SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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-----------------------
<P>
FORM 8-K12G3
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-----------------------
<P>
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
<P>
Date of Report (Date of earliest event reported):
November 14, 2000
<P>
INFINEX VENTURES, INC.
<P>
(Exact Name of Registrant as Specified in Its Charter)
<P>
Nevada
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(State or Other Jurisdiction of Incorporation)
<P>
52-2151795
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(Commission File Number) (IRS Employer Identification No.)
<P>
SUITE 200-675 WEST HASTINGS STREET,
VANCOUVER, BRITISH COLUMBIA, CANADA V6B 1N2
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(Address of Principal Executive Offices) (Zip Code)
<P>
(604) 682-8468
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(Registrant's Telephone Number, Including Area Code)
<P>
DOLLAR MAKER, INC.
270 NORTH CANON DRIVE, SUITE 203
BEVERLY HILLS, CALIFORNIA 90210
(Former Name or Former Address, if Changed
Since Last Report)
<P>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
-------------------------------------------
<P>
Pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") dated as of November 14, 2000, between Dollar
Maker, Inc., a Nevada Corporation ("Dollar Maker") and
Infinex Ventures, Inc., a Nevada corporation (the "Company"
of "Infinex"), Infinex acquired all of the issued and
outstanding shares of Dollar Maker from the owners of all
the outstanding shares of common stock of Dollar Maker in
exchange for 10,000 shares of restricted common stock of
Infinex and $45,000 in a transaction in which Infinex will
be the surviving company.
<P>
The Merger Agreement was adopted by the unanimous consent of
the Board of Directors of Dollar Maker and approved by the
unanimous consent of the shareholders of Dollar Maker on
November 14, 2000. The Merger Agreement was adopted by the
unanimous consent of the Board of Directors of Infinex on
November 14, 2000. The transaction is intended to qualify
as a reorganization within the meaning of Section
368(a)(1)(A) of the Internal Revenue Code of 1986, as
amended ("IRC").
<P>
Prior to the merger, Dollar Maker had 3,250,000 shares of
common stock outstanding which shares will be exchanged for
10,000 shares of restricted common stock of Infinex and
$45,000. By virtue of the merger, Infinex will acquire 100%
of the issued and outstanding common stock of Dollar Maker.
<P>
The officers of Infinex will continue as officers of the
successor issuer. See "Management" below. The officers,
directors and by-laws of Infinex will continue without
change as the officers, directors and by- laws of the
successor issuer.
<P>
No subsequent changes in the officers, directors and five
percent shareholders of the Company are presently known. The
following table sets forth information regarding the
beneficial ownership of the shares of the Common Stock (the
only class of shares previously issued by the Company) at
November 28, 2000 by (i) each person known by the Company to
be the beneficial owner of more than five percent (5%) of
the Company's outstanding shares of Common Stock, (ii) each
director of the Company, (iii) the executive officers of the
Company, and (iv) by all directors and executive officers of
the Company as a group, prior to and upon completion of this
Offering. Each person named in the table, has sole voting
and investment power with respect to all shares shown as
beneficially owned by such person and can be contacted at
the address of the Company.
<TABLE>
<S> <C> <C> <C>
NAME OF SHARES OF
TITLE OF CLASS BENEFICIAL OWNER COMMON STOCK PERCENT OF CLASS
--------------------------------------------------------------------------
Common Mario C. Aiello 2,760,000 51.65%
<P>
Common Gregory S. Yanke 1,000 .01%
Group
<P>
Common Athanasios Tom Raptis 0 0%
<P>
Common Earl W. Hope 0 0%
<P>
DIRECTORS AND
OFFICERS AS A
GROUP 2,761,000 51.67%
<P>
</TABLE>
<P>
The following is a biographical summary of the directors and
officers of the Company:
<P>
MARIO C. AIELLO, 51, has been the President and Director of
the Company since November 10, 2000. Mr. Aiello has more
than 17 years experience as an advisor and consultant in the
corporate and financial markets. In a consulting capacity,
he has successfully developed financial and administrative
programs for numerous clients in a variety of market
segments ranging from high-tech and manufacturing, to
natural resources. He has been directly responsible for
financing many of these companies and for securing share-
listing status for more than 25 of them, both on U.S. and
Canadian exchanges. He is President and Director of MCA
Equities Ltd., a consulting company providing management and
administrative advice and assistance to private and public
companies in both Canada and the United States. He has been
active in business development in various regions of China
for the last three years. He was responsible for evaluating
different business opportunities and was instrumental in
negotiating a number of joint ventures for Chinese corporate
entities.
<P>
ATHANASIOS TOM RAPTIS, 43, has been a Director of the
Company since November 10, 2000. Mr. Raptis, a West
Vancouver, BC entrepreneur, has more than 10 years
experience in the exploration and development of mineral
properties. He is a self employed geological and mining
consultant, and in this capacity has been responsible for
structuring and supervising the development of mining
infrastructures and operations. In the last four years he
has successfully completed the construction of a gold/silver
production mill in Lompon, Sumatra, Indonesia. He is
presently overseeing the further development of this
production facility.
<P>
EARL W. HOPE, 60, has been a Director of the Company since
November 10, 2000. Mr. Hope is presently consulting for St.
Elias Mines Ltd. in the area of finance and investor and
shareholder relations. Mr. Hope brings a wealth of personal
experience with private and public traded companies. He
spent 29 years as an Account Executive with several national
and international securities firms such as Midland Walwyn
Inc., West Coast Securities Ltd. and Canaccord Capital Inc.
His duties and responsibilities in this capacity included:
customer services, initial public offerings and market
underwritings. Mr. Hope has successfully completed the
Canadian Securities Course, the Series 62 US Corporate
Securities Limited Representative License and Series 63
Uniform Securities and Agent State Law Exam.
