U.S.
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





AMENDMENT
NO. 1 TO FORM 10-Q


[X]  QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934


For the
quarterly period ended June 30, 2009





OR





[  ]  TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934


For the
transition period from _________ to __________





Commission
File No. 0-27633





INTERNET
INFINITY, INC.


(Exact
name of registrant as specified in its charter)





State of
Incorporation:  Nevada


IRS
Employer I.D. Number:  95-4679342





413
Avenue G, # 1


Redondo
Beach, California 90277


Telephone
310-493-2244


(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  [  ]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.


Large accelerated filer
[  ]                                                                         Accelerated
filer [  ]


Non-accelerated filer
[  ]                                                                           Smaller
reporting company [X]





As of August 18, 2009, there were
28,718,780 shares of the Registrant’s Common Stock, par value $0.001 per share,
outstanding.





Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).  Yes [X]  No [  ]





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 of Financial Condition andResults
      of Operations
                                          15Item
      4.
                                          Controls
      and Procedures
                                          16PART
      II - OTHER INFORMATION
                                          16Item
      1.
                                          Legal
      Proceedings
                                          16Item
      6.
                                          Exhibits
                                          17SIGNATURES
                                          18








2




PART
I – FINANCIAL INFORMATION




Item
1.            Financial
Statements




PageBalance
      Sheet (Unaudited) at June 30, 2009
                        4Statements
      of Operations (Unaudited)for
      the Three Month Periods EndedJune
      30, 2009 and 2008
                        5Statements
      of Cash Flows (Unaudited) for theThree
      Month Periods Ended June 30, 2009 and 2008
                        6Notes
      to Unaudited Financial Statements
                        7






3




INTERNET
      INFINITY, INC.BALANCE
      SHEETS(UNAUDITED)
  ASSETSJune
      30, 2009
                                                          
                                                          
                                                          March
      31, 2009CURRENT
      ASSETSCash
      & cash equivalents
                                                          
                                                          $
                                                          -
                                                          
                                                          
                                                          $
                                                          -Total
      assets
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT
      LIABILITIESAccounts
      payable & accrued expenses
                                                          
                                                          
                                                          247,354
                                                          
                                                          
                                                          
                                                          231,363Note
      payable
                                                          
                                                          
                                                          27,000
                                                          
                                                          
                                                          
                                                          27,000Note
      payable - related parties
                                                          
                                                          
                                                          408,822
                                                          
                                                          
                                                          
                                                          407,622Due
      to officer
                                                          
                                                          
                                                          261,908
                                                          
                                                          
                                                          
                                                          258,038Due
      to related party
                                                          
                                                          
                                                          8,109
                                                          
                                                          
                                                          
                                                          7,209Total
      current liabilities
                                                          
                                                          
                                                          953,193
                                                          
                                                          
                                                          
                                                          931,232STOCKHOLDERS'
      DEFICITPreferred
      stock, $.001 par value; 30,000,000 sharesauthorized,
      none outstanding
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -Common
      stock, $.001 par value; 100,000,000 shares authorized28,718,780
      issued and outstanding
                                                          
                                                          
                                                          28,719
                                                          
                                                          
                                                          
                                                          28,719Additional
      paid in capital
                                                          
                                                          
                                                          1,075,042
                                                          
                                                          
                                                          
                                                          1,075,042Accumulated
      deficit
                                                          
                                                          
                                                          (2,056,954
                                                          )
                                                          
                                                          
                                                          (2,034,993
                                                          )Total
      stockholders' deficit
                                                          
                                                          
                                                          (953,193
                                                          )
                                                          
                                                          
                                                          (931,232
                                                          )Total
      liabilities and stockholders' deficit
                                                          
                                                          $
                                                          -
                                                          
                                                          
                                                          $
                                                          -
  The
      accompanying notes are an integral part of these unaudited financial
      statements.




