U.S. SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 
 **FORM 10-QSB**
 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended December 31, 2004
 
 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: Delaware
 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)
 
 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. Yes [X]  No [ ]
 
 As of February 14, 2005, there were 20,718,780 shares of the Registrants Common Stock, par value $0.001 per share, outstanding.
 
 Transitional Small Business Disclosure Format (check one): Yes [ ]  No [X]
  1   **TABLE OF CONTENTS**
 PagePART I - FINANCIAL INFORMATION
3Item 1. Financial Statements
3Item 2. Managements Discussion and Analysis or Plan of Operation
19Item 3. Controls and Procedures
21PART II - OTHER INFORMATION
21Item 1. Legal Proceedings
21Item 2. Unregistered Sales of Equity Securities
21Item 3. Defaults Upon Senior Securities
22Item 4. Submission of Matters to a Vote of Security Holders
22Item 5. Other Information
22Item 6. Exhibits and Reports on Form 8-K
22SIGNATURES
23
  2   
 
 **PART I - FINANCIAL INFORMATION**
 **Item 1. Financial Statements**
 PageCombined Balance Sheet (Unaudited) at December 31, 2004
4Combined Statements of Operations (Unaudited)for the Three Month Periods EndedDecember 31, 2004 and 2003and the Nine Month Periods EndedDecember 31, 2004 and 2003
5Combined Statements of Cash Flows (Unaudited) for theNine Month Periods Ended December 31, 2004 and 2003
6Combined Statements of Stockholders Equity (Deficit)for the Years Ended December 31, 2004 and 2003
7Notes to Unaudited Combined Financial Statements
10
 
 
 3  ****


**INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND****ELECTRONIC MEDIA CENTRAL CORPORATION****COMBINED BALANCE SHEET****DECEMBER 31, 2004****(UNAUDITED)********ASSETS********CURRENT ASSETS:**Cash & cash equivalents



$
9,089Accounts receivable, net of allowance of doubtful accountsof $4,070




53,741**INTANGIBLE ASSETS:**Website technology costs, net




66,500$
129,329******LIABILITIES AND STOCKHOLDERS' DEFICIT****CURRENT LIABILITIES:**Accounts payable & accrued expenses



$
159,199Note payable




27,000Note payable - related parties




14,652Due to officer




47,908Total current liabilities




248,758**LONG TERM LIABILITIES:**Note payable




35,755Note payable - related parties




401,096Due to officer




401,578Total long term liabilities




838,429Total liabilities




1,087,188**STOCKHOLDERS' DEFICIT**Preferred stock, $.001 par value; 30,000,000 sharesauthorized, none outstanding




-Common stock, $.001 par value; 80,000,000 sharesauthorized and 20,718,780 outstanding




39,719Additional paid in capital




739,051Accumulated deficit




(1,736,629
)Total stockholders' deficit




(957,859
)$
129,329


The accompanying notes are an integral part of these unaudited condensed combined financial statements4
 **INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND****ELECTRONIC MEDIA CENTRAL CORPORATION****COMBINED STATEMENTS OF OPERATIONS****(UNAUDITED)****For the Three Month Periods**

**For the Nine Month Periods****Ended December 31,**

**Ended December 31,****2004**

**2003**

**2004**

**2003**Revenues

**$**
****70,142

$
86,658

**$**
****190,395

$
252,380Cost of sales - purchases


19,516


53,902


85,136


159,889Gross Profit


50,626


32,756


105,259


92,491**Operating expenses**Professional fees


5,513


7,837


26,688


40,889Salaries and related expenses


17,502


15,903


52,233


46,341Consulting fees to related party


11,000


(3,378
)

11,000.00


120,600Other


14,867


10,478


43,837


40,139Total operating expenses


48,882


30,840


133,758


247,969**Income (loss) from Operations**


1,744


1,916


(28,499
)

(155,478
)Non-operating income (expense):Interest expense


(13,804
)

(12,834
)

