U.S. SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                FORM 10-KSB

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

           For the fiscal year ended November 30, 2002
                                     -----------------

[ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934
            For the transition period from _________ to _________.

                      Commission File No. 000-28729

                              INFE, INC.
     -----------------------------------------------------------------
     (Exact name of small business issuer as specified in its charter)


          FLORIDA                                             11-3144463
  -------------------------------                        -------------------
  (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                        Identification No.)

     7787 Leesburg Pike #200
       Falls Church, VA                                        22043
---------------------------------------                ---------------------
(Address of principal executive office)                     (Zip Code)

                             (703) 734-5650
                       ---------------------------
                       (Issuer's telephone number)

Securities registered under Section 12(g) of the Exchange Act:

                 Common Stock, par value $.0001 per share
                 ----------------------------------------
                            (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months 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 contained in this Form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]

State issuer's revenues for the reported transition period: $__________


As of November 30, 2002 the aggregate market value of the common stock held
by non-affiliates of the registrant was approximately $573,104, based on
the average of the closing bid and asked prices on that date of $0.04. As
of that date, there were 32,973,730 shares of the issuer's Common Stock
outstanding.

Transitional Small Business Disclosure Format.    YES [ ]     NO  [X]


<PAGE>


                             INFE, INC.

                            FORM 10-KSB

            FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2002

                          TABLE OF CONTENT

                                                                  PAGE NO.
PART 1

ITEM 1  Description of Business                                      1

ITEM 2  Description of Property                                      3

ITEM 3  Legal Proceedings                                            3

ITEM 4  Submission of Matters to a Vote of Security Holders          3


PART II

ITEM 5  Market for Common Equity and Related Stockholder Matters     4

ITEM 6  Management's Discussion and Analysis or Plan of Operation    5

ITEM 7  Financial Statements                                         10

ITEM 8  Changes In and Disagreements with Accountants on
        Accounting and Financial Disclosure                          10

PART III

ITEM 9	Directors, Executive Officers, Promoters and Control
        Persons; Compliance with Section 16(a) of the Exchange
        Act                                                          11

ITEM 10 Executive Compensation                                       12

ITEM 11	Security Ownership of Certain Beneficial Owners and
        Management                                                   14

ITEM 12 Certain Relationships and Related Transactions               14

ITEM 13 Exhibits and Reports on Form 8-K                             15

        Signatures                                                   17


<PAGE>



                            PART I

ITEM 1. DESCRIPTION OF BUSINESS

General
INFe, Inc. is a public, multi-faceted financial services company traded
on the Over The Counter (OTC) Bulletin Board under the symbol INFE.
INFe, Inc. ("the Company") operates as a merchant bank, investment bank
and business advisory services provider. The Company identifies "early
stage" undervalued private companies and assists them merge with "public
shell" companies and obtain financing through the reverse merger
process. In exchange for its services, the Company receives equity in
the client firm as well as ongoing cash fees through management
consulting contracts. Through careful due diligence in its selection of
client firms, the Company expects to gain appreciation of its equity
holdings as these portfolio clients grow. Currently, the Company holds
equity positions in several publicly-traded client companies.

As a function of its merchant banking activities, it is the intent of
the Company to make strategic acquisitions of early stage "high future
value" technology companies, provide infrastructure, incubation and
access to capital to grow its acquisition companies under the guidance
of seasoned public company management teams and eventually "spin off"
these acquisitions as independent public companies. Under this plan,
Company shareholders will become shareholders of the newly formed public
companies and share in the added value derived through these additional
equity holdings. The Company plans to grow recurring revenues and
earnings through its process of selective acquisition, scrubbing and
growing and eventual the "spin off" of its holdings.

The Company believes it has a significant advantage for the
implementation of its acquisition strategy because it has five wholly
owned subsidiaries that can be utilized to create new public companies
and has developed a network of referral acquisition companies through
its INFe- Ventures Inc, investment banking subsidiary. INFe-Ventures,
Inc. provides a significant inflow of companies seeking capital and/or
an acquisition or investment partner.

It is the goal of the Company to build significant revenue, asset and
shareholder value by executing its acquisition and "spin off" strategy
and by continuing to contract with new clients seeking reverse mergers
thereby obtaining additional equity and consulting fees as a source of
future asset growth and income.

	INFe is currently organized into four subsidiaries, which work
together to meet the needs of client companies.

        *       INFe-Ventures, Inc.
        *       INFe-Technologies, Inc.
        *       INFe-Human Resources, Inc.
        *       INFe-Relations, Inc.

In addition, The Company also owns and operates the subsidiary
ITCareerNet.com, Inc.

INFe-Ventures, Inc - provides financial and business consulting
services to its clients. The services offered include due diligence,
capital sourcing, mergers and acquisition consulting, and strategic
business planning. During 2003, we completed the design, programming
and implementation of the INFeVentureClub website. This website was
developed to greatly expand the business capabilities of INFe-
Ventures, Inc. by developing an Internet platform whereby accredited
investors get access to member companies as a method of facilitating
investment opportunities for both the member investors and companies.
Since the launch of this website, INFe-Ventures, Inc. executed


                                  1

<PAGE>


numerous contracts with companies seeking financing and has them
featured on the INFe-VentureClub website.

INFe-Human Resources, Inc. - provides human resource administrative
management, executive compensation plans and staffing services to
client companies. The company has an agreement in place for the spin
off control of this subsidiary to Daniels Advisory Group.


INFe-Technologies, Inc. - provides technology consulting, web site
design and integration, systems administration and software consulting
projects, serving as a technology outsourcing resource to its clients.

INFe-Relations, Inc. - provides investor and public relations services
to clients. Services offered include conventional investor relations,
the placement of client profiles on the INFe-VentureClub website, the
arrangement for multi-media advertising, and a variety of other public
relations services.

ITCareerNet.com, Inc. - is a technology based career site offering
member companies and job seekers a platform to locate each other.
Companies pay an annual subscription fee for access to the resume
database. Job seekers post their resumes and gain access to new career
opportunities. The service is free to job seekers. The Company also
offers software to automate the search and retrieval of resumes and
the posting of jobs by client companies. This service is offered on an
ASP basis.

The Market
The market for the Company's services is large. By specializing in the
micro-cap market and offering a portfolio of management consulting
services directed to accelerating growth for both publicly traded and
privately held companies, the Company has unlimited opportunities. Most
all companies in this market segment are in need of the services
provided by the Company, however many of these companies find it
difficult to afford them. Current financial market conditions are making
it increasingly difficult for companies in general to obtain capital.
This is especially true for emerging private companies. Because of this
condition, the reverse merger into a public shell is becoming an
increasingly popular method for a privately held company to obtain
access to capital in the microcap public markets. There are investment
banks that specialize in funding microcap public companies with
structured equity lines of credit that are not available to privately
held companies. This has created expanded business opportunities for the
company as more private companies seek out a merger into a public shell
as a means of gaining access to financing.
The Company has therefore developed contacts within the financial
services industry to provide financing for its clients and through the
success of this program is now considered a viable resource for access
to capital for the companies it services. The Company was successful in
arranging over $30 million in financing contracts for its client in
fiscal 2002.

Competition
The markets for all of our products and services are highly competitive.
Furthermore, we expect the markets for our products and services to
remain competitive as more companies offer competition in price,
support, value added services, and quality, among other factors. The
competition has not however prevented the Company from acquiring new
clients as the Company has developed a respected reputation in the
industry.

The INFe-Ventures subsidiary's primary competitors include a wide range
of companies that provide management consulting, strategic business
development support, introduction to capital sources and other services.
These include companies in the venture capital field as well as
broker/dealers and investment banks. The microcap business sector
however is a fragmented marketplace with no single player dominating the
field. As this subsidiary grows in experience and established track
record, new opportunities are expected to come from more established
companies seeking its services.




                                  2

<PAGE>

Employees
---------
As of the date of this prospectus we have no full-time employees with
the exception of two members of   Executive Management. We utilize a
varying number of independent contractors to provide services to our
clients.


ITEM 2. DESCRIPTION OF PROPERTY

We sub-lease approximately 1500 square feet of general office space at
7787 Leesburg Pike #200, Falls Church Virginia 22043, which space is
used as our principal executive offices. The sub-lease, which
commenced on October 1, 2001 and expires on September 30, 2002,
provides for a monthly payment of $3,521 and renews on a month to month
basis.  We have successfully eliminated other company paid regional
offices in a process to reduce overhead.


ITEM 3. LEGAL PROCEEDINGS

An action for collection of legal fees was filed against the Company
in the Fifteenth Judicial Circuit Court in and for the Palm Beach
county of Florida in February 2002. The Company denies owing the
amount in question and has engaged counsel to defend its position. As
of March 2003, the plaintiff's motion for a judgment in this matter
have been dismissed by the court. The company believes it will
eventually be able to settle this matter.

Venture Consultants LLC and others filed a complaint against the
Company and other defendants in the Circuit Court of Baltimore City.
The complaint alleges that the Company participated in a breach by
another defendant of that defendant's fiduciary duty to the plaintiff
in connection with the sale of certain assets of the Company.  The
complaint seeks a constructive trust and other unspecified damages.
The Company believes that his suit has been settled without its
involvement.

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

	None.




                                  3

<PAGE>


                               PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        Our common stock is traded on the OTC Bulletin Board under the
symbol "INFE"

	On August 17, 2001, each share of our common stock, $0.0001 par
value per share, was combined, reclassified and changed into one-
fourth (1/4) of one share of our common stock, $0.0001 par value.

	On July 10th 2002, the Company authorized a dividend of 2 for 1 to
shareholders of record as of that date.

        The following table sets forth the range of high and low sales
prices for our common stock for each quarterly period indicated, as
reported by the OTC Bulletin Board.  Such quotations reflect inter-
dealer prices without retail markup, markdown or commissions, and may
not necessarily represent actual transactions. Such prices have been
adjusted to reflect the 1 for 4 reverse split discussed above.

<TABLE>
<CAPTION>

                             High    Low     High     Low

                             Historical       As Adjusted
                             ----------       -----------
<S>                         <C>      <C>     <C>      <C>
Quarter Ended
-------------
November 30, 2002           $0.050   0.030   $ 0.050  0.050
August 31, 2002              0.010   0.040     0.100  0.050
May 31, 2002                 0.100   0.060     0.100  0.050
February 28, 2002            0.320   0.130     0.320  0.140

Quarter Ended
-------------
November 30, 2001           $0.280   0.040     0.280  0.040
August 31, 2001              0.110   0.040     0.440  0.160
May 31, 2001                 0.156   0.030     0.624  0.120
February 28, 2001            0.281   0.078     1.124  0.312

                             Historical       As Adjusted
                             ----------       -----------
Quarter Ended
-------------
November 30, 2000           $0.531   $0.125  $ 2.124 $0.500
August 31, 2000              0.813    0.250    3.252  1.000
May 31, 2000                 3.500    0.563   14.000  2.252
February 28, 2000            1.750    0.406    7.000  1.624
</TABLE>


        RECORD HOLDERS. As of March 24, 2003, the approximate number of
record holders of our common stock was 141 of which 9,030,111 shares
are held in street name.

        DIVIDEND POLICY. We have not paid cash dividends on our common
stock and we intend to retain any future earnings for the operation
and expansion of our business.



                                  4

<PAGE>


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS

The statements contained herein are not purely historical statements,
but rather include what we believe are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended and Section 21E of the Securities Exchange Act of 1934, as
amended.  These include statements about our expectations, beliefs,
intentions or strategies for the future, which are indicated by words
or phrases such as "anticipate," "expect," "intend," "plan," "will,"
"we believe," "the company believes", "management believes" and
similar words or phrases.  The forward-looking statements are based on
our current expectations and are subject to certain risks,
uncertainties and assumptions, including factors set forth in the
following discussion and in the discussions under "Business."  Our
actual results could differ materially from results anticipated in
these forward-looking statements.  All forward-looking statements
included in this document are based on information available to us on
the date hereof, and we assume no obligation to update any such
forward-looking statements.

General
-------

	INFe, Inc., headquartered in Northern Virginia, together with its
subsidiaries, offers a variety of business infrastructure services to
emerging growth public and private companies through its subsidiary
companies. To provide these services, INFe utilizes a group of
regulatory, compliance, financial and management experts, consisting
of persons inside the Company as well as outside consultants that are
available to consult with client companies.  INFe receives consulting
fees in exchange for its services which are paid either in cash,
equity instruments of the client company, including shares, options
and warrants, or some combination of cash and equity instruments.

	The Company recently announced plans to "spin off" certain of its
subsidiaries into separate public companies and dividend stock to INFe
shareholders in an effort to streamline its operations, and return the
Company to profitability. The proceeds of these transactions will be
used to pay down debt and re-position the Company for new operations.
Following the successful completion of these spin offs, the Company
will seek to acquire more traditional operating companies that have
recurring revenues and profits.

        Management of the Company believes that it has proven that its
business model has significant value to its client companies. The
Company has grown its revenues through increased contracts, developed
infrastructure and knowledge of the industry but must experience
additional growth in its business model before the Company can return to
profitability. Due to fluctuations in the stock market in general and
the business of holding a portfolio of equities in emerging companies as
a major component of revenue and cash flow unanticipated gains and
losses can occur for the Company. When stock prices are on the decline
as they have been for the past two years, the value of the Company's
portfolio holdings can decrease rapidly and the Company may not be able
to liquidate holdings in a timely fashion and at the values anticipated.
This can create unanticipated cash flow problems for the Company and put
additional pressure for the Company to reduce overhead, slowing growth
and profits. Company management is planning to improve the fundamentals
of its business model by seeking to raise additional working capital,
spinning off or liquidating operations that are not providing
substantial revenues and focusing on acquiring new recurring revenue
operations. Additionally, the Company has developed a business model for
the acquisition of existing public "shell companies" that would give it
an immediate marketing advantage to close additional business, increase
cash flow and profitability. To accelerate this plan, the Company has
launched the INFe-VentureClub, a community of accredited investors and
companies seeking access to capital. Plans are to present to accredited
investors the opportunity to acquire equity control of pubic shell
companies that would be merged with privately held companies under
contract with the Company and financed through the Company's banking
relationships.  The accredited investors would be provided a short-term
liquidity event as an exit strategy with anticipated above average gains
on their equity investment.

