U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB
              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended December 31, 1999

                                       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)


   Delaware                         0-27633                          95-4679342
--------------              ------------------------               -------------
  (state of                 (Commission File Number)               (IRS Employer
incorporation)                                                      I.D. Number)


                           3303 Harbor Boulevard, K-5
                              Costa Mesa, CA 92626
                                  310-318-2244
             (Address and telephone number of registrant's principal
               executive offices and principal place of business)






        As  of  December  31,  1999,   there  were  11,447,438   shares  of  the
Registrant's Common Stock, par value $0.001 per share, outstanding.

        Transitional Small Business Disclosure Format (check one):  Yes ___
No  X
  ----



<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1.        Financial Statements

                    INTERNET INFINITY, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                    12-31-99          03-31-99
                                                    Unaudited         Audited
                                                    ---------         --------
ASSETS
Current assets:
<S>                                                 <C>               <C>
Cash                                                $   8,053         $  64,458
Accounts receivable - net of allowance
  for doubtful accounts of $10,000                    304,705           129,537
Inventories                                            59,918            59,918
Prepaid expenses                                       10,433
Note receivable - related company                                        36,526
Net current deferred tax asset                         17,414            36,414
                                                    ---------         ---------
        TOTAL CURRENT ASSETS                          400,523           326,853
                                                    ---------         ---------

Due from related companies                             11,090             3,468
Programming costs                                       1,485             5,969
Property and equipment, at cost
  Office equipment                                     16,955            16,955
  Office furniture                                     15,366            15,366
                                                    ---------         ---------
                                                       32,321            32,321
Less accumulated depreciation                         (32,321)          (32,321)
                                                    ---------         ---------
Net property and equipment                                 -                 -
                                                    ---------         ---------
        TOTAL NON-CURRENT ASSETS                       12,575             9,437
                                                    ---------         ---------

        TOTAL ASSETS                                $ 413,098         $ 336,290
                                                    ---------         ---------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Notes payable                                     $  87,297         $  92,386
  Accounts payable                                     56,374            51,123
  Accrued payroll                                       4,127             4,127
  Interest payable                                                        3,190
  Due to officer                                       71,856            71,856
  Other                                                  7,65             2,000
                                                    ---------         ---------
        TOTAL CURRENT LIABILITIES                     227,307           224,682

Long-term liabilities:
  Due to officer - non-current                        144,690           144,708
                                                    ---------         ---------
        TOTAL LONG-TERM LIABILITIES                   144,690           144,708
                                                    ---------         ---------

        TOTAL LIABILITIES                             371,997           369,390
                                                    ---------         ---------

STOCKHOLDERS' EQUITY:
  Preferred Stock, par value $0.001;
    authorized 1,000,000 shares; issued and
    outstanding -0- shares
  Common Stock, par value $0.001;
    authorized 20,000,000 shares; issued and
    outstanding 10,010,196                             10,010            10,010
Paid-in capital                                       909,659           909,659
Retained earnings (deficit)                          (371,685)         (445,886)
Unpaid stock subscription                            (506,883)         (506,883)
                                                    ---------         ---------
        STOCKHOLDERS' EQUITY                           41,101           (33,100)
                                                    ---------         ---------

        TOTAL LIABILITIES AND
        STOCKHOLDERS' EQUITY                        $ 413,098         $ 336,290
                                                    =========         =========
</TABLE>


                 See accompanying notes to financial statements

                                        2

<PAGE>



                                INTERNET INFINITY, INC. AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>


                              Three Months Ended         Three Months Ended        Nine Months Ended          Nine Months Ended
                              December 31, 1999          December 31, 1998         December 31, 1999          December 31, 1998
                              ------------------         ------------------        -----------------          -----------------

                             Amount                     Amount                     Amount                     Amount
                            Unaudited     Percent      Unaudited     Percent      Unaudited     Percent      Unaudited     Percent
                            ---------     -------      ---------     -------      ---------     -------      ---------     -------

<S>                        <C>             <C>        <C>             <C>        <C>             <C>        <C>             <C>
Net sales                  $  470,958      100.0      $  328,239      100.0      $1,091,741      100.0      $  911,272      100.0

Cost of sales                 379,458       80.6         259,309       79.0         849,941       77.9         654,732       71.8
                           ----------      -----      ----------      -----      ----------      -----      ----------      -----