(39,854
)

(33,232
)Gain on settlement of debts-related party





30,000





30,000Total other income (expense)


(13,804
)

17,166


(39,854
)

(3,232
)**Income (loss) before income taxes**


(12,060
)

19,082


(68,353
)

(158,710
)Provision for income taxes


-


-


2,400


2,400**Net income (loss)**

$
(12,060
)
$
19,082

$
(70,753
)
$
(161,110
)**Basic & diluted weighted average number of****common stock outstanding**


20,718,780


20,218,780


20,516,962


20,218,780**Basic & diluted net income (loss) per share**

$
(0.001
)
$
(0.001
)
$
(0.003
)
$
(0.014
)
  
 The accompanying notes are an integral part of these unaudited condensed combined financial statements5
 
  **INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND****ELECTRONIC MEDIA CENTRAL CORPORATION****COMBINED STATEMENTS OF CASH FLOWS****(UNAUDITED)****For the Nine Month Periods****Ended December 31,****2004**

**2003****CASH FLOWS FROM OPERATING ACTIVITIES:**Net loss

$
(70,753
)
$
(161,110
)Adjustments to reconcile net loss to net cash used inoperating activities:Gain on settlement of debt - related party


-


(30,000
)Decrease (increase) in accounts receivable


(19,266
)

(24,532
)Increase (decrease) in accounts payable and accrued expenses


8,559


69,916Increase (decrease) in accounts payable-related company


-


697Increase in note payable related entity issued for consulting fees


-


105,000Net cash used in operating activities


(81,460
)

(40,029
)**CASH FLOWS FROM INVESTING ACTIVITIES:**Decrease in note receivable - related company


-


25,855**CASH FLOWS FROM FINANCING ACTIVITIES:**Increase in due to officer


101,416


31,571Payment on notes payable - related parties


(15,200
)

-Net used provided by financing activities


86,216


31,571NET INCREASE ( DECREASE) IN CASH & CASH EQUIVALENTS


4,756


(8,458
)**CASH & CASH EQUIVALENTS, BEGINNING BALANCE**


4,333


11,242**CASH & CASH EQUIVALENTS, ENDING BALANCE**

$
9,089

$
2,784**SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION:**Interest paid during the year

$
27,000

$
15,000Taxes paid during the year

$
-

$
4,378**NON-CASH INVESTING AND FINANCING ACTIVITIES:**Common stock issued for conversion of notes and loans payable

$
500

$
-
 
 The accompanying notes are an integral part of these unaudited condensed combined financial statements6
 **INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND****ELECTRONIC MEDIA CENTRAL CORPORATION****COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)****FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003****INTERNET INFINITY, INC.****Total****Common stock**







**stockholders'****Number of**



**Additional**

**Subscription**

**Accumulated**

**Equity******

**Shares**

**Amount**

**paid in capital**

**receivable**

**deficit**

**deficit****Balance as of March 31,2002**


10,718,780

$
10,719

$
1,016,868

$
(496,821
)
$
(1,034,766
)
$
(504,000
)Unpaid stock subscription reversed


-


-


(385,417
)

496,821


-


111,404Stock dividend (Note 15)


-


-


-


-


(500
)

(500
)Shares issued for relief (Note 8)


8,000,000


8,000


104,000


-


-


112,000Net loss for the year


-


-


-


-


(205,101
)

(205,101
)**Balance as of March 31, 2003**


18,718,780


18,719


735,451


-


(1,240,367
)

(486,197
)Net loss for the year


-


-


-


-


(188,539
)

(188,539
)**Balance as of March 31, 2004**


18,718,780

$
18,719

$
735,451

$
-

$
(1,428,906
)
$
(674,736
)Net loss for the year


-


-


-


-


(69,959
)