<P>
GREGORY S. YANKE, 31, has been the Secretary of the Company
since November 10, 2000. Mr. Yanke is a self-employed
securities lawyer and principal of Gregory S. Yanke Law
Corporation. From May 1996 to February 2000, he was
employed as an associate lawyer with Beruschi & Company,
Barristers and Solicitors, a Vancouver, Canada based law
firm that practices securities and corporate law. Mr. Yanke
is a graduate of the University of British Columbia,
receiving Bachelor degrees in Political Science (1991) and
Law (1994). He is a member in good standing with the Law
Society of British Columbia. Mr. Yanke currently acts as a
director of three British Columbia and Alberta reporting
companies: Pacific Topaz Resources Ltd., International
Alliance Resources Inc. and Maximum Ventures Inc. He is
also corporate secretary of LMX Resources Ltd., Randsburg
International Gold Corp., Alberta Star Mining Corp., and
Landstar Properties Inc., all of which are British Columbia
and Alberta reporting companies.
<P>
The Directors named above will serve until the next annual
meeting of the shareholders of the Company in the year 2001.
Directors will be elected for one year terms at each annual
shareholder's meeting. Officers hold their positions at the
appointment of the Board of Directors.
<P>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
--------------------------------------------
<P>
Pursuant to the Merger Agreement, the Company acquired one
hundred percent (100%) of the issued and outstanding shares
of common stock (Common Stock) of Dollar Maker from all of
the shareholders of the issued and outstanding Common Stock
of Dollar Maker, for 10,000 shares of $0.001 par value
common stock of the Company and $45,000. In evaluating the
Acquisition, Dollar Maker used criteria such as the value of
the Company's business relationships, goodwill, the
Company's ability to compete in the mineral exploration
industry and the Company's current and anticipated business
operations. No material relationship exists between the
selling shareholders of Dollar Maker or any of its
affiliates, any director or officer, or any associate of any
such director or officer of Dollar Maker and the Company.
The consideration exchanged pursuant to the Merger Agreement
was negotiated between Dollar Maker and the Company in an
arm's-length transaction. The consideration paid derived
from the Company's treasury stock and working capital.
<P>
FORMATION
<P>
Infinex Ventures, Inc. (the "Company") was organized as a
Nevada corporation on December 30, 1998. Infinex is a
natural resource company engaged in the acquisition,
exploration and development of mineral properties.
<P>
BUSINESS
<P>
The Company is a natural resource company engaged in the
acquisition, exploration and development of mineral
properties. The Company has an interest in the property
described below under the heading "Mineral Property Option
Agreement", designated below as the "Long Canyon Property".
The Company intends to conduct exploration work on the Long
Canyon Property in order to ascertain whether the Long
Canyon Property possesses commercially developable
quantities of lead, zinc, silver, copper and other
economically valuable minerals. There can be no assurance
that a commercially viable mineral deposit or reserve exists
on the Long Canyon Property until appropriate exploratory
work is completed and a comprehensive evaluation based on
such work concludes legal and economic feasibility.
<P>
Infinex's corporate mandate is to engage in mineral property
exploration and development, a highly speculative activity
that involves greater risks than most business ventures.
Few properties that are explored are ultimately developed
into producing mines. At present, the Long Canyon Property
does not contain a known body of commercial ore. Further,
there is not any certainty that Infinex's exploration of the
Long Canyon Property will result in discoveries of
commercial quantities of ore.
<P>
In the course of exploration, development and production of
mineral properties, certain risks, and in particular,
unexpected or unusual geological operating conditions
including rock bursts, cave-ins, fires, flooding and
earthquakes may occur. It is not always possible to fully
insure against such risks and Infinex may decide not to take
out insurance against such risks as a result of high
premiums or other reasons. Should such liabilities arise,
they could reduce or eliminate any future profitability of
Infinex. Infinex does not maintain insurance against
environmental risks.
<P>
Generally speaking, there are three successive stages in the
development of a mineral property:
<P>
1. Early Stage: A relatively "grass roots" initial
program, usually initiated as a result of visual inspection
and prospecting work (i.e., interesting outcropping and
other observable phenomena). Formal programs usually
consist of mapping, geophysical and geochemical sampling and
perhaps some limited drilling.
<P>
2. Development Stage: Should early stage results
be encouraging, a larger scale drill program may be
warranted to define the extent and grade of mineralization
below surface. Should results of initial drilling warrant,
more extensive drilling programs can continue over several
years, along with mine planning, engineering, process
testing and environmental studies through to the feasibility
stage. Annual budgets during this stage often exceed $1
million per year, with the total cost through to feasibility
usually exceeding $5 million.
<P>
3. Production: Once the property reaches the
feasibility stage and nears the production decision stage,
exploration and development companies will typically sell
their interest in the asset to an established production
company given the nature of expertise and amount of
financing required. Although production companies also spend
significant amounts of capital on exploration, companies
engaged exclusively in exploration rarely make the
transition to a production company.
<P>
MINERAL PROPERTY OPTION AGREEMENT
<P>
By a Mineral Property Option Agreement dated March 24, 1999
(the "Agreement") with Douglas Baker of 312 Birch Street,
Nezperce, Idaho, ("Baker"), Baker granted to the Company the
option (the "Option") to acquire a 100% interest, subject to
a 2% net smelter returns royalty, in nine lode mineral
claims located approximately eight miles northeast of Carey
in Blaine County, Idaho (the "Long Canyon Property"). By a
Quitclaim Deed dated August 23, 1999, Baker agreed to assign
his whole interest in the Long Canyon Property to Mr. Larry
C. Anderson ("Anderson"). On July 3, 2000, Infinex and
Anderson agreed to amend the terms of the Agreement.. In
order to maintain the Option in good standing, the Company
must make cash payments, incur expenditures and issue shares
as follows:
<P>
Cash Payments- the Company must pay the sum of $200,000 to
Anderson as follows:
<P>
a) $5,000 upon execution of the Agreement (the
Company has made this payment);
b) $5,000 by June 1, 2001;
c) $25,000 by June 1, 2002;
d) $35,000 by June 1, 2003;
e) $55,000 by June 1, 2004; and
$75,000 by June 1, 2005.