Gross profit                   91,500       19.4          68,930       21.0         241,800       22.1         256,540       28.2

Operating expenses             37,856        8.0          45,150       13.8         135,578       12.4         169,593       18.6
                           ----------      -----      ----------      -----      ----------      -----      ----------      -----

Net operating income
(loss)                     $   53,644       11.4      $   23,780        7.2      $  106,222        9.7      $  (86,947)      9.6
                           ==========      =====      ==========      =====      ==========      =====      ==========     =====

Other expenses
   Interest expense             1,602                                                13,026                      4,810
                           ----------

Net income before taxes        52,042                     23,780                     93,196                     82,137

Provision for income                                                                 19,000
taxes                          11,000

Net income                 $   41,042                 $   23,780                 $   74,196                 $   82,137
                           ==========                 ==========                 ==========                 ==========

Net income (loss) per
share - basic and diluted      $0.004                     $0.003                     $0.006                     $0.009
                               ======                     ======                     ======                     ======

Weighted average shares(1)
outstanding - basic and
diluted                    11,447,438                  9,259,714                 11,447,438                  9,259,714
                           ==========                  =========                ==========                  ==========

</TABLE>


(1)     Includes stock options














                             See accompanying notes to financial statements

                                                    3

<PAGE>



                    INTERNET INFINITY, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>

                                                 Nine Months Ended December 31,
                                                 ------------------------------
                                                   1999                  1998
                                                Unaudited             Unaudited
                                                ---------             ---------

CASH FLOWS PROVIDED (USED) BY
  OPERATING ACTIVITIES:
<S>                                             <C>                   <C>
        Net income (loss)                       $  74,196             $  82,137
                                                ---------             ---------

Adjustments to reconcile net loss to
net cash provided by (used for)
operating activities:
        Amortization of programming cost            4,484
        Provision for doubtful accounts
        Other
Changes in assets and liabilities:
(Increase) decrease in assets:
        Accounts receivable                      (175,168)             (110,264)
        Inventory
        Note receivable - related company          36,526
        Deferred tax asset                         19,000
        Cash Advance                              (10,433)
        Notes payable - current                    (5,089)               35,691
        Accounts payable                            5,251              (128,057)
        Interest payable                           (3,190)
        Due to related companies                                        (22,694)
        Due from related companies                 (7,635)              142,836
        Other current liabilities                   5,653
                                                ---------             ---------

NET CASH FLOWS PROVIDED (USED) BY
   OPERATING ACTIVITIES                           (56,405)                 (621)

CASH FLOWS PROVIDED (USED) BY
   INVESTMENT ACTIVITIES                               -                     -

CASH FLOWS PROVIDED (USED) BY
  FINANCING ACTIVITIES
        Capital contributed                                              25,000
        Due to officer
        Due from related companies

NET CASH PROVIDED (USED) BY
   FINANCING ACTIVITIES                                                  25,000

NET INCREASE (DECREASE) IN CASH                   (56,405)              (24,379)
Cash:  Beginning of the year                       64,458                10,610
                                                ---------             ---------
Cash:  End of year                              $   8,053             $ (34,989)
                                                =========             =========

ADDITIONAL DISCLOSURES
        Interest paid                           $   6,380
                                                =========

        Taxes paid                              $     800             $   6,000
                                                =========             =========




</TABLE>





                 See accompanying notes to financial statements

                                        4

<PAGE>


                    INTERNET INFINITY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          YEAR ENDED MARCH 31, 1999 AND
                     INTERIM PERIOD ENDED DECEMBER 31, 1999


NOTE 1 - ORGANIZATION AND PRESENTATION

Organization

Internet Infinity, Inc. (III)  was  incorporated in  the  State  of Delaware  on
October 27, 1995.

On April 1,  1998,  Morris  and  Associates,  Inc.,  (M&A) was  incorporated  in
California.  Morris  and  Associates  Inc.  (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,  computer software training including  Microsoft Windows and
Explorer, internet information, golf, sports, home and garden titles.

On April 1, 1998, Electronic Media Central Corporation (EMC) was incorporated in
California. Electronic Media Central Corporation (formerly a division of III) is
owned 100% by III. EMC is engaged in the sale of blank  electronic media such as
video tapes and the duplication, replication and packaging of DVD's, CD's, video
tapes and audio tapes.

