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 September 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 November 17, 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]


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**TABLE OF CONTENTS**PagePART I - FINANCIAL INFORMATION
3Item 1. Financial Statements
3Item 2. Managements Discussion and Analysis or Plan of Operation
20Item 3. Controls and Procedures
22PART II - OTHER INFORMATION
22Item 1. Legal Proceedings
22Item 2. Unregistered Sales of Equity Securities
22Item 3. Defaults Upon Senior Securities
22Item 4. Submission of Matters to a Vote of Security Holders
22Item 5. Other Information
23Item 6. Exhibits and Reports on Form 8-K
23SIGNATURES
24


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**PART I - FINANCIAL INFORMATION**





**Item 1. Financial Statements**PageCombined Balance Sheet (Unaudited) at September 30, 2004
4Combined Statements of Operations (Unaudited)for the Three Month Periods EndedSeptember 30, 2004 and 2003and the Six Month Periods EndedSeptember 30, 2004 and 2003
5Combined Statements of Cash Flows (Unaudited) for theSix Month Periods Ended September 30, 2004 and 2003
6Notes to Unaudited Combined Financial Statements
7











3




**INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND****ELECTRONIC MEDIA CENTRAL CORPORATION****COMBINED BALANCE SHEET****SEPTEMBER 30, 2004****(UNAUDITED)****ASSETS****CURRENT ASSETS:**Cash & cash equivalents

$
3,375Accounts receivable, net of allowance of doubtful accountsof $4,070


27,530**INTANGIBLE ASSETS:**Website technology costs, net


66,500$
97,405******LIABILITIES AND STOCKHOLDERS' DEFICIT****CURRENT LIABILITIES:**Accounts payable & accrued expenses

$
151,403Note payable


27,000Note payable - related parties


14,652Due to officer


50,903Total current liabilities


243,958**LONG TERM LIABILITIES:**Note payable


35,755Note payable - related parties


409,496Due to officer


353,995Total long term liabilities


799,246Total liabilities


1,043,204**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


20,719Additional paid in capital


758,051Accumulated deficit


(1,724,569
)Total stockholders' deficit


(945,799
)$
97,405The accompanying notes are an integral part of these combined financial statements.






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**INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND****ELECTRONIC MEDIA CENTRAL CORPORATION****COMBINED STATEMENTS OF OPERATIONS****(UNAUDITED)******


**For the Three Month Periods**


**For the Six Month Periods****Ended September 30,**


**Ended September 30,****2004**


**2003**


**2004**


**2003**Revenues

$
52,586

$
90,023

$
120,253

$
165,722Cost of sales - purchases


22,771


57,484


65,620


105,987Gross Profit


29,815


32,539


54,633


59,735**Operating expenses**Professional fees


10,948


12,387


21,175


33,052Salaries and related expenses


17,417


15,528


34,731


30,438Consulting fees to related party


-


48,570


-


123,978Other


13,794


15,502


28,970


29,661Total operating expenses


42,159


91,987


84,876


217,129**Loss from Operations**


(12,344
)

(59,448
)

(30,243
)

(157,394
)Non-operating income (expense):Interest expense


(13,285
)

(11,823
)

(26,050
)

(20,398
)Total other income (expense)


(13,285
)

(11,823
)

(26,050
)

(20,398
)**Loss before income taxes**


(25,629
)

(71,271
)

(56,293
)

(177,792
)Provision for income taxes


-


-


2,400


2,400**Net loss**

$
(25,629
)
$
(71,271
)
$
(58,693
)
$
(180,192
)**Basic & diluted weighted average number of****common stock outstanding**


21,610,084


20,218,780


20,350,107


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

$
(0.001
)
$
(0.006
)
$
(0.003
)
$
(0.015
)* Weighted average number of shares used to compute basic and diluted loss per share is the same since the effect of dilutivesecurities is anti-dilutive.The accompanying notes are an integral part of these combined financial statements.