<P>
Exploration Expenditures- the Company must incur at least
$100,000 in exploration expenditures on the Long Canyon
Property as follows:
<P>
a) At least $10,000 by August 30, 2001;
b) An additional $40,000 by August 30, 2002; and
An additional $50,000 by August 30, 2003.
<P>
The Company has not incurred exploration expenditures to
date on the Long Canyon Property which can be applied
towards exercise of the Option. Exploration expenditures
include all reasonable and necessary monies expended on or
in connection with the exploration and development of the
Long Canyon Property determined in accordance with generally
accepted accounting principles.
<P>
Issuance of Shares - the Company shall issue 250,000 shares
in its capital stock to Larry Anderson upon execution of the
Agreement (the Company has made this share issuance).
<P>
GEOLOGICAL REPORT
<P>
The Long Canyon Property is the subject of a report dated
May 27, 1999 which was prepared by Val Peter Van Damme,
P.Geo. of 2045 Holdom Avenue, Burnaby, British Columbia and
Douglas G. Baker, B.Sc. of 312 Birch Street, Nezperce, Idaho
(the "Geological Report"). The Geological Report summarizes
the exploration history of the Long Canyon Property, the
regional geology of the Long Canyon Property and provides
conclusions and recommendations for a work program on the
Long Canyon Property. These conclusions and recommendations
of the Geological Report are summarized below.
<P>
Location and Land Status
<P>
The Long Canyon Property consists of nine lode claims
located on land administered by the U.S. Bureau of Land
Management. The claims are located along the northern
margin of the Snake River plain, approximately eight miles
northeast of Carey, Blaine County, Idaho at an approximate
latitude and longitude of 43o24' north and 113o51' west.
The Long Canyon Property may be accessed by proceeding
northeast from Carey on U.S. 93 for two miles, then
travelling north on the gravel-surfaced Road Canyon road for
5.5 miles and finally by proceeding southeast on a single-
track dirt road for approximately three miles.
<P>
Exploration and Development History of the Property
<P>
Records relating to exploration activities on the Long
Canyon Property date back to 1986 when prospectors
discovered gossan, areas of rust covered rock indicating the
presence of iron, on the property surface. Cominco American
Resources Incorporated ("Cominco") reviewed the property in
late 1986 and later acquired an exploration permit and lease
option over the property.
<P>
In 1987, Cominco completed a work program on the Long Canyon
Property which consisted of geological mapping on a 1:6,000
scale, the establishment of a survey grid with 400 feet line
spacing (200 feet on line stations), soil sampling and a
geophysical orientation survey. In 1988, additional
geologic mapping was conducted at scales of 1:6,000 and
1:2,400. As well, the 1987 soil grid was expanded and
additional soil samples were taken.
<P>
A total of 144 rock samples and 765 soil samples were
collected from the Long Canyon Property which covered the
area of the main gossan showing. Sample results established
anomalous levels of lead and zinc, and to a lesser degree
copper, silver, gold and barium within or near the gossan.
Surface samples of oxidized material on the Long Canyon
Property returned maximum values of 206 parts per billion
("ppb") gold, 3.41 parts per million ("ppm") silver, 322 ppm
copper, 5,570 ppm lead and 6,810 ppm zinc.
<P>
In addition, Cominco completed three diamond drill holes
totalling 1,664 feet as well as a detailed geophysical
survey on a portion of the property. One of the drill
holes, Hole LC-3, entered a section at the bottom of the
hole which contained significant copper, zinc and molybdenum
levels. This section may represent part of a concealed
mineral deposit.
<P>
Cominco's consulting geologists recommended additional
exploration of the Long Canyon Property which would include
geologic mapping, 1,900 feet of trenching and 2,500 feet of
drilling, and further investigation of mineralization in
drill hole LC-3. However, no known additional work was
conducted on the Long Canyon Property by Cominco after 1988.
<P>
Subsequent to 1989, the claims comprising the Long Canyon
Property became inactive. In 1995, Verde Ltd. staked three
claims covering the gossan and subsequently leased them to
Doe Run Company. During 1996, Doe Run Company conducted
geologic mapping, completed four in-fill soil lines,
collected 21 soil samples and completed two diamond drill
holes approximately 500 feet west of the main gossan trend.
Doe Run Company did not test any of Cominco's proposed drill
sites. Doe Run Company did not recommend any further work.
<P>
Geology of the Long Canyon Property
<P>
The regional and property geology of the Long Canyon
Property are summarized in the Geological Report. The
Geological Report indicates that the gossan on the Long
Canyon Property contain anomalous amounts of zinc and lead.
This strongly suggests the Long Canyon Property may host a
zinc-lead-silver ore body similar in character to the many
mineable deposits of this type located in the area. The
Geological Report also indicates that there is potential for
the discovery of significant copper mineralization on the
Long Canyon Property. However, there is no assurance that
there will be sufficient quantities of lead, zinc, silver,
copper or other minerals in the Long Canyon Property to
justify commercial mining.
<P>
Conclusions and Recommendations of the Geological Report
<P>
The Geological Report concludes that the 1986 discovery of
gossan on the Long Canyon Property and subsequent
exploration efforts indicate the presence of a deposit with
potential lead-zinc-silver economic significance. In
addition, underlying rock has the potential to contain
economic copper mineralization.
<P>
The significance and magnitude of gossan in the Long Canyon
area and the presence of copper-zinc-molybdenum
mineralization discovered in drill hole LC-3 warrants
further exploration. The Geological Report recommends a
three phase exploration program to further evaluate the Long
Canyon Property. Phase I would consist of geological
mapping. Phase II would consist of a gravity survey down
Long Canyon and an induced polarization survey over the soil
anomalies. Phase III would consist of diamond drilling
targets generated by the contingent success of the first two
phases.