The Company has registered the web address:  www.ib2b.com  for its new eCommerce
trade  center.  The new  "ib2b.com"  site will offer a variety  of  productivity
increasing  products  and  services  for  business.  The site will  support both
distributors  and  manufacturers  offering  services in a cooperative  marketing
eCommerce environment.

The Company  declared a 2 for 1 stock split on March 17, 1999 to shareholders of
record on that date. The number of shares  increased by 5,005,098 to 10,010,196.
This split has been shown retroactively.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Internet Infinity,
Inc. and its wholly owned subsidiaries, Morris & Associates, Inc. and Electronic
Media  Central Corporation.   All  significant  inter-company  transactions  and
balances have been eliminated in the consolidation.

Inventory

The  Company's  inventory  (all  on  the  books  of  "M & A"),  consists  of the
following:
        Duplicated tapes and display boxes         $  59,918

Duplicate  tapes and  display  boxes  are  valued at the lower of cost or market
(first-in,  first-out  basis).  Inventory  has been  written  down by $5,257 for
possible obsolescence.

Depreciation

The  Company's  equipment and  furniture  are carried at cost.  Depreciation  is
provided  over  the  estimated  useful  lives of the  assets,  which  are  fully
depreciated.

                                        5

<PAGE>


                    INTERNET INFINITY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          YEAR ENDED MARCH 31, 1999 AND
                     INTERIM PERIOD ENDED DECEMBER 31, 1999


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Long-Lived Assets

In 1998,  the  Company  adopted  SFAS 121,  "Accounting  for the  Impairment  of
Long-Lived  Assets and for  Long-Lived  Assets to be Disposed of." In accordance
with SFAS 121,  long-lived  assets held and used by the Company are reviewed for
impairment  whenever  events or  changes  in  circumstances  indicated  that the
carrying  amount  of an asset  may not be fully  recoverable.  For  purposes  of
evaluating the  recoverability of long-lived  assets,  the estimated future cash
flows associated with the asset would be compared to the asset's carrying amount
to determine if a write-down  to market value or  discounted  cash flow value is
required.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers cash and cash
equivalents to include cash on hand,  bank balances and  short-term  investments
with a maturity of three months or less.

Deferred Income Tax Accounts

Deferred tax  provisions/benefits  are calculated for certain  transactions  and
events  because of differing  treatments  under  generally  accepted  accounting
principles  and the currently  enacted tax laws of the federal  government.  The
results  of  these  differences  on  a  cumulative  basis,  known  as  temporary
differences,  result in the  recognition  and measurement of deferred tax assets
and liabilities in the  accompanying  balance sheet.  The liability method (FASB
109) is used to account for these temporary differences.

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.

Year 2000 Compliance

Management  does not believe any material  year 2000 problems with the Company's
vendors,  service  providers,  or other third  parties will affect the Company's
financial information.

Stock-Based Compensation

The Company has elected to follow Accounting Principles Board Opinion (APBO) No.
25,  Accounting  for  Stock  Issued  to  Employees, and  related interpretations
in accounting for its stock-based compensation  and  to  provide the disclosures
required  under Statement of Financial Standards (SFAS) No. 123, "Accounting for
Stock-Based Compensation."

APBO No. 25  requires no  recognition  of  compensation  expense for most of the
stock-based  compensation  agreements provided by the Company where the exercise
price is equal to the market  value at the date of grant.  However,  APBO No. 25
requires  recognition of compensation  expense for variable award plans over the
vesting periods of such plans, based upon the then-current  market values of the
underlying stock.

                                        6

<PAGE>


                    INTERNET INFINITY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          YEAR ENDED MARCH 31, 1999 AND
                     INTERIM PERIOD ENDED DECEMBER 31, 1999


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock-Based Compensation (Continued)

In  contrast,  SFAS No. 123 requires  recognition  of  compensation  expense for
grants of stock,  stock options,  and other equity  instruments over the vesting
periods of such grants,  based on the estimated  grant-date fair values of those
grants.  See  Note  14 for  pro  forma  disclosures  required  by FAS  123  plus
additional information on the Company's stock options.

