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 June 30, 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 August 13, 2004, 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]











TABLE OF CONTENTS





PagePART I - FINANCIAL INFORMATION
3Item 1 Financial Statements
3Item 2. Managements Discussion and Analysis or Plan of Operation
15Item 3. Controls and Procedures
16PART II - OTHER INFORMATION
16Item 1. Legal Proceedings
16Item 2. Changes in Securities
16Item 3. Defaults Upon Senior Securities
16Item 4. Submission of Matters to a Vote of Security Holders
16Item 5. Other Information
16Item 6. Exhibits and Reports on Form 8-K
16SIGNATURES
18




2








PART I  FINANCIAL INFORMATION





Item 1.      Financial Statements
PageCombined Balance Sheet (Unaudited) at June 30, 2004
4Combined Statements of Operations (Unaudited)for the Three Month Periods EndedJune 30, 2004 and 2003
5Combined Statements of Cash Flows (Unaudited) for theThree Month Periods Ended June 33, 2004 and 2003
6Notes to Unaudited Combined Financial Statements
7















3




INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. ANDELECTRONIC MEDIA CENTRAL CORPORATIONCOMBINED BALANCE SHEETJUNE 30, 2004(UNAUDITED)ASSETSCURRENT ASSETS:Cash & cash equivalents

$
11,170Accounts receivable, net of allowance of doubtful accountsof $4,070


23,326$
34,496LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIES:Accounts payable & accrued expenses

$
152,774Note payable


62,755Note payable - related parties


432,548Due to officer


268,517Total current liabilities


916,594LONG TERM LIABILITIES:Due to officer


38,573STOCKHOLDERS' DEFICITPreferred stock, $.001 par value; 30,000,000 sharesauthorized, none outstanding


-Common stock, $.001 par value; 80,000,000 sharesauthorized and 20,218,780 outstanding


20,219Additional paid in capital


758,051Accumulated deficit


(1,698,941
)Total stockholders' deficit


(920,671
)$
34,496




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




4





INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. ANDELECTRONIC MEDIA CENTRAL CORPORATIONCOMBINED STATEMENTS OF OPERATIONS(UNAUDITED)For the three month periodsended June 30,2004


2003Net revenues

$
67,667

$
75,699Cost of revenues-purchases


42,849


48,503Gross profit


24,818


27,196Operating expensesProfessional fees


10,227


20,665Salaries and related expenses


17,314


14,910Consulting fees to related party


-


75,408Other


15,177


14,159Total operating expenses


42,719


125,142Loss from operations


(17,901
)

(97,946
)Non-operating (expense):Interest expense


(12,765
)

(8,575
)Loss before income taxes


(30,665
)

(106,521
)Provision for income taxes


2,400


2,400Net loss

$
(33,065
)
$
(108,921
)Basic & diluted weighted average number ofcommon stock outstanding *


20,218,780


20,218,780Basic & diluted net loss per share

$
(0.00
)
$
(0.01
)* Weighted average number of shares used to compute basic and diluted loss per share is the same since the effect of dilutive
securities is anti-dilutive.





The accompanying notes are an integral part of these combined financial statements.
5




INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. ANDELECTRONIC MEDIA CENTRAL CORPORATIONCOMBINED STATEMENTS OF CASH FLOWS(UNAUDITED)For the Three Month PeriodsEnded June 30,2004


2003CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
$
(33,065
)
$
(108,921
)Adjustments to reconcile net loss to net cash provided by (used in)operating activities:Decrease (increase) in accounts receivable

11,149


(5,365
)Increase (decrease) in accounts payable and accrued expenses

2,133


(18,478
)Increase (decrease) in notes payable-related company

1,600


18,381Increase in note payable related entity issued for consulting fees

-


45,000Increase in Interest Payable

-


83,058(Decrease) in income taxes payable

-


(1,978
)Net cash provided by (used in) operating activities

(18,183
)

11,697CASH FLOWS FROM FINANCING ACTIVITIES:Increase in due to officer

25,020


(35,245
)Increase in due to affiliate

-


17,700Net cash provided by (used in) financing activities

25,020


(17,545
)NET INCREASE ( DECREASE) IN CASH & CASH EQUIVALENTS

6,837


(5,848
)CASH & CASH EQUIVALENTS, BEGINNING BALANCE

4,333


11,242CASH & CASH EQUIVALENTS, ENDING BALANCE
$
11,170

$
5,394SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION:Interest paid during the year



$
7,924Taxes paid during the year
$
-

$
-


The accompanying notes are an integral part of these combined financial statements.
6


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.
 
 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 June 30, 2004, and the results of operations and cash flows for the related interim periods ended June 30, 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.
  7
  INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
 ELECTRONIC MEDIA CENTRAL CORPORATION
 NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS
   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.
 