	INFe is currently organized into four subsidiaries, which work
together to meet the needs of client companies.

        *       INFe-Ventures, Inc.
        *       INFe-Technologies, Inc.
        *       INFe-Human Resources, Inc.
        *       INFe-Relations, Inc.

        In addition, The Company also owns and operates the subsidiary
ITCareerNet.com, Inc.



                                  5

<PAGE>

INFe-Ventures, Inc - provides financial and business consulting
services to its clients. The services offered include due diligence,
capital sourcing, mergers and acquisition consulting, and strategic
business planning. During 2003, we completed the design, programming
and implementation of the INFeVentureClub website. This website was
developed to greatly expand the business capabilities of INFe-
Ventures, Inc. by developing an Internet platform whereby accredited
investors get access to member companies as a method of facilitating
investment opportunities for both the member investors and companies.
Since the launch of this website, INFe-Ventures, Inc. executed
numerous contracts with companies seeking financing and has them
featured on the INFe-VentureClub website.

INFe-Human Resources, Inc. - provides human resource administrative
management, executive compensation plans and staffing services to
client companies. The company has an agreement in place for the spin
off control of this subsidiary to Daniels Advisory Group.

INFe-Technologies, Inc. - provides technology consulting, web site
design and integration, systems administration and software consulting
projects, serving as a technology outsourcing resource to its clients.
The subsidiary is an authorized value added reseller for Riverstone Networks,
Inc. The Company is seeking an acquisition candidate for this subsidiary.

INFe-Relations, Inc. - provides investor and public relations services
to clients. Services offered include conventional investor relations,
the placement of client profiles on the INFe-VentureClub website, the
arrangement for multi-media advertising, and a variety of other public
relations services.  The Company is seeking a acquisition candidate for this
subsidiary

ITCareerNet.com, Inc. - is a technology based career site offering
member companies and job seekers a platform to locate each other.
Companies pay an annual subscription fee for access to the resume
database. Job seekers post their resumes and gain access to new career
opportunities. The service is free to job seekers. The Company also
offers software to automate the search and retrieval of resumes and
the posting of jobs by client companies. This service is offered on an
ASP basis. The Company plans to "spin off" this subsidiary into an existing
public company shell as soon as a suitable opportunity becomes available.

The Market
----------

The market for the Company's services is large. By specializing in the
micro-cap market and offering a portfolio of management consulting
services directed to accelerating growth for both publicly traded and
privately held companies, the Company has unlimited opportunities. Most
all companies in this market segment are in need of the services
provided by the Company, however many of these companies find it
difficult to afford them. Current financial market conditions are making
it increasingly difficult for companies in general to obtain capital.
This is especially true for emerging private companies. Because of this
condition, the reverse merger into a public shell is becoming an
increasingly popular method for a privately held company to obtain
access to capital in the microcap public markets. There are investment
banks that specialize in funding microcap public companies with
structured equity lines of credit that are not available to privately
held companies. This has created expanded business opportunities for the
company as more private companies seek out a merger into a public shell
as a means of gaining access to financing.  The Company has therefore
developed contacts within the financial services industry to provide
financing for its clients and through the success of this program is now
considered a viable resource for access to capital for the companies it
services. The Company was successful in arranging over $30 million in
financing contracts for its client in fiscal 2002.

Competition
-----------

The markets for all of our products and services are highly competitive.
Furthermore, we expect the markets for our products and services to
remain competitive as more companies offer competition in price,
support, value added services, and quality, among other factors. The
competition has not however prevented the Company from acquiring new
clients as the Company has developed a respected reputation in the
industry.



                                  6

<PAGE>


The INFe-Ventures subsidiary's primary competitors include a wide
range of companies that provide management consulting, strategic
business development support, introduction to capital sources and
other services. These include companies in the venture capital field
as well as broker/dealers and investment banks. This is a fragmented
marketplace with no single player dominating the field. In addition to
having more experience and established track records, the vast
majority of these competitors have larger pools of both investment
capital and skilled employees than we do.

The INFe-Human Resources subsidiary operates in a very fragmented
market of human resource services providers. There are a wide variety
of regional and national companies that provide human resource
consulting services. The Company has therefore agreed to sell its
Human Resource Subsidiary to Daniels Advisory Services as described in
detail in this filing.

The INFe-Technologies subsidiary faces competition from the wide
variety of technology consulting and development companies that exist
in the market. These include both small local or regional companies,
as well as nationally known website and e-commerce development
companies.

The INFe-Relations subsidiary faces competition from other Investor
Relations and Public Relations firms. This is however a fragmented
marketplace with no dominant player and offers INFe-Relations
opportunities to service many micro-cap companies.

Employees
---------

As of the date of this prospectus we have no full-time employees
with the exception of two members of   Executive Management. We
utilize a varying number of independent contractors.


Results of Operations
---------------------

Twelve Months Ended November 30, 2002 as Compared to Twelve Months
Ended November 30, 2001
------------------------------------------------------------------

        Revenues for the twelve months ended November 30, 2002 increased
by $818,931 or 931.4%, to $917,429 from $98,498 for the twelve months ended
November 30, 2001.  This increase is mostly attributable to additional shares
of stock issued for consulting services on the contracts we entered into.

        Direct cost of revenues increased by $926,731 from $23,492
for the twelve months ended November 30, 2001 to $950,223 for the twelve
months ended November 30, 2002. This increase is mostly attributable to the
issuance of stock for services and compensation.

        Selling, general and administrative expenses decreased by
$1,112,001, to $428,671 for the twelve months ended November 30, 2002,
from $1,540,672 for twelve months ended November 30 2001.  This
decrease is primarily due to reduction in personnel costs, overhead
and increased efficiencies of operations.

        Depreciation and amortization decreased by $150,369 to $80,846
for the twelve months ended November 30, 2002, from $231,215 for the
twelve months ended November 30, 2001.

        During the year ended November 30, 2002, we had no gain or loss
on asset impairment.




                                  7

<PAGE>


     	Realized loss on trading securities increased by $233,100 to
$301,723 for the twelve months ended November 30, 2002 from $68,623
for the twelve months ended November 30, 2001.  During fiscal 2002, we
sold available-for-sale securities, which resulted in a loss of
approximately $39,435.  The remaining loss in fiscal 2002 is due to
the temporary decline in market value of certain trading securities
below their original cost.

         Interest expense decreased by $122,071, from $157,502 during
the twelve months ended November 30, 2001 to $35,431during the twelve
months ended November 30, 2002.


Twelve Months Ended November 30, 2001 as Compared to Twelve Months
Ended November 30, 2000
------------------------------------------------------------------

        Revenues for the twelve months ended November 30, 2001 decreased
by $1,445,763, or 94%, to $98,498 from $1,544,261 for the twelve
months ended November 30, 2000.  The decrease was largely attributable
to a decrease of $1,267,434 in revenues for consulting services, and a
decrease of $259,321 in  INFe-Human Resources, partly offset by an
increase of $80,992 in INFe-Relations and Corporate.

        Direct cost of revenues decreased by $162,026 or 87%, from
$185,518 for the twelve months ended November 30, 2000 to $23,492 for

the twelve months ended November 30, 2001. This decrease is mostly
attributable to the reduced activities during fiscal 2001.

        Selling, general and administrative expenses decreased by
$2,021,480, or 57%, to $1,540,672 for the twelve months ended
November 30, 2001, from $3,562,152 for twelve months ended November 30
2000.  This decrease is primarily due to a reduction in staff,
resulting in decrease compensation expense, employee benefit and
consulting fees.

        Depreciation and amortization increased by $22,333 to $231,215
for the twelve months ended November 30, 2001, from $208,882 for the
twelve months ended November 30, 2000.  This increase is due to the
acquisition of fixed and intangible assets during the year.

        During the year ended November 30, 2001, we recognized a loss on
asset impairment of $332,111 in connection with certain intangible
assets that had been acquired from ClubComputer.com, Inc.


Liquidity and Capital Expenditures
----------------------------------

Accumulated Deficit
-------------------

	Accumulated deficit at November 30, 2002, was approximately
$8,239,900 compared to an accumulated deficit of approximately
$7,311,289 at November 30, 2001.  The increase in accumulated deficit
was primarily due to net losses of approximately $928,611 for the year
ended November 30, 2002.

        We have historically sustained our operations from the sale of debt
and equity securities, loans from our President and CEO, through
institutional debt financing and through agreements or arrangements
for financing with certain key suppliers.

        As of November 30, 2002, we had the following financing arrangements
in place:

        *       Notes payable of $182,500.



                                  8

<PAGE>

        *       A subordinated note payable to a third-party of
                approximately $119,890.


Management Plans
----------------

        Newly Announced Corporate Directive.  In order to improve the
        -----------------------------------
Company's performance, streamline operations, and return to
profitability, management has formulated and announced a new business
model that calls for the Company to spin off existing subsidiaries
that will function as independent operating companies and dividend to
Company shareholders a portion of the new company stock. The parent
Company will focus on acquisitions with recurring revenues and
significant growth potential and the continued expansion of its
current financial services business.

        Spin Offs. In order to streamline the operations of the Company,
        ---------
reduce overhead and increase profitability, The Company plans on
"spinning off" or selling certain subsidiary operations and using
the proceeds to reduce debt and to make new acquisitons. Plans are
underway to spin off the INFe-Ventures, INFe-Human Resources, and
the ITCareerNet.com, Inc. operations. These spin offs will enable
those operations to seek outside financing through investments made
from newly acquired purchasers or through a merger with other public
companies.

        Funding Agreements.  To fund these acquisitions, the
        ------------------
Company executed a term sheet in September from an investment bank
to avail the Company up to $10 million in financing in the form of a
structured equity line of credit. However, due to increased
devaluation in its stock price, the Company has decided to postpone
the pursuit of this agreement until more favorable market conditions
exist for this transaction.

        Acquisitions.  On October 1, the Company completed its first
        ------------
Acquisition agreement, to purchase up to 80% of the equity of TelTech
Global Solutions, Inc., a Florida Corporation that provides wholesale
long distance telecommunications, broadband network engineering and
serves as a last mile solution for both wire and wireless services.
This Company currently has recurring revenues, an expansive equipment
platform and a targeted customer base. The purchase agreement calls
for the Company to invest one hundred thousand dollars to acquire up
to eighty percent of TelTech. The Company has invested approximately
twenty-five thousand dollars as of the end of February and is now in
default of the terms and conditions of this purchase agreement. It

has been decided by the board of directors of TelTech that new
investors will be sought for TelTech until the Company decides if it
will make additional investments. As a result the Company has
acquired less equity in the Teltech operation.

Current Operations
------------------

        INFE-Ventures, Inc. - This subsidiary provides investment
advisory services to both public and private companies. The
subsidiary has contract in place to assist in financing, merger and
acquisition and perform management consulting services. Income is
derived from consulting fees and equity for payment of completed
transactions. The subsidiary also operates the INFe-VentureClub,
which is an Internet based platform to bring both accredited
investors and companies together for capital resources. Fees are
generated through membership fess charged to both companies and
investors. There is also a sponsorship program that is designed to
generate the income necessary to cover operating overhead.

        INFe-Relations, Inc. - this subsidiary provides Investor
Relations & Public Relations Services. We have commenced sales for
our investor public relations services under our INFe-



                                  9

<PAGE>


Relations, Inc. subsidiary and will continue to grow this subsidiary
through additional sales and marketing efforts.

        INFe-Technologies, Inc.
        -----------------------
        The Company has discontinued its reseller program with Riverstone
Networks, Inc. due to unfavorable market conditions for this
business. We are currently seeking a merger partner for this
subsidiary.

        Spin Off of Human Resources Subsidiary. In December 2001, we
        --------------------------------------
reached an agreement with Arthur D. Viola d/b/a Daniels Corporate
Advisory Company wherein Daniels has acquired the right to 80% of the
ownership of INFe-Human Resources, Inc. and Daniels has agreed to
finance a roll-up of financial services for the Human Resources
industry. This subsidiary will be spun-off as a separate public
company. This roll-up and spin-off is expected to be completed during
the first quarter of 2003.

        Spin Off of ITCareerNet.com Subsidiary. ITCareerNET.com, Inc.
        --------------------------------------
has successfully completed an upgrade of its proprietary software and
website content in preparation for a re-launching of its business
into the Internet-based recruiting industry. The new system will
function as an ASP (Automated Service Provider) and provide clients
with a web-based state of the art automated recruiting system. INFe
plans to spin-off its ITCareerNET.com, Inc. subsidiary as a separate
public company by in 2003.

        Cancelled Transactions. The proposed agreement with Netline
        ----------------------
Services, Inc. as announced in a Company press release was terminated
due to market conditions.


Summary
-------

Presently, the Company cannot ascertain the eventual success of
management's plans with any degree of certainty due to potential
changes in business conditions in the marketplace as well as unforeseen
changes in the economy in general and the ability of the Company to
meet its capital needs. The accompanying condensed consolidated
financial statements do not include any adjustments that might result
from the outcome of the risks and uncertainties described above.

The accompanying financial statements have not been adjusted to
give effect to the amount or classification of recorded assets or the
classification and amount of liabilities should the Company be unable to
continue as a going concern.

Inflation
---------

We believe that the impact of inflation on our operations since its
inception has not been material.