Revenue Recognition

Income and expenses are recorded on the accrual basis of accounting.  Revenue is
recognized  from sales when a product is shipped and  collection is probable and
the fee is fixed and determinable. Expenses are recognized when incurred.

Segment Reporting

The Company is a single segment  reporting entity. At the current time all sales
and related  expenses are from video media  programs,  which  includes tapes and
CD's.

Earnings Per Share of Common Stock

The  Company  adopted  Statement  of Financial  Accounting  Standards  No.  128-
Earnings Per Share (SFAS No. 128) in the fourth quarter of fiscal 1998. SFAS No.
128  is intended  to simplify the  earnings per share computations and make them
more  comparable from company  to company.   All prior year  earnings  per share
amounts  have  been  recalculated  in  accordance  with  the earnings  per share
requirements under SFAS No. 128; however, such recalculation  did not result  in
any change to the Company's previously reported earnings per share for all years
presented.

NOTE 3 - SUBSCRIPTION AND ROYALTY AGREEMENTS

The Company has royalty  agreements with two separate related entities.  In July
1997, the Company entered into an agreement with L&M Media,  Inc. for the rights
to market pre-recorded health and medical programs. The agreement specifies that
the Company shall pay a 15% royalty to L&M Media, Inc. on gross sales for all of
these  programs sold between April 1, 1998 and March 31, 2001. In  consideration
for these rights,  the Company entered into a stock  subscription  agreement for
2,267,857  shares of common stock,  with a trading value of $375,000.  Royalties
earned will go toward the reduction of the stock subscription obligation. George
Morris, President of Internet Infinity, Inc. owns 98% of the stock of L&M Media,
Inc.

In January 1999 the Company  entered into an agreement  with Apple Realty,  Inc.
(DBA Hollywood Riviera Studios) for the rights to market  pre-recorded  personal
and sales development  multimedia success programs. The agreement specifies that
the Company shall pay a 20% royalty to Apple Realty, Inc. on gross sales for all
of  these   programs  sold  between  April  1,  1999  and  March  31,  2001.  In
consideration  for these rights,  the Company entered into a stock  subscription
agreement for 517,241 shares of common stock,  with a trading value of $150,000.
In addition the Company issued  517,241  options at a market price of $.3135 per
share.  Royalties earned will go toward the reduction of the stock  subscription
obligation.  George Morris owns 100% of the stock of Apple Realty, Inc.

                                        7

<PAGE>


                    INTERNET INFINITY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          YEAR ENDED MARCH 31, 1999 AND
                     INTERIM PERIOD ENDED DECEMBER 31, 1999


NOTE 3 -ROYALTY AGREEMENTS (CONTINUED)

Currently,  the royalty  agreement  amounts of $375,000 and  $150,000,  less the
royalties  earned of $18,117 (total $506,883) are shown in the equity section as
unpaid subscription receivable.

In addition, the Company has a non-exclusive distribution license from L&M Media
Inc. for  approximately 200 special interest video programs for which it has not
prepaid any  royalties.  Royalties  owed to L&M Media Inc. from the sales of any
special interest programs are applied to the prepaid  royalties  associated with
the health and medical and the sales development training programs.

NOTE 4 - NON CASH DIVIDEND

At March 31, 1998,  the Company had an  investment of $108,131 in a wholly owned
subsidiary,  More Media, Inc. In 1999, the Company distributed its stock in More
Media, Inc. to the Company's stockholders as a non cash dividend.

NOTE 5 - PROGRAMMING COSTS

Programming costs,  consisting of video production and editing,  are capitalized
and amortized over three years. Accumulated amortization was $14,924 at December
31, 1999.

NOTE 6 - NOTES PAYABLE

The Company has nine notes payable with various unrelated individuals,  totaling
$87,297. 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.

NOTE 7 - RELATED COMPANY TRANSACTIONS

  Note receivable from L&M Media, Inc.,
   payable at $36,526 per year,
   plus interest at 6% per annum.
   The first payment is due
   March 31, 2000.  L&M Media, Inc.
   is 98% owned by George Morris,
   President of Internet Infinity, Inc.                              $ 39,994
                            Less current portion                       36,526
                                                                      -------
                            Long-term portion                        $  3,468
                                                                     ========

  Loan payable to Morris Financial, without
    interest.  Loan was paid subsequent to year end.
    Morris Financial is owned 100% by George Morris.                $ (2,000)
                                                                    ========

There is no  interest  expense on the above  notes for the years ended March 31,
1999 or 1998.

