U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-Q



|                                                               |                                                                             
|-------------------------------------------------------------- | ----------------------------------------------------------------------------
|ü                                                              | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
|                                                               | ACT OF 1934                                                                 
|For the quarterly period ended: December 31, 2008             
|OR                                                            
|                                                               |                                                                             
|                                                               | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|                                                               | ACT OF 1934                                                                 
|For the transition period from: _____________ to _____________



INTERNET INFINITY, INC.

(Exact name of registrant as specified in its charter)



Commission File No. 0-27633

State of Incorporation: Nevada

IRS Employer I.D. Number: 95-4679342

413 Avenue G, # 1

Redondo Beach, California 90277

Telephone 310-318-2244

(Address and telephone number of registrants principal

executive offices and principal place of business)

|                                                                                                                                                                                                                                   |   |                            |   |                           |   |  |  | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -------------------------- | - | ------------------------- | - |  |  | 
|Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past twelve months (or for such shorter period that the registrant was required to file
|such reports), and (2) has been subject to such filing requirements for the past 90 days.                                                                                                                                          | ü | Yes                        |   | No                       
|                                                                                                                                                                                                                                  
|Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.                                                                        
|                                                                                                                                                                                                                                   |  
|Large accelerated filer                                                                                                                                                                                                            |   |                            |   | Accelerated filer         |   | 
|Non-accelerated filer                                                                                                                                                                                                              |   | (Do not check if a smaller |   | Smaller reporting company | ü | 
|                                                                                                                                                                                                                                   |   | reporting company)         |   |                           |   | 
|                                                                                                                                                                                                                                   |  
|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).                                                                                                                  
|                                                                                                                                                                                                                                   | ü | Yes                        |   | No                       
|                                                                                                                                                                                                                                   |  
|As of February 18, 2009, there were 28,718,780 shares of the Registrants Common Stock, par value $0.001 per share, outstanding.                                                                                                  
|                                                                                                                                                                                                                                  
|Transitional Small Business Disclosure Format (check one):                                                                                                                                                                         |   | Yes                        | ü | No                       











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INTERNET INFINITY, INC.







TABLE OF CONTENTS





|                                                                                                                                                                                                                                                             
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|PAGE                                                                                                                                                                                                                                                         
|PART I  FINANCIAL INFORMATION                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                             
|Item 1.
Financial Statements
3
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
12
Item 4.
Controls and Procedures
13
PART II  OTHER INFORMATION
Item 1.
Legal Proceedings
14
Item 6.
Exhibits
14
SIGNATURES
15







2



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|                                                                                                                 |  |     
|---------------------------------------------------------------------------------------------------------------- |  | ----
|PART I  FINANCIAL INFORMATION                                                                                  
|                                                                                                                 |  |     
|Item 1.
Financial Statements                                                                                    
|                                                                                                                 |  | Page
|Balance Sheet (Unaudited) at December 31, 2008                                                                   |  | 4   
|Statements of Operations (Unaudited) for the Three Month and Nine Month Periods Ended December 31, 2008 and 2007 |  | 5   
|Statements of Cash Flows (Unaudited) for the Nine Month Periods Ended December 31, 2008 and 2007                 |  | 6   
|Notes to Unaudited Financial Statements                                                                          |  | 7   







3



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INTERNET INFINITY, INC.