Recent Accounting Pronouncements
--------------------------------

        In June 1998, the Financial Accounting Standards Board issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities".  SFAS No. 133 requires companies to recognize all
derivative contracts as either assets or liabilities in the balance
sheet and to measure them at fair value.  If certain conditions are
met, a derivative may be specifically designated as a hedge, the
objective of which is to match the timing of the gain or loss
recognition on the hedging derivative with the recognition of (i) the
changes in the fair value of the hedged asset or liability that are
attributable to the hedged risk or (ii) the earnings effect of the



                                  10

<PAGE>

hedged forecasted transaction.  For a derivative not designated as a
hedging instrument, the gain or loss is recognized in income in the
period of change.  On June 30, 1999, the FASB issued SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133".  SFAS No.
133 as amended by SFAS No. 137 is effective for all fiscal quarters of
fiscal years beginning after June 15, 2000.  In June 2000, the FASB
issued SFAS No. 138, "Accounting for Certain Derivative Instruments
and Certain Hedging Activities".  SFAS No. 133 as amended by SFAS No.
137 and 138 is effective for all fiscal quarters of fiscal years
beginning after June 15, 2000.

	Historically, we have not entered into derivatives contracts to
hedge existing risks or for speculative purposes.  Accordingly, we do
not expect adoption of the new standard to have a material effect on
our consolidated financial statements.

	In December 1999, the Securities and Exchange Commission issued
Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in
Financial Statements."  SAB 101 provides guidance for revenue
recognition under certain circumstances, and is effective during the
first quarter of fiscal year 2001.  SAB 101 is not expected to have a
material effect on our consolidated results of operations, financial
position and cash flows.

        In January 2000, the Emerging Issues Task Force issued EITF 99-17
"Accounting for Advertising Barter Transactions" establishing
accounting and reporting requirements for such transactions.
Generally, the Task Force reached a consensus that revenue and
expenses from an advertising barter transaction should be recognized
at fair value of the advertising surrendered.  EITF 99-17 does not
affect our financial statements.

        On March 16, 2000, the Emerging Issues Task Force issued EITF 99-
19 "Recording Revenue as a Principal versus Net as an Agent" which
addresses the issue of how and when revenues should be recognized on a
Gross or Net method as the title implies.  The emerging Issues Task
Force has not reached a consensus but sites SEC Staff Accounting
Bulletin 101. EITF 99-19 does not affect our consolidated financial
statements.

        On July 20, 2000, the Emerging Issues Task Force issued EITF 00-
14 "Accounting For Certain Sales Incentives" which establishes
accounting and reporting requirements for sales incentives such as
discounts, coupons, rebates and free products or services.  Generally,
reductions in or refunds of a selling price should be classified as a
reduction in revenue.  For SEC registrants, the implementation date is
the beginning of the fourth quarter after the registrant's fiscal year
end December 15, 1999.    EITF 00-14 does not affect our consolidated
financial statements.

        In June 2001, the FASB issued Statement No. 142 "Goodwill and
Other Intangible Assets".  This Statement addresses financial
accounting and reporting for acquired goodwill and other intangible
assets and supersedes APB Opinion No. 17, Intangible Assets. It
addresses how intangible assets that are acquired individually or with
a group of other assets (but not those acquired in a business
combination) should be accounted for in financial statements upon
their acquisition. This Statement also addresses how goodwill and
other intangible assets should be accounted for after they have been
initially recognized in the financial statements.  INFe recognized
$332,111 in impairment charges during the year ended November 30, 2001
in connection with the intangible assets that we purchased from
ClubComputer.com, Inc.


ITEM 7. FINANCIAL STATEMENTS

        Financial statements prepared in accordance with Regulation SB
are attached as exhibits to this report and are incorporated herein by
reference.



                                  11

<PAGE>

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

        The Company's principal accountants are Bagell, Josephs & Co,
LLC.  The firm of Rachlin Cohen & Holtz LLP were terminated effective
as of February 14, 2002  The engagement and termination was approved
by the Company's Board of Directors.


                               PART III

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

Directors and Executive Officers
--------------------------------

        Our directors, executive officers and key employees are as
follows:

<TABLE>
<CAPTION>
Name                    Age     Position Director                   Since
----                    ---     -----------------                   -----
<S>                     <C>     <C>                                 <C>

Thomas M. Richfield	61	Chairman of the Board, President
                                And Chief Executive Officer         1995

Gus Mechalas            66      Executive Vice President and
                                Director                            1995
</TABLE>


	Each of our directors holds his position until the next annual
meeting of shareholders or until his successor is duly elected and
qualified.

        Thomas M. Richfield - Chairman of the Board, President &
CEO.  Mr. Richfield has more than 25 years experience in corporate
business management, financial consulting, including mergers and
acquisitions, reverse mergers, and capital formation. Mr. Richfield
has been Chairman and CEO of INFe since 1995. During that time he has
completely re-structured the company and has brought it to "fully
reporting" status on the OTC Bulletin Board and created its current
investment banking and business infrastructure services model. Since
then, his accomplishments include serving as lead investment advisor
on successful mergers, and financings. In January 2001, he founded the
INFe-VentureClub, a network of accredited investors seeking investment
opportunities and companies seeking financings which uses the Internet
as its platform. In 1999, he founded ITCareerNet.com, an ASP, E-
cruiting software provider of automated recruiting services and a
wholly owned subsidiary of INFE.  Mr. Richfield began his career in
engineering, software development and sales management in 1965 with
IBM, and in 1968 with Hewlett Packard and has owned and operated
successful companies in the personnel staffing industry (1989 Star
Personnel, Washington, D.C.).

        Gus Mechalas - Executive Vice President, Chief Technology Officer
& Director.  Mr. Mechalas, 65, has over sixteen years of management and
technical recruiting experience in the computer industry. Prior to
joining the Company, he was founder of Acropolis Services (1989 - 1997),
now ASAP Solutions, Inc., a software development company, which produced
the Company's current Resumes/ASAP search and retrieval product.
Earlier, he was employed by Unisys Corporation (1987 - 1989) where he
was responsible for developing an HMO system for the health care
industry. He has served in various management and sales positions
including Data-Tek (1971-1987), Comserv (1969 - 1971), as Vice President
of Marketing, and Philco-Ford (1959-1969) as Eastern regional Sales
Manager of their Computer Services Network Division.



                                  12

<PAGE>


Directors' Remuneration
-----------------------

        Our directors are presently not compensated for serving on the
board of directors

Compliance with Section 16(A) of the Exchange Act
-------------------------------------------------

	Section 16(a) of the Exchange Act requires the Company's
executive officers and directors and persons who own more than 10% of
a registered class of the Company's equity securities to file reports
of their ownership thereof and changes in that ownership with the
Securities and Exchange Commission ("SEC") and the National
Association of Securities Dealers, Inc. Executive officers, directors
and greater than 10% stockholders are required by SEC regulations to
furnish the Company with copies of all such reports they file.

	Based solely upon its review of copies of such forms received by
it, or on written representations from certain reporting persons that
other filings were required for such persons, the Company believes that,
during the year ended November 30, 2002, the Company is not aware of any
director, officer or beneficial owner of more than ten percent of the
Company's Common Stock failed to file on a timely basis reports required
by Section 16(a) of the Securities Exchange Act of 1934.

ITEM 10.  EXECUTIVE COMPENSATION

Summary Compensation Table
--------------------------

	The following table sets forth the total compensation paid to or
accrued for the twelve months ended November 30, 2002 and 2001 to our
Chief Executive Officer and to each of our most highly compensated
executive officers, other than the Chief Executive Officer, whose
salary and bonus for such years exceeded $100,000.

Annual Compensation
-------------------

<TABLE>
<CAPTION>
                                                                                Other                         Securities
   Name and                                                                     Annual        Restricted      Underlying
Principal Position                     Period           Salary       Bonus   Compensation    Stock Awards      Options
------------------                     ------          ---------     -----   ------------    ------------    -----------
<S>                                <C>                 <C>           <C>     <C>             <C>             <C>
Tom Richfield, CEO and President   12 Months Ended
                                      11/30/02         $ 200,000(1)    0                     $ 12,359 (2)     1,500,000
                                                                                                             (post split)
                                   12 Months Ended
                                      11/30/01         $ 200,000(3)    0                     $132,801 (4)

</TABLE>

     (1)     Amount accrued for at November 30, 2002 is $100,000.
     (2)     Represents accrued quarterly bonus payable in cash or stock.
     (3)     Amount accrued for at November 30, 2001.
     (4)     Represents 2,000,000 shares (pre-split) valued at $100,000 in
             lieu of salary and 411,451 shares (of which 295,756 were
             pre-split and 115,695 were post-split) valued at $32,801 in
             lieu of a bonus.



                                  13

<PAGE>


Aggregated Options Exercises in Fiscal 2002 and Year-End Option Values
----------------------------------------------------------------------

	There were no Option Exercises in the last fiscal year.

	The following table sets forth information for the executive
officers named in the Summary Compensation Table with respect to the
value of unexercised options to purchase common stock of the Company
held as of November 30, 2002.

<TABLE>
<CAPTION>

                                                Number of Securities      Value of Unexercised In-
                  Shares                       Underlying Unexercised     the-Money Options at
                Aquired on       Value         Options at 11/30/02 (#)     11/30/02 ($) (1)
Name            Exercise (#)   Realized ($)   Exercisable/Unexercisable   Exercisable/Unexercisable
----            ------------   ------------   -------------------------   -------------------------
<S>             <C>            <C>            <C>                         <C>

Tom Richfield        -            -                  1,500,000                $        -
                                                    (post-split)

</TABLE>

    (1) The fair market value of the Company's common stock at the close
        of business on November 30, 2002 was $0.04.

Employment Agreements
---------------------

        We have entered into an employment agreement with our President
and Chief Executive Officer  as follows:

        Thomas M. Richfield, President and Chief Executive Officer,
entered into an agreement effective January 1, 2000 through January 1,
2003, with year-to-year extensions thereafter. The original agreement
provides an annual salary of $200,000 and options to acquire 1,500,000
shares (adjusted for splits) of common stock vesting over a three year
period. The agreement also provides for Mr. Richfield to receive a
quarterly bonus of 3% of our market capitalization measured at the end
of each three month period, divided by 4 (four), and paid in
restricted shares at a 20% discount to the bid price averaged over the
previous 15 days, and for participation in all benefits offered
executives of the Company, such as health, vacations, holiday and
other fringe benefits.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT

        The following table sets forth information regarding beneficial
ownership of our common stock as of November 30, 2002 by those
shareholders known to be the beneficial owners of more than five
percent of the voting power of our outstanding capital stock, (ii)
each director, and (iii) all executive officers and directors as a
group:

<TABLE>
<CAPTION>
                                     Amount and
                                     Nature of       Percent of
Name of                              Beneficial      Outstanding
Beneficial Owner*(1)                Ownership(2)       Shares
--------------------                ------------     -----------
<S>                                 <C>              <C>

Thomas Richfield, Chief Executive
  Officer, President and Director    8,545,000 (3)       25.94%

Europa Global Investments, Inc.      2,400,000            7.29%

Gus Mechalas                         4,665,120           14.16%
</TABLE>




                                  14

<PAGE>

<TABLE>
<CAPTION>

<S>                                 <C>              <C>

Free Money, Inc.                     3,000,000            6.52%

All Directors and Officers as
a Group (2 Persons)                 11,710,120           35.55%

</TABLE>

*       Unless otherwise noted, the address of each of these persons is c/o
        Infe, Inc., 7787 Leesburg Pike, #200, Falls Church, Virginia 22043.

(1)     Except as otherwise indicated, all shareholders have sole voting
        and investment power with respect to the shares of common stock set
        forth opposite their respective names.
(2)     Based on 32,937,730 shares of common stock issued and outstanding
        as of November 30, 2002.
(3)     Includes 1,500,000 options (post split) to purchase shares at
        $0.4685 per share.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Common Stock for Services Issued to our President and CEO
---------------------------------------------------------

        To date, our President has been compensated for services
through the issuance of our common stock.

	During the year ended November 30, 2002, he earned 5,000,000 (post
split) shares of restricted Rule 144 common stock valued at
$100,000.00. He is owed an additional $100,000 of wages and $12,359 as
a bonus calculated as a discounted percentage of market cap per
quarter in shares of common stock which represents the balance of
compensation for the year 2002 and his bonus.

        During the year ended November 30, 2001, he earned 411,451 shares (of
which, 295,756 were pre-split and 115,695 were post-split) of
restricted Rule 144 common stock as a bonus for the year. These shares
were valued at $32,801.  During the year ended November 30, 2001, he
was issued a total of 585,277 (pre-split) shares valued at $87,629
against the 700,972 shares owed to him. The remaining balance of
115,695 shares (post-split) valued at $12,240 owed to him is included
in accounts payable and accrued expenses in the accompanying
consolidated balance sheet.  In addition, we issued 2,000,000 shares
(pre-split) of restricted Rule 144 common stock valued at $100,000 to
our President and CEO in lieu of salary for the first and second
quarter of fiscal 2001.

        As of November 30, 2000, our President and CEO was owed 289,521
shares (pre-split) valued at $67,068 for bonuses earned during the
third and fourth quarter of fiscal 2000. During the year ended
November 30, 2000, he was granted 250,000 shares (pre-split) of the
Company's common stock valued at $200,000, representing compensation
for the year ended November 30, 2000.  In addition, during the year
ended November 30, 2000, he was granted 205,615 shares (pre-split) of
restricted Rule 144 common stock valued at $118,813 for a bonus earned
through May 31, 2000. As of November 30, 2000, he had earned an
additional 289,521 shares (pre-split) of restricted Rule 144 common
stock valued at $67,068 for a bonus earned during the third and fourth
quarter of fiscal 2000. This amount was included in accounts payable
and accrued expenses in the November 30, 2000 consolidated balance
sheet.

Loans from our President and CEO
--------------------------------

        During the year ended November 30, 2001, he loaned us $127,761
and we repaid him $52,555, resulting in a balance of $ 98,707 as of
November 30, 2001.