<P>
Proposed Budget
<P>
Approximate costs for the recommended three phase program
are as follows:
<P>
Phase One: Geological Survey
<P>
Mapping: $6,000.00
Analytical: $1,000.00
Transportation: $1,000.00
Accomodation: $1,000.00
Mobilization/Demobilization: $1,000.00
-------------
Total Phase I Costs: $10,000.00
<P>
Phase Two: Geophysical Survey
<P>
Gravity Survey: $15,000.00
Induced Polarization Survey: $10,000.00
-------------
Total Phase II Costs: $25,000.00
<P>
Phase Three: Diamond Drilling Survey
<P>
Mobilization/Demobilization: $2,000.00
Drilling: $40,000.00
Analytical: $1,000.00
Personnel: $3,400.00
Final Report/Drafting: $3,600.00
------------
Total Phase III Costs: $50,000.00
<P>
Total Program Costs: $85,000.00
============
<P>
Plan of Operation
<P>
The Company intends to raise the funds necessary to proceed
with Phase I of the recommended exploration program on the
Long Canyon Property. The Company anticipates that
additional funding will be in the form of equity financing
from the sale of the Company's common stock. There is no
assurance that the Company will be able to achieve
additional sales of its common stock sufficient to fund
Phase I of the exploration program. The Company does not
have any arrangements in place for future equity financing.
<P>
If the Company does not secure additional financing, the
Company will not be able to complete Phase I of the
exploration program or meet its obligations to Anderson
under the Option to incur $10,000 in exploration
expenditures on the Long Canyon Property by April 26, 2000.
In addition, the Company would not be able to meet its
obligation to Anderson under the Option to make a cash
payment of $10,000 by April 26, 2000. In the event that
the Company is unable to obtain sufficient financing in this
regard, it will be required to abandon the Option and lose
all rights thereto.
<P>
The Company may consider entering into a joint venture
partnership to provide the required funding if the Company
is unable to obtain the funding by itself and does not want
to abandon the Long Canyon Property. The Company has not
undertaken any efforts to locate a joint venture partner for
the Long Canyon Property. In addition, there is no
assurance that the Company would be able to locate a joint
venture partner for the Long Canyon Property which would
assist the Company. The Company may pursue the acquisition
of interests in alternate mineral properties in the event of
termination of the Option.
<P>
Employees
<P>
As of November 28, 2000, the Company did not have any
employees other than its directors and officers. The
directors and officers provide their services to the Company
on a part-time basis and devote approximately 10% of their
business time to the affairs of the Company. The Company
has no agreement with its officers and directors regarding
compensation for their services other than Greg Yanke,
Secretary of the Company. Mr Yanke's law firm, of which he
is principal, provides legal services to the Company from
time to time at standard hourly rate.
<P>
On January 15, 1999, the Company's Board of Directors, with
Mr. Brookes, the President and a director of the Company at
the time declaring his interest in the resolution and
abstaining from voting, agreed to issue 2,500,000 shares of
common stock to Mr. Brookes at a deemed price of $0.001 per
share in consideration of management services he provided to
the Company. Mr. Brookes resigned as an officer and
directors of the Company on November 10, 2000.
<P>
The Company does not pay to its directors any compensation
for each director serving as a director on the Company's
Board of Directors.
<P>
MANAGEMENT COMPENSATION. The following table sets forth the
annualized base salary for our most recent fiscal year that
indicates the compensation for our officers and directors
exceeding $100,000 on an annualized basis. We reimburse our
officers and directors for any reasonable out-of-pocket
expenses incurred on our behalf.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
<P>
<S> <C> <C> <C> <C>
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
-----------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
NAME AND PRINCIPAL STOCK UNDERLYING
POSITION YEAR SALARY ($) AWARDS OPTIONS
------------------ ------- --------- --------- -----------
NONE
</TABLE>
<P>
RISK FACTORS
<P>
LIMITED OPERATING HISTORY: Although the Company was
founded in 1998, its business plan is presently being
restructured and redeveloped. The Company's prospects must
be considered in light of the risks, expenses and
difficulties frequently encountered by companies in early
stages of development. Such risks include, but are not
limited to, an evolving and unproven business model and the
management of growth. To address these risks, the Company
must, among other things, significantly increase its
customer base, implement and successfully execute its
business and marketing strategy, respond to competitive
developments, and attract, retain and motivate qualified
personnel. There is no assurance that the Company's
business strategy will be successful, or that additional
capital will not be required to continue business
operations. The Company is in the process of restructuring
and therefore is essentially in the early stages of its
development. The Company has limited material tangible
assets. To date, the Company has created little revenues
and as a result of the significant expenditures that the
Company plans to make in sales and marketing, research and
development and general and administrative activities over
the near term, the Company expects that it will continue to
incur significant operating losses and negative cash flows
from operations on both a quarterly and annual basis for the
foreseeable future. For these and other reasons, there can
be no assurance that the Company will ever achieve or be
able to sustain profitability.
<P>
DEPENDENCE ON KEY MANAGEMENT. The Company is highly
dependent on the services of Mario Aiello, President of the
Company. The loss of his services could have a materially
adverse impact on the Company. The Company does not
currently maintain any key-man life insurance policy for Mr.
Aiello or any other management personnel.
<P>
POSSIBLE DIFFICULTY IN RAISING ADDITIONAL EQUITY
CAPITAL. There is no assurance that the Company will be able
to raise equity capital in an amount which is sufficient to
continue operations. In the event the Company requires
financing, the Company will seek such financing through bank
borrowing, debt or equity financing, corporate partnerships
or otherwise. There can be no assurance that such financing
will be available to the Company on acceptable terms, if at
all. The Company does not presently have a credit line
available with any lending institution. Any additional
equity financing may involve the sale of additional shares
of the Company's Common Stock on terms that have not yet
been established.