BALANCE SHEETS

|                                                                                                |  |                    |            |                |   |            |  
|----------------------------------------------------------------------------------------------- |  | ------------------ | ---------- | -------------- | - | ---------- | -
|ASSETS                                                                                          |  |                    |            |                |   |            |  
|                                                                                                |  | December 31, 
2008 |            | March 31,
2008 |  
|                                                                                                |  | (Unaudited)        |            |                |   |           
|                                                                                                |  |                    |            |                |   |            |  
|CURRENT ASSETS                                                                                  |  |                    |            |                |   |            |  
|Cash & cash equivalents                                                                         |  | $                  |           |                | $ | 990        |  
|Total assets                                                                                    |  |                    |           |                |   | 990        |  
|                                                                                                |  |                    |            |                |   |            |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                           |  |                    |            |                |   |            |  
|                                                                                                |  |                    |            |                |   |            |  
|CURRENT LIABILITIES                                                                             |  |                    |            |                |   |            |  
|Accounts payable & accrued expenses                                                             |  |                    | 241,428    |                |   | 176,080    |  
|Note payable                                                                                    |  |                    | 27,000     |                |   | 27,000     |  
|Note payable - related parties                                                                  |  |                    | 298,403    |                |   | 294,803    |  
|Due to officer                                                                                  |  |                    | 217,015    |                |   | 222,668    |  
|Due to related party                                                                            |  |                    | 114,586    |                |   | 109,642    |  
|Total current liabilities                                                                       |  |                    | 898,432    |                |   | 830,193    |  
|                                                                                                |  |                    |            |                |   |            |  
|STOCKHOLDERS' DEFICIT                                                                           |  |                    |            |                |   |            |  
|Preferred stock, $.001 par value; 30,000,000 shares 
authorized, none outstanding               |  |                    |           |                |   |           |  
|Common stock, $.001 par value; 100,000,000 shares authorized
 28,718,780 issued and outstanding |  |                    | 28,719     |                |   | 28,719     |  
|Additional paid in capital                                                                      |  |                    | 1,075,042  |                |   | 1,069,543  |  
|Accumulated deficit                                                                             |  |                    | (2,002,193 | )              |   | (1,927,465 | )
|Total stockholders' deficit                                                                     |  |                    | (898,432   | )              |   | (829,203   | )
|                                                                                                |  |                    |            |                |   |            |  
|Total liabilities and stockholders' deficit                                                     |  | $                  |           |                | $ | 990        |  



The accompanying notes are an integral part of these unaudited financial statements.





4



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INTERNET INFINITY, INC.

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTH PERIODS ENDED DECEMBER 31, 2008 AND 2007

(Unaudited)