                                  15

<PAGE>


Employment Agreement With Our President and CEO
-----------------------------------------------

        Thomas M. Richfield, President and Chief Executive Officer,
entered into an agreement effective January 1, 2000 through January 1,
2003, with year-to-year extensions thereafter. The agreement provides
for an annual salary of $200,000 and options to acquire 750,000 shares
(post split) of common stock vesting over a three-year period. The
agreement also provides for Mr. Richfield to receive a quarterly bonus
of 3% of our market capitalization measured at the end of each three
month period, divided by 4 (four), and paid in restricted shares at a
20% discount to the bid price averaged over the previous 15 days, and
for participation in all benefits offered executives of the Company,
such as health, vacations, holiday and other fringe benefits.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)	Exhibits

(3.1)   Articles of Incorporation of Infocall Communications Corp. (1)
(3.2)   Articles of Amendment to Articles of Incorporation of Infocall
        Communications Corp. (2)
(3.3)   Bylaws of Infocall Communications Corp. (3)
(3.4)   Amended and Restated Articles of Incorporation of Infocall
        Communications Corp.(4)
(3.5)   Certificate of Amendment to Certificate of Incorporation of Infe,
        Inc. (5)
(4.1)   Specimen Stock Certificate (6)
(10.1)  Thomas R. Richfield Employment Agreement dated January 1, 2000 (7)
(10.2)  Amendment to Thomas R. Richfield Employment dated July 12, 2000 (8)
(10.3)  Relationship Agreement between Arthur D. Viola and INFe, Inc. and
        Thomas M. Richfield dated December 19, 2001. *

---------------------------
* Filed herewith

        (1)     Incorporated by reference from Exhibit 3(i) filed with the
                Company's Report on Form 10SB12G filed December 30, 1999.
        (2)     Incorporated by reference from Exhibit 3(i))1) filed with
                the Company's Report on Form 10SB12G filed December 30, 1999.
        (3)     Incorporated by reference from Exhibit 3(ii) filed with the
                Company's Report on Form 10SB12G filed December 30, 1999.
        (4)     Incorporated by reference from Exhibit 3.4 filed with the
                Company's Registration Statement on From SB-2, file No. 333-
                46428, filed on September 15, 2000.
        (5)     Incorporated by reference from Exhibit 1.1filed with the
                Company's report on Form 10-QSB filed on October 15, 2001
        (6)     Incorporated by reference from Exhibit 4.1 filed with the
                Company's Registration Statement on From SB-2, file No. 333-
                46428, filed on September 15, 2000.
        (7)     Incorporated by reference from Exhibit 10.21 filed with the
                Company's Registration Statement on From SB-2, file No. 333-
                46428, filed on September 15, 2000.
        (8)     Incorporated by reference from Exhibit 10.22 filed with the
                Company's Registration Statement on From SB-2, file No. 333-
                46428, filed on September 15, 2000.


                                  16

<PAGE>


(b)	Report on Form 8-K

        On February 15, 2002, the Company filed a Report on Form 8-K
informing the Commission that the Company's principal accountants,
Rachlin Cohen & Holtz LLP were terminated effective as of February 14,
2002 and have been replaced by the firm of Bagell, Josephs & Co, LLC
effective February 14, 2002.





































                                  17


<PAGE>


                              SIGNATURES

In accordance with Section 12 or 15(d) of the Exchange Act, the
Registrant caused its Annual Report on From 10-KSB for the fiscal year
ended November 30, 2002 to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                INFe, Inc.


Dated: March 31, 2002           By: /s/ THOMAS M. RICHFIELD
                                   -----------------------------------
                                   Thomas M. Richfield: Chairman of
                                   the Board, President and CEO




DATE                    SIGNATURE                    TITLE
----                    ---------                    -----



March 31, 2003          /s/ Thomas M. Richfield      Chairman of the Board,
                                                     President and CEO
                                                     (Principal Executive
Officer)

March 31, 2003          /s/ Gus Mechalas             Director











                                  18


<PAGE>


              INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                   Page

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS'                F-1

CONSOLIDATED FINANCIAL STATEMENTS

  Balance Sheets                                                   F-2

  Statements of Operations                                         F-3

  Statements of Stockholders' Equity (Deficit)                     F-4

  Statements of Cash Flows                                         F-5

  Notes to Financial Statements                                 F-6 to F-31



<PAGE>


           REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS'
           ---------------------------------------------------



To the Stockholders of
INFe, Inc. and Subsidiaries
Falls Church, Virginia


We have audited the accompanying consolidated balance sheets of INFe,
Inc. and Subsidiaries (the "Company") as of November 30, 2002 and
2001, and the related consolidated statements of operations, changes
in stockholders' equity (deficit), and cash flows for the years then
ended.  These consolidated financial statements are the responsibility
of management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

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

The accompanying consolidated financial statements for November 30,
2002 and 2001 have been prepared assuming the Company will continue as
a going concern.  As discussed in Note 2 to the consolidated financial
statements, the Company has raised certain issues that lead to
substantial doubt about its ability to continue as a going concern.
The Company has incurred substantial net losses in fiscal years ended
2002 and 2001 and its current liabilities exceed its current assets by
$1,070,645 and $986,919 for the years ended 2002 and 2001, respectively.
Management's plans in regards to these matters are also discussed in
Note 2.  The consolidated financial statements do not include any
adjustments that might result from the outcome of these uncertainties.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated
financial position of INFe, Inc. and Subsidiaries as of November 30,
2002 and 2001, and the consolidated results of its operations, changes
in stockholders' equity (deficit), and cash flows for the years then
ended in conformity with accounting principles generally accepted in
the United States of America.


/S/BAGELL, JOSEPHS & COMPANY, L.L.C.


BAGELL, JOSEPHS & COMPANY, L.L.C.
Gibbsboro, New Jersey

March 27, 2003


<PAGE>


                           INFE, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                           NOVEMBER 30, 2002 AND 2001

<TABLE>
<CAPTION>
                                                  2002              2001
                                              ------------      ------------
<S>                                           <C>               <C>
ASSETS

Current Assets:
  Cash                                        $        465      $     22,294
  Investments - trading securities                 213,981            91,715
                                              ------------      ------------
        Total current assets                       214,446           114,009

Available For Sale Securities                          200             9,911
                                              ------------      ------------

        Total current assets and available
        for sale securities                        214,646           123,920

Property and Equipment, net                         24,951            78,790

Intangible Assets, net                              25,160            52,168

Other Assets                                        29,792            22,792
                                              ------------      ------------
        TOTAL ASSETS                          $    294,549      $    277,670
                                              ============      ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
  Accounts payable and accrued expenses       $    705,630      $    695,709
  Payroll taxes payable                            290,292           255,292
  Due to related parties                           106,839           109,838
  Notes payable                                    182,500            50,000
                                              ------------      ------------
        Total current liabilities                1,285,261         1,110,839
                                              ------------      ------------

Subordinated Note Payable                          119,890           119,890
                                              ------------      ------------

        TOTAL LIABILITIES                        1,405,151         1,230,729
                                              ------------      ------------
STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock, $0.0001 par value,
    20,000,000 shares authorized;
    none issued and outstanding                      -                -
  Common stock, $0.0001 par value,
    200,000,000 shares authorized;
    32,937,730 shares at November 30, 2002
    and 6,800,082 shares at November 30,
    2001 issued and outstanding                      3,294               680
  Additional paid-in-capital                     7,261,004         6,357,550
  Deficit                                       (8,239,900)       (7,311,289)
  Stock issued and held as collateral by
    note holder                                   (135,000)            -
                                              ------------      ------------
        TOTAL STOCKHOLDERS' EQUITY (DEFICIT)    (1,110,602)         (953,059)
                                              ------------      ------------
        TOTAL LIABILITIES AND STOCKHOLDERS'
        EQUITY (DEFICIT)                      $    294,549      $    277,670
                                              ============      ============

</TABLE>

          The accompanying notes are an integral part of the
                   consolidated financial statements.


                                 F-2

<PAGE>

                      INFE, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF OPERATIONS

                 YEARS ENDED NOVEMBER 30, 2002 AND 2001


<TABLE>
<CAPTION>
                                                  2002              2001
                                              ------------      ------------
<S>                                           <C>               <C>

REVENUE                                       $    917,429      $     98,498
                                              ------------      ------------

COSTS AND EXPENSES:
  Direct costs of revenue                          950,223            23,492
  Selling, general and administrative              428,671         1,540,672
  Loss on asset impairment                               -           332,111
  Depreciation and amortization                     80,846           231,215
                                              ------------      ------------
                                                 1,459,740         2,127,490
                                              ------------      ------------

  Loss from operations                            (542,311)       (2,028,992)
                                              ------------      ------------
OTHER INCOME (EXPENSE):
  Interest income                                        -               109
  Interest expense                                 (35,431)         (157,502)
  Loss on disposal of assets                             -            (5,895)
  Realized loss on investments                     (39,435)         (145,594)
  Other than temporary decline in market
    value of available-for-sale securities          (9,711)         (903,719)
  Unrealized loss on trading securities
    investments                                   (301,723)          (68,623)
                                              ------------      ------------
                                                  (386,300)       (1,281,224)
                                              ------------      ------------

LOSS BEFORE INCOME TAXES                          (928,611)       (3,310,216)

INCOME TAX (EXPENSE) BENEFIT                             -          (592,959)
                                              ------------      ------------
NET LOSS                                      $   (928,611)     $ (3,903,175)
                                              ============      ============
NET LOSS PER COMMON SHARE
  - BASIC AND DILUTED                         $      (0.04)     $      (0.61)
                                              ============      ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
  OUTSTANDING -BASIC AND DILUTED                22,461,974         6,363,046
                                              ============      ============
</TABLE>




          The accompanying notes are an integral part of the
                   consolidated financial statements.



                                 F-3

<PAGE>


                         INFE, INC. AND SUBSIDIARIES

          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                    YEARS ENDED NOVEMBER 30, 2002 AND 2001

<TABLE>
<CAPTION>
                                                       Additional                Stock Issued    Compre-
                                      Common Stock       Paid-in                 and Held as     hensive    Deferred
                                    Shares    Amount     Capital      Deficit    Collateral      Income     Charges       Total
                                  ----------  -------  ----------  ------------  ------------  ----------  ----------- -----------
<S>                               <C>         <C>      <C>         <C>           <C>           <C>         <C>         <C>

Balance, November 30, 2000        16,201,714  $ 1,620  $5,743,638  $(3,408,114)  $     -       $1,009,633  $ (382,049) $ 2,964,728

Year Ended November 30, 2001:

  Issuance of common stock in
    lieu of cash for compensation
    and services                   6,198,614      620     372,354       -              -             -            -        372,974

  Repayment of subordinated note
    payable through issuance of
    common stock                    4,800,000     480     239,518       -              -             -            -        239,998

  Unrealized loss on available-
    for-sales securities net of
    income tax benefit
      of $592,959                       -         -          -          -              -       (1,009,633)              (1,009,633)

  Amortization of deferred
    compensation                        -         -          -          -              -             -        137,049      137,049

Write-off of deferred
   compensation                         -         -          -          -              -             -        245,000      245,000

   Net loss                             -         -          -      (3,903,175)        -             -            -     (3,903,175)
                                  ----------  -------  ----------  -----------   ------------  ----------  ----------- -----------
Balance before 1 for 4 reverse
  split                           27,200,328    2,720   6,355,510   (7,311,289)        -             -            -       (953,059)

  One for four reverse split     (20,400,246)  (2,040)      2,040       -              -             -            -           -
                                  ----------  -------  ----------  -----------   ------------  ----------  ----------- -----------

Balance, November 30, 2001         6,800,082      680   6,357,550   (7,311,289)        -              -           -       (953,059)

Year Ended November 30, 2002:

  Issuance of common stock in
    lieu of cash for
    compensation and services      6,918,783      692     660,376       -              -              -          -        661,068

  Issuance of common stock in
    lieu of cash for collateral
    of a note payable              1,500,000      150     134,850       -            (135,000)        -          -            -
                                  ----------  -------  ----------  -----------   ------------  ----------  ----------- -----------
Balance before 2 for 1 stock
  split                           15,218,865    1,522   7,152,776   (7,311,289)      (135,000)        -          -        (291,991)

  Two for one stock split         15,218,865    1,522      (1,522)      -              -              -          -            -
                                  ----------  -------  ----------  -----------   ------------  ----------  ----------- -----------

                                  30,437,730    3,044   7,151,254   (7,311,289)      (135,000)        -          -        (291,991)

  Issuance of common stock in
    lieu of cash for
    compensation and services      2,500,000      250     109,750       -              -              -          -         110,000

   Net loss                             -         -          -        (928,611)        -              -          -        (928,611)
                                  ----------  -------  ----------  -----------   ------------  ----------  ----------- -----------
Balance, November 30, 2002        32,937,730  $ 3,294  $7,261,004  $(8,239,900)  $   (135,000) $      -    $     -     $(1,110,602)
                                  ==========  =======  ==========  ===========   ============  ==========  =========== ===========

</TABLE>



          The accompanying notes are an integral part of the
                   consolidated financial statements.


                                 F-4

<PAGE>





                     INFE, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS

                YEARS ENDED NOVEMBER 30, 2002 AND 2001

<TABLE>
<CAPTION>
                                                        2002              2001
                                                    ------------      ------------
<S>                                                 <C>               <C>

Cash Flows from Operating Activities:
  Net loss                                          $   (928,611)     $ (3,903,175)
                                                    ------------      ------------
  Adjustments to reconcile net loss to net
    cash used in operating activities:
        Depreciation and amortization                     80,846           231,215
        Deferred income tax expense                            -           592,959
        Loss on asset impairment                               -           332,111
        Unrealized holding loss on investments           301,723            68,623
        Realized loss on investments                      39,435           145,594
        Other than temporary decline in market
          value of available-for-sale
          securities                                       9,711           903,719
        Stock issued in lieu of cash for services        771,068           186,824
        Stock to be issued in lieu of cash for
          services                                             -            22,240
        Stock received  in lieu of cash for
          services rendered                             (488,576)          (29,551)
        Stock issued  in lieu of interest                      -           120,000
        Loss on disposal of assets                             -             5,895

        Changes in operating assets
          and liabilities:
           Decrease in accounts receivable                     -            14,168
           (Increase) Decrease in prepaid expenses
             and other assets                             (7,000)            6,010
           Decrease in deferred charges                        -           382,049
           Increase in accounts payable, taxes
             payable  and accrued expenses                44,921           570,374
           (Decrease) in deferred revenue                      -            (4,142)
                                                    ------------      ------------
              Net cash used in operating
              activities                                (176,483)         (355,087)
                                                    ------------      ------------

Cash Flows from Investing Activities:
  Purchase of investments                                 (6,577)          (13,830)
  Proceeds from sale of investments                       31,730           315,599
  Web site development                                         -           (24,851)
  Proceeds from sale of property and equipment                 -               900
  Deposit                                                      -           (26,063)
                                                    ------------      ------------
              Net cash provided by investing
              activities                                  25,153           251,755
                                                    ------------      ------------


Cash Flows from Financing Activities:
  Proceeds from issuance of notes payable                132,500            50,000
  Proceeds (repayments) from loans from related
    parties                                               (2,999)           72,145
                                                    ------------      ------------
              Net cash provided by financing
              activities                                 129,501           122,145
                                                    ------------      ------------

Net Increase (Decrease) in Cash                          (21,829)           18,813
Cash, Beginning                                           22,294             3,481
                                                    ------------      ------------
Cash, Ending                                        $        465      $     22,294
                                                    ============      ============

</TABLE>



          The accompanying notes are an integral part of the
                   consolidated financial statements.


