |                     |  
|property
      option agreement                                              | $ | -           |   | $ | -          |   | $ | 250                 |  
|Common
      shares issued pursuant to acquisition                           |   |             |   |   |            |   |   |                     |  
|agreement                                                                    |   | -           |   |   | 1,000      |   |   | 1,000               |  
|                                                                             |   |             |   |   |            |   |   |                     |  



---

INFINEX VENTURES, INC. (An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS EQUITY (DEFICIENCY)

OCTOBER 31, 2002 (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     |  |   | 9,257      |  
|                                          |              |  |   |        |  |   |            |  
|Net loss for the period                   | -            |  |   | -      |  |   | -          |  
|                                          |              |  |   |        |  |   |            |  
|                                          |              |  |   |        |  |   |            |  
|Balance, October 31, 1999                 | 5,343,500    |  |   | 5,343  |  |   | 9,257      |  
|                                          |              |  |   |        |  |   |            |  
|Net loss for the period                   | -            |  |   | -      |  |   | -          |  
|                                          |              |  |   |        |  |   |            |  
|                                          |              |  |   |        |  |   |            |  
|Balance, October 31, 2000                 | 5,343,500    |  |   | 5,343  |  |   | 9,257      |  
|                                          |              |  |   |        |  |   |            |  
|Shares issued for acquisition of Dollar   |              |  |   |        |  |   |            |  
|Maker,
      Inc. at $0.10                | 10,000       |  |   | 10     |  |   | 990        |  
|                                          |              |  |   |        |  |   |            |  
|Excess of consideration paid for Dollar   |              |  |   |        |  |   |            |  
|Maker,
      Inc. in excess of additional |              |  |   |        |  |   |            |  
|paid-in
      capital at the date of the  |              |  |   |        |  |   |            |  
|transaction                               | -            |  |   | -      |  |   | (10,247    | )
|                                          |              |  |   |        |  |   |            |  
|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  |  | $ | -          |  
|                                          |              |  |   |        |  |   |            |  



---

INFINEX VENTURES, INC. (An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2002 AND 2001 (Stated in U.S. Dollars)

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



---

INFINEX VENTURES, INC. (An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2002 AND 2001 (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)                                                                                                                                                                                                                              
|  |                                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                 
|  | e)                                                                                                                                                                                                                              
|  |                                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                 



---

INFINEX VENTURES, INC. (An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2002 AND 2001 (Stated in U.S. Dollars)

|3. | MINERAL PROPERTY                                                                                                                                                                                                                                           
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                            
|   | 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)                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                            
|4. | LOANS PAYABLE                                                                                                                                                                                                                                              

| |                                                         |   | 2002   |  |   | 2001   | 
| | ------------------------------------------------------- | - | ------ |  | - | ------ | 
| |                                                         |   |        |  |   |        | 
| | Repayable on demand with interest at 8% per
      annum | $ | 45,000 |  | $ | 45,000 | 
| | Repayable on demand without interest                    |   | 36,880 |  |   | 15,841 | 
| |                                                         |   |        |  |   |        | 
| |                                                         |   |        |  |   |        | 
| |                                                         | $ | 81,880 |  | $ | 60,841 | 
| |                                                         |   |        |  |   |        | 

|5. | 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 3.



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INFINEX VENTURES, INC. (An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2002 AND 2001 (Stated in U.S. Dollars)



|6. | SUBSEQUENT EVENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company entered into
        an Asset Purchase Agreement with Nanoworld Projects Corporation to acquire
        patents and a 45% ownership interest in Nano World Projects Europe S.P.A.,
        an Italian company, in consideration of the issuance of 2,200,000 common
        shares, and the agreement to pay a royalty in the amount of 3% of the
        gross revenue earned through the issue of the patents. The agreement requires
        completion of the transaction by January 31, 2003.

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          | 53  | President, treasurer and | November 10, 2000      
|                      |     | director                 |                        
|Athanasios Tom Raptis | 44  | Director                 | November 10, 2000      
|Earl W. Hope          | 62  | Chief Financial Officer  | November 10, 2000      
|                      |     | and Director             |                        
|Gregory S. Yanke      | 33  | 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 11 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. He has been active in business development
  in various regions of China for the last three years. He was responsible for
  evaluating different business opportunities and was instrumental in negotiating
  a number of joint ventures for Chinese corporate entities.

ATHANASIOS TOM RAPTIS, a West Vancouver, B.C. entrepreneur,
  has 11 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 four 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. and Candorado Operating Company Ltd.

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, 2002.