(69,959
)**Balance as of December 31, 2004**


18,718,780

$
18,719

$
735,451

$
-

$
(1,498,865
)
$
(744,695
)
 The accompanying notes are an integral part of these unaudited condensed combined financial statements7    **INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND****ELECTRONIC MEDIA CENTRAL CORPORATION****COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)****FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003****MORRIS & ASSOCIATES, INC.****Total****Common stock**







**stockholders'****Number of**



**Additional**

**Subscription**

**Accumulated**

**Equity******

**Shares**

**Amount**

**paid in capital**

**receivable**

**deficit**

**deficit****Balance as of March 31,2002**


500,000

$
500

$
-

$
-

$
-

$
500Net loss for the year


-


-


-


-


(76,694
)

(76,694
)**Balance as of March 31, 2003**


500,000


500


-


-


(76,694
)

(76,194
)Net loss for the year


-


-


-


-


891


891**Balance as of March 31, 2004**


500,000

$
500

$
-

$
-

$
(75,803
)
$
(75,303
)Issuance of stock for services


500,000


500


-


-


-


500Net loss for the year


-


-


-


-


(15,807
)

(15,807
)**Balance as of December 31, 2004**


1,000,000

$
1,000

$
-

$
-

$
(91,610
)
$
(90,610
)
   
 The accompanying notes are an integral part of these unaudited condensed combined financial statements8
 
  **INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND****ELECTRONIC MEDIA CENTRAL CORPORATION****COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)****FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003****ELECTRONIC MEDIA CENTRAL CORPORATION****Total****Common stock**








**stockholders'****Number of**



**Additional**


**Subscription**

**Accumulated**

**Equity******

**Shares**

**Amount**


**paid in capital**



**receivable**

**deficit**

**deficit****Balance as of March 31,2001**


10,000,000

$
10,000

$



$
(9,999
)
$
123,984


123,985Reverse Split (Note 4)


(9,500,000
)

(9,500.00
)

9,500.00









-Payment from Stockholder












9,999





9,999Net loss for the year















(190,511
)

(190,511
)**Balance as of March 31,2002**


500,000

$
500

$
9,500.0


$
-

$
(66,527
)
$
(56,527
)Shares issued


500,000


500


13,100









13,600Net loss for the year


-


-


-



-


(94,696
)

(94,696
)**Balance as of March 31, 2003**


1,000,000


1,000


22,600



-


(161,223
)

(137,623
)Net loss for the year















56


56**Balance as of March 31, 2004**


1,000,000

$
1,000

$
22,600


$
-

$
(161,167
)
$
(137,567
)Net loss for the year















15,013


15,013**Balance as of December 31, 2004**


1,000,000

$
1,000

$
22,600


$
-

$
(146,154
)
$
(122,554
)**Consolidated Balance as of December 31, 2004**


**20,718,780**
****
**$**
**20,719**
****
**$**
**758,051**
****
****
**$**
**-**
****
**$**
**(1,736,629**
**)**
**$**
**(957,859**
**)**
 
 The accompanying notes are an integral part of these unaudited condensed combined financial statements9
 **INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND**
**ELECTRONIC MEDIA CENTRAL CORPORATION**
**NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS** **NOTE 1 ORGANIZATION**
 
 Internet Infinity, Inc. (III) was incorporated in the State of Delaware on October 27, 1995. III is in the business of distribution of electronic media duplication services and electronic blank media. They also distribute pre-recorded special interest video programs, internet web site services, and CD authorizing services. III also operates a business-to-business community web site for direct sales professionals.
 
 On April 1, 1998, Morris and Associates, Inc., (M&A) was incorporated in California. M&A (formerly a division of Internet Infinity, Inc.) is owned 100% by III. M&A is licensed to distribute special interest video programming to educational and consumer distributors for health and medical titles, and computer software training including internet information, golf, sports, and home and garden titles.
 
 On April 1, 1998, Electronic Media Central Corporation (EMC) was incorporated in California. EMC was formerly a division of III. EMC is engaged in the sale of blank electronic media such as video tapes and the duplication, replication and packaging of DVDs, CDs, video tapes and audio tapes. EMC and III are owned beneficially by identical stockholders.
 