5








**INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND****ELECTRONIC MEDIA CENTRAL CORPORATION****COMBINED STATEMENTS OF CASH FLOWS****(UNAUDITED)****For the Six Month Periods****Ended September 30,****2004**


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

$
(58,693
)
$
(180,192
)Adjustments to reconcile net loss to net cash used inoperating activities:Decrease (increase) in accounts receivable


6,945


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


762


66,136Increase (decrease) in accounts payable-related company


-


697Increase in note payable related entity issued for consulting fees


-


105,000Net cash used in operating activities


(50,986
)

(32,891
)**CASH FLOWS FROM FINANCING ACTIVITIES:**Increase in due to officer


56,828


31,571Payment on notes payable - related parties


(6,800
)

-Net used provided by financing activities


50,028


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


(958
)

(1,320
)**CASH & CASH EQUIVALENTS, BEGINNING BALANCE**


4,333


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

$
3,375

$
9,922**SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION:**Interest paid during the year

$
15,000

$
15,000Taxes paid during the year

$
-

$
4,378**NON-CASH INVESTING AND FINANCING ACTIVITIES:**Increase in note payable - related entity issued for consulting fees

$
-

$
105,000Common stock issued for conversion of notes and loans payable

$
500

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




6   **INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND****ELECTRONIC MEDIA CENTRAL CORPORATION****COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)****FOR THE YEARS ENDED SEPTEMBER 30, 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


-


-


-


-


(45,548
)

(45,548
)**Balance as of September 30, 2004**


18,718,780

$
18,719

$
735,451

$
-

$
(1,474,454
)
$
(720,284
)The accompanying notes are an integral part of these combined financial statements.


7   **INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND****ELECTRONIC MEDIA CENTRAL CORPORATION****COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)****FOR THE YEARS ENDED SEPTEMBER 30, 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


-


-


-


-


(9,883
)

(9,883
)**Balance as of September 30, 2004**


1,000,000

$
1,000

$
-

$
-

$
(85,686
)
$
(84,686
)The accompanying notes are an integral part of these combined financial statements.
   8
 **INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND****ELECTRONIC MEDIA CENTRAL CORPORATION****COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)****FOR THE YEARS ENDED SEPTEMBER 30, 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
)

9,500









-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


$
-

$
(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















(3,262
)

(3,262
)**Balance as of September 30, 2004**


1,000,000

$
1,000

$
22,600


$
-

$
(164,429
)
$
(140,829
)**Consolidated Balance as of September 30, 2004**


**20,718,780**

**$**
**20,719**

**$**
**758,051**


**$**
**-**

**$**
**(1,724,569**
**)**
**$**
**(945,799**
**)**The accompanying notes are an integral part of these combined financial statements.
    9


|**INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND**
**ELECTRONIC MEDIA CENTRAL CORPORATION**
**NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS**
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NO**TE 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 2BASIS 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 September 30, 2004, and the results of operations and cash flows for the related interim periods ended September 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.


10   **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.





11





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


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.





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.





In April of 2004, the EITF reached consensus on the guidance provided in EITF Issue No. 03-6, "Participating Securities and the Two-Class Method under SFAS No. 128 Earnings Per Share" ("EITF 03-6"). EITF 03-6 clarifies whether a security should be considered a "participating security" for purposes of computing earnings per share ("EPS") and how earnings should be allocated to a "participating security" when using the two-class method for computing basic EPS. The adoption of EITF 03-6 does not have a significant impact on the Company's financial position or results of operations.





In May of 2004, the FASB revised FASB Staff Position ("FSP") No. 106-1, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003" and issued FSP No. 106-2, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003" ("FSP No. 106-2"). FSP 106-2 provides accounting guidance to the employers who sponsor post retirement health care plans that provide prescription drug benefits; and the prescription drug benefit provided by the employer is "actuarially equivalent" to Medicare Part D and hence qualifies for the subsidy under the Medicare amendment act. The adoption of FSP 106-2 does not have a significant impact on the Company's financial position or results of operations.





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


SEC Staff Accounting Bulletin (SAB) No. 105, "APPLICATION OF ACCOUNTING PRINCIPLES TO LOAN COMMITMENTS," summarizes the views of the staff of the SEC regarding the application of generally accepted accounting principles to loan commitments accounted for as derivative instruments. SAB No.105 provides that the fair value of recorded loan commitments that are accounted for as derivatives under SFAS No. 133, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES," should not incorporate the expected future cash flows related to the associated servicing of the future loan. In addition, SAB No. 105 requires registrants to disclose their accounting policy for loan commitments. The provisions of SAB No. 105 must be applied to loan commitments accounted for as derivatives that are entered into after March 31, 2004. The adoption of this accounting standard does not have a material impact on the Company's financial statements.





*Reclassification*





Certain prior year balances have been reclassified to conform to the current years presentation.





NOTE 3UNCERTAINTY 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 $1,724,569 at September 30, 2004. The Company has net losses of $58,693 and $180,192 in the six month periods ended September 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.