|                                                                                                                                                      |  |                                                |            |                                               |   |            |   |      |            |   |   |            |  
|----------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------- | ---------- | --------------------------------------------- | - | ---------- | - | ---- | ---------- | - | - | ---------- | -
|                                                                                                                                                      |  | For the Three Month Periods 
Ended December 31 |            | For the Nine Month Periods 
Ended December 31 |  
|                                                                                                                                                      |  | 2008                                           |            | 2007                                          |   | 2008       |   | 2007 |           
|                                                                                                                                                      |  |                                                |            |                                               |   |            |   |      |            |   |   |            |  
|Net revenues                                                                                                                                          |  | $                                              |           |                                               | $ |           |   | $    |           |   | $ | 3,805      |  
|Cost of revenues                                                                                                                                      |  |                                                |           |                                               |   |           |   |      |           |   |   | 3,044      |  
|Gross profit                                                                                                                                          |  |                                                |           |                                               |   |           |   |      |           |   |   | 761        |  
|                                                                                                                                                      |  |                                                |            |                                               |   |            |   |      |            |   |   |            |  
|Operating expenses                                                                                                                                    |  |                                                |            |                                               |   |            |   |      |            |   |   |            |  
|Professional fees                                                                                                                                     |  |                                                | 6,151      |                                               |   | 6,758      |   |      | 26,255     |   |   | 15,756     |  
|Salaries and related expenses                                                                                                                         |  |                                                |           |                                               |   | 6,515      |   |      | 180        |   |   | 19,544     |  
|Consulting fees to related party                                                                                                                      |  |                                                | 1,500      |                                               |   | 1,500      |   |      | 10,599     |   |   | 4,500      |  
|Others                                                                                                                                                |  |                                                | 1,499      |                                               |   | 4,853      |   |      | 4,774      |   |   | 15,161     |  
|Total operating expenses                                                                                                                              |  |                                                | 9,150      |                                               |   | 19,626     |   |      | 41,808     |   |   | 54,961     |  
|                                                                                                                                                      |  |                                                |            |                                               |   |            |   |      |            |   |   |            |  
|Loss from operations                                                                                                                                  |  |                                                | (9,150     | )                                             |   | (19,626    | ) |      | (41,808    | ) |   | (54,200    | )
|                                                                                                                                                      |  |                                                |            |                                               |   |            |   |      |            |   |   |            |  
|Other income (expense):                                                                                                                               |  |                                                |            |                                               |   |            |   |      |            |   |   |            |  
|Interest expense                                                                                                                                      |  |                                                | (10,989    | )                                             |   | (9,593     | ) |      | (32,122    | ) |   | (28,169    | )
|                                                                                                                                                      |  |                                                |            |                                               |   |            |   |      |            |   |   |            |  
|Loss before income taxes                                                                                                                              |  |                                                | (20,139    | )                                             |   | (29,219    | ) |      | (73,930    | ) |   | (82,369    | )
|                                                                                                                                                      |  |                                                |            |                                               |   |            |   |      |            |   |   |            |  
|Provision for income taxes                                                                                                                            |  |                                                |           |                                               |   |           |   |      | 800        |   |   | 800        |  
|                                                                                                                                                      |  |                                                |            |                                               |   |            |   |      |            |   |   |            |  
|Net loss                                                                                                                                              |  | $                                              | (20,139    | )                                             | $ | (29,219    | ) | $    | (74,730    | ) | $ | (83,169    | )
|                                                                                                                                                      |  |                                                |            |                                               |   |            |   |      |            |   |   |            |  
|Basic & diluted weighted average number of
common stock outstanding                                                                                   |  |                                                | 28,718,780 |                                               |   | 28,718,780 |   |      | 28,718,780 |   |   | 28,718,780 |  
|                                                                                                                                                      |  |                                                |            |                                               |   |            |   |      |            |   |   |            |  
|Basic & diluted net loss per share                                                                                                                    |  | $                                              | (0.00      | )                                             | $ | (0.00      | ) | $    | (0.00      | ) | $ | (0.00      | )
|                                                                                                                                                      |  |                                                |            |                                               |   |            |   |      |            |   |   |            |  
|Weighted average number of shares used to compute basic and diluted loss per share is the same as the effect of
dilutive securities is anti-dilutive. | 



The accompanying notes are an integral part of these unaudited financial statements.





5



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INTERNET INFINITY, INC.

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTH PERIODS ENDED DECEMBER 31, 2008 AND 2007

(Unaudited)

|                                                                            |  |      |         |      |   |         |  
|--------------------------------------------------------------------------- |  | ---- | ------- | ---- | - | ------- | -
|                                                                            |  | 2008 |         | 2007 |  
|                                                                            |  |      |         |      |   |         |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |  |      |         |      |   |         |  
|Net loss                                                                    |  | $    | (74,730 | )    | $ | (83,169 | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |      |         |      |   |         |  
|Capital contribution via services provided                                  |  |      | 5,499   |      |   |        |  
|Increase in accounts payable and accrued expenses                           |  |      | 65,349  |      |   | 29,448  |  
|Net cash used in operating activities                                       |  |      | (3,882  | )    |   | (53,721 | )
|                                                                            |  |      |         |      |   |         |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |  |      |         |      |   |         |  
|Increase/(decrease) in due to related company                               |  |      | 4,944   |      |   | 22,783  |  
|Proceeds from/(payment to) due to officer                                   |  |      | (5,652  | )    |   | 26,680  |  
|Proceeds from notes payable - related party                                 |  |      | 3,600   |      |   | 3,600   |  
|Net cash provided by financing activities                                   |  |      | 2,892   |      |   | 53,063  |  
|                                                                            |  |      |         |      |   |         |  
|NET DECREASE IN CASH & CASH EQUIVALENTS                                     |  |      | (990    | )    |   | (658    | )
|                                                                            |  |      |         |      |   |         |  
|CASH & CASH EQUIVALENTS, BEGINNING BALANCE                                  |  |      | 990     |      |   | 1,263   |  
|                                                                            |  |      |         |      |   |         |  
|CASH & CASH EQUIVALENTS, ENDING BALANCE                                     |  | $    |        |      | $ | 605     |  
|                                                                            |  |      |         |      |   |         |  
|SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION:                        
|                                                                            |  |      |         |      |   |         |  
|Interest paid                                                               |  | $    |        |      | $ | 3,000   |  
|                                                                            |  |      |         |      |   |         |  
|Taxes paid                                                                  |  | $    |        |      | $ |        |  