 In August 2001, III announced plans to spin-off, on a pro-rata basis, EMC, its wholly owned subsidiary, to stockholders of record as of September 18, 2001. In accordance with Accounting Principles Board Opinion (APBO) 23, paragraph 23, the spin-off has been accounted for on a historical basis, as a tax-free distribution. The Company has not requested or received a ruling from the Internal Revenue Service as to whether this distribution qualifies as a non-taxable transaction.
 
 In July 2002, III spin-off, on a pro-rata basis, M&A, its wholly owned subsidiary, to stockholders of record as of August 5, 2002. In accordance with APBO 23, paragraph 23, the spin-off has been accounted for on a historical basis, as a tax-free distribution. The Company has not requested or received a ruling from the Internal Revenue Service as to whether this distribution qualifies as a non-taxable transaction. Each stockholder of record at August 5, 2002, received a .048 share of M&A for each share of III.
 
 In December 2004, III entered into a Merger Agreement with a Nevada corporation also named Internet Infinity, Inc. (herein Internet Nevada). The sole purpose of the merger is to change its domicile from Delaware to Nevada. Internet Nevada shall be the surviving entity of the merger. In the merger, all combined outstanding common shares of the III, M & A and EMC will convert into an identical number of shares of common stock of Internet Nevada.
 
  10 **INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND**
**ELECTRONIC MEDIA CENTRAL CORPORATION**
**NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS**  On September 29, 2004, the Company entered into an agreement with the president of the Company to purchase the website technology which is in the development stage. The Company recorded the asset at the historical cost to the president of the Company. The Company is accounting for Website Technology costs under the capitalization criteria of Statement of Position 98-1 "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use."
 
 **NOTE 2 BASIS OF PRESENTATION**
 
 The accompanying unaudited condensed combined financial statements have been prepared by Internet Infinity, Inc., Morris and Associates, Inc. and Electronic Media Central Corporation (the Companies), 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 Companies believe that the disclosures included herein are adequate to make the information presented not misleading. The unaudited condensed combined 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, 2004, and the results of operations and cash flows for the related interim periods ended December 31, 2004 and 2003. The results of operations for the quarter and year-to-date periods ended are not necessarily indicative of the results that may be expected for the year ending March 31, 2005, or any other period.
 
 The accounting policies followed by the Companies and other information are contained in Note 1 to the Companies financial statements in the March 31, 2004 annual report on Form 10-KSB. This quarterly report should be read in conjunction with such annual report.
 
 *Combined Financial Statements*
 
 The financial statements of III, EMC and M&A are combined because each company is owned beneficially by identical stockholders. All significant inter-company accounts and transactions have been eliminated in the combination.
 
 *Use of Estimates*
 
 The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect 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. Accordingly, actual results could differ from those estimates.
 
  11 **INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND**
**ELECTRONIC MEDIA CENTRAL CORPORATION**
**NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS**  *Recent Pronouncements*
 
 In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment, an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R requires companies to recognize in the statement of operations the grant- date fair value of stock options and other equity-based compensation issued to employees. FAS No. 123R is effective beginning in the Company's second quarter of fiscal 2006. The Company believes that the adoption of this standard will have no material impact on its financial statements.
 
 In December 2004, the FASB issued SFAS Statement No. 153, "Exchanges of Nonmonetary Assets." The Statement is an amendment of APB Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. The Company believes that the adoption of this standard will have no material impact on its financial statements.
 
 In March 2004, the Emerging Issues Task Force ("EITF") reached a consensus on Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments." The EITF reached a consensus about the criteria that should be used to determine when an investment is considered impaired, whether that impairment is other-than-temporary, and the measurement of an impairment loss and how that criteria should be applied to investments accounted for under SFAS No. 115, "ACCOUNTING IN CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES." EITF 03-01 also included accounting considerations subsequent to the recognition of an other-than-temporary impairment and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. Additionally, EITF 03-01 includes new disclosure requirements for investments that are deemed to be temporarily impaired. In September 2004, the Financial Accounting Standards Board (FASB) delayed the accounting provisions of EITF 03-01; however the disclosure requirements remain effective for annual reports ending after June 15, 2004. The Company will evaluate the impact of EITF 03-01 once final guidance is issued.
 