L&M Media, Inc. owns 45.3% of the outstanding stock of Internet Infinity, Inc.

The above note receivable from L&M Media, Inc. for $39,994 is  secured by George
Morris, President of the Company.  Mr. Morris  is using  the notes due to him by
Internet Infinity, Inc. (see Note 8) as the collateral.

                                        8

<PAGE>


                    INTERNET INFINITY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          YEAR ENDED MARCH 31, 1999 AND
                     INTERIM PERIOD ENDED DECEMBER 31, 1999


NOTE 7 - RELATED COMPANY TRANSACTIONS (CONTINUED)

The Company  utilizes  office space,  telephone and utilities  provided by Apple
Media  corporation  at no  charge.  An  estimate  of the  monthly  values of the
services are as follows:
<TABLE>
<CAPTION>

                                               Total      Internet Infinity Inc.

                          <S>                 <C>              <C>
                          Rent                $ 2,620          $     400
                          Telephone               500                400
                          Utilities             1,000                100
                                                               $     900
                                                               =========
</TABLE>

The annual charge of $10,800 for 1999 was credited against paid in capital.

NOTE 8 - DUE TO OFFICER

  Unsecured note payable to George Morris, with
    simple interest at 12% per annum beginning
    March 31, 1999.  Note is due and payable on
    May 1, 2001. (see Note 7)                                   $144,690

  Two unsecured notes payable to George Morris,
    due on demand with 90 days notice, with
    interest at 6% per annum.                                     71,856
                                                                --------

                                                                 216,546
                          Less current portion                    71,856
                                                                --------
                          Long-term portion                     $144,690
                                                                ========

Maturities of due to officer are as follows:
                                    For Year Ended
                                        March 31,
                                    --------------

                                         2000                   $ 71,856
                                         2001                    144,690
                                                                --------
                                                               $ 216,546
                                                               =========

Interest charged to expense for the year ended March 31, 1999 on the above notes
was $8,680.

NOTE 9 - CONCENTRATION OF CREDIT RISK

Concentration  of credit  risk with  respect  to trade  accounts  receivable  is
limited  due  to  the  large  number  of  businesses  comprising  the  Company's
geographically dispersed customer base.

The Company's only supplier of products is Apple Media, Inc.  The Company's cost
for the product is 80% of the selling price.   Apple Media, Inc. is owned 98% by
George Morris.

                                        9

<PAGE>



Item 2.        Management's Discussion and Analysis of Financial Condition and
               Results of Operations

        The following discussion and analysis should be read in conjunction with
the financial statements and the  accompanying notes thereto and is qualified in
its  entirety  by the  foregoing and  by  more  detailed  financial  information
appearing elsewhere.  See "Item 1.  Financial Statements."

        Financial condition,  changes  in  financial  condition  and results  of
        ------------------------------------------------------------------------
operations  -  Third Quarter  of Fiscal  Year 2000  Compared to Third Quarter of
--------------------------------------------------------------------------------
Fiscal Year 1999
----------------

        Internet  Infinity's  sales  increased from $328,239 in the  three-month
period ended December 31, 1998 (Q3:1999) to $470,958 in the  three-month  period
ended  December 31, 1999  (Q3:2000),  a 43.5 percent  increase of $142,719.  The
increase is due primarily to a 48.3 percent increase of $149,921 in the sales of
the Electronic  Media Central  subsidiary of Internet  Infinity for  duplication
services  of  $460,432  for the  three-month  period  ended  December  31,  1999
(Q3:2000)  over  $310,511 for the  three-month  period  ended  December 31, 1998
(Q3:1999).  Morris and Associates sales of pre-recorded video programs decreased
to $10,526 from $17,728 or a 40.6 percent decrease for the same period.

        The cost of sales increased from $259,309,  or 79.0 percent of sales, in
Q3:1999 to  $379,458,  or 80.6 percent of sales,  in Q3:2000,  a decrease of 1.6
percent when considered as a percentage of sales.