The accompanying notes are an integral part of these unaudited financial statements.







6



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INTERNET INFINITY, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 1

ORGANIZATION

Internet Infinity, Inc. (III or the Company) was incorporated in the State of Delaware on October 27, 1995. III is in the business of distribution of electronic media replication services and the creation of replication masters. The Company was re-incorporated in Nevada on December 17, 2004.

NOTE 2

BASIS OF PRESENTATION AND BUSINESS

The accompanying financial statements have been prepared by Internet Infinity Inc. (the Company), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures included herein are adequate to make the information presented not misleading. The unaudited financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary to fairly state the financial position as of December 31, 2008, and the results of operations and cash flows for the related interim periods ended December 31, 2008 and 2007. The results of operations for the nine month period ended December 31, 2008, are not necessarily indicative of the results that may be expected for the year ended March 31, 2009.

The accounting policies followed by the Company and other information are contained in the notes to the Companys financial statements filed on July 15, 2008, as part of the Companys annual report on Form 10-K for the year ended March 31, 2008. This quarterly report should be read in conjunction with such annual report.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

Certain comparative amounts have been reclassified to conform to the current year's presentation.

Recent Pronouncements

In December 2007, FASB issued FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statementsan amendment of ARB No. 51. This Statement applies to all entities that prepare consolidated financial statements, except not-for-profit organizations, but will affect only those entities that have an outstanding non-controlling interest in one or more subsidiaries or that deconsolidate a subsidiary. Not-for-profit organizations should continue to apply the guidance in Accounting Research Bulletin No. 51, Consolidated Financial Statements, before the amendments made by this Statement, and any other applicable standards, until the Board issues interpretative guidance. This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this Statement is the same as that of the related Statement 141(R). This Statement shall be applied prospectively as of the beginning of the fiscal year in which this Statement is initially applied, except for the presentation and disclosure requirements. The presentation and disclosure requirements shall be applied retrospectively for all periods presented. This statement has no effect on the financial statements as the Company does not have any outstanding non-controlling interest.



7



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INTERNET INFINITY, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS (CONTINUED)



NOTE 2

BASIS OF PRESENTATION AND BUSINESS (CONTINUED)

In March, 2008, the FASB issued FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entitys financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The new standard also improves transparency about the location and amounts of derivative instruments in an entitys financial statements; how derivative instruments and related hedged items are accounted for under Statement 133; and how derivative instruments and related hedged items affect its financial position, financial performance, and cash flows. FASB Statement No. 161 achieves these improvements by requiring disclosure of the fair values of derivative instruments and their gains and losses in a tabular format. It also provides more information about an entitys liquidity by requiring disclosure of derivative features that are credit risk-related. Finally, it requires cross-referencing within footnotes to enable financial statement users to locate important. Based on current conditions, the Company does not expect the adoption of SFAS 161 to have a significant impact on its results of operations or financial position.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations. This statement replaces FASB Statement No. 141, Business Combinations. This statement retains the fundamental requirements in SFAS 141 that the acquisition method of accounting (which SFAS 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This statement defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. This statement requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the statement. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company does not expect the adoption of SFAS 160 to have a significant impact on its results of operations or financial position.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This Statement will not have an impact on the Companys financial statements.