 *Reclassification*
 
 Certain prior year balances have been reclassified to conform to the current years presentation.
 
  12 **INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND**
**ELECTRONIC MEDIA CENTRAL CORPORATION**
**NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS**  **NOTE 3 UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN**
 
 The Company's combined 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 a combined accumulated deficit of $1,736,629 at December 31, 2004. The Company has net losses of $70,753 and $161,110 in the nine month periods ended December 31, 2004 and 2003, respectively. 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 STOCKHOLDERS DEFICIT**
 
 On July 20, 2004, Morris & Associates issued 500,000 shares of stock to George Morris for services. The shares issued have been recorded at the par value since M&A has negative worth and is a privately held company.
 
 The following is an analysis of activities in the Stockholders' Deficit for the nine month periods ended December 31, 2004:
 
 **Morris & Associates, Inc**Preferred Stock

Common Stock$.001 par value, 10,000,000

$.001 par value, 20,000,000shares authorized

shares authorized

AdditionalPaid in

AccumulatedShares


Amount


Shares


Amount


Capital


(Deficit
)

BalanceBalance atMarch 31, 2004


-


-


500,000

$
500

$
-

$
(75,803
)
$
(75,303
)Issuance of shares for services


-


-


500,000


500


-


-


500Net (loss) for quarter


-


-


-


-


-


(15,807
)

(15,807
)Balance atDecember 31, 2004


-

$
-


1,000,000

$
1,000

$
-

$
(91,610
)
$
(90,610
)
  13
 **Electronic Media Central Corporation:**Preferred Stock

Common Stock$.001 par value, 10,000,000

$.001 par value, 20,000,000shares authorized

shares authorized

AdditionalPaid in

AccumulatedShares


Amount


Shares


Amount


Capital


(Deficit
)

BalanceBalance atMarch 31, 2004


-

$
-


1,000,000

$
20,000

$
3,600

$
(161,167
)
$
(137,567
)Net (loss) for quarter


-


-


-


-


-


15,013


15,013Balance atDecember 31, 2004


-

$
-


1,000,000

$
20,000

$
3,600

$
(146,154
)
$
(122,554
)
 **Combined:**Preferred Stock

Common Stock

AdditionalPaid in

AccumulatedShares


Amount


Shares


Amount


Capital


(Deficit
)

BalanceBalance atDecember 31, 2004


-

$
-


20,718,718

$
39,719

$
739,051

$
(1,736,629
)
$
(957,859
)
 Information regarding EMC is as follows:
 
 For the nine month periodsended December 31,2004


2003Net Sales

$
167,951

$
247,125Cost and Expenses


(152,137
)

(233,386
)Loss Before Income Taxes


15,813


13,739Income Taxes


(800
)

(800
)Net Income

$
15,013

$
12,939
  14 **INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND**
**ELECTRONIC MEDIA CENTRAL CORPORATION**
**NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS**  
 As of December 31,2004


2003Current Assets

$
58,394

$
30,899Other Assets


80,828


42,221Total Assets

$
139,223

$
73,120Current Liabilities

$
85,219

$
88,604Long-Term Liabilities


176,557


109,200Stockholders (Deficit)


(122,554
)

(124,684
)Total Liabilities and Stockholders Equity

$
139,223

$
73,120
 
 
 Information regarding M&A is as follows:
 For the nine month periodsended December 31,2004


2003Net Sales

$
2,289

$
3,733Cost and Expenses


(17,296
)

(41,322
)(Loss) Before Income Taxes


(15,007
)