4


INTERNET
      INFINITY, INC.STATEMENTS
      OF OPERATIONSFOR
      THE THREE MONTH PERIODS ENDED June 30, 2009 and 2008(Unaudited)
   For
      the Three Month PeriodsEnded
      June 302009
                                    
                                    
                                    2008Net
      revenues
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -Cost
      of revenues
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Gross
      profit
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Operating
      expensesProfessional
      fees
                                    
                                    
                                    6,074
                                    
                                    
                                    
                                    3,893Salaries
      and related expenses
                                    
                                    
                                    -
                                    
                                    
                                    
                                    180Consulting
      fees to related party
                                    
                                    
                                    900
                                    
                                    
                                    
                                    7,299Others
                                    
                                    
                                    1,200
                                    
                                    
                                    
                                    1,672Total
      operating expenses
                                    
                                    
                                    8,174
                                    
                                    
                                    
                                    13,044Loss
      from operations
                                    
                                    
                                    (8,174
                                    )
                                    
                                    
                                    (13,044
                                    )Other
      income (expense):Interest
      expense
                                    
                                    
                                    (12,988
                                    )
                                    
                                    
                                    (10,356
                                    )Loss
      before income taxes
                                    
                                    
                                    (21,162
                                    )
                                    
                                    
                                    (23,400
                                    )Provision
      for income taxes
                                    
                                    
                                    (800
                                    )
                                    
                                    
                                    (800
                                    )Net
      loss
                                    
                                    $
                                    (21,962
                                    )
                                    
                                    $
                                    (24,200
                                    )Basic
      & diluted weighted average number ofcommon
      stock outstanding
                                    
                                    
                                    28,718,780
                                    
                                    
                                    
                                    28,718,780Basic
      & diluted net loss per share
                                    
                                    $
                                    (0.00
                                    )
                                    
                                    $
                                    (0.00
                                    )
  Weighted
      average number of shares used to compute basic and diluted loss per share
      is the same as the effect of dilutive securities is
      anti-dilutive.The
      accompanying notes are an integral part of these unaudited financial
      statements.




5




INTERNET
      INFINITY, INC.STATEMENTS
      OF CASH FLOWSFOR
      THE THREE MONTH PERIODS ENDED JUNE 30, 2009 AND 2008(Unaudited)
  2009
                                          
                                          
                                          2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                          
                                          $
                                          (21,962
                                          )
                                          
                                          $
                                          (24,200
                                          )Adjustments
      to reconcile net loss to net cash provided by (used in)operating
      activities:Capital
      contribution via services provided
                                          
                                          
                                          -
                                          
                                          
                                          
                                          5,499Increase
      in accounts payable and accrued expenses
                                          
                                          
                                          15,990
                                          
                                          
                                          
                                          25,302Increase
      in due to related company
                                          
                                          
                                          -
                                          
                                          
                                          
                                          1,094Net
      cash provided by (used in) operating activities
                                          
                                          
                                          (5,972
                                          )
                                          
                                          
                                          7,695CASH
      FLOWS FROM FINANCING ACTIVITIES:Increase/(decrease)
      in due to related company
                                          
                                          
                                          900
                                          
                                          
                                          
                                          (8,874
                                          )Proceeds
      from due to officer
                                          
                                          
                                          3,870
                                          
                                          
                                          
                                          -Proceeds
      from notes payable - related party
                                          
                                          
                                          1,201
                                          
                                          
                                          
                                          1,200Net
      cash provided by (used in) financing activities
                                          
                                          
                                          5,972
                                          
                                          
                                          
                                          (7,674
                                          )NET
      DECREASE IN CASH & CASH EQUIVALENTS
                                          
                                          
                                          -
                                          
                                          
                                          
                                          22CASH
      & CASH EQUIVALENTS, BEGINNING BALANCE
                                          
                                          
                                          -
                                          
                                          
                                          
                                          990CASH
      & CASH EQUIVALENTS, ENDING BALANCE
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          1,012SUPPLEMENTARY
      DISCLOSURES OF CASH FLOW INFORMATION:Interest
      paid
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -Taxes
      paid
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -The
      accompanying notes are an integral part of these unaudited financial
      statements.






6


INTERNET
INFINITY, INC.
 NOTES
TO UNAUDITED FINANCIAL STATEMENTS
  NOTE
      1
                ORGANIZATION
 
 Internet
Infinity, Inc. (III or “the Company”) was incorporated in the State of Delaware
on October 27, 1995. III is in the business of distribution of electronic
media replication services and the creation of replication masters. The Company
was re-incorporated in Nevada on December 17, 2004.
 