In May 2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts, an interpretation of FASB Statement No. 60. The scope of this Statement is limited to financial guarantee insurance (and reinsurance) contracts, as described in this Statement, issued by enterprises included within the scope of Statement 60. Accordingly, this Statement does not apply to financial guarantee contracts issued by enterprises excluded from the scope of Statement 60 or to some insurance contracts that seem similar to financial guarantee insurance contracts issued by insurance enterprises (such as mortgage guaranty insurance or credit insurance on trade receivables). This Statement also does not apply to financial guarantee insurance contracts that are derivative instruments included within the scope of FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities. This Statement will not have an impact on the Companys financial statements.

On December 30, 2008 FASB issued FIN 48-3, Effective Date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises. This FSP defers the effective date of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, for certain non-public enterprises as defined in paragraph 289, as amended, of FASB Statement No. 109, Accounting for Income Taxes, including non-public not-for-profit organizations. However, non-public consolidated entities of public enterprises that apply U. S. GAAP are not eligible for the deferral. Nonpublic enterprises that have applied the recognition, measurement, and disclosure provisions of Interpretation 48 in a full set of annual financial statements issued prior to the issuance of this FSP also are not eligible for the deferral. This FSP shall be effective upon issuance. The Company does not believe this pronouncement will impact its financial statements.



8



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INTERNET INFINITY, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS (CONTINUED)





NOTE 2

BASIS OF PRESENTATION AND BUSINESS (CONTINUED)

On January 12, 2009 FASB issued FSP EITF 99-20-01, Amendment to the Impairment Guidance of EITF Issue No. 99-20. This FSP amends the impairment guidance in EITF Issue No. 99-20, Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to be Held by a Transferor in Securitized Financial Assets, to achieve more consistent determination of whether an other-than-temporary impairment has occurred. The FSP also retains and emphasizes the objective of an other-than-temporary impairment assessment and the related disclosure requirements in FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities, and other related guidance. The FSP shall be effective for interim and annual reporting periods ending after December 15, 2008, and shall be applied prospectively. Retrospective application to a prior interim or annual reporting period is not permitted. The Company does not believe this pronouncement will impact its financial statements.

NOTE 3

UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN

The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has incurred significant losses and has an accumulated deficit of $2,002,193 at December 31, 2008. The Company has a net loss of $74,730 for the nine month period ended December 31, 2008.

In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Companys ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. The Company is actively pursuing additional funding and potential merger or acquisition candidates and strategic partners, which would enhance stockholders investment. Management believes that the above actions will allow the Company to continue operations through the next fiscal year.

NOTE 4

ACCOUNT PAYABLE & ACCRUED EXPENSES

Accrued expenses consist of the following at



|                             |  |                   |         |                |   |        
|---------------------------- |  | ----------------- | ------- | -------------- | - | -------
|                             |  | December 31,
2008 |         | March 31,
2008
|                             |  | (Unaudited)       |         |                |  
|Accrued taxes                |  | $                 | 4,800   |                | $ | 4,000  
|Accrued interest             |  |                   | 204,643 |                |   | 128,915
|Accrued legal and accounting |  |                   | 7,000   |                |   | 15,500 
|Accounts payable             |  |                   | 24,985  |                |   | 27,665 
|                             |  | $                 | 241,428 |                | $ | 176,080





9



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INTERNET INFINITY, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS (CONTINUED)



NOTE 5

NOTES PAYABLE

|                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                   |        |                |   |        | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------- | ------ | -------------- | - | ------ | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | December 31,
2008 |        | March 31,
2008 |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | (Unaudited)       |        |                |   |       
|Five notes payable with various unrelated individuals. The notes are due upon 90 days written notice from the individuals. The notes are unsecured, with interest ranging from 6% to 12% payable quarterly. The notes have been outstanding since 1990. Interest expense for the three month periods ended December 31, 2008 and 2007 was $660 and $660. Interest expense for the nine month periods ended December 31, 2008 and 2007 was $1,980 and $1,980. |  | $                 | 27,000 |                | $ | 27,000 | 