(37,589
)Income Taxes


(800
)

(800
)Net (Loss)

$
(15,807
)
$
(38,389
)As on December 31,2004


2003Current Assets

$
19,481

$
1,578Other Assets


-


3,510Total Assets

$
19,481

$
5,088Current Liabilities

$
18,336

$
4,069Long-Term Liabilities


91,757


109,334Stockholders (Deficit)


(90,612
)

(108,315
)Total Liabilities and Stockholders Equity

$
19,481

$
5,088
  15 **INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND**
**ELECTRONIC MEDIA CENTRAL CORPORATION**
**NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS**  **NOTE 5 NOTES PAYABLE**
 ****
 ****
 **Current:**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 nine month periods ended December 31, 2004 and 2003 is $1,980.

$
27,000****
**Long-term:**L&M Media, Inc. (related through common officer) - Accounts payable for purchases, converted in to a Note in the year ended March 31, 2004. The Note is due on October 1, 2005 with interest of 6 % payable annually.
Interest expense for the nine month periods ended December 31, 2004 and 2003 are $ 1,708 and $ 1,081 respectively.


35,755Total notes payable

$
62,755
 
 **NOTE 6 RELATED ENTITIES TRANSACTIONS**
 
 The Company has notes payable to related parties on December 31, 2004 as per follows:
 Notes Payable to:
 **Current:**
Anna Moras (Mother of the president of the Company), with interest at 6% per annum, due upon 90 days written notice. Interest expense for the nine month periods ended December 31, 2004 and 2003 are $ 1,135 and $1,069 respectively.

$
14,652**Long Term:**
Apple Realty, Inc. (related through common officer), secured by assets of III. Interest shall accrue at 6% per annum, due and payable October 1, 2005. This note is in connection with consulting fees owed.
Interest expense for the nine month periods ended December 31, 2004 and 2003 are $ 21,037 and $ 17,597 respectively.


401,096Total notes payable - related parties

$
415,748
  16 **INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND**
**ELECTRONIC MEDIA CENTRAL CORPORATION**
**NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS**  On September 1, 2004, the Company entered into a consulting agreement with Apple Realty, Inc. The agreement states that the Company shall charge $ 10,000 per quarter for providing consulting services which will be offset against the notes owed by the Company. The Company charged $20,000 during the period which has been offset against the notes owed by the Company.
 
 On September 29, 2004, the Company entered into an agreement with the president of the Company to purchase the website technology which is in the development stage. The Company recorded the asset at the historical cost to the president of the Company. The intangible asset has been recorded at the value of $ 66,500.
 
 **NOTE 7 DUE TO OFFICER**
 
 Due to officer on December 31, 2004 was as per follows:
 
 Unsecured note payable to George Morris, with interest at 6% per annum due October 1, 2005 with monthly installments of $3,000 beginning June 30, 2000. George Morris is the President of III. The Company has not made any principle payments to George Morris.
Interest expense for the nine month periods ended December 31, 2004 and 2003 is $ 13,995 and $11,505

$
449,486Less Current Portion


47,908Long-Term Portion

$
401,578
 
 Maturities of due to officer are as follows:
 For the year ended December 31,


Classification


AmountInterest payable


Current

$
47,9082006


Long-term


401,578$
449,486
  17 **INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND**
**ELECTRONIC MEDIA CENTRAL CORPORATION**
**NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS**  **NOTE 8 CONCENTRATIONS OF CREDIT RISK**
 
 For the nine months ended December 31, 2004, revenue from one customer represents 88% of the Companys total revenue. Accounts receivable outstanding from this customer as of December 31, 2004 is $ 53,741.
 
 For the nine months ended December 31, 2004 and 2003, the Company has one vendor who represents 94.7% of total purchases. Accounts payable outstanding as of December 31, 2004 for this supplier is $ 31,989.
 