                                 F-5

<PAGE>


                    INFE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    NOVEMBER 30, 2002 AND 2001



NOTE 1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Capitalization
-------------------------------

INFe (the "Company") was incorporated in the State of Florida
on February 1, 1993 as Infocall Communication Corp. On March
17, 2000, the Articles of Incorporation were amended to change
the name to INFe.com, Inc., and to increase the authorized
number of shares of $0.0001 par value common stock to
100,000,000 and the authorized number of $0.0001 par value
preferred stock to 20,000,000.

On August 3, 2001, the Company amended the Certificates of
Incorporation to change the name of the Company to INFE, Inc.,
and to increase the total number of shares of capital stock
that the Company has the authority to issue to 220,000,000. The
total number of authorized shares of common stock, $0.0001 par
value, is 200,000,000 and the total number of authorized shares
of preferred stock, $0.0001 par value, is 20,000,000.

On the same date, the Board of Directors voted to further amend
the Certificates of Incorporation so that upon the close of
business on August 17, 2001, which was subsequent to the
effectiveness of the matters discussed above, automatically and
without further action by any person and entity, each one share
of the common stock, $0.0001 par value per share, of the
Company then issued and outstanding was combined, reclassified
and changed into one-fourth (1/4) of one fully paid and non-
assessable share of common stock, $0.0001 par value per share,
of the Company.

In lieu of a meeting and vote of stockholders, the stockholders
have given written consent to the above amendment, in
accordance with the provisions of Section 707.0704 of the
Business Corporation Act of the State of Florida.

The Board of Directors, without stockholder approval, is
authorized to establish the preferred stock in one or more
series and to fix the rights, preferences, privileges and
restrictions thereof, including dividend rights, conversion
rights, voting rights, terms of redemption, liquidation
preferences and the number of shares constituting any series or
the designation of such series.  As of November 30, 2002 and
2001, the Company had no preferred stock outstanding.

On June 26, 2002, the Board of Directors approved a 2 for 1
stock split effective for shareholders of record as of July 10,
2002. Shares mentioned in the consolidated financial statements
are post-split unless otherwise noted.

Business
--------

INFe, which is headquartered in Northern Virginia, together
with its subsidiaries, offers a variety of business
infrastructure services to emerging growth public and private
companies, with a focus on technology.  To provide these
services, INFe utilizes a group of regulatory, compliance,
financial and management experts, both inside the Company and
outside consultants that are available to consult with client
companies.  INFe receives consulting fees in exchange for its
services which are paid




                                 F-6

<PAGE>


                    INFE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    NOVEMBER 30, 2002 AND 2001


NOTE 1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Business (Continued)
--------------------

either in cash, equity instruments of the client company,
including shares, options and warrants, or some combination of
cash and equity instruments.

INFe is organized into four divisions which work together to
meet the needs of client companies.  In the year ended November
30, 2002 these divisions were formalized into separate wholly
owned subsidiaries as follows:

     *       INFe-Ventures, Inc.
     *       INFe-Technologies, Inc.
     *       INFe-Human Resources, Inc.
     *       INFe-Relations, Inc.

In addition, the human resources division includes the
subsidiary IT*CareerNet.com, Inc.

On October 1, 2002, the Company was to acquire an 80% interest
in the outstanding common stock of TelTech Global Solutions,
Inc., ("TelTech") a provider of telecommunications services
with operating revenues and equipment valued at over $2 million
and no material debt. Teltech currently has subscriber clients
generating recurring monthly revenues. Teltech provides
wholesale long distance voice and broadband data services to
both national and international clients and countries. Teltech
also provides telecommunications engineering and deployment
services that provide "last mile" termination and ISP services
for both wired and wireless client installations. After an
initial 25% interest in Teltech, the Company decided against
proceeding with the remainder of the acquisition due to Teltech
not meeting the Company's business model.

INFe-Ventures Division
----------------------

	INFe-Ventures, Inc. provides financial and business
consulting services for the Company's clients. The services
that are offered include due diligence, capital sourcing,
mergers and acquisition strategies, and strategic business
planning. They currently have several companies under
contract, both private and public, and have accumulated a
portfolio of equity securities of these companies. During
2002, the design, programming and implementation of the
INFeVentureClub website was completed. This website was
developed to greatly expand the business capabilities of
INFe-Venture, Inc. by developing an Internet platform whereby
accredited investors get access to member companies as a
method of facilitating investment opportunities for both the
member investors and companies. Since the launch of this
website, INFe-Ventures, Inc. executed numerous contracts with
companies seeking financing and has them featured on the
INFeVentureClub website.



                                 F-7

<PAGE>


                    INFE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    NOVEMBER 30, 2002 AND 2001


NOTE 1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Business (Continued)
--------------------

INFe-Human Resources Division
-----------------------------

INFe-Human Resources, Inc. allows the Company to provide
human resource administrative management, executive
compensation plans and staffing services to client companies.
The Company has an agreement in place for the spin off
control of this subsidiary to Daniels Advisory Group.

INFe-Technologies Division
--------------------------

INFe Technologies, Inc. provides technology consulting and
due diligence services, including web integration, web site
design, systems administration and software projects, serving
as a technology outsourcing resource to the Company's
clients.  The Company is also an authorized value added
reseller for Riverstone Networks, Inc.

INFe-Relations Division
-----------------------

INFe-Relations, Inc. provides investor and public relations
services to the Company's clients. The services offered
include e-mailing, placement of client profiles on the
website, the arrangement for radio programming and
advertising, a variety of financial news publications and
other public relations services.  In February 2001, this
division purchased an opt-in list of e-mail addresses of
entities that have expressed interest in receiving
information about public companies.

ITCareerNet.com, Inc.
---------------------

ITCareerNet.com, Inc., is a technology based career site
offering member companies and job seekers a platform to
locate each other. Companies pay an annual subscription fee
for access to the resume database. Job seekers post their
resumes and gain access to new career opportunities. This
service is free to job seekers. The Company also offers
software to automate the search and retrieval of resumes and
the posting of jobs by client companies. This service is
offered on an ASP basis.

Principles of Consolidation
---------------------------

The consolidated financial statements include the accounts of
INFe, Inc., and its subsidiaries, all of which are wholly
owned.  All significant intercompany transactions and balances
have been eliminated in consolidation.



                                 F-8

<PAGE>


                    INFE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    NOVEMBER 30, 2002 AND 2001



NOTE 1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates
----------------

The accompanying consolidated financial statements have been
prepared in conformity with accounting principles generally
accepted in the United States of America.  In preparing the
financial statements, management is required to make estimates
and assumptions that affect the reported amounts of assets and
liabilities as of the date of the balance sheet and operations
for the period.  Material estimates for which it is reasonably
possible that a change in the estimate could occur in the near
term consist of the valuation of the investment portfolio
(particularly the available-for-sale securities) and the
recoverability of acquired intangibles.  Although these
estimates are based on management's knowledge of current events
and actions it may undertake in the future, they may ultimately
differ from actual results.

Cash and Cash Equivalents
-------------------------

For financial statement presentation purposes, we consider
short-term, highly liquid investments with original maturities
of three months or less to be cash and cash equivalents.

Concentrations of Credit Risk
-----------------------------

Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash,
investments and accounts receivable.

Cash
----

At various times during the years, the Company had deposits in
financial institutions in excess of federally insured limits
($100,000).  The Company maintains the cash is with high
quality financial institutions, which minimizes these risks.

Accounts Receivable
-------------------

The Company conducts business and extends credit based on an
evaluation of the customers' financial condition, generally
without requiring collateral.  Exposure to losses on
receivables is expected to vary by customer due to the
financial condition of each customer.  The Company monitors
exposure to credit losses and maintain allowances for
anticipated losses considered necessary under the
circumstances.




                                 F-9

<PAGE>


                    INFE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    NOVEMBER 30, 2002 AND 2001




NOTE 1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Investments
-----------

In accordance with SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities", securities are
classified into three categories: held-to-maturity, available-
for-sale and trading.  The Company's investments consist of
equity securities classified as trading and available-for-sale
securities.  Accordingly, they are carried at fair value in
accordance with SFAS No. 115.  Further, SFAS No. 115 the
unrealized holding gains and losses for trading securities are
included in earnings, and unrealized gains and losses for
available-for-sales securities are excluded from earnings and
reported, net of deferred income taxes, as a separate component
of stockholders' equity, unless the loss is classified as other
than a temporary decline in market value.

Revenue Recognition
-------------------

The Company earns revenue from IT staffing fees and management
consulting fees, both of which are recognized as the services
are rendered, generally over the life of an agreement.

The Company periodically receives equity instruments and
warrants from companies for which services are performed, in
addition to the cash paid for such services.  Primarily all of
the equity instruments are common stock of public companies,
with limited trading activity.  Equity instruments and warrants
for which there is not a readily available market value are
valued based on factors such as price offered in a private
placement, a history of cash flow from operations, and other
pertinent factors.  Management also considers recent offers to
purchase a portfolio of the company's securities and the
filings of registration statements in connection with other
offerings of the company's securities.

During the years ended November 30, 2002 and 2001, the Company
recognized revenue associated with equity instruments received
for services rendered of approximately $488,576 and $28,500,
respectively.

Property and Equipment
----------------------

Property and equipment are stated at cost.  Expenditures for
major betterments and additions are capitalized, while
replacement, maintenance and repairs, which do not extend the
lives of the respective assets, are charged to expense
currently.  Any gain or loss on disposition of assets is
recognized currently.  Depreciation expense is provided using
the straight-line method over the estimated useful lives of the
various assets, generally three to five years.



                                 F-10

<PAGE>


                    INFE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    NOVEMBER 30, 2002 AND 2001



NOTE 1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Long-Lived Assets
-----------------

The Company periodically evaluates whether events and
circumstances have occurred that may warrant revision of the
estimated life of intangible and other long-lived assets, or
whether the remaining balance of intangible and other long-
lived assets should be evaluated for possible impairment.  If
and when such factors, events or circumstances indicate that
intangible or other long-lived assets should be evaluated for
possible impairment, the Company would make an estimate of
undiscounted cash flows over the remaining lives of the
respective assets in measuring recoverability.

Fair Value of Financial Instruments
-----------------------------------

The Company's financial instruments consist primarily of cash,
equity instruments, accounts payable, accrued liabilities and
loans and notes payable.  The carrying amounts of such
financial instruments, except equity instruments, as reflected
in the consolidated balance sheets, approximate their estimated
fair value as of November 30, 2002 and 2001.  Equity
instruments are carried at fair value.  The estimated fair
value is not necessarily indicative of the amounts we could
realize in a current market exchange or from future earnings or
cash flows.

Software Development Costs
--------------------------

Software development costs are accounted for in accordance with
Statement of Position 98-1, "Software Developed or Obtained for
Internal Use".  Costs incurred in a preliminary project stage
are expensed as incurred.  External direct costs, payroll and
payroll related costs for those directly involved with a
project and interest costs in accordance with the provisions of
Statement of Financial Accounting Standards (SFAS) No. 34,
"Capitalization of Interest Cost", are capitalized during the
application development stage.  Costs incurred during the post-
implementation/ operation stage are expensed as incurred.

Stock-Based Compensation
------------------------

The Company has elected to follow Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB
No. 25), and related interpretations, in accounting for their
employee stock options rather than the alternative fair value
accounting allowed by SFAS No. 123, "Accounting for Stock-Based
Compensation".  APB No. 25 provides that the compensation
expense relative to the Company's employee stock options is
measured based on the intrinsic value of the stock option.
SFAS No. 123 requires companies that continue to follow APB No.
25 to provide a pro-forma disclosure of the impact of applying
the fair value method of SFAS No. 123.





                                 F-11

<PAGE>


                    INFE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    NOVEMBER 30, 2002 AND 2001

NOTE 1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Net Loss Per Common Share
-------------------------

The Company computes earnings (loss) per share in accordance
with SFAS No. 128, "Earnings per Share".  This standard
requires dual presentation of basic and diluted earnings per
share on the face of the statement of operations for all
entities with complex capital structures and requires a
reconciliation of the numerator and denominator of the diluted
earnings per share computation.

Net loss per common share (basic and diluted) is based on the
net loss divided by the weighted average number of common
shares outstanding during the year.

The Company's potentially issuable shares of common stock
pursuant to outstanding stock purchase options are excluded
from the diluted computation as the effect would be anti-
dilutive.

Income Taxes
------------

The Company accounts for income taxes using SFAS No. 109,
"Accounting for Income Taxes," which requires recognition of
deferred tax liabilities and assets for expected future tax
consequences of events that have been included in the
consolidated financial statements or tax returns.  Under this
method, deferred tax liabilities and assets are determined
based on the difference between the financial statement and tax
bases of assets and liabilities using enacted tax rates in
effect for the year in which the differences are expected to
reverse.