<P>
RISKS OF RAPID GROWTH. The Company anticipates a
period of rapid growth, which may place strains upon the
Company's management and operational resources. The
Company's ability to manage growth effectively will require
the Company to integrate successfully its business and
administrative operations into one dynamic management
structure.
<P>
POSSIBLE ISSUANCE OF ADDITIONAL SHARES. The Company
has authorized 75,000,000 shares of Common Stock. The
Company presently has issued and outstanding 5,343,500
shares of Common Stock, the only class of stock of the
Company for which shares have been previously issued. As of
the Effective Date of the Merger Agreement, the Company will
have authorized, but un-issued, 69,656,500 shares of Common
Stock which are available for future issuance. The Company
may issue shares of Common Stock beyond those already issued
for cash, services, or as further employee incentives. To
the extent that additional shares of Common Stock are
issued, the percentage of the Company's issued and
outstanding shares of stock shall be increased and the
issuance may cause dilution in the book value per share.
<P>
DIVIDENDS NOT LIKELY. No dividends on the Company's
Common Stock have been declared or paid by the Company to
date. The Company does not presently intend to pay dividends
on shares for the foreseeable future, but intends to retain
all earnings, if any, for use in the Company's business.
There can be no assurance that dividends will ever be paid
on the Common Stock of the Company.
<P>
COMPLIANCE WITH GOVERNMENT REGULATION. The Company
will be required to comply with all regulations, rules and
directives of governmental authorities and agencies
applicable to the exploration for minerals in the United
States generally, and in the State of Idaho, specifically.
In addition, production of minerals in the State of Idaho
will require prior approval of applicable governmental
regulatory agencies. There can be no assurance that such
approvals will be obtained. The cost and delay involved in
attempting to obtain such approvals cannot be known in
advance.
<P>
EXPLORATION RISK. The business of exploration for
minerals and mining involves a high degree of risk. Few
properties that are explored are ultimately developed into
producing mines. At present, the Long Canyon Property does
not contain a known body of commercial ore. Further, there
is not any certainty that the Company's exploration of the
Long Canyon Property will result in discoveries of
commercial quantities of ore.
<P>
In the course of exploration, development and
production of mineral properties, certain risks, and in
particular, unexpected or unusual geological operating
conditions including rock bursts, cave-ins, fires, flooding
and earthquakes may occur. It is not always possible to
fully insure against such risks and the Company may decide
not to take out insurance against such risks as a result of
high premiums or other reasons. Should such liabilities
arise, they could reduce or eliminate any future
profitability of the Company. The Company does not maintain
insurance against environmental risks.
<P>
LIMITED FINANCIAL RESOURCES. The Company has
limited financial resources, has no source of operating cash
flow and has no assurance that additional funding will be
available to it for further exploration and development of
its projects or to fulfil its obligations under any
applicable agreements. If the Company's exploration
programs are successful, additional funds will be required
for the development of economic reserves and to place them
in commercial production. The only source of future funds
presently available to the Company is through the sale of
equity capital. The Company's only alternative for the
financing of further exploration would be to dispose of an
interest in the Long Canyon Property to another party, which
is not presently contemplated.
<P>
SUBSTANTIAL COMPETITION. A number of the Company's
competitors have significantly greater financial, technical,
administrative, manufacturing, marketing and other resources
than the Company. Some of our competitors also offer a wider
range of services and products than us and have name
recognition and extensive customer bases. These competitors
may be able to respond more quickly to new or changing
opportunities and technologies than we can. Moreover,
current and potential competitors have established or may
establish cooperative relationships among themselves or with
third parties or may consolidate to enhance their services
and products. We expect that new competitors or alliances
among competitors will emerge and may acquire significant
market share.
<P>
The Company must overcome significant barriers to enter
into the business of mineral exploration as a result of its
limited operating history. Many of its competitors have
substantially greater financial, technical, managerial and
marketing resources, longer operating histories and name
recognition. Such competitors may be able to devote more
resources than us. There can be no assurance that the
Company will be able to compete effectively with current or
future competitors or that the competitive pressures faced
by the Company will not have a material adverse effect on
the Company's business, financial condition and operating
results.
<P>
The mining industry, in general, is intensively
competitive and there is not any assurance that even if
commercial quantities of ore are discovered, a ready market
will exist for sale of same. Numerous factors beyond the
control of the Company may affect the marketability of any
substances discovered. These factors include market
fluctuations, the proximity and capacity of natural resource
markets and processing equipment, government regulations,
including regulations relating to prices, taxes, royalties,
land tenure, land use, importing and exporting of mineral
and environmental protection. The exact effect of these
factors cannot be accurately predicted, but the combination
of these factors may result in the Company not receiving an
adequate return on investment. The Company competes with
many companies possessing greater financial resources and
technical facilities than itself for the acquisition of
mineral concessions, claims, leases and other mineral
interests as well as for the recruitment and retention of
qualified employees.
<P>
RISKS ASSOCIATED WITH STRATEGIC ACQUISITIONS AND
RELATIONSHIPS. The Company has pursued and may in the future
pursue strategic acquisitions of complimentary businesses
and technologies. Acquisitions entail numerous risks,
including difficulties in the assimilation of acquired
operations and products, diversion of management's attention
to other business concerns, amortization of acquired
intangible assets, and potential loss of key employees of
acquired companies. There can be no assurance that the
Company will be able to integrate successfully any
operations, personnel, services or products that might be
acquired in the future or that any acquisition will enhance
the Company's business, financial condition or operating
results.
<P>
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
----------------------------------
<P>
No court or governmental agency has assumed jurisdiction
over any substantial part of the Company's business or
assets.
<P>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
-----------------------------------------------------
<P>
Infinex retains its certifying accountants.
<P>
ITEM 5. OTHER EVENTS
--------------------
<P>
SUCCESSOR ISSUER ELECTION. Pursuant to Rule 12g-3(a) of the
General Rules and Regulations of the Securities and Exchange
Commission, the Company elected to become the successor
issuer to Dollar Maker, Inc. for reporting purposes under
the Securities Exchange Act of 1934 and elects to report
under the Act effective November 14, 2000.