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


NOTE 4STOCKHOLDERS 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 six month periods ended September 30, 2004:


**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


-


-


-


-


-


(45,548
)

(45,548
)Balance atSeptember 30, 2004


-

$
-


18,718,780

$
18,719

$
735,451

$
(1,474,454
)
$
(720,284
)
   **Morris & Associates, Inc.**Preferred Stock


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


$.001 par value, 20,000,00shares 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


-


-


-


-


-


(9,883
)

(9,883
)Balance atSeptember 30, 2004


-

$
-


1,000,000

$
1,000

$
-

$
(85,686
)
$
(84,686
)


**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


-


-


-


-


-


(3,262
)

(3,262
)Balance atSeptember 30, 2004


-

$
-


1,000,000

$
1,000

$
22,600

$
(164,429
)
$
(140,829
)
   14   **INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND**
**ELECTRONIC MEDIA CENTRAL CORPORATION**
**NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS**   **Combined:**AdditionalPreferred Stock

Common Stock

Paid in

AccumulatedShares

Amount

Shares

Amount

Capital

(Deficit)

BalanceBalance atSeptember 30, 2004


-

$
-


20,718,718

$
20,719

$
758,051

$
(1,724,569
)
$
(945,799
)


Information regarding EMC is as follows:





For the six month periodsended September 30,2004


2003Net Sales

$
108,228

$
162,344Cost and Expenses


(110,690
)

(186,746
)Loss Before Income Taxes


(2,462
)

(24,402
)Income Taxes


(800
)

(800
)Net Loss

$
(3,262
)
$
(25,202
)As of September 30,2004


2003Current Assets

$
27,935

$
56,101Other Assets


73,165


23,601Total Assets

$
101,100

$
79,702Current Liabilities

$
78,817

$
103,327Long-Term Liabilities


163,112


139,200Stockholders (Deficit)


(140,829
)

(162,825
)Total Liabilities and Stockholders Equity

$
101,100

$
79,702




15


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





Information regarding M&A is as follows:





For the six month periodsended September 30,2004


2003Net Sales

$
1,870

$
2,521Cost and Expenses


(10,953
)

(23,534
)(Loss) Before Income Taxes


(9,083
)

(21,013
)Income Taxes


(800
)

(800
)Net (Loss)

$
(9,883
)
$
(21,813
)As on September 30,2004


2003Current Assets

$
15,319

$
2,467Other Assets


-


1,070Total Assets

$
15,319

$
3,537Current Liabilities

$
17,342

$
2,535Long-Term Liabilities


82,663


91,941Stockholders (Deficit)


(84,686
)

(90,939
)Total Liabilities and Stockholders Equity

$
15,319

$
3,537





NOTE 5NOTES 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 six month periods ended September 30, 2004 and 2003 is $ 1,260.

$
27,000


|
|
|
|

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




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 six month periods ended September 30, 2004 and 2003 are $ 1,130 and $ 1,073 respectively.


35,755Total notes payable

$
62,755





NOTE 6RELATED ENTITIES TRANSACTIONS





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





Notes Payable to:**Current:**
Anna Moras (Mother of the president of the Company), with interest at 6% per annum, due upon90 days written notice. Interest expense for the six month periods ended September 30, 2004 and2003 are $ 751 and 708 respectively.

$ 14,652**Long Term:**
Apple Realty, Inc. (related through common officer), secured by assets of III. Interest shall accrueat 6% per annum, due and payable October 1, 2005. This note is in connection with consulting feesowed.
Interest expense for the six month periods ended September 30, 2004 and 2003 are $ 13,995 and$ 10,708 respectively.

409,496Total notes payable - related parties

$ 424,148





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 month for providing consulting services which will be offset against the notes owed by the Company. The Company charged $10,000 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.


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


NOTE 7DUE TO OFFICER





Due to officer on September 30, 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 six month periods ended September 30, 2004 and 2003 is $ 5,153 and $ 7,126


$ 404,898Less Current Portion


50,903Long-Term Portion


$ 353,995





Maturities of due to officer are as follows:





For the year ending September 30,
Classification

AmountInterest payable
Current

$ 50,9032006
Long-term

353,995$ 404,898




NOTE 8CONCENTRATIONS OF CREDIT RISK





For the six months ended September 30, 2004, revenue from one customer represents 100% of the Companys total revenue. Accounts receivable outstanding from this customer as of September 30, 2004 is $ 28,699.





For the six months ended September 30, 2004 and 2003, the Company has one vendor who represents 100% of total purchases. Accounts payable outstanding as of September 30, 2004 for this supplier is $ 28,525.