Segment Information
-------------------

The Company follows the provisions of SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related
Information".  This standard requires that companies disclose
operating segments based on the manner in which management
disaggregates the Company in making internal operating
decisions.

Advertising Costs
-----------------

Advertising costs are expensed as incurred.  Advertising costs
incurred for the years ended November 30, 2002 and 2001 were
$26,685 and $11,836, respectively.




                                 F-12

<PAGE>


                    INFE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    NOVEMBER 30, 2002 AND 2001

NOTE 1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements
--------------------------------

In June 1998, the Financial Accounting Standards Board issued
SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities".  SFAS No. 133 requires companies to
recognize all derivative contracts as either assets or
liabilities in the balance sheet and to measure them at fair
value.  If certain conditions are met, a derivative may be
specifically designated as a hedge, the objective of which is
to match the timing of the gain or loss recognition on the
hedging derivative with the recognition of (i) the changes in
the fair value of the hedged asset or liability that are
attributable to the hedged risk or (ii) the earnings effect of
the hedged forecasted transaction.  For a derivative not
designated as a hedging instrument, the gain or loss is
recognized in income in the period of change.  On June 30,
1999, the FASB issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective
Date of FASB Statement No. 133".  SFAS No. 133 as amended by
SFAS No. 137 is effective for all fiscal quarters of fiscal
years beginning after June 15, 2000.  In June 2000, the FASB
issued SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities".  SFAS No. 133 as
amended by SFAS No. 137 and 138 is effective for all fiscal
quarters of fiscal years beginning after June 15, 2000.

Historically, the Company has not entered into derivatives
contracts to hedge existing risks or for speculative purposes.
Accordingly, the Company does not expect adoption of the new
standard to have a material effect on the consolidated
financial statements.

In December 1999, the Securities and Exchange Commission issued
Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition
in Financial Statements."  SAB 101 provides guidance for
revenue recognition under certain circumstances, and is
effective during the first quarter of fiscal year 2001.  SAB
101 is not expected to have a material effect on the
consolidated results of operations, financial position and cash
flows.

In June 2001, the FASB issued Statement No. 142 "Goodwill and
Other Intangible Assets".  This Statement addresses financial
accounting and reporting for acquired goodwill and other
intangible assets and supersedes APB Opinion No. 17, Intangible
Assets. It addresses how intangible assets that are acquired
individually or with a group of other assets (but not those
acquired in a business combination) should be accounted for in
financial statements upon their acquisition. This Statement
also addresses how goodwill and other intangible assets should
be accounted for after they have been initially recognized in
the financial statements.  As noted in Note 4, the Company
recognized $332,111 in impairment charges during the year ended
November 30, 2001 in connection with the ClubComputer.com, Inc.
agreement.

There were no adjustments made to the consolidated financial
statements for the year ended November 30, 2002 in regards to
FASB 142.



                                 F-13

<PAGE>


                    INFE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    NOVEMBER 30, 2002 AND 2001



NOTE 2.	LIQUIDITY AND PROFITABILITY CONSIDERATIONS

Going Concern Considerations
----------------------------

The accompanying consolidated financial statements have been
presented in accordance with accounting principles generally
accepted in the United States of America, which assume the
continuity of the Company as a going concern.  The Company has
incurred substantial net losses in fiscal years 2002 and 2001,
and has an accumulated deficit as of November 30, 2002 of
approximately $8,218,000.  Additionally, the Company is subject
to the cash flow impacts of receiving substantial portions of
revenue in equity instruments, which in large part are not yet
available for sale at the time they are received.  The Company
possess' demand and piggyback registration rights for some of
the shares.  All of the shares generally become available for
sale after the Company has owned them for more than one year,
subject to the limitations of SEC Rule 144.  In addition, the
Company had not remitted payroll taxes on a timely basis during
fiscal year 2000 and the first quarter of 2001 (see Note 9).
These conditions raise substantial doubt as to the ability of
the Company to continue as a going concern.

Management has formulated and is in the process of implementing
its business plan intended to develop steady revenues and
income in each of its areas of operation.  This plan includes
the following, subject to obtaining the necessary financing:

*       Signing new clients for the INFe-Ventures, Inc. subsidiary.
*       In December 2001, the Company reached an agreement with Arthur
        D. Viola d/b/a Daniels Corporate Advisory Company wherein
        Daniels has acquired the right to 80% of the ownership of
        INFe-Human Resources, Inc. and Daniels has agreed to finance a
        roll-up of Professional Employer Organization (PEO).   This
        subsidiary will than be spun-off as a separate public company.
        This roll-up and spin-off is expected to be completed during
        the second quarter of 2003.
*       The Company has commenced sales for its investor public
        relations services under the INFe-Relations, Inc. subsidiary
        and will continue to grow this subsidiary through additional
        sales and marketing efforts.
*       The Company became authorized as a value-added reseller for
        Riverstone Networks, Inc., a NASDAQ listed (RSTN) manufacturer
        of leading edge telecommunication equipment with annual
        revenue in excess of $69,000,000. The Company is positioned
        as both a reseller and financing resource for Riverstone and
        expects to generate a significant sales volume through this
        relationship.
*       The new VentureClub website was launched in the third fiscal
        quarter of 2002 to assist emerging companies in locating
        financing and for investors to identify emerging companies
        they wish to target for investment. VentureClub's operations
        is expected to provide a significant revenue stream for the
        Company.
*       The Company's wholly-owned subsidiary, ITCareerNET.com, Inc.
        has successfully completed an upgrade of its proprietary
        software and website content in preparation for a re-launching
        of its business into the internet-based recruiting industry.
        The new system will function as an ASP (Automated Service
        Provider) and provide clients with a web-based state of the
        art automated recruiting system.  The Company plans to spin-
        off its, ITCareerNET.com, Inc. subsidiary as a separate public
        company.




                                 F-14

<PAGE>


                    INFE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    NOVEMBER 30, 2002 AND 2001


NOTE 2.	LIQUIDITY AND PROFITABILITY CONSIDERATIONS (CONTINUED)

Going Concern Considerations (Continued)
----------------------------------------

*       Management has formulated and announced a new business model
        that calls for the Company to begin an acquisition program
        designed to bring recurring revenues and earnings into the
        Company, spin off existing service subsidiaries that will
        function as independent operations and focus on additional
        acquisitions in the telecommunications, biomedical, software
        and technology products industries that have recurring
        revenues and significant growth potential. In October the
        Company acquired TelTech, its first acquisition, and is
        screening additional prospective acquisition target companies.
*       The Company executed a term sheet in the fourth fiscal quarter
        from an investment bank to avail the Company up to $10,000,000
        in financing in the form of a structured equity line of credit,
        to help fund these acquisitions. The Company has postponed
        this financing until better terms can be arranged.

Summary
-------

Presently, the Company cannot ascertain the eventual success of
management's plans with any degree of certainty.  The
accompanying consolidated financial statements do not include
any adjustments that might result from the eventual outcome of
the risks and uncertainties described above.

NOTE 3.	PRIOR PERIOD ADJUSTMENT

As more fully described below, and based upon the subsequent
discovery of facts existing when the consolidated financial
statements were originally issued, the Company corrected the
accounting for shares of common stock issued during 1997 in
connection with an agreement to purchase long distance
telephone services during fiscal 2000.  The correction was made
to reflect the deferred charge associated with the common
shares issued over the contract period as outlined in the
agreement.

In December 1996, the Company entered into an agreement to
purchase up to $1,000,000 of long distance telephone services.
The consideration was to be up to 500,000 shares (pre-split of
the August 2001 split) of our common stock, subject to SEC Rule
144.  The actual number of shares to be exchanged was
predicated upon the value of our common stock at the time the
telecommunications time was used.

The Company had not used any telecommunications services
pursuant to this agreement through November 30, 2000.
Additionally, the company that was obligated to provide these
telecommunication services ceased operations on or about
January 1, 2000.



                                 F-15

<PAGE>


                    INFE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    NOVEMBER 30, 2002 AND 2001



NOTE 3. PRIOR PERIOD ADJUSTMENT (CONTINUED)

The Company issued 500,000 shares (pre-split of the August 2001
split) of its common stock to the service provider on July 30,
1997.  The consolidated financial statements for the year ended
November 30, 2000 were restated to reflect those common shares
as issued and outstanding and to reflect the deferred charge
associated with the issuance of those shares as a reduction of
stockholders' equity.

Due to the fact that no services were rendered, the Company
pursued the return of those common shares during fiscal 2001.
As the Company was not successful in obtaining the return of
its common shares, the balance of the deferred charge
($245,000) was charged to expense in that period.

NOTE 4.	BUSINESS ACQUISITIONS

ClubComputer.com, Inc.
----------------------

Effective April 10, 2000, the Company acquired certain
intangible assets of ClubComputer.com, Inc. in exchange for
consideration consisting of (i) 250,000 shares (pre-split of
the August 2001 split) of our restricted common stock at
closing, which were valued at $320,250 and (ii) seven equal
installments of $250,000 in our restricted common stock every
three months from the date of closing. The purchase price of
approximately $1.6 million was assigned to intangible assets
acquired based on estimated fair values at April 10, 2000, the
date of acquisition.

On August 9, 2000, the Company signed an addendum to the
Agreement for Sales of Assets of ClubComputer.com, Inc.  The
addendum provided for a single and final payment of 800,000
shares (pre-split) of common stock after receipt of which the
Company will have completely extinguished its debt to the
Seller. The 800,000 shares (pre-split of the August 2001 split)
were issued to ClubComputer.com, Inc., and valued at $277,550,
resulting in a total revised purchase cost of $597,800.  The
cost originally assigned to intangible assets was modified
accordingly. The intangible assets were being amortized over a
three-year period.

During fiscal 2001, management reevaluated the remaining value
of this intangible for impairment and wrote off the entire
remaining balance of $332,111.

Exposure4u.com, Inc.
--------------------

On August 16, 2000, the Company acquired the assets of
Exposure4u.com, Inc. for a total consideration of $53,406,
consisting of $40,125 in cash and the issuance of 42,500 shares
(pre-split of the August 2001 split) of the Company's common
stock valued at $13,281. The acquisition was accounted for as a
purchase.  The total consideration exceeded the fair value of
the assets acquired (consisting of hardware and software) by
$46,063. This excess is included in intangible assets and is
being amortized over a three-year period.



                                 F-16

<PAGE>


                    INFE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    NOVEMBER 30, 2002 AND 2001

NOTE 4.	BUSINESS ACQUISITIONS (CONTINUED)

Exposure4u.com, Inc. (Continued)
--------------------------------

As an integral part of the acquisition of Exposure4u, the
Company entered into employment agreements with the two former
owners of Exposure4u.  Both agreements were for a period of one
year, from August 21, 2000 to August 21, 2001.

In January 2001, the Company terminated the above employment
agreements pursuant to termination provisions within the
agreements.  The Company also recorded an adjustment for
impairment of the intangibles acquired in connection with this
purchase in the amount of $46,713.

NOTE 5.	PROPERTY AND EQUIPMENT

Property and equipment as of November 30, 2002 and 2001 were as
follows:

<TABLE>
<CAPTION>
                              Estimated Useful
                                Lives (Years)          2002            2001
                              ----------------      ----------      ----------
<S>                           <C>                   <C>             <C>
Furniture and fixtures              5               $    8,000      $    8,000
Equipment                          3-5                  47,365          47,365
Website design and setup            3                  130,823         130,823
Hardware and software               3                   10,253          10,253
                                                    ----------      ----------
                                                       196,441         196,441
Less accumulated depreciation                          171,491         117,652
                                                    ----------      ----------
Property and equipment, net                         $   24,950      $   78,790
                                                    ==========      ==========
</TABLE>


Depreciation expense was $53,839 and $59,934 for the years ended
November 30, 2002 and 2001, respectively.

NOTE 6.	INVESTMENTS

The following is a summary of the investment securities as of
November 30, 2002 and 2001.


                     Year Ended November 30, 2002
                     ----------------------------

<TABLE>
<CAPTION>
                                           Cumulative    Cumulative
                                              Gross        Gross
                                            Unrealized   Unrealized   Estimated
                                  Cost        Gains        Losses     Fair Value
                            -------------  -----------   ----------   ----------
<S>                         <C>            <C>           <C>          <C>

Trading equity securities   $     607,788  $         -   $ (393,807)  $  213,981
                            =============  ===========   ==========   ==========
Available-for-sale
   equity securities        $         280  $         -   $      (80)  $      200
                            =============  ===========   ==========   ==========
</TABLE>



                                 F-17

<PAGE>



                    INFE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    NOVEMBER 30, 2002 AND 2001


NOTE 6.	INVESTMENTS (CONTINUED)

                     Year Ended November 30, 2001
                     ----------------------------

<TABLE>
<CAPTION>
                                           Cumulative    Cumulative
                                              Gross        Gross
                                            Unrealized   Unrealized   Estimated
                                  Cost        Gains        Losses     Fair Value
                            -------------  -----------   ----------   ----------
<S>                         <C>            <C>           <C>          <C>

Trading equity securities   $     174,168  $         -   $  (82,453)  $   91,715
                            =============  ===========   ==========   ==========
Available-for-sale
   equity securities        $       9,911  $         -   $        -   $    9,911
                            =============  ===========   ==========   ==========
</TABLE>

During the year ended November 30, 2002, the Company received a
total of 1,309,853 shares of common stock of four companies with
a value of $488,576, as payment for consulting services and
success fees, which are included in trading equity securities.
The fair value of the consulting services provided equals the
market value of the securities received as payment per the terms
of the agreement.

There were no proceeds from sales of available-for-sales
securities and no gross realized gains and the Company recognized
a loss $9,711 due to an other than temporary decline in the
market value of some available-for-sale securities for the year
ended November 30, 2002.

During the year ended November 30, 2001, the Company sold 250,000
shares of available-for-sale securities for $127,500.  The
carrying cost of the securities was $232,015, resulting in a
realized loss of $104,515.  In addition, during the year ended
November 30, 2001, the Company recognized a loss of $903,719 due
to an other than temporary decline in the market value of some
available-for-sale securities. Furthermore, during the year ended
November 30, 2001, the Company transferred available-for-sale
securities with a carrying cost of $238,280 to its trading
securities portfolio, as the securities became free trading.