 Recent Pronouncements
 
 On May 15, 2003, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 150 (FAS 150), Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. FAS 150 changes the accounting for certain financial instruments that, under previous guidance, could be classified as equity or "mezzanine" equity, by now requiring those instruments to be classified as liabilities (or assets in some circumstances) in the statement of financial position. Further, FAS 150 requires disclosure regarding the terms of those instruments and settlement alternatives. FAS 150 affects an entity's classification of the following freestanding instruments: a) Mandatorily redeemable instruments b) Financial instruments to repurchase an entity's own equity instruments c) Financial instruments embodying obligations that the issuer must or could choose to settle by issuing a variable number of its shares or other equity instruments based solely on (i) a fixed monetary amount known at inception or (ii) something other than changes in its own equity instruments d) FAS 150 does not apply to features embedded in a financial instrument that is not a derivative in its entirety. The guidance in FAS 150 is generally effective for all financial instruments entered into or modified after May 31, 2003, and is otherwise effective at the beginning of the first interim period beginning after June 15, 2003. For private companies, mandatorily redeemable financial instruments are subject to the provisions of FAS 150 for the fiscal period beginning after December 15, 2003. The adoption of SFAS No. 150 does not have a material impact on the Companys financial position or results of operations or cash flows.
 
 In December 2003, the Financial Accounting Standards Board (FASB) issued a revised Interpretation No. 46, "Consolidation of Variable Interest Entities" (FIN 46R). FIN 46R addresses consolidation by business enterprises of variable interest entities and significantly changes the consolidation application of consolidation policies to variable interest entities and, thus improves comparability between enterprises engaged in similar activities when those activities are conducted through variable interest entities. The Company does not hold any variable interest entities.
  8
  INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
 ELECTRONIC MEDIA CENTRAL CORPORATION
 NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS
 
 
 Reclassification
 
 Certain prior year balances have been reclassified to conform to the current years presentation.
 
 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 $1,698,940 at June 30, 2004. The Company has net losses of $33,064 and $108,921 in the three month periods ended June 30, 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
 
 The following is an analysis of activities in the Stockholders' Deficit for the three month periods ended June 30, 2004:
  9
  INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
 ELECTRONIC MEDIA CENTRAL CORPORATION
 NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS
 Internet Infinity and Subsidiary:
 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

-
$                   -
18,718,780
$ 18,719
$735,451
$ (1,428,906)
$ (674,736)Net (loss) for quarter

-
-
-
-
-
(28,220)
(28,220)Balance atJune 30, 2004

-
$                   -
18,718,780
$ 18,719
$735,451
$ (1,457,126)
$ (702,956)
 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
$                  -
$ (77,803)
$ (75,303)Net (loss) for quarter

-
-
-
-
-
(1,758)
(1,758)Balance atJune 30, 2004

-
$                   -
500,000
$ 500
$                   -
$ (77,561)
$ (77,061)
 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
$ 1,000
$ 22,600
$ (161,167)
$ (137,567)Net (loss) for quarter

-
-
-
-
-
(3,087)
(3,087)Balance atJune 30, 2004

-
$                   -
1,000,000
$ 1,000
$ 22,600
$ (164,254)
$ (140,654)


Combined:


AdditionalPreferred Stock
Common Stock
Paid in
AccumulatedShares
Amount
Shares
Amount
Capital
(Deficit)
BalanceBalance atJune 30, 2004

-
$                   -
20,218,718
$ 20,219
$ 758,051
$(1,698,941)
$ (920,671)




10
 
 INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
 ELECTRONIC MEDIA CENTRAL CORPORATION
 NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS


Information regarding EMC is as follows:





For the three month periodsended June 30,2004


2003Net Sales

$
66,566

$
74,575Cost and Expenses


(68,854
)

(88,026
)Loss Before Income Taxes


(2,287
)

(13,451
)Income Taxes


(800
)

(800
)Net Loss

$
(3,087
)
$
(14,251
)As on June 30,2004


2003Current Assets

$
31,542

$
32,316Other Assets


62,771


12,384Total Assets

$
94,312

$
44,700Current Liabilities

$
234,966

$
72,374Long-Term Liabilities


-


124,200Stockholders (Deficit)


(140,654
)

(151,874
)Total Liabilities and Stockholders Equity


$94,312


$44,700




Information regarding M&A is as follows:




For the three month periodsended June 30,2004


2003Net Sales

$
1,027

$
1,456Cost and Expenses


(1,985
)

(20,212
)(Loss) Before Income Taxes


(958
)

(18,756
)  11
  INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
 ELECTRONIC MEDIA CENTRAL CORPORATION
 NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS
 Income Taxes


(800
)

(800
)Net (Loss)

$
(1,758
)
$
(19,556
)As on June 30,2004


2003Current Assets

$
17,410

$
1,327Other Assets


-


500Total Assets

$
17,410

$
1,827Current Liabilities

$
94,471

$
91,309Long-Term Liabilities


-


-Stockholders (Deficit)


(77,061
)

(89,482
)Total Liabilities and Stockholders Equity


$ 17,410


$ 1,827





NOTE 5  NOTES PAYABLE





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 June 30, 2004 and 2003 is $ 670.
$
27,000L&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 demand, with interest of 6 % payable annually.
Interest expense for the three month period ended June 30, 2004 is $ 536