 **NOTE 9 ACQUISITION OF INTANGIBLE ASSET**
 
 The intangible asset was acquired from the president of the Company and recorded at the historical cost at the value of $66,500. Expenditures for maintenance and repairs are expensed when incurred; additions, renewals and betterments are capitalized. Amortization is computed using the straight-line method over the estimated useful life of the asset (3 years). The Company is accounting for Website Technology costs under the capitalization criteria of Statement of Position 98-1 "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use." There was no amortization for the nine month period ended December 31, 2004. Amortization will begin from the date when the Website becomes operational.
 
 **NOTE 10 SUBSEQUENT EVENTS**
 
 Subsequent to the period, the Company entered into a merger agreement with a Nevada corporation named Internet Infinity, Inc. (Internet Nevada). The surviving entity of the merger is Internet Nevada. The sole purpose of the merger is to change the domicile from Delaware to Nevada. All outstanding common stock of the Company will be converted into an identical number of shares of common stock of Internet Nevada.
 18
 Item 2. Managements Discussion and Analysis or Plan of Operation  *The following discussion and analysis should be read in conjunction with the financial statements and the accompanying notes thereto for the three-month period ended December 31, 2004 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 of (Q3) Fiscal 2005 Compared to Third Quarter (Q3) of Fiscal 2004**
 
 **Sales**
 
 Internet Infinity revenues for Q3 2005 were $70,142, a 19% decrease in revenues from Q3 2004 of $86,658. This reduction in sales is attributable to increased competition with lower prices on some services.
 
 **Cost of Sales - Gross Margin**
 
 Our cost of sales decreased to $19,516 for Q3 2005 (28% of sales), as compared to $53,902 for Q3 2004 (62% of sales). This reduction in the cost of sales percentage from 62% to 28% is attributable to higher margin bids to customers wanting more specialized services. Gross margin improved from 38% to 72% due to the lower cost of sales.
 
 **Operating Expenses**
 
 Operating expenses for Q3 2005 increased to $48,882 (70% of sales), from $30,840 (36% of sales), for Q3 2004. This increase in operating expenses is primarily due to lower sales and increased costs to support sales.
 
 **Net Income (Loss)**
 
 The company had a net loss of $12,060 in Q3 2005 (17% of sales), as compared with net income of $19,082 in Q3 2004 (22% of sales). The cause for the net loss of $12,060 is discussed in the previous sections.
 
 **Balance Sheet Items**
 
 Our cash position increased to $9,089 at December 31, 2004 (Q3 2005) by $6,308 from $2,784 at December 31, 2003 (Q3 2004).
 
 19
 **Results of Operations - First Nine Months of Fiscal Year 2005 Compared to First Nine Months of Fiscal Year 2004**
 
 **Sales**
 
 Internet Infinity revenues for the first nine months of FY 2005 were $190,395, a $61,985 or 25% decrease in revenues from $252,380 in the first nine months of FY 2004. The decrease in sales was attributable to tougher market competition with lower prices on some services.
 
 **Cost of Sales - Gross Margin**
 
 Our cost of sales decreased to $85,136 for the first nine months of FY 2005, or 45% of sales, as compared with $159,889 for the first nine months of FY 2004, or 63% of sales. This 18 percentage decrease in the cost of sales is due to higher margin bids to customers wanting specialized services.
 
 **Operating Expenses**
 
 Operating expenses for the first nine months of FY 2005 decreased to $133,758 or 70% of sales, from $247,969, or 98% of sales, for the first nine months of FY 2004. This 28 percentage decrease in operating expenses is primarily due to more control of overhead.
 
 **Net Income (Loss)**
 
 We had a net loss of $68,353 in the first nine months of FY 2005, or 36% of sales, as compared with a net loss of $158,710 in the first nine months of FY 2004, or 63% of sales. The cause of the decrease in the net loss is attributed to more control of overhead.
 