        Operating  expenses also  decreased  from  $45,150 - or  13.8 percent of
sales  -  in Q3:1999  to $37,856 - or 8.0 percent  of sales - in Q3:2000.   This
decrease is due primarily to -

        o      a  decrease  in  advertising  expense from $285 or 0.1 percent of
               sales in Q3:1999 to nothing in Q3:2000;

        o      an  increase in bank charges from $533 or 0.2 percent of sales in
               Q3:1999 to $805 or 0.2 percent of sales in Q3:2000;

        o      an  increase  in  payroll   processing  expense  from $895 or 0.3
               percent of sales in Q3:1999 to $1,006 or 0.2 percent of sales in
               Q3:2000;

        o      an  increase  in  insurance  expense from  nothing to $324 or 0.1
               percent of sales in Q3:2000;

        o      an  increase  in  legal  and  accounting  fees from $1,300 or 0.4
               percent of sales in Q3:1999 to $4,783 or 1.0 percent of sales in
               Q3:2000;

        o      a  decrease  in  salary  expense  from  $30,703 or 9.4 percent of
               sales in Q3:1999 to $20,931 or 4.4 percent in Q3:2000;

        o      an  increase  in  taxes  and  licenses  expense  from $427 or 0.1
               percent of sales in Q3:1999 to $2,487 or 0.5 percent in Q3:2000;


                                       10

<PAGE>



        o      a   decrease  in  office  salaries  from $2,963 or 0.9 percent of
               sales in Q3:1999 to $2,666 or 0.6 percent of sales in Q3:2000;

        o      a  decrease in trade show  expense  from $1,217 or 0.4 percent of
               sales in Q3:1999 to nothing in Q3:2000.

        o      a  decrease in commission  expense  from $7,578 or 2.3 percent of
               sales in Q3:1999 to $3,530 or 0.7 percent of sales in Q3:2000.

        Internet  Infinity  had an  increase in net income  from  operations  of
$41,402 in Q3:2000  from a net income of  $23,780 in  Q3:1999.  This  $17,622 is
attributable to the above-described increase in sales, increase in cost of sales
and decrease in operating expenses.

        Our accounts  receivable  increased by $175,168 from $129,537 at the end
of fiscal year 1999 to $304,705 at the end of Q3:2000,  and our accounts payable
and accrued  expenses  increased by $5,251 from $51,123 at the end of FY 1999 to
$56,374 at the end of Q3:2000.  A cash position of $64,458 at the end of FY 1999
was reduced to $8,053 at the end of Q3:2000, and inventory remained unchanged at
$59,918  from  the end of FY 1999 to the end of  Q3:2000.  Stockholders'  equity
increased  from a deficit of $33,100 at the end of FY 1999 to $41,101 at the end
of Q3:2000.

        Financial  condition,  changes  in  financial  condition  and results of
        ------------------------------------------------------------------------
operations  -  First  Nine  Months  of  Fiscal  Year 2000 Compared to First Nine
--------------------------------------------------------------------------------
Months of Fiscal Year 1999.
--------------------------

        Sales in the first nine months of FY 2000  increased by $180,469 or 19.8
percent over sales in the first nine months of FY 1999 - $1,091,741  compared to
the earlier  $911,272.  The increase is due primarily to a 24.5 percent increase
of $206,540 in the sales of duplication services by the Electronic Media Central
subsidiary of  Internet  Infinity  from  $841,663  for the first nine  months of
FY  1999  to  $1,048,203  for  the  first nine  months of  FY 2000.   Morris and
Associates  sales of  pre-recorded  video  programs  decreased  $26,071 or  37.4
percent  to $43,538 for the first nine  months of  FY 2000 from $26,071  for the
first nine months of FY 1999.

        The cost of sales  increased  from  $654,732 or 71.8 percent of sales in
the first nine  months of FY 1999 to  $849,941  or 77.9  percent of sales in the
first nine months of FY 2000.  The increase of 6.1 percent is due to  accounting
adjustments for purchases.