 NOTE
      2
                BASIS
      OF PRESENTATION AND BUSINESS
 
 Unaudited
Interim Financial Information
  The
accompanying unaudited consolidated financial statements have been prepared by
the Company, pursuant to the rules and regulations of the Securities and
Exchange Commission (the “SEC”) as applicable to smaller reporting companies,
and generally accepted accounting principles for interim financial reporting.
The information furnished herein reflects all adjustments (consisting of normal
recurring accruals and adjustments) which are, in the opinion of management,
necessary to fairly present the operating results for the respective periods.
Certain information and footnote disclosures normally presented in annual
consolidated financial statements prepared in accordance with accounting
principles generally accepted in the United States of America (“U.S. GAAP”) have
been omitted pursuant to such rules and regulations. These unaudited condensed
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and footnotes included in the Company’s Annual
Report on Form 10. The results of the three month period ended June 30, 2009 are
not necessarily indicative of the results to be expected for the full year
ending March 31, 2010.
 
 Use
of estimates
  The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
  Reclassifications
  Certain
comparative amounts have been reclassified to conform to the current year's
presentation.
  
 7
 
 INTERNET
INFINITY, INC.
 NOTES
TO UNAUDITED FINANCIAL STATEMENTS
 Recent
Pronouncements
  In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements”, which is an amendment of Accounting Research
Bulletin (“ARB”) No. 51.  This statement clarifies that a
noncontrolling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements.  This statement changes the way the consolidated
income statement is presented, thus requiring consolidated net income to be
reported at amounts that include the amounts attributable to both parent and the
noncontrolling interest.  This statement is effective for the fiscal
years, and interim periods within those fiscal years, beginning on or after
December 15, 2008.  Based on current conditions, the Company does not
expect the adoption of SFAS 160 to have a significant impact on its results of
operations or financial position.
 
 In March
2008, the FASB issued FASB Statement No. 161, Disclosures about Derivative
Instruments and Hedging Activities. The new standard is intended to improve
financial reporting about derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity’s financial position, financial performance, and cash
flows. It is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. The new standard also improves transparency about the location and
amounts of derivative instruments in an entity’s financial statements; how
derivative instruments and related hedged items are accounted for under
Statement 133; and how derivative instruments and related hedged items affect
its financial position, financial performance, and cash flows. Management does
not believe the effect of this pronouncement on financial statements will have a
material effect.
  In May of
2008, FASB issued SFASB No.162, “The Hierarchy of Generally Accepted Accounting
Principles”. The pronouncement mandates the GAAP hierarchy reside in the
accounting literature as opposed to the audit literature. This has the practical
impact of elevating FASB Statements of Financial Accounting Concepts in the GAAP
hierarchy. This pronouncement will become effective 60 days following SEC
approval. The Company does not believe this pronouncement will impact its
financial statements.
 
 In May
2008, FASB issued SFASB No. 163, Accounting for Financial Guarantee Insurance
Contracts-an interpretation of FASB Statement No. 60.  The scope of
the statement is limited to financial guarantee insurance (and reinsurance)
contracts.  The pronouncement is effective for fiscal years beginning
after December 31, 2008.  The company does not believe this
pronouncement will impact its financial statements.
  In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”. This
Statement replaces SFAS No. 141, Business Combinations. This Statement retains
the fundamental requirements in Statement 141 that the acquisition method of
accounting (which Statement 141 called the purchase method) be used for all
business combinations and for an acquirer to be identified for each business
combination. This Statement also establishes principles and requirements for how
the acquirer: a) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any non-controlling
interest in the acquiree; b) recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase and c) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. SFAS No.
141(R) will apply prospectively to business combinations for which the
acquisition date is on or after Company’s fiscal year beginning January 1, 2009.
While the Company has not yet evaluated this statement for the impact, if any,
that SFAS No. 141(R) will have on its consolidated financial statements, the
Company will be required to expense costs related to any acquisitions after
January 1, 2009.
 
 8
 
 INTERNET
INFINITY, INC.
 NOTES
TO UNAUDITED FINANCIAL STATEMENTS
 On
December 30, 2008 FASB issued FIN 48-3, “Effective Date of FASB Interpretation
No. 48 for Certain Nonpublic Enterprises”. This FSP defers the effective date of
FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, for
certain non-public enterprises as defined in paragraph 289, as amended, of FASB
Statement No. 109, Accounting for Income Taxes, including non-public
not-for-profit organizations. However, non-public consolidated entities of
public enterprises that apply U. S. GAAP are not eligible for the deferral.
Nonpublic enterprises that have applied the recognition, measurement, and
disclosure provisions of Interpretation 48 in a full set of annual financial
statements issued prior to the issuance of this FSP also are not eligible for
the deferral. This FSP shall be effective upon issuance. The Company does not
believe this pronouncement will impact its financial statements.
 