<P>
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------------------------------
<P>
No directors have resigned due to a disagreement with the
Company since the date of the last annual meeting of
shareholders.
<P>
ITEM 7. FINANCIAL STATEMENTS
-----------------------------
<P>
The audited consolidated financial statements for the years
ending October 31, 2000 and 1999 and pro-forma consolidated
financial statements for the period ending October 31, 2000
are filed herewith.
<P>
ITEM 8. CHANGE IN FISCAL YEAR
-----------------------------
<P>
There has been no change in the Company's fiscal year.
<P>
INFINEX VENTURES, INC.
(An Exploration Stage Company)
<P>
PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS
<P>
OCTOBER 31, 2000
(Stated in U.S. Dollars)
[S]
INFINEX VENTURES INC.
<P>
INTRODUCTION TO PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS
<P>
AS AT OCTOBER 31, 2000, AND FOR THE YEAR ENDED
OCTOBER 31, 2000
(Stated in U.S. Dollars)
<P>
The following unaudited pro-forma consolidated balance
sheet, pro-forma consolidated statement of operations and
explanatory notes give effect to the acquisition of Dollar
Maker Inc. by Infinex Ventures Inc.
<P>
The pro-forma consolidated balance sheet, pro-forma
consolidated statement of operations and explanatory notes
are based on the estimates and assumptions set forth in the
explanatory notes. This pro-forma consolidated balance
sheet and the pro-forma consolidated statement of operations
have been prepared utilizing the historical financial
statements of Infinex Ventures Inc. and Dollar Maker Inc.
and should be read in conjunction with the historical
financial statements and notes thereto included elsewhere in
this filing.
<P>
The pro-forma consolidated statement of operations has been
prepared as if the acquisition had been consummated on
November 1, 1999 under the purchase method of accounting and
carried through to October 31, 2000. The pro-forma balance
sheet has been prepared as if the acquisition was
consummated on October 31, 2000.
This pro-forma financial data is provided for comparative
purposes only, and does not purport to be indicative of the
actual financial position or results of operations had the
acquisition occurred at the beginning of the fiscal period
presented, nor are they necessarily indicative of the
results of future operations.
<P>
<TABLE>
<CAPTION>
INFINEX VENTURES, INC.
(An Exploration Stage Company)
<P>
PRO-FORMA CONSOLIDATED BALANCE SHEET
<P>
OCTOBER 31, 2000
(Stated in U.S. Dollars)
<S> <C> <C> <C> <C>
INFINEX DOLLAR
VENTURES MAKER
INC. INC. ADJUSTMENTS PRO-FORMA
-------------------------------------------------
ASSETS
<P>
Current
Cash $ 15 $ 44 $ (a) 45,000 $ 59
(b) (45,000)
Mineral property 5,250 - 5,250
--------------------------------------------------
$ 5,265 $ 44 $ 5,309
==================================================
LIABILITIES
<P>
Current
Accounts payable $ 4,513 $ 500 $ $ 5,013
Loan payable - - (a) 45,000 45,000
---------------------------------------------------
4,513 500 50,013
---------------------------------------------------
SHAREHOLDERS' EQUITY(DEFICIENCY)
<P>
Share Capital 5,343 3,250 (b) 10 5,353
(b) (3,250)
<P>
Additional Paid In Capital 9,257 - (b) 990 10,247
<P>
Deficit (13,848) (3,706) (b) 3,706 (60,304)
(b) (46,456)
----------------------------------------------------
752 (456) (44,704)
----------------------------------------------------
$ 5,265 $ 44 $ 5,309
====================================================
</TABLE>
<TABLE>
<CAPTION>
INFINEX VENTURES, INC.
(An Exploration Stage Company)
<P>
PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS
<P>
FOR THE YEAR ENDED OCTOBER 31, 2000
(Stated in U.S. Dollars)
<S> <C> <C> <C> <C>
INFINEX DOLLAR
VENTURES MAKER
INC. INC. ADJUSTMENTS PRO-FORMA
-------------------------------------------------
Revenue $ - $ - $ -
<P>
Expenses 8,259 3,706 11,965
-------------------------------------------------
Net Loss $ 8,259 $ 3,706 $ 11,965
=================================================
<P>
Net Loss Per Share $ 0.01
==============
<P>
Weighted Average Number of Shares Outstanding 5,353,500
==============
</TABLE>
INFINEX VENTURES, INC.
(An Exploration Stage Company)
<P>
NOTES AND ASSUMPTIONS TO THE UNAUDITED CONSOLIDATED PRO-FORMA
BALANCE SHEET AND PRO-FORMA STATEMENT OF OPERATIONS
<P>
FOR THE YEAR ENDED OCTOBER 31, 2000
(Stated in U.S. Dollars)
<P>
1. ORGANIZATION AND BASIS OF PRESENTATION
----------------------------------------------
<P>
The unaudited pro-forma consolidated balance sheet and
consolidated statement of operations have been prepared
based on historical financial information, using U.S.
generally accepted accounting principles of Infinex Ventures
Inc. for the year ended October 31, 2000 considering the
effects of the acquisition transaction as if the transaction
was completed effective November 1, 1999 in the case of the
pro-forma consolidated statement of operations, and
effective October 31, 2000 in the case of the pro-forma
consolidated balance sheet.
<P>
2. ASSUMPTION
-----------------
<P>
The number of shares used in the calculation of the pro-forma
net loss per share data is based on the weighted
average number of shares outstanding during the period
adjusted to give effect to shares assumed to be issued, had
the transaction referred to above been consummated November
1, 1999.
<P>
3. PRO-FORMA ADJUSTMENTS
----------------------------
<P>
Funds loaned to the Company to allow completion of the
acquisition.