NOTE 6

RELATED ENTITIES TRANSACTIONS

George Morris is chief financial officer, vice president, the chairman of the Board of directors of the Company and the controlling shareholder of the Company and its related parties through his beneficial ownership of the following percentages of the outstanding voting shares of the related parties:

|                                      |  |        
|------------------------------------- |  | -------
|Internet Infinity, Inc. (The Company) |  | 85.10% 
|Morris & Associates, Inc.             |  | 71.30% 
|Morris Business Development Company   |  | 82.87% 
|Apple Realty, Inc.                    |  | 100.00%
|L&M Media, Inc.                       |  | 100.00%



The Company has notes payable to related parties on December 31, 2008 and March 31, 2008 as follows:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                   |         |                |   |         | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------- | -------------- | - | ------- | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | December 31,
2008 |         | March 31,
2008 |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | (Unaudited)       |         |                |   |        
|Anna Moras (mother of George Morris), with interest at 6% per annum, due upon 90 days written notice. Interest expenses for the quarters ended December 31, 2008 and 2007 on this note are $487 and $459, respectively. Interest expense for the nine month periods ended December 31, 2008 and 2007 on this note was $1,440 and $1,368, respectively.                                                                                                                                                         |  | $                 | 14,652  |                | $ | 14,652  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                   |         |                |   |         | 
|Apple Realty, Inc. (related through a common controlling shareholder), secured by assets of the Company, past due and payable upon demand. Interest accrues at 6% per annum. This note is in connection with consulting fees and office expenses owed. Interest expenses on this note for the quarters ended December 31, 2008 and 2007 are $5,364 and $4,984, respectively. Interest expense on this note for the nine month periods ended December 31, 2008 and 2007 was $15,802 and 14,052, respectively.   |  | $                 | 247,996 |                | $ | 244,396 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                   |         |                |   |         | 
|L&M Media, Inc. (related through a common controlling shareholder)  Accounts payable for purchases, converted into a note during the three month period ended September 30, 2004. The note is due on demand, unsecured and interest accrues at 6% per annum. Interest expenses on this note for the quarters ended December 31, 2008 and 2007 are $732 and $691, respectively. Interest expense on this note for the nine month periods ended December 31, 2008 and 2007 was $2,164 and $2,043, respectively. |  | $                 | 35,755  |                | $ | 35,755  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                   |         |                |   |         | 
|Total notes payable  related parties                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | $                 | 298,403 |                | $ | 294,803 | 





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INTERNET INFINITY, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS (CONTINUED)



NOTE 6

RELATED ENTITIES TRANSACTIONS (CONTINUED)

The Company utilizes office space, telephone and utilities provided by Apple Realty, Inc. at estimated fair market values, as follows:



|               |  |         |     |          |   |       | 
|-------------- |  | ------- | --- | -------- | - | ----- | 
|               |  | Monthly |     | Annually |  
|Rent           |  | $       | 100 |          | $ | 1,200 | 
|Telephone      |  |         | 100 |          |   | 1,200 | 
|Utilities      |  |         | 100 |          |   | 1,200 | 
|Office Expense |  |         | 100 |          |   | 1,200 | 
|               |  | $       | 400 |          | $ | 4,800 | 



The Company has a month-to-month agreement with Apple Realty, Inc. for a total monthly fee of $400 for the above expenses.

The Company has a payable to officer of $217,015 and $222,668 as of December 31, 2008 and March 31, 2008, respectively, as follows:



|                                                                                            |  |                   |             |                |   |         | 
|------------------------------------------------------------------------------------------- |  | ----------------- | ----------- | -------------- | - | ------- | 
|                                                                                            |  | December 31,
2008 |             | March 31,
2008 |  
|                                                                                            |  |                   | (Unaudited) |                |   |         | 
|Unsecured miscellaneous payables upon demand to the chairman with
interest at 6% per annum. |  | $                 | 217,015     |                | $ | 222,668 | 



Interest accrued for the three month periods ended December 31, 2008 and 2007, on the above note in the amounts of $3,745 and $3,615, respectively. Interest accrued for the nine month periods ended December 31, 2008 and 2007, on the above note was $10,914 and $10,454, respectively.