 On January 12, 2009 FASB issued FSP
EITF 99-20-01, “Amendment to the Impairment Guidance of EITF Issue No. 99-20”.
This FSP amends the impairment guidance in EITF Issue No. 99-20, “Recognition of
Interest Income and Impairment on Purchased Beneficial Interests and Beneficial
Interests That Continue to be Held by a Transferor in Securitized Financial
Assets,” to achieve more consistent determination of whether an
other-than-temporary impairment has occurred.
  The FSP
also retains and emphasizes the objective of an other-than-temporary impairment
assessment and the related disclosure requirements in FASB Statement No. 115,
Accounting for Certain Investments in Debt and Equity Securities, and other
related guidance. The FSP is shall be effective for interim and annual reporting
periods ending after December 15, 2008, and shall be applied prospectively.
Retrospective application to a prior interim or  annual reporting
period is not permitted. The Company does not believe this pronouncement will
impact its financial statements.
  9
 
 INTERNET
INFINITY, INC.
 NOTES
TO UNAUDITED FINANCIAL STATEMENTS
 
 NOTE
      3
                UNCERTAINTY
      OF ABILITY TO CONTINUE AS A GOING
CONCERN
  The
Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has accumulated deficit of $2,056,954 at June 30,
2009, and its total liabilities exceeds its total assets by
$953,193.
  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 the new
business development company activities and additional funding from strategic
partners, which would enhance stockholders’ investment. Management believes that
the above actions will allow the Company to continue operations through the next
fiscal year.
  NOTE
      4
                ACCOUNT
      PAYABLE & ACCRUED EXPENSES
 
 Accrued
expenses consist of the following at
  June 30,
                        2009
                      
                      
                      March 31,
                        2009Accrued
      taxes
                      
                      $
                      5,600
                      
                      
                      $
                      4,800Accrued
      interest
                      
                      
                      184,165
                      
                      
                      
                      175,047Accrued
      accounting
                      
                      
                      29,680
                      
                      
                      
                      26,000Accounts
      payable
                      
                      
                      27,909
                      
                      
                      
                      25,516$
                      247,354
                      
                      
                      $
                      231,363
   10
 
 INTERNET
INFINITY, INC.
 NOTES
TO UNAUDITED FINANCIAL STATEMENTS
 NOTE
      5
                NOTES
      PAYABLE
 
 June 30,
                      2009
                    
                    
                    March 31,
                      2009Five
      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, 2009 and 2008 was $660 and $660.
                    
                    $
                    27,000
                    
                    
                    $
                    27,000
 
 NOTE
      6
                RELATED
      ENTITIES TRANSACTIONS
 
 George
Morris is chief financial officer, vice president, the chairman of the Board of
directors of the Company and the controlling shareholder of the Company and its
related parties through his beneficial ownership of the
following percentages of the outstanding voting shares of the related
parties:
  Internet
      Infinity, Inc. (The Company)
                      
                      85.10%Morris
      & Associates, Inc.
                      
                      71.30%Morris
      Business Development Company
                      
                      82.87%Apple
      Realty, Inc.
                      
                      100.00%L&M
      Media, Inc.
                      
                      100.00%
 
 The
Company has notes payable to related parties on June 30, 2009 and
March 31, 2009 as follows:
  June 30,
                              2009
                            
                            
                            March 31,
                              2009Anna Moras (mother of George Morris), with
      interest at 6% per annum, due upon 90 days written notice. Interest
      expenses for the quarters ended June 30, 2009 and March 31, 2009 on
      this note are $502 and $495, respectively.
                            
                            $
                            14,652
                            
                            
                            $
                            14,652Apple Realty, Inc. (related through a
      common controlling shareholder), secured by assets of the Company, past
      due and payable upon demand. Interest accrues at 6% per annum. This note
      is in connection with consulting fees and office expenses owed. Interest
      expenses on this note for the quarters ended June 30, 2009 and March
      31, 2009 are $7,182 and $5,462, respectively.
                            
                            
                            358,415
                            
                            
                            
                            357,215L&M Media, Inc. (related through a
      common controlling shareholder) – Accounts payable for purchases,
      converted into a note during the three month period ended
      September 30, 2004. The note is due on demand, unsecured and interest
      accrues at 6% per annum. Interest expenses on this note for the quarters
      ended June 30, 2009 and March 31, 2009 are $754 and $743,
      respectively.
                            