18  **INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND**
**ELECTRONIC MEDIA CENTRAL CORPORATION**
**NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS**  **NOTE 9 ACQUISITION OF INTANGIBLE ASSET**





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.





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 six month period ended September 30, 2004. Amortization will begin from the date when the Website becomes operational.



















19    **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 September 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 - Second Quarter of Fiscal 2005 Compared to Second Quarter of Fiscal 2004**
 
 **Sales**
 
 Internet Infinity revenues for Q2 2005 were $52,586, a 42% decrease in revenues from Q2 2004 of $90,023. This reduction in sales is attributable to reduced sales to some of our regular customers.
 
 **Cost of Sales - Gross Margin**
 
 Our cost of sales decreased to $22,771 for Q2 2005 (43.3 % of sales), as compared to $57,484 for Q2 2004 (63.9% of sales). This decrease in the cost of sales was attributable to lower sales to our regular customers. This reduction in the cost of sales percentage from 63.9% to 43.3% is attributable to higher negotiated prices on sales. Gross margin improved from 36.1% to 56.7% due to the lower cost of sales.
 
 **Operating Expenses**
 
 Operating expenses for Q2 2005 decreased to $42,159 (80.2% of sales), from $91,987 (102% of sales), for Q2 2004. This decrease in operating expenses is primarily due to a $48,570 reduction in consulting fees paid to a related party and a $1,439 reduction in professional fees.
 
 **Net Income (Loss)**
 
 The company had a net loss of $25,629 in Q2 2005 (49% of sales), as compared with a net loss of $72,271 in Q2 2004 (79% of sales). The cause for the reduction in net loss of $45,642 is discussed in the previous sections.
 
 **Balance Sheet Items**
 
 Our cash position decreased from $9,922 at September 30, 2003 (Q2 2004) by $6,547 to $3,375 at September 30, 2004 (Q2 2005).
 20
 
 **Results of Operations - First Half of Fiscal Year 2005 Compared to First Half of Fiscal Year 2004**
 
 **Sales**
 
 Internet Infinity revenues for the first half of FY 2005 were $120,253, a $45,469 or 27.4% decrease in revenues from $165,722 in the first half of FY 2004. The decrease in sales was attributable to a slowing in purchases by our regular customers.
 
 **Cost of Sales - Gross Margin**
 
 Our cost of sales decreased to $65,620 for the first half of FY 2005, or 54.6% of sales, as compared with $105,987 for the first half of FY 2004, or 64% of sales. This 94 percentage decrease in the cost of sales is due to the normal bidding process creating variance in gross profit.
 
 
 **Operating Expenses**
 
 Operating expenses for the first half of FY 2005 decreased to $84,876 or 70.6% of sales, from $217,129, or 131% of sales, for the first half of FY 2004. This 60.4 percentage decrease in operating expenses is primarily due to a decrease of $123,978 in consulting fees paid to a related party.
 
 **Net Income (Loss)**
 
 We had a net loss of $58,693 in the first half of FY 2005, or 48.8% of sales, as compared with a net loss of $180,192 in the first half of FY 2004, or 109% of sales. The cause of the decrease in the net loss of $121,499 is attributed to a reduction of $123,978 in consulting fees paid to a related party.
 
 **Financial Conditions**
 
 At September 30, 2004 we had a working capital deficit of $213,053 consisting of current assets totaling $30,905 and current liabilities totaling $243,958. The September 30, 2004 working capital deficit decreased by $468,921 as compared to the September 30, 2003 working capital deficit balance of $681,974. The decrease in the working capital deficit was primarily due to a $463,051 decrease in notes payable to a related party. During the six months ended September 30, 2004, we used cash of only $958 as compared to $1,320 in cash used during the six months ended September 30, 2003. We used $50,986 of cash in operating activities, which was primarily due to a net loss for the six months ended September 30, 2004 of $58,693, offset by a decrease of $6,945 in accounts receivable and an increase of $762 in accounts payable.
 21
  **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 September 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.**

**Unregistered Sales of Equity Securities** 
 None.
 22
  **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-K filed on July 9, 2003 by Internet Infinity, Inc., concerning Internet Infinitys change of principal
independent accountants.***
 
 23
 
 
 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** 
 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: November 18, 2004
By:
/s/ George MorrisGeorge MorrisChairman and Chief Executive Officer
 24
    **INTERNET INFINITY, INC.**
 
 COMMISSION FILE NO. 0-27633
 
 
 **INDEX TO EXHIBITS**
 
 **FORM 10-QSB**
 **FOR THE QUARTER ENDED SEPTEMBER 30, 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; Commission File No. 0-27633 incorporated herein.

2