<P>
Record the acquisition including the charging to
shareholder's equity of the excess of consideration paid
over the fair market value of net assets acquired.
<P>
INFINEX VENTURES, INC.
(An Exploration Stage Company)
<P>
FINANCIAL STATEMENTS
<P>
OCTOBER 31, 2000 AND 1999
(Stated in U.S. Dollars)
<P>
AUDITORS' REPORT
<P>
To the Directors
Infinex Ventures, Inc.
<P>
We have audited the balance sheet of Infinex Ventures, Inc.
(an exploration stage company) as at October 31, 2000 and
1999 and the statements of loss and deficit accumulated
during the exploration stage, cash flows, and stockholders'
equity for the periods then ended. These financial
statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on
these financial statements based on our audit.
<P>
We conducted our audit in accordance with United States and
Canadian generally accepted auditing standards. Those
standards require that we plan and perform an audit to
obtain reasonable assurance whether the financial statements
are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our
opinion.
<P>
In our opinion, these financial statements present fairly,
in all material respects, the financial position of the
Company as at October 31, 2000 and 1999 and the results of
its operations and cash flows for the periods then ended in
accordance with United States generally accepted accounting
principles.
<P>
Vancouver, B.C. "Morgan & Company"
<P>
November 7, 2000 Chartered Accountants
<P>
<TABLE>
<CAPTION>
INFINEX VENTURES, INC.
(An Exploration Stage Company)
<P>
BALANCE SHEET
(Stated in U.S. Dollars)
<S> <C> <C>
OCTOBER 31
2000 1999
---------------------------
ASSETS
<P>
Current
Cash $ 15 $ 4,761
<P>
Mineral Property (Note 3) 5,250 5,250
---------------------------
$ 5,265 $ 10,011
===========================
LIABILITIES
<P>
Current
Accounts payable $ 4,513 $ 1,000
--------------------------
SHAREHOLDERS' EQUITY
<P>
Share Capital
Authorized:
75,000,000 common shares,
par value $0.001 per share
<P>
Issued and outstanding:
5,343,500 common shares 5,343 5,343
<P>
Additional paid in capital 9,257 9,257
<P>
Deficit Accumulated During
The Exploration Stage (13,848) (5,589)
-------------------------
752 9,011
-------------------------
$ 5,265 $ 10,011
=========================
Approved by the Directors:
<P>
</TABLE>
<P>
<TABLE>
<CAPTION>
INFINEX VENTURES, INC.
(An Exploration Stage Company)
<P>
STATEMENT OF LOSS AND DEFICIT
(Stated in U.S. Dollars)
<S> <C> <C> <C>
PERIOD FROM DATE OF
INCEPTION INCEPTION
YEAR DECEMBER 30 DECEMBER 30
ENDED 1998 TO 1998 TO
OCTOBER 31 OCTOBER 31 OCTOBER 31
2000 1999 2000
-------------------------------------------------
Expenses
Bank charges $ 76 $ 89 $ 165
Consulting - 2,500 2,500
Office facilities and sundry 1,370 1,500 2,870
Mineral property exploration
expenditures 1,100 1,500 2,600
Professional fees 5,713 - 5,713
--------------------------------------------------
Net Loss For The Period 8,259 5,589 $ 13,848
==================
Deficit Accumulated During The
Exploration Stage,
Beginning Of Period 5,589 -
-----------------------------
Deficit Accumulated During The
Exploration Stage,
End Of Period $ 13,848 $ 5,589
=============================
Net Loss Per Share $ 0.01 $ 0.01
=============================
Weighted Average Number Of
Shares Outstanding 5,343,500 4,541,211
=============================
</TABLE>
<TABLE>
<CAPTION>
INFINEX VENTURES, INC.
(An Exploration Stage Company)
<P>
STATEMENT OF CASH FLOWS
(Stated in U.S. Dollars)
<S> <C> <C> <C>
PERIOD FROM DATE OF
INCEPTION INCEPTION
YEAR DECEMBER 30 DECEMBER 30
ENDED 1998 TO 1998 TO
OCTOBER 31 OCTOBER 31 OCTOBER 31
2000 1999 2000
-------------------------------------------------
Cash Flow From Operating Activities
Net loss for the period $ (8,259) $ (5,589) $ (13,848)
Adjustments To Reconcile Net Loss
To Net
Cash Used By Operating Activities
Change in accounts payable 3,513 1,000 4,513
-------------------------------------------------
Cash Flow From Investing Activity
Mineral property - (5,000) (5,000)
<P>
Cash Flow From Financing Activity
Share capital issued - 14,350 14,350
<P>
Increase (Decrease) In Cash (4,761) 4,761 15
<P>
Cash, Beginning Of Period 4,761 - -
--------------------------------------------------
Cash, End Of Period $ 15 $ 4,761 $ 15
==================================================
Supplemental Disclosure Of
Non-Cash Financing And
Investing Activities:
<P>
Common shares issued pursuant to
mineral property option
agreement $ - $ 250 $ 250
===================================================
</TABLE>
<TABLE>
<CAPTION>
INFINEX VENTURES, INC.
(An Exploration Stage Company)
<P>
STATEMENT OF STOCKHOLDERS' EQUITY
<P>
OCTOBER 31, 2000
(Stated in U.S. Dollars)
<S> <C> <C> <C> <C> <C>
Common Stock Additional
Shares Amount Paid-in Deficit Total
Capital
-------------------------------------------------------------
Shares issued for
services at 0.001 2,500,000 $ 2,500 $ - $ - $ 2,500
<P>
Shares issued for cash
at $0.001 2,500,000 2,500 - - 2,500
<P>
Shares issued for mineral
property option
at $0.001 250,000 250 - - 250
<P>
Shares issued for cash
at $0.10 93,500 93 9,257 - 9,350
<P>
Net loss for the period - - - (5,589) (5,589)
---------------------------------------------------------------
Balance, October 31,
1999 5,343,500 5,343 9,257 (5,589) 9,011
<P>
Net loss for the period - - - (8,259) (8,259)
----------------------------------------------------------------
Balance, October 31,
2000 5,343,500 $ 5,343 $ 9,257 $ (13,848) $ 752
=================================================================
</TABLE>
<P>
INFINEX VENTURES, INC.