---

|             |           |  | Annual Compensation |  |        |  | Long Term Compensation |  |              |  |                  | 
|------------ | --------- |  | ------------------- |  | ------ |  | ---------------------- |  | ------------ |  | ---------------- | 
|             |           |  |                     |  |        |  |                        |  | Other Annual |  | Restricted Stock | 
|Name (1)     | Title     |  | Year                |  | Salary |  | Bonus                  |  | Compensation |  | Awarded          | 
|Mario Aiello | President |  | 2002                |  | $0     |  | 0                      |  | 0            |  | 0                | 
|Earl Hope    | CFO/      |  | 2002                |  | $0     |  | 0                      |  | 0            |  | 0                | 
|             | Director  |  |                     |  |        |  |                        |  |              |  |                  | 
|Tom Raptis   | Director  |  | 2002                |  | $0     |  | 0                      |  | 0            |  | 0                | 
|Greg Yanke   | Secretary |  | 2002                |  | $0     |  | 0                      |  | 0            |  | 0                | 

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers
  and directors, and persons who beneficially own more than 10% of our equity
  securities, to file reports of ownership and changes in ownership with the Securities
  and Exchange Commission. Officers, directors and greater than 10% shareholders
  are required by SEC regulation to furnish us with copies of all Section 16(a)
  forms they file. Based on our review of the copies of such forms we received,
  we believe that during the fiscal year ended October 31, 2002 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              | 
|(Director)                  |         |  |              |  |                | 

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 25, 2002 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    | 51.65%                  
|                                  |                       |              |                         
|Common                            | Gregory S. Yanke      | 1,000        | .02%                    
|                                  |                       |              |                         
|Common                            | Athanasios Tom Raptis | 0            | 0%                      
|                                  |                       |              |                         
|Common                            | Earl W. Hope          | 0            | 0%                      
|                                  |                       |              |                         
|DIRECTORS AND OFFICERS AS A GROUP | 2,761,000             | 51.67%      

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 $81,880 to
  us. We have used $36,880 of this amount for general operating expenses. The
  remaining $45,000 was used to complete our merger agreement with Dollar Maker,
  Inc. Of the $81,880 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. To date, Mr. Yanke has not rendered any accounts
  to us.

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 |  |                                                                                                                                                                                 
|         |  |                                                                                                                                                                                 
|3.1      |  | Articles of Incorporation of Infinex Ventures, Inc.                                                                                                                             
|         |  | as amended. *                                                                                                                                                                   
|         |  |                                                                                                                                                                                 
|3.2      |  | By-Laws of Infinex Ventures, Inc. *                                                                                                                                             
|         |  |                                                                                                                                                                                 
|10.1     |  | Asset Purchase Agreement dated August 20, 2002 between Nano
      World Projects                                                                                                
|         |  | Corporation and Infinex Ventures, Inc. **                                                                                                                                       
|         |  |                                                                                                                                                                                 
|99.1     |  | Certification of Mario Aiello, Chief Executive Officer,
        pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002.
|         |  |                                                                                                                                                                                 
|99.2     |  | Certification of Earl W. Hope, Chief Financial Officer,
        pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002.



---

* incorporated by reference from our Form 8K12G3 that was
  originally filed with the commission on June 5, 2001.

** incorporated by reference from our Form 8K12G3 that was
  originally filed with the commission on September 5, 2002.

Reports on Form 8-K

During our fiscal quarter ended October 31, 2002, we filed
  a report on Form 8-K dated September 5, 2002 concerning our acquisition of certain
  assets from Nano World Projects Corporation.



---

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,
  Secretary & Director
                             Date:
  January 28, 2002

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,
  Secretary & Director
                             Date:
  February 11, 2003



By                       /s/
  Athanasios Tom Raptis                           Athanasios
  Tom Raptis
                             Director
                             Date:
  February 11, 2003



By                       /s/
  Earl Hope                           Earl
  Hope
                             Director
  
                             Date:
  February 11, 2003



---

Exhibit 99.1

Certification pursuant to 18 U.S.C. Section 1350 as adopted
  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

In connection with the Annual Report Pursuant to Section 13
  or 15(d) of the Securities Exchange Act of 1934 on Form 10-KSB of Infinex Ventures,
  Inc. (the "Company") for the period ended October 31, 2002, as filed with the
  Securities and Exchange Commission on the date hereof (the "Report"), I, Mario
  Aiello, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
  Sec.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
  that:

|1 | ) | the Report fully complies with the requirements
        of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended;
        and                   
|- | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |   |                                                                                                                                                                     
|2 | ) | the information contained in the Report
        fairly presents, in all material respects, the financial condition and
        results of operations of the Company.

Dated: February 11, 2003

/s/
  Mario Aiello
  Mario Aiello, Chief Executive Officer



---

Exhibit 99.2

Certification pursuant to 18 U.S.C. Section 1350 as adopted
  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

In connection with the Annual Report Pursuant to Section 13
  or 15(d) of the Securities Exchange Act of 1934 on Form 10-KSB of Infinex Ventures,
  Inc. (the "Company") for the period ended October 31, 2002, as filed with the
  Securities and Exchange Commission on the date hereof (the "Report"), I, Earl
  W. Hope, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
  Sec.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
  that:

|1 | ) | the Report fully complies with the requirements
        of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended;
        and                   
|- | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |   |                                                                                                                                                                     
|2 | ) | the information contained in the Report
        fairly presents, in all material respects, the financial condition and
        results of operations of the Company.

Dated: February 11, 2003

/s/
  Earl W. Hope
  Earl W. Hope, Chief Financial Officer



---