                            
                            35,755
                            
                            
                            
                            35,755Total
      notes payable – related parties
                            
                            $
                            408,822
                            
                            
                            $
                            407,622
 
 11
 
 INTERNET
INFINITY, INC.
 NOTES
TO UNAUDITED FINANCIAL STATEMENTS
 The
Company utilizes office space, telephone and utilities provided by Apple Realty,
Inc. at estimated fair market values, as follows:
 
 Monthly
                      
                      
                      AnnuallyRent
                      
                      $
                      100
                      
                      
                      $
                      1,200Telephone
                      
                      
                      100
                      
                      
                      
                      1,200Utilities
                      
                      
                      100
                      
                      
                      
                      1,200Office
      Expense
                      
                      
                      100
                      
                      
                      
                      1,200$
                      400
                      
                      
                      $
                      4,800
 
 The
Company has a month-to-month agreement with Apple Realty, Inc. for a total
monthly fee of $400 for the above expenses.
  The
Company has a payable to officer of $261,908 and $258,038 as of June 30,
2009 and March 31, 2009, respectively, as follows:
 
 June 30,
                      2009
                    
                    
                    March 31,
                      2009Unsecured
      miscellaneous payables upon demand to the chairman with
                      interest
      at 6% per annum.
                    
                    $
                    261,908
                    
                    
                    $
                    258,038
 
 Interest
accrued for the three month periods ended June 30, 2009 and March 31, 2009,
on the above note in the amounts of $3,893 and $3,831, respectively. Total
interest payable for the quarters ended June 30, 2009 and March 31, 2009 on
this note are $44,661 and $40,768 respectively have been included in the
financial statements.
  12
 
 INTERNET
INFINITY, INC.
 NOTES
TO UNAUDITED FINANCIAL STATEMENTS
 The
Company has a payable to Morris Business Development Company and Morris &
Associates, Inc., parties related through a common controlling shareholder,
amounting to $8,109 as of June 30, 2009 and $7,209 as of March 31,
2009. The amount is interest free, unsecured and due on demand.
  NOTE
      7
                INCOME
      TAXES
 
 No
provision was made for federal income tax for the three months period ended
June  30, 2009 and year ended  March 31, 2009, since the
Company had significant net operating loss. The net operating loss carryforwards
may be used to reduce taxable income through the year 2027. The availability of
the Company’s net operating loss carryforwards are subject to limitation if
there is a 50% or more positive change in the ownership of the Company’s stock.
The provision for income taxes consists of the state minimum tax imposed on
corporations.
 
 The net
operating loss carryforward for federal and state income tax purposes of
approximately $1,384,547 and $1,362,585 as of June 30, 2009 and March 31, 2009
respectively.
 
 The
Company has recorded a 100% valuation allowance for the deferred tax asset due
to the uncertainty of its realization.
 
 The
components of the net deferred tax asset are summarized below:
 
 June
      2009
                        
                        
                        March
      2009Deferred
      tax asset – net operating loss
                        
                        $
                        553,791
                        
                        
                        $
                        545,007Less
      valuation allowance
                        
                        
                        (553,791
                        )
                        
                        
                        (545,007
                        )Net
      deferred tax asset
                        
                        $
                        -
                        
                        
                        $
                        -
  The
following is a reconciliation of the provision for income taxes at the U.S.
federal income tax rate to the income taxes reflected in the Statement of
Operations:
 
 June 30,
      2009
                        
                        
                        March
      31, 2009Tax
      expense (credit) at statutory rate-federal
                        
                        
                        -34
                        %
                        
                        
                        -34
                        %State
      tax expense net of federal tax
                        
                        
                        -6
                        %
                        
                        
                        -6
                        %Changes
      in valuation allowance
                        
                        
                        40
                        %
                        
                        
                        40
                        %Tax
      expense at actual rate
                        
                        
                        -
                        
                        
                        
                        -
 
 13
 
 INTERNET
INFINITY, INC.
 NOTES
TO UNAUDITED FINANCIAL STATEMENTS
 Income
tax expense consisted of the following:
 
 June
      2009
                              
                              
                              March
      2009Current
      tax expense:Federal
                              
                              $
                              -
                              
                              
                              $
                              -State
                              
                              
                              800
                              
                              
                              