The change in net unrealized holding gains (losses), net of
deferred income taxes, included in other comprehensive income
(loss) amounted to $ -0- and $(1,009,633) for the years ended
November 30, 2002 and 2001, respectively.



                                 F-18

<PAGE>



                    INFE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    NOVEMBER 30, 2002 AND 2001


NOTE 7.	INTANGIBLE ASSETS

Intangible assets as of November 30, 2002 and 2001 were as
follows:

<TABLE>
<CAPTION>
                                          2002             2001
                                        ---------        ---------
<S>                                     <C>              <C>
Intangible assets                       $  81,019        $  81,019
Accumulated amortization                   55,858           28,851
                                        ---------        ---------
                                        $  25,161        $  52,168
                                        =========        =========
</TABLE>

Amortization expense for the years ended November 30, 2002 and
2001 were $27,007 and $171,281, respectively.

Additionally, during the year ended November 30, 2001, we wrote
off intangible assets with a remaining value of $332,111.

NOTE 8.	ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable as of November 30, 2002 and 2001 were as
follows:

<TABLE>
<CAPTION>
                                                     2002             2001
                                                  ---------        ---------
<S>                                               <C>              <C>
Accounts payable                                  $ 375,297        $ 385,544
Accrued payroll, including $100,000
due the President and CEO for 2002
and 2001                                            182,324          182,324
Accrued bonuses and fees                             22,240           22,240
Accrued interest                                     60,309           34,878
Other accrued liabilities                            65,460           70,723
                                                  ---------        ---------
                                                  $ 705,630        $ 695,709
                                                  =========        =========
Accrued bonuses and fees consist of the
following:

Due the President and CEO for bonus earned
during the third and fourth quarter of 2001,
in accordance with the terms of an employment
agreement dated January 1, 2000; payable in
231,390 shares of common stock for 2001           $  12,240        $  12,240

Due to a third party in 400,000 shares of
common stock, in connection with two notes
payable to the third party.  See Note 11             10,000           10,000
                                                  ---------        ---------
                                                  $  22,240        $  22,240
                                                  =========        =========
</TABLE>



                                 F-19

<PAGE>


                    INFE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    NOVEMBER 30, 2002 AND 2001

NOTE 9.	PAYROLL TAXES PAYABLE

Payroll taxes payable represents the unpaid balance of Federal
withholding and social security taxes primarily for the third and
fourth quarters of 2000 and the first quarter of 2001, related to
the non-cash compensation paid to certain employees, that have
been withheld and accrued by the Company, together with penalties
and interest that were imposed by the Internal Revenue Service as
a result of non-remittance of these taxes.  No subsequent
payments have been made on these payroll taxes to the date of
this report.

NOTE 10. RELATED PARTY TRANSACTIONS

During the course of business, the President and other employees
will advance funds to the Company, that are non-interest bearing
and due on demand. The Company at November 30, 2002 and 2001,
owes these related parties $106,839 and $109,838, respectively.
The Company has classified these payables as current liabilities.

NOTE 11. NOTES PAYABLE

During the year ended November 30, 2001, the Company borrowed
$50,000 from a third party, in two separate notes, both bearing
interest at 12%.  The first note for $25,000 is dated July 11,

2001 and the second note for $25,000 is dated August 14, 2001.
The first note and accrued interest was due on August 31, 2001
and was in default. Accordingly, late fees of 10%, as required by
the agreement, have been accrued on the note. The second note and
accrued interest was due on October 31, 2001 and was in default.
Accordingly, late fees of 10%, as required by the agreement, have
been accrued on the note. Subsequently, the lender extended the
due dates of these notes to June 30, 2003, and no additional late
charges have been accrued. Interest however, is still accruing.

As an inducement to offer these loans, the Company agreed to
issue 400,000 shares of its common stock to the lender of these
notes. Interest expense of $10,000 was charged to operations,
with the offset included in accounts payable and accrued expenses
at November 30, 2001. During the year ended November 30, 2002,
the Company issued 400,000 of the 800,000 shares (pre-split) of
stock to the note holder valued at $14,000, in lieu of paying
some of the back interest that was accrued. Interest expense on
these notes was approximately $6,000 and $1,500, respectively for
the years ended November 30, 2002 and 2001.

The Company signed a formal note in the amount of $55,000
evidencing the amount due its former auditing firm. This note was
due on June 15, 2002 with interest payable at 8% and is currently
in default. Accrued interest and interest expense on this note
for the year ended November 30, 2002 is $3,667.

The Company entered into a loan agreement and received $77,500
(of which $2,500 was paid directly to the lender's attorney) with
interest at 12%. Concurrent therewith, the Company issued
3,000,000 shares to the holder of the note as collateral. The
value ($135,000) of the Company's common stock issued as
collateral is included as a reduction of additional paid in
capital in the equity section of the consolidated financial
statements. The note with interest is due and payable on April
25, 2003. Accrued interest and interest expense on this note for
the year ended November 30, 2002 is $5,425.



                                 F-20

<PAGE>



                    INFE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    NOVEMBER 30, 2002 AND 2001



NOTE 12. SUBORDINATED NOTE PAYABLE

During the year ended November 30, 2000, the Company borrowed
$295,021 pursuant to a note payable to a third party.  The note
is subordinated to all of the Company's existing liabilities and
is accruing interest at 10% per annum.  The note was
collateralized by an engagement agreement between the Company and
one of its customers dated May 2, 2000, pursuant to which the

Company was to receive a management fee of $150,000.  Upon
receipt of this fee, the Company was to remit to the holder of
the note a principal payment of $150,000 and any outstanding
accrued interest. The engagement agreement was cancelled without
the Company receiving any management fee.

In October 2000, the Company transferred securities with a value
of $37,500 to the third party, and repaid an additional $17,631,
thereby reducing the balance of the note to $239,890 as of
November 30, 2000.

During the year ended November 30, 2001, the Company issued
4,800,000 shares (pre-split of the August 2001 split) of its
common stock to the third party, in repayment of $120,000 against
the note. The price of the Company's common stock on the date of
issuance of the shares was $0.05.  Accordingly, interest expense
of $120,000 was recognized as the difference between the value of
the shares on that date ($240,000) and the $120,000. The
remaining balance of the note is payable via issuance of the
Company's common stock and/or via delivery of securities owned by
the Company.

Because this note can be satisfied by issuance of the Company's
common stock or securities, this payable has been presented as
long-term in the accompanying consolidated balance sheet.


NOTE 13. COMMON STOCK

Common Stock for Services Issued to our President and Vice
Chairman
----------------------------------------------------------

To date, the Company's President has been compensated for
services through the issuance of common stock.  During the year
ended November 30, 2001, he earned 411,451 shares of restricted
Rule 144 common stock as a bonus for the year. These shares
were valued at $32,801.  During the year ended November 30,
2001, he was issued a total of 585,277 shares valued at $87,629
against the 700,972 shares owed to him. The remaining balance
of 231,390 shares valued at $12,240 owed to him is included in
accounts payable and accrued expenses in the accompanying
consolidated balance sheet.  In addition, 2,000,000 shares
(pre-split of the August 2001 split) of restricted Rule 144
common stock valued at $100,000 was issued to the President and
CEO in lieu of salary for the first and second quarter of
fiscal 2001. During the year ended November 30, 2002, the
Company's President earned 232,672 shares of restricted Rule
144 common stock valued at $8,144 as a bonus and the Company
issued its President 5,000,000 shares of restricted Rule 144
common stock valued at $100,000 in lieu of salary.

During the year ended November 30, 2002, the Company issued
3,500,000 shares of restricted Rule 144 common stock to its
Vice Chairman valued at $70,000 in lieu of salary.



                                 F-21


<PAGE>


                    INFE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    NOVEMBER 30, 2002 AND 2001


NOTE 13. COMMON STOCK (CONTINUED)

Common Stock for Services Issued to Consultants and For Other
Compensation
-------------------------------------------------------------

The Company during the year ended November 30, 2002 issued an
additional 2,400,000 shares of common stock to certain
individuals in lieu of salary valued at $68,250.

The Company during the year ended November 30, 2002 issued
3,100,000 shares of common stock for services to consultants
and for post-implementation of web design services at a value
of $373,500 and charged to expenses. Additionally, the Company
issued 1,200,000 shares of common stock in connection with an
agreement entered into with TelTech. These shares were valued
at $24,000.

During the year ended November 30, 2001, the Company issued
2,032,240 shares (pre-split of the August 2001 split) of
restricted Rule 144 common stock valued at $101,612 to an
employee in payment of salary owed to him.  Of this amount,
$79,236 related to services performed during the prior fiscal
year.

During the year ended November 30, 2001, the Company issued a
total of 1,481,097 shares (pre-split of the August 2001 split)
of common stock for services rendered valued at $51,708.  Of
this amount, $7,822 related to services performed during the
prior fiscal year.

Common Stock in Lieu of Loan Repayment
--------------------------------------

During the year ended November 30, 2001, the Company issued
4,800,000 shares (pre-split of the August 2001 split) to a
creditor in repayment of $120,000 against a subordinated note
payable. The price of the common stock on the date of issuance
of the shares was $0.05.  Accordingly, interest expense of
$120,000 was recognized for the difference between the value of
the shares on that date ($240,000) and the $120,000.  See Note
12.

Common Stock Issued in Connection with Note Payable
---------------------------------------------------

During the year ended November 30, 2002, the Company issued
200,000 shares valued at $14,000 to a third party in
connection with two notes payable. This amount was previously
included in accounts payable and accrued expenses.	The
Company also issued 3,000,000 additional shares as collateral
for the note payable valued at $135,000.


NOTE 14. STOCK OPTIONS

All options numbers and amounts have been restated to reflect the
1 for 4 reverse split and the 2 for 1 stock split discussed in
Note 1.

In December 1999, the Board of Directors authorized the adoption
of a Stock Option Plan.  The Company has not yet taken the steps
necessary to formalize this action by means of a written
document.  The Board of Directors authorized 250,000 options to
be subject to this plan when it is formalized.



                                 F-22

<PAGE>


                    INFE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    NOVEMBER 30, 2002 AND 2001



NOTE 14. STOCK OPTIONS (CONTINUED)

During the year ended November 30, 2000, the Company had issued
898,750 options to employees.  These options were at the closing
price of the common stock at the date of grant, except for 25,000
options to an employee that were granted at $0.4 per share.  All
of the employees' options expire over a five-year period.  No
employee options were granted during the years ended November 30,
2002 and 2001.

The Company applies APB opinion 25, "Accounting for Stock Issued
to Employees" and related interpretations in accounting for
options issued to employees.  Compensation cost for stock options
is measured at the intrinsic value, which is the excess of the
market price of the common stock at the date of grant over the
amount the recipient must pay to acquire the common stock.
Compensation expense of $36,880 was recognized during fiscal year
2000 in conjunction with options granted to an employee at an
exercise price below the market price of the common stock at the
date of grant.

Statement of Financial Accounting Standards No. 123 (SFAS 123),
"Accounting for Stock-Based Compensation", requires companies to
provide pro forma information regarding net income (loss) and
earnings (loss) per share as if compensation cost for the
employee stock options had been determined in accordance with the
fair value based method prescribed in SFAS 123.

The Company estimates the fair value of each stock option at the
grant date by using the Black-Scholes option-pricing model with
the following weighted-average assumptions used for grants in
2000: no dividend yield; expected life of 5 to 7 years; 260%
expected volatility, and 6.5% risk free interest.

The option valuation model was developed for use in estimating
the fair value of traded options, which have no vesting
restrictions and are fully transferable.  In addition, valuation
models require the input of highly subjective assumptions
including the expected price volatility.  Since the stock options
have characteristics significantly different from those of traded
options, and since variations in the subjective input assumptions
can materially affect the fair value estimate, the actual results
can vary significantly from estimated results.




                                 F-23

<PAGE>


                    INFE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    NOVEMBER 30, 2002 AND 2001

NOTE 14. STOCK OPTIONS (CONTINUED)

A summary of the status of options granted as of November 30,
2002 and 2001 and changes during the years then ended are
presented below:

<TABLE>
<CAPTION>
                                        November 30, 2002             November 30, 2001
                                        -----------------             -----------------
                                                   Weighted                    Weighted
                                                    Average                     Average
                                      Shares     Exercise Price    Shares    Exercise Price
                                     ---------   --------------   ---------  --------------
<S>                                  <C>         <C>              <C>        <C>

Balance at beginning of year         3,495,000      $ 0.4656      3,495,000     $ 0.4656
Options granted                              -                            -
Options exercised                            -                            -
Options expired                              -                            -
                                     ---------                    ---------
Balance at end of year               3,495,000      $ 0.4656      3,495,000     $ 0.4656
                                     =========                    =========
Options granted during the year at
 exercise prices which equal to or
 exceed market value of stock at
 date of grant:
     Weighted average exercise price         -             -              -            -
     Weighted average fair value             -             -              -            -
Options granted during the year at
 exercise prices  below market price
 of stock at date of grant:
     Weighted average exercise price         -             -              -            -
     Weighted average fair value             -             -              -            -
</TABLE>


<TABLE>
<CAPTION>
                             Options Outstanding             Options Exercisable
                             -------------------             -------------------

                 Weighted Number   Average      Weighted      Number        Weighted
Range of         Outstanding at   Remaining     Average    Exercisable at   Average
Exercise          November 30,    Contractual   Exercise    November 30,    Exercise
Prices                2002           Life         Price        2002           Price
--------         ---------------  -----------   --------   --------------   --------
<S>              <C>              <C>           <C>        <C>              <C>

$0.0100-$0.1000           60,000       3.0      $0.0938            60,000    $0.0938
$0.4000-$0.4688        3,275,000       3.5      $0.4688         1,275,000    $0.4688
$0.5000-$0.5625          160,000       3.6      $0.5391            80,000    $0.3568
                       ---------                                ---------
                       3,495,000       3.5      $0.4656         1,415,000    $0.4542
                       =========                                =========
</TABLE>



                                 F-24

<PAGE>


                    INFE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    NOVEMBER 30, 2002 AND 2001


NOTE 15. COMMITMENTS AND OTHER MATTERS

Lease Commitments
-----------------

The Company subleases the facilities under an operating lease
which expired on September 30, 2002.  The lease provides for
monthly payment of $3,521. This lease has been extended on a
month-to-month basis.