35,755Total notes payable
$
62,755




12




INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
 ELECTRONIC MEDIA CENTRAL CORPORATION
 NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS


NOTE 6  RELATED ENTITIES TRANSACTIONS





The Company has notes payable to related parties on June 30, 2004 as per follows:





Notes Payable to:Anna Moras (Mother of the president of the Company), with interest at 6% per annum, due
upon90 days written notice. Interest expense for the three month periods ended June 30,
2004 and 2003is $ 220.
$
14,652Apple Realty, Inc. (related through common officer), secured by assets of III. Interest
shallaccrueat 6% per annum, due and payable April 1, 2004. This note is in connection
withconsulting fees owed.Interest expense for the three month periods ended
June 30, 2004and 2003 is $ 6,087 and $ 5,734

417,896Total notes payable  related parties
$
432,548








NOTE 7  DUE TO OFFICER





Due to officer on June 30, 2004 was as per follows:





Unsecured note payable to George Morris, with interest at 6% per annum, 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 three month periods ended June 30, 2004 and 2003 is $ 4,592 and $ 1,951
$
307,090Less Current Portion

268,517Long-Term Portion
$
38,573




13




INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
 ELECTRONIC MEDIA CENTRAL CORPORATION
 NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS






Maturities of due to officer are as follows:





For the year ending June 30,


Classification


AmountInterest payable


Current

$
60,4972004


Current


163,0202005


Current


45,0002006


Long-term


27,0002007


Long-term


11,573$
307,090





NOTE 8  CONCENTRATIONS OF CREDIT RISK





For the three months ended June 30, 2004, revenue from one customer represents 100% of the Companys total revenue. Accounts receivable outstanding from this customer as of June 30, 2004 is $ 23,326.





For the three months ended June 30, 2004 and 2003, the Company has one vendor who represents 100% of total purchases. Accounts payable outstanding as of June 30, 2004 for this supplier is $ 27,987.








14


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 June 30, 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  First Quarter of Fiscal 2005 Compared to First Quarter of Fiscal 2004
 
 Sales
 
 Internet Infinity revenues for Q1 2005 were $67,667, an 11% decrease in revenues from Q1 2004 of $75,699.
 
 Cost of Sales
 
 Our cost of sales decreased to $42,849 for Q1 2005 (63.3 % of sales), as compared to $48,503 for Q1 2004 (64.1% of sales). This decrease in the cost of sales of $5,654 is due to fewer sales.
 
 Gross Margin
 
 The companys gross margin decreased to $24,818 for Q1 2005 (36.7 % of sales), from $27,196 for Q1 2004 (35.9% of sales). This increase of percentage of gross margin is attributable to a lower percentage cost of sales.
 
 Operating Expenses
 
 Operating expenses for Q1 2005 decreased to $42,719 (63.1% of sales), from $125,142 (165% of sales), for Q1 2004. This decrease in operating expenses is primarily due to a $75,408 reduction in consulting fees paid to a related party and a $10,438 reduction in professional fees.
 
 Net Income (Loss)
 
 The company had a net loss of $33,065 in Q1 2005 (48.9 % of sales), as compared with a net loss of $108,921 in Q1 2004 (144% of sales). The cause for the change in net loss of $75,856 is discussed in the previous sections.
 
 Balance Sheet Items
 
 Our cash position increased from $5,394 at June 30, 2003 (Q1 2004) by $5,776 to $11,170 at June 30, 2004 (Q1 2005).
 
 15
  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 June 30, 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.   Changes in Securities
 
 None.
 
 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
 
 16
  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 InternetInfinity, Inc.*10.3
Master License and Exclusive Distribution Agreement between Hollywood Riviera Studiosand 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 statementsmade in the Form 8-K filed on July 9, 2003 by Internet Infinity, Inc., concerning Internet Infinityschange of principal independent accountants.***31
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant toSection 302 of the Sarbanes-Oxley Act of 2002.31.1
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adoptedpursuant 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 toSection 906 of the Sarbanes-Oxley Act of 2002.32.1
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adoptedpursuant 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.
 
 17
  +Previously filed with Form 10-KSB; Commission File No. 0-27633 incorporated herein.
 
 
 (b) Forms 8-K
 
 None
 
 **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: August 18, 2004
By:
/s/ George MorrisGeorge MorrisChairman and ChiefExecutive Officer
 
 18
   INTERNET INFINITY, INC.
 
 COMMISSION FILE NO. 0-27633
  INDEX TO EXHIBITS
 
 FORM 10-QSB
 FOR THE QUARTER ENDED JUNE 30, 2004
  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 InternetInfinity, Inc.*10.3
Master License and Exclusive Distribution Agreement between Hollywood Riviera Studiosand 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 statementsmade in the Form 8-K filed on July 9, 2003 by Internet Infinity, Inc., concerning Internet Infinityschange of principal independent accountants.***31
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant toSection 302 of the Sarbanes-Oxley Act of 2002.31.1
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adoptedpursuant 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 toSection 906 of the Sarbanes-Oxley Act of 2002.32.1
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adoptedpursuant 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.





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