(An Exploration Stage Company)
<P>
NOTES TO FINANCIAL STATEMENTS
<P>
OCTOBER 31, 2000 AND 1999
(Stated in U.S. Dollars)
<P>
1. NATURE OF OPERATIONS
-----------------------------
<P>
a) Inception
<P>
The Company was incorporated in the State of Nevada, U.S.A.
on December 30, 1998.
<P>
b) Exploration Stage Activities
<P>
The Company is in the process of exploring its mineral
property and has not yet determined whether the property
contains ore reserves that are economically recoverable.
<P>
The recoverability of amounts shown as mineral property and
related deferred exploration expenditures is dependent upon
the discovery of economically recoverable reserves,
confirmation of the Company's interest in the underlying
mineral claims, and the ability of the Company to obtain
profitable production or proceeds from the disposition
thereof.
<P>
2. SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------
<P>
The financial statements of the Company have been prepared
in accordance with generally accepted accounting principles
in the United States. Because a precise determination of
many assets and liabilities is dependent upon future events,
the preparation of financial statements for a period
necessarily involves the use of estimates which have been
made using careful judgement.
<P>
The financial statements have, in management's opinion, been
properly prepared within reasonable limits of materiality
and within the framework of the significant accounting
policies summarized below:
<P>
a) Mineral Property and Related Deferred Exploration
Expenditures
<P>
The Company capitalizes all option payments on mineral
properties in which it has a continuing interest to be
amortized against the recoverable reserves when a property
reaches commercial production. On abandonment of any
property, the capitalized costs will be written off. To
date none of the Company's properties have reached
commercial production.
<P>
INFINEX VENTURES, INC.
(An Exploration Stage Company)
<P>
NOTES TO FINANCIAL STATEMENTS
<P>
OCTOBER 31, 2000 AND 1999
(Stated in U.S. Dollars)
<P>
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
--------------------------------------------------
<P>
b) Income Taxes
<P>
The Company has adopted Statement of Financial Accounting
Standards No. 109 - "Accounting for Income Taxes" (SFAS
109). This standard requires the use of an asset and
liability approach for financial accounting and reporting on
income taxes. If it is more likely than not that some
portion or all of a deferred tax asset will not be realized,
a valuation allowance is recognized.
<P>
c) Financial Instruments
<P>
The Company's financial instruments consist of cash and
accounts payable.
<P>
Unless otherwise noted, it is management's opinion that this
Company is not exposed to significant interest or credit
risks arising from these financial instruments. The fair
value of these financial instruments approximate their
carrying values, unless otherwise noted.
<P>
d) Net Loss Per Share
<P>
Net loss per share is based on the weighted average number
of common shares outstanding during the period plus common
share equivalents, such as options, warrants and certain
convertible securities. This method requires primary
earnings per share to be computed as if the common share
equivalents were exercised at the beginning of the period or
at the date of issue, and as if the funds obtained thereby
were used to purchase common shares of the Company at its
average market value during the period.
<P>
3. MINERAL PROPERTY
------------------------
<P>
The Company has entered into an option agreement to acquire
a 100% interest, subject to a 2% net smelter royalty, in the
Gossan 1 to 9 mining claims located in Nevada for the
following consideration:
<P>
a) The issuance of 250,000 common shares.
<P>
b) Cash payments totalling $200,000 payable as follows:
<P>
i) $5,000 on execution of the agreement (paid);
ii) $5,000 by June 1, 2001;
iii) $25,000 by June 1, 2002;
iv) $35,000 on June 1, 2003;
v) $55,000 on June 1, 2004;
vi) $75,000 on June 1, 2005.
<P>
INFINEX VENTURES, INC.
(An Exploration Stage Company)
<P>
NOTES TO FINANCIAL STATEMENTS
<P>
OCTOBER 31, 2000 AND 1999
(Stated in U.S. Dollars)
<P>
3. MINERAL PROPERTY (Continued)
-----------------------------------
<P>
c) Exploration expenditures totalling $100,000 to be
incurred as follows:
<P>
i) $10,000 by August 30, 2001;
ii) an additional $40,000 by August 30, 2002;
iii) a further $50,000 by August 30, 2003.
<P>
2000 1999
Consideration paid to date
- 250,000 common shares $ 250 $ 250
- cash payment 5,000 5,000
-----------------------
$ 5,250 $ 5,250
=======================
<P>
4. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE
----------------------------------------------
<P>
The Year 2000 Issue arises because many computerized systems
use two digits rather than four to identify a year. Date-
sensitive systems may recognize the year 2000 as 1900 or
some other date, resulting in errors when information using
year 2000 dates is processed. In addition, similar problems
may arise in some systems which use certain dates in 1999 to
represent something other than a date. Although the change
in date has occurred, it is not possible to conclude that
all aspects of the Year 2000 Issue that may affect the
entity, including those related to customers, suppliers, or
other third parties, have been fully resolved.
<P>
Index to Exhibits
<P>
2.1 Agreement and Plan of Merger dated as of November
14, 2000, between Dollar Maker, Inc. and Infinex
Ventures, Inc.
<P>
3.1 Articles of Incorporation of Infinex Ventures, Inc.
as amended.
<P>
3.2 By-Laws of Infinex Ventures, Inc.
<P>
17.1 Resignation Letter of Jaak Olesk and Morena
Rodriguez.
<P>
27.1. Financial Data Schedule.
<P>
SIGNATURES
<P>
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
<P>
Infinex Ventures, Inc.
a Nevada corporation
<P>
By: /s/ Mario Aiello
---------------------------
Mario Aiello
President
<P>
DATED: November 29, 2000
<P>