The Company has a payable to Morris Business Development Company and Morris & Associates, Inc., parties related through a common controlling shareholder, amounting to $114,586 as of December 31, 2008 and $109,642 as of March 31, 2008. The amount is interest free, unsecured and due on demand.

During the nine month period ended December 31, 2008, the Companys officers and directors did not charge for their services. Such contributed services were recorded as capital contribution in the amount of $5,499 as of December 31, 2008 which was determined based on the fair value of the services provided.







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Item 2.

Managements Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the financial statements and the accompanying notes thereto for the period ended December 31, 2008 and is qualified in its entirety by the foregoing and by more detailed financial information appearing elsewhere. See Item 1. Financial Statements. The discussion includes managements expectations for the future.

Results of Operations  Third Quarter (Q3) of Fiscal 2009 Compared to Third Quarter (Q3) of Fiscal 2008

Sales

Internet Infinity revenues for Q3 2009 were $0 as compared with revenues of $0 in Q3 2008. The Company is in a transition period seeking a merger.

Cost of Sales - Gross Margin

Our cost of sales was $0 for Q3 2009, as compared to $0 for Q3 2008. The $0 is due to $0 sales.

Operating Expenses

Operating expenses for Q3 2009 decreased to $9,150 from $19,626 for Q3 2008. This decrease in operating expenses is primarily due to $0 sales with a decrease in salaries of $6,515, consulting expense of $607 and $3,354 for all other expenses. The interest expense increased $1,396.

Net Income (Loss)

The company had a net loss of $20,139 in Q3 2009 (no sales), as compared with a net loss of $29,219 in Q3 2008, due to reduced expenses.

Balance Sheet Items

Our cash position decreased to $0 at December 31, 2008 (Q3 2009) from $605 at December 31, 2007 (Q3 2008).

Results of Operations  First Nine Months of Fiscal Year 2009 Compared to First Nine Months of Fiscal Year 2008.

Internet Infinity revenues for the first nine months of FY 2009 were $0, a decrease in revenues from $3,805 in the first nine months of FY 2008. The lack of sales was attributable to the change in our Companys business eCommerce model and the lack of sales opportunities.

Cost of Sales - Gross Margin

Our cost of sales decreased to $0 for the first nine months of FY 2009, as compared with $3,044 for the first nine months of FY 2008, as the result of zero sales in FY 2009.

Operating Expenses

Operating expenses for the first nine months of FY 2009 decreased to $41,808 from $54,961 for the first nine months of FY 2008. This decrease in operating expenses is primarily due to a decrease in salaries of $19,364 and a decrease in other expenses of $10,387 offset by an increase in professional fees of $10,499 and an increase of $6,099 in consulting. Interest expenses increased by $3,953.

Net Income (Loss)

We had net loss of $74,730 in the first nine months of FY 2009, as compared with a net loss of $83,169 in the first nine months of FY 2008. The net loss for the first nine months of 2009 is attributable to no sales.

Balance Sheet Items

Our cash position decreased to $0 at December 31, 2008 (Q3 2009) from $605 at December 31, 2007 (Q3 2008).



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Liquidity

At December 31, 2008 we had a working capital deficit of $898,432 consisting of current assets totaling $0 and current liabilities totaling $898,432. The December 31, 2008 working capital deficit increased by $101,923 to $898,432 as compared to the December 31, 2007 working capital deficit balance of $796,509. The increase in the working capital deficit was primarily due to operating losses and an additional investment in cash from, and a reduction in loans payable to, George Morris, Chairman of our Company.

Item 4.

Controls and Procedures

Evaluation of disclosure controls and procedures. The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective and are designed to provide reasonable assurances of achieving their objectives. Further, the Companys officers concluded that its disclosure controls and procedures are also effective to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is accumulated and communicated to its management, including its chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. There were no significant changes in the Company's internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.