Rent expense for the fiscal years ended November 30, 2002 and
2001 was $43,913 and  $84,385, respectively.

Other Matter
------------

We have received a letter of inquiry from the Securities and
Exchange Commission regarding various issues.  We have engaged
legal counsel, gathered the requested information and
documents, and responded in a timely manner.

NOTE 16. SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental disclosure of cash flow information for the years
ended November 30, 2002 and 2001 is as follows:

<TABLE>
<CAPTION>
                                                         2002            2001
                                                     -----------     -----------
<S>                                                  <C>             <C>
Non-Cash Investing and Financing Activities:
   Stock issued for services and compensation        $   771,068     $   186,824
                                                     ===========     ===========
   Stock to be issued in lieu of cash for services   $         -     $    22,240
                                                     ===========     ===========
   Stock issued for collateral for note payable      $   135,000     $         -
                                                     ===========     ===========
   Stock received in lieu of cash for services
     rendered                                        $   488,576     $    29,551
                                                     ===========     ===========
   Stock issued as a reduction of the liability
     for stock to be issued                          $         -     $   106,914
                                                     ===========     ===========
   Stock received in satisfaction of trade account
     receivable and note receivable                  $         -     $    70,000
                                                     ===========     ===========
   Stock issued in repayment of subordinated note
     payable                                         $         -     $   120,000
                                                     ===========     ===========
   Stock issued as a reduction of accrued payroll    $         -     $    79,236
                                                     ===========     ===========
   Stock issued in lieu of interest expense          $         -     $   120,000
                                                     ===========     ===========

</TABLE>

There were no amounts paid for interest or taxes in the years
ended November 30, 2002 and 2001, respectively.


NOTE 17. INCOME TAXES

The Company follows SFAS No. 109, "Accounting For Income Taxes."
SFAS No. 109 requires the recognition of deferred tax liabilities
and assets for temporary differences, operating loss
carryforwards, and tax credit carry-forwards existing at November
30, 2002.

A temporary difference is a difference between the tax basis of
an asset or liability and its reported amount in the financial
statements that will result in taxable or deductible amounts in
future years when the asset is recovered or the liability is
settled.


                                 F-25

<PAGE>


                    INFE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    NOVEMBER 30, 2002 AND 2001



NOTE 17. INCOME TAXES (CONTINUED)

Deferred taxes represent the future tax return consequences of
these differences.

For income tax purposes, the Company reports income on a cash
basis.  Accordingly, accounts receivable, accounts payable, and
accrued expenses, including deferred compensation, have no tax
basis.  Accounts receivable will be taxable when collected, and
accounts payable and accrued expenses will be deductible as
payments are made.

The basis of property and equipment for financial reporting
exceeds their tax basis by the cumulative excess of accelerated
depreciation for tax purposes over straight-line and accelerated
depreciation for book purposes.  This excess will be taxable in
future periods.

The components of the provision (benefit) for income taxes, for
the fiscal years ended 2002 and 2001 are as follows:

<TABLE>
<CAPTION>
                                                         2002            2001
                                                     -----------     -----------
<S>                                                  <C>             <C>
Current
   Federal                                           $         -     $         -
   State                                                       -               -
                                                     -----------     -----------
   Total benefit for income taxes                    $         -     $         -
                                                     ===========     ===========

Deferred:
   Federal                                           $         -     $   544,959
   State                                                       -          48,000
                                                     -----------     -----------
   Total benefit for income taxes                    $         -     $   592,959
                                                     ===========     ===========
</TABLE>


A reconciliation of income tax computed at the statutory federal
rate to income tax expense (benefit) is as follows:

<TABLE>
<CAPTION>
                                                         2002            2001
                                                     -----------     -----------
<S>                                                  <C>             <C>

Tax provision at the statutory rate of 34%           $  (315,750)    $(1,125,500)
State income taxes, net of federal income tax                  -        (100,000)
Change in valuation allowance                           (479,000)      2,758,000
Other, net                                               794,750        (939,541)
                                                     -----------     -----------
                                                     $         -     $   592,959
                                                     ===========     ===========
</TABLE>



                                 F-26
<PAGE>


                    INFE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    NOVEMBER 30, 2002 AND 2001



NOTE 17. INCOME TAXES (CONTINUED)

Deferred tax assets and liabilities at November 30, 2002 and 2001
were approximately as follows:

<TABLE>
<CAPTION>
                                                         2002            2001
                                                     -----------     -----------
<S>                                                  <C>             <C>

Deferred tax assets:
   Net operating loss carryforwards                  $ 2,775,000     $ 2,500,000
   Reserve for uncollectibles                                  -          75,000
   Accrual to cash conversion                             23,000         497,000
   Unrealized losses on securities                       388,000         593,000
                                                     -----------     -----------
      Gross deferred tax assets                        3,186,000       3,665,000

Deferred tax liabilities:
   Unrealized gains on securities                              -               -

Valuation allowance                                   (3,186,000)     (3,665,000)
                                                     -----------     -----------
      Net deferred taxes                             $         -     $         -
                                                     ===========     ===========
</TABLE>


As of November 30, 2002, it is estimated that there will be net
operating loss carryforwards of approximately $8,281,000, which
expire in various years through 2020; however, the utilization of
the benefits of such carryforwards may be limited, as more fully
discussed below.  Sufficient uncertainty exists regarding the
realization of these operating loss carryforwards, and,
accordingly, a valuation allowance of approximately $3,186,000,
which is related to the net operating losses and other temporary
differences, has been established.

In accordance with certain provisions of the Tax Reform Act of
1986, a change in ownership of greater than 50% of a corporation
within a three-year period will place an annual limitation on a
corporation's ability to utilize its existing tax benefit
carryforwards.  Under such circumstances, the potential benefits
from utilization of the tax loss carryforwards as of that date
may be substantially limited or reduced on an annual basis.  To
the extent that net operating loss carryforwards, when realized,
relate to stock options deductions, the resulting benefits will
be credited to stockholders' equity.





                                 F-27
<PAGE>


                    INFE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    NOVEMBER 30, 2002 AND 2001


NOTE 18. NET LOSS PER COMMON SHARE

The following table sets forth the computation of basic and
diluted net loss per common share for the years ended November
30, 2002 and 2001.

<TABLE>
<CAPTION>
                                       Year Ended     Year Ended
                                       November 30,   November 30,
                                          2002           2001
                                       ------------   ------------
<S>                                    <C>            <C>
Numerator for basic and diluted
  loss per share -  net loss           $   (928,611)  $ (3,903,175)
                                       ============   ============
Denominator for basic and diluted
  loss per share -  Weighted average
  shares                                 22,461,974      6,363,046
                                       ============   ============
Basic and diluted net loss per common
 share                                 $       (.04)  $       (.61)
                                       ============   ============
</TABLE>


NOTE 19. SEGMENT INFORMATION

The Company's reportable operating segments include INFE-
Ventures, INFE-Technologies, INFE-Human Resources, and INFE-
Relations. INFE-Ventures provides financial and business
consulting services. INFE-Technologies provides technology
consulting and due diligence services.  This division also
operated ClubComputer.com, Inc. an Internet based business to
consumers of computer hardware and software products. INFE-Human
Resource Services provides human resource administrative
management, executive compensation plans and staffing services.
This division currently offers recruiting and staffing services
through ITCareerNET.com, an online technology recruiting service.
INFE-Relations provides investor and public relations services.

The Company allocates cost of revenues and direct operating
expenses to these segments.

Operating segment data for the years ended November 30, 2002 and
2001 is as follows:




                                 F-28
<PAGE>


                    INFE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    NOVEMBER 30, 2002 AND 2001



NOTE 19. SEGMENT INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
                                                             INFE-
                                   INFE-        INFE-        Human       INFE-
                                  Ventures    Technology   Resources   Relations   Corporate     Total
                                 ----------   ----------   ---------   ---------   ---------   ----------
<S>                              <C>          <C>          <C>         <C>         <C>+        <C>

Year ended November 30, 2002:
  Revenue                        $    5,000   $      100   $     100   $  45,300   $  866,929  $  917,429
  Direct costs of  revenue                -            -           -           -      950,223     950,223
                                 ----------   ----------   ---------   ---------   ----------  ----------
  Gross margin                   $    5,000   $      100   $     100   $  45,300   $ (83,294)  $  (32,794)
                                 ==========   ==========   =========   =========   ==========  ==========
  Depreciation and amortization  $        -   $    3,417   $  30,074   $       -   $   47,355  $   80,846
                                 ==========   ==========   =========   =========   ==========  ==========
  Total Assets                   $    4,941   $ (546,066)  $(183,417)  $  13,907   $1,005,184  $  294,549
                                 ==========   ==========   =========   =========   ==========  ==========
  Capital Expenditures           $        -   $        -   $       -   $       -   $        -  $        -
                                 ==========   ==========   =========   =========   ==========  ==========

</TABLE>


<TABLE>
<CAPTION>
                                                             INFE-
                                   INFE-        INFE-        Human       INFE-
                                  Ventures    Technology   Resources   Relations   Corporate     Total
                                 ----------   ----------   ---------   ---------   ---------   ----------
<S>                              <C>          <C>          <C>         <C>         <C>+        <C>

Year ended November 30, 2001:
  Revenue                        $        -   $        -   $  17,506   $  41,992   $   39,000  $   98,498
  Direct costs of  revenue                -            -       3,792       6,100       13,600      23,492
                                 ----------   ----------   ---------   ---------   ----------  ----------
  Gross margin                   $        -   $        -   $  13,714   $  35,892   $   25,400  $   75,006
                                 ==========   ==========   =========   =========   ==========  ==========
  Depreciation and amortization  $        -   $  152,546   $  24,898   $       -   $   53,771  $  231,215
                                 ==========   ==========   =========   =========   ==========  ==========
  Total Assets                   $        1   $ (542,690)  $(153,385)  $ (12,857)  $  986,604  $  277,670
                                 ==========   ==========   =========   =========   ==========  ==========
  Capital Expenditures           $        -   $        -   $  24,851   $       -   $        -  $   24,851
                                 ==========   ==========   =========   =========   ==========  ==========
</TABLE>

During the fiscal year ended November 30, 2002, sales to two
customers accounted for 46% and 18% of our total revenue,
respectively.  During the fiscal year ended November 30, 2001,
sales to three customers amounted to 25%, 23% and 14% of our
total revenue, respectively.




                                 F-29
<PAGE>


                    INFE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    NOVEMBER 30, 2002 AND 2001


NOTE 20. CONSULTING AGREEMENT

On December 19, 2001, the Company entered into a consulting
agreement with Arthur D. Viola (d.b.a. Daniels Corporate Advisory
Company) whereby Mr. Viola will be retained as an Independent
Contractor to structure, finance and ultimately manage a PEO
Roll-up within the human resource subsidiary. Mr. Viola will earn
and receive a "sign-on" bonus of 800,000 free-trading shares of
the Company's stock valued at $136,000, based on the closing
price of its common stock on the date of the agreement.
Additionally, Mr. Viola will invest $37,500 (through the purchase
of 300,000 free-trading shares of INFe), in order to provide
necessary working capital to commence the registration of that
subsidiary. Upon this investment, Mr. Viola will become a 100%
shareholder of INFe - Human Resources, which will become a spin-
off company. Once the deal gets structured with the PEO, Mr.
Viola and the owners of the acquired company and any investors
will own 80% of the company and the remaining 20% of the company
will be owned by the Company.

NOTE 21. VALUE - ADDED RESELLER AGREEMENT

The Company is a value-added reseller (VAR) for Riverstone
Networks, Inc., a NASDAQ listed (RSTN) manufacturer of leading
edge telecommunication equipment with annual revenue in excess of
$69,000,000. The Company is positioned as both a reseller and
financing resource for Riverstone and expects to generate a
significant sales volume through this relationship.  In 2002, the
Company has earned approximately $160,000 from this agreement,
and in accordance with the agreement is to hold approximately
$4,000,000 of their equipment in a bonded warehouse. Should
either of the parties fail to perform in accordance with the
terms of the agreement, the agreement will be terminated.  The
equipment was delivered to a Riverstone location in November
2002 at the request of Riverstone.

NOTE 22. LITIGATION

An action for collection of legal fees was filed against the
Company in the Fifteenth Judicial Circuit Court in and for the
Palm Beach county of Florida in February 2002. The Company denies
owing the amount in question and has engaged counsel to defend
its position. As of March 2003, the plaintiff's motion for a
judgment in this matter has been dismissed by the court. The
Company believes it will eventually settle this matter. No
amounts have been accrued for this claim.

NOTE 23. SUBSEQUENT EVENTS

On December 20, 2002, the Company entered into a promissory note
with an individual for $20,000 which matures March 20, 2003.
There is no interest or principal due on the note, however, if
the Company fails to pay the note by the maturity date, interest
will be 2% monthly, and compounded monthly until payment in full.
The note is secured by the Company's common stock and stock and
options of an officer of the Company.

The Company has executed several contracts for consulting
services subsequent to November 30, 2002. Each of the contracts
entered into are with companies that the Company deems to support
the business model employed by the Company.




                                 F-30
<PAGE>


                    INFE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    NOVEMBER 30, 2002 AND 2001


NOTE 23. SUBSEQUENT EVENTS (CONTINUED)

On February 21, 2003, the Company filed an S-8 registration of
6,000,000 shares of its common stock as part of its year 2003
Stock Incentive Plan. The Company anticipates the use of the
proceeds as an incentive to attract additional management and
consultants to expand its operations.



























                                 F-31

<PAGE>