        Operating  expenses decreased from $169,593 - or 18.6 percent of sales -
in the first nine months of FY 1999 to $135,578 - or 12.4  percent of sales - in
the first months of FY 2000. The decrease is due primarily to -

        o      a decrease  in  advertising  expense  from $682 or 0.1 percent of
               sales in the first nine months of FY 1999 to $450 or 0.04 percent
               of sales in the first nine months of FY 2000;

        o      an increase in bank  charges  from $1,179 or 0.1 percent of sales
               in the first nine  months of FY 1999 to $2,666 or 0.2  percent of
               sales in the first nine months of FY 2000;


                                       11

<PAGE>



        o      an  increase  in payroll  processing  expense  from $3,054 or 0.3
               percent of sales in the first nine months of FY 1999 to $3,559 or
               0.3 percent of sales in the first nine months of FY 2000;

        o      a decrease  in  insurance  expense  from $5,069 or 0.6 percent of
               sales  in the  first  nine  months  of FY 1999 to  $3,559  or 0.3
               percent of sales in the first nine months of FY 2000;

        o      a  decrease  in legal and  accounting  fees from  $26,317  or 2.9
               percent of sales in the first  nine  months of FY 1999 to $22,142
               or 2.0 percent of sales in the first nine months of FY 2000;

        o      a decrease in salary expense from $84,235 or 9.2 percent of sales
               in the first nine  months of FY 1999 to $83,099 or 7.6 percent of
               sales in the first nine months of FY 2000;

        o      a decrease in office expense from $839 or 0.1 percent of sales in
               the first nine months of FY 1999 to $659, or 0.1 percent of sales
               in the first nine months of FY 2000;

        o      a decrease in data  processing  expense from $455 or 0.05 percent
               of  sales in the  first  nine  months  of FY 1999 to $390 or 0.04
               percent of sales in the first nine months of FY 2000;

        o      a  decrease  in taxes and  licenses  expense  from  $4,648 or 0.5
               percent of sales in the first nine months of FY 1999 to $3,996 or
               0.4 percent of sales in the first nine months of FY 2000;

        o      a decrease in office salaries from $9,735 or 1.1 percent of sales
               in the first nine  months of FY 1999 to $8,138 or 0.7  percent of
               sales in the first nine months of FY 2000;

        o      a decrease  in postage  from $747 or 0.1  percent of sales in the
               first nine  months of FY 1999 to nothing in the first nine months
               of FY 2000;

        o      a decrease  in trade show  expense  from $7,099 or 0.8 percent of
               sales in the first nine months of FY 1999 to nothing in the first
               nine months of FY 2000; and

        o      a decrease in  commission  expense from $26,392 or 2.9 percent of
               sales  in the  first  nine  months  of FY 1999 to  $3,530  or 0.3
               percent in the first nine months of FY 2000.

        Internet  Infinity  had a net income from  operations  of $82,137 in the
first nine  months of 1999 and a net income  from  operations  of $74,196 in the
first nine months of FY 2000. The slight  decrease of $7,941 is  attributable to
the above-described  increase in sales,  increase in cost of sales, and decrease
in operating expenses.

        Liquidity and Outlook.
        ---------------------

        We have been able to stay in operation (1) from the services provided by
Apple  Media  Corporation,  formerly  known as L&M Media,  Inc.,  a supplier  of
electronic media duplication services and blank electronic media, which

                                       12

<PAGE>


is under the control of George Morris,  chief executive  officer of our company,
and (2) from the cash flow generated for Internet Infinity from the sale of pre-
recorded  video  licensed from L&M Media,  Inc. and Hollywood Riviera Studios, a
subsidiary of Apple Realty,  Inc., both controlled by George Morris. Since early
1997, sales from electronic blank media and  duplication services have continued
to grow and provide the funds to  reduce  Internet Infinity debt and to create a
new Internet product and service line.

        By the end of the third quarter of fiscal 2000 (December 31, 1999),  our
cash  position had fallen to $8,053 from $64,458 at the end of fiscal 1999.  Our
net income from  operations was $74,196 during the first nine months of FY 2000,
and we increased our accounts receivable by $175,168. Prepaid expenses increased
from zero to  $10,433,  Notes  Receivable  decreased  by  $36,526,  and  Current
Deferred Tax Asset decreased by $19,000.

                           PART II - OTHER INFORMATION

Item 6.        Exhibits and Reports on Form 8-K

(a)     Exhibits

        Exhibit 27           Financial Data Schedule

(b)     Forms 8-K

        None

                                   SIGNATURES

        In accordance with the  requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date:  February 23, 2000                 Internet Infinity, Inc.



                                         By /s/ George Morris
                                            ------------------------------------
                                            George Morris
                                            Chief Executive Officer

                                       13