 **Financial Conditions**
 
 At December 31, 2004 we had a working capital deficit of $185,928 consisting of current assets totaling $62,830 and current liabilities totaling $248,758. The December 31, 2004 working capital deficit decreased by $507,724 as compared to the December 31, 2003 working capital deficit balance of $693,652. The decrease in the working capital deficit was primarily due to a $465,451 decrease in notes payable to a related party. During the nine months ended December 31, 2004, we increased cash of $4,756 as compared to $8,458 in cash used during the nine months ended December 31, 2003. We used $81,460 of cash in operating activities, which was primarily due to a net loss for the nine months ended December 31, 2004 of $70,753, offset by an increase of $19,266 in accounts receivable and an increase of $8,559 in accounts payable.
 
 20
 **Off-Balance Sheet Arrangements**
 
 Our company has not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated with us under which we have
 
 ·
an obligation under a guarantee contract,·
a retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets,·
any obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument, or·
any obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by us and material to us where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and development services with us.
 
 **Item 3.** **Controls and Procedures**
 
 Evaluation of disclosure controls and procedures . The Companys management, with the participation of the Companys Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Companys disclosure controls and procedures as of December 31, 2004. Based on this evaluation, the Companys Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures are effective for gathering, analyzing and disclosing the information the Company is required to disclose in the reports it files under the Securities Exchange Act of 1934, within the time periods specified in the SECs rules and forms.
 
 Changes in internal controls . There were no significant changes in internal controls or other factors that could significantly affect our internal controls subsequent to the date of our evaluation.
 
 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 2.**
**Unregistered Sales of Equity Securities**None.
  21
 **Item 3.**
**Defaults Upon Senior Securities**None.**Item 4.**
**Submission of Matters to a Vote of Security Holders**None.**Item 5.**
**Other Information**None.**Item 6.**
**Exhibits and Reports on Form 8-K****(a)**
**Exhibits**The following exhibits are filed, by incorporation by reference, as part of this Form 10-QSB:2
Certificate of Ownership and Merger of Morris & Associates, Inc., a California corporation, into Internet Infinity, Inc., a Delaware corporation*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.*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+16
Letter of July 9, 2003 of Caldwell, Becker, Dervin, Petrick & Co., L.L.P.agreeing with the statements made in the Form 8-K filed on July 9, 2003 byInternet Infinity, Inc., concerning Internet Infinitys change of principal independent accountants.***
  22
 31
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 2002.31.1
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
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 2002.32.1
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 07-02-03; Commission File No. 0-27633 incorporated herein.
 
 +Previously filed with Form 10-KSB; Commission File No. 0-27633 incorporated herein.
  **(b)**
**Forms 8-K**
 
 Form 8-K December 27, 2004 reporting Item 8.01, Commission File No. 000-27633, filed 01-04-05.
 
 **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.
 
 INTERNET INFINITY, INC.Date: February 16, 2005
By:
/s/ George MorrisGeorge MorrisChairman and Chief Executive Officer
 
   23    **INTERNET INFINITY, INC.**
 
 COMMISSION FILE NO. 0-27633
 
 
 **INDEX TO EXHIBITS**
 
 **FORM 10-QSB**
 **FOR THE QUARTER ENDED DECEMBER 31, 2004**
 
 
 
 The following exhibits are filed, by incorporation by reference, as part of this Form 10-QSB:
 
 ExhibitNumber

Description of Exhibit2
-
Certificate of Ownership and Merger of Morris & Associates, Inc., a California corporation, into Internet Infinity, Inc., a Delaware corporation*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.*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+16
-
Letter of July 9, 2003 of Caldwell, Becker, Dervin, Petrick & Co., L.L.P.agreeing with the statements made in the Form 8-K filed on July 9, 2003 by Internet Infinity, Inc., concerning Internet Infinitys change of principal independent accountants.***  1
 31
-
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 2002.31.1
-
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
-
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 2002.32.1
-
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 07-02-03; Commission File No. 0-27633 incorporated herein.
 
 +Previously filed with Form 10-KSB 03-31-04; Commission File No. 0-27633 incorporated herein.
 2