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PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

We are not, and none of our property is, a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

No director, officer or affiliate of the company, and no owner of record or beneficial owner of more than 5.0% of the securities of the company, or any associate of any such director, officer or security holder is a party adverse to the company or has a material interest adverse to the Company in reference to any litigation.

Item 6.

Exhibits

(a)

Exhibits

The following exhibits are filed, by incorporation by reference, as part of this Form 10-Q:

|                                                                                                                     |  |                                                                                                                                                                                                                         
|-------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No.                                                                                                          |  | Description                                                                                                                                                                                                             
|2                                                                                                                    |  | Certificate of Ownership and Merger of Morris & Associates, Inc., a California corporation, into Internet Infinity, Inc., a Delaware corporation*                                                                       
|2.1                                                                                                                  |  | Plan of Merger (Internet Infinity - Delaware into Internet Infinity - Nevada)***                                                                                                                                        
|2.2                                                                                                                  |  | State of Delaware Certificate of Merger of Domestic Corporation into Foreign Corporation which merges Internet Infinity, Inc., a Delaware corporation, with and into Internet Infinity, Inc., a Nevada corporation***   
|2.3                                                                                                                  |  | Articles of Merger (Pursuant to NRS 92A.200) which merges Internet Infinity, Inc., a Delaware corporation, with Internet Infinity, Inc., a Nevada corporation, with the Nevada corporation being the surviving entity***
|3                                                                                                                    |  | Articles of Incorporation of Internet Infinity, Inc.*                                                                                                                                                                   
|3.1                                                                                                                  |  | Amended Certificate of Incorporation of Internet Infinity, Inc.*                                                                                                                                                        
|3.2                                                                                                                  |  | Bylaws of Internet Infinity, Inc.*                                                                                                                                                                                      
|3.3                                                                                                                  |  | Corporate Charter and Articles of Incorporation of Internet Infinity, Inc., a Nevada corporation***                                                                                                                     
|3.4                                                                                                                  |  | Certificate of Amendment to Articles of Incorporation of Internet Infinity, Inc., a Nevada corporation++                                                                                                                
|10.1                                                                                                                 |  | Master License and non-exclusive Distribution Agreement between Internet Infinity, Inc. and Lord & Morris Productions, Inc.*                                                                                            
|10.2                                                                                                                 |  | Master License and Exclusive Distribution Agreement between L&M Media, Inc. and Internet Infinity, Inc.*                                                                                                                
|10.3                                                                                                                 |  | Master License and Exclusive Distribution Agreement between Hollywood Riviera Studios and Internet Infinity, Inc.*                                                                                                      
|10.4                                                                                                                 |  | Fulfillment Supply Agreement between Internet Infinity, Inc. and Ingram Book Company**                                                                                                                                  
|14                                                                                                                   |  | Code of Ethics for CEO and Senior Financial Officers+                                                                                                                                                                   
|31.1                                                                                                                 |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                      
|31.2                                                                                                                 |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                      
|32.1                                                                                                                 |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                      
|32.2                                                                                                                 |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                      
|                                                                                                                     |  |                                                                                                                                                                                                                         
|
*
Previously filed with Form 10-SB 10-13-99; Commission File No. 0-27633 incorporated herein.               
|**
Previously filed with Amendment No. 2 to Form 10-SB 02-08-00; Commission File No. 0-27633 incorporated herein.   
|***
Previously filed with Form 8-K Current Report March 14, 2005, Commission File No. 0-27633 incorporated herein.  
|+
Previously filed with Form 10-KSB; Commission File No. 0-27633 incorporated herein.                               
|++
Previously filed with Form 8-K Current Report February 17, 2006; Commission File No. 0-27633 incorporated herein.





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SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 20, 2009

| |                         |                                                     
| | ----------------------- | ----------------------------------------------------
| | INTERNET INFINITY, INC.
| |                         |                                                     
| |                         |                                                     
| | By:                     | /s/ GEORGE MORRIS                                   
| |                         | George Morris, President and Chief
Executive Officer





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