                              800Total
      current
                              
                              $
                              800
                              
                              
                              $
                              800Deferred
      tax credit:Federal
                              
                              $
                              7,467
                              
                              
                              $
                              36,560State
                              
                              
                              1.318
                              
                              
                              
                              6,452Total
      deferred
                              
                              $
                              8,785
                              
                              
                              $
                              43,011Less:
      valuation allowance
                              
                              
                              (8,785
                              )
                              
                              
                              (43,011
                              )Net
      deferred tax credit
                              
                              
                              -
                              
                              
                              
                              -Tax
      expense
                              
                              $
                              800
                              
                              
                              $
                              800


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, 2009 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 (“Q1”) Fiscal 2010 Compared to First Quarter
(“Q1”) of Fiscal 2009





Sales





Internet
Infinity revenues for Q1 2010 were $0, as compared with revenues of $0 in Q1
2009.  This inability to increase revenues is attributable to the
slowing economy and foreign competition.





Cost
of Sales - Gross Margin





Our cost of sales was $0 for Q1 2010,
as compared to $0 for Q1 2009 since there were no sales.





Operating
Expenses





Operating expenses for Q1 2010
decreased to $8,174 from $13,044 for Q1 2009.  This decrease in
operating expenses is primarily due to a decrease in operating
activity.





Net
Income (Loss)





The company had a net loss of $8,174
from operations in Q1 2010, as compared with a net loss of $13,044 from
operations in Q1 2009.  Overall, we had net loss after taxes including
interest expense of $21,962 for Q1 2010 compared to $24,200 for Q1 of
2009.





Balance
Sheet Items





Our cash position decreased to $0 at
June 30, 2009 (Q1 2010) by from $1,012 at June 30, 2008 (Q1 2009).





15


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
4.           Controls and
Procedures





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





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.





16


Item
6.           Exhibits




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





2
            Certificate
      of Ownership and Merger of Morris & Associates, Inc., a
      California corporation, into Internet Infinity, Inc., a Delaware
      corporation*





2.1
            Plan
      of Merger (Internet Infinity - Delaware into Internet Infinity -
      Nevada)***





2.2
            State
      of Delaware Certificate of Merger of Domestic Corporation into Foreign
      Corporation which merges Internet Infinity, Inc., a Delaware corporation,
      with and into Internet Infinity, Inc., a Nevada
    corporation***





2.3
            Articles
      of Merger (Pursuant to NRS 92A.200) which merges Internet Infinity, Inc.,
      a Delaware corporation, with Internet Infinity, Inc., a Nevada
      corporation, with the Nevada corporation being the surviving
      entity***





3
            Articles
      of Incorporation of Internet Infinity,
Inc.*





3.1
              Amended
      Certificate of Incorporation of Internet Infinity,
Inc.*3.2
              Bylaws
      of Internet Infinity, Inc.*




3.3
            Corporate
      Charter and Articles of Incorporation of Internet Infinity, Inc., a Nevada
      corporation***





3.4
            Certificate
      of Amendment to Articles of Incorporation of Internet Infinity, Inc., a
      Nevada corporation++





10.1
            Master
      License and non-exclusive Distribution Agreement between Internet
      Infinity, Inc. and Lord & Morris Productions,
    Inc.*





10.2
            Master
      License and Exclusive Distribution Agreement between L&M Media, Inc.
      and Internet Infinity, Inc.*





10.3
            Master
      License and Exclusive Distribution Agreement between
      Hollywood Riviera Studios and Internet Infinity,
  Inc.*





10.4
              Fulfillment
      Supply Agreement between Internet Infinity, Inc. and Ingram Book
      Company**14
              Code
      of Ethics for CEO and Senior Financial
Officers+




31.1
            Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.




31.2
            Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.




32.1
            Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.




32.2
            Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.




17





*Previously
filed with Form 10-SB 10-13-99; Commission File No. 0-27633incorporated
herein.





**Previously
filed with Amendment No. 2 to Form 10-SB 02-08-00; Commission FileNo. 0-27633
incorporated herein.





***Previously
filed with Form 8-K Current Report March 14, 2005, Commission File No. 0-27633
incorporated herein.





+Previously
filed with Form 10-KSB; Commission File No. 0-27633 incorporated herein.





++Previously
filed with Form 8-K Current Report February 17, 2006; Commission File No.
0-27633 incorporated herein.





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.Dated:  August
      20, 2009
                By:
                /s/
      George
      MorrisGeorge
      Morris, Chief Executive Officer






18