<PAGE>

                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549



                                   FORM 10-QSB

/X/  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the quarterly period ended March 31, 2001.

/ /  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

     For the transition period from ___________ to ____________.

     Commission file number: 000-27821


                                2-INFINITY, INC.
        (Exact name of small business issuer as specified in its charter)

            Colorado                                     58-1891761
(State or other jurisdiction of              (IRS Employer Identification No.)
 incorporation or organization)


        4828 Loop Central Drive, Suite 150, Houston, Texas      77081
            (Address of principal executive offices)         (Zip Code)

     Issuer's telephone number, including area code: (713) 838-8853



              (Former name, former address and former fiscal year,
                         if changes since last report)


     The number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

     As of April 30, 2001, 138,543,091 shares of the issuer's common stock were
outstanding.


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

<PAGE>

                                 2-INFINITY, INC.

                                   FORM 10-QSB

                      FOR THE QUARTER ENDED MARCH 31, 2000

                                      INDEX

<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                         <C>

PART I.  FINANCIAL INFORMATION................................................3

ITEM 1.  Consolidated Financial Statements

     a)  Consolidated Balance Sheets - March 31,2001..........................4

     b)  Consolidated Statements of Operations -
         Three months ended March 31, 2001 and 2000...........................5

     c)  Consolidated Statements of Cash Flows -
         Three months ended March 31, 2001 and 2000...........................6

     d)  Notes to Consolidated Financial Statements...........................7
</TABLE>

ITEM 2.
         Management's Discussion and Analysis of
         Financial Condition and Results of Operations.......................13


PART II.  OTHER INFORMATION..................................................16


                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements.





                                       3
<PAGE>

                        2-INFINITY, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 MARCH 31, 2001


<TABLE>
<S>                                                                            <C>
                                  A S S E T S

Current Assets:
       Cash                                                                    $     15,588
       Accounts receivable, less allowance for
          doubtful accounts of $61,622                                               83,031
       Accounts receivable from officer                                              31,250
       Inventory, less reserve for obsolesence of $40,000                           156,364
       Other current assets                                                          58,613
                                                                               ------------
                   Total Current  Assets                                            344,846
                                                                               ------------

Furniture & Equipment:
       Equipment                                                                    523,460
       Furniture & fixtures                                                         141,733
          Less accumulated depreciation                                            (120,716)
                                                                               ------------
                   Furniture & Equipment, net                                       544,477
                                                                               ------------

       CLEC license, less accumulated amortization
          of $13,107                                                                374,193
       Other assets                                                                 268,000
                                                                               ------------
                   TOTAL ASSETS                                                $  1,531,516
                                                                               ============


            LIABILITIES, PREFERRED STOCK AND NET CAPITAL DEFICIENCY

Current Liabilities:
       Notes payable                                                           $     34,421
       Accounts payable                                                           1,496,123
       Accrued compensation                                                         168,096
       Other current liabilities                                                    101,271
                                                                               ------------
                   Total Current Liabilities                                      1,799,911
                                                                               ------------

8% Series A Convertible Preferred Stock
       No par value, 3,000 shares authorized; 1,900 shares
       issued and outstanding                                                     1,900,000
                                                                               ------------

Net Capital Deficiency:
       Preferred stock, no par value, 24,997,000 shares
       authorized; no shares outstanding                                                 --

       Common stock, no par value, 300,000,000 shares
       authorized; 138,543,091 shares, issued and outstanding                    16,299,617
       Accumulated deficit                                                      (18,468,012)
                                                                               ------------
                   Net Capital Deficiency                                        (2,168,395)
                                                                               ------------

                                                                               ------------
       TOTAL LIABILITIES, PREFERRED STOCK AND NET CAPITAL DEFICIENCY           $  1,531,516
                                                                               ============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                       2-INFINITY, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                          FOR THE QUARTER ENDED MARCH 31,
                                                        -----------------------------------
                                                            2001                2000
                                                        ---------------    ----------------
<S>                                                   <C>                      <C>
REVENUE                                                $        87,536             150,129
COST OF GOODS & SERVICES                                        67,532              86,263
                                                        ---------------    ----------------

GROSS MARGIN                                                    20,004              63,866
                                                        ---------------    ----------------

EXPENSES
  Selling, general & administrative                            838,305           1,804,144
  Depreciation                                                  49,701               6,232
  Amortization, primarily goodwill                               6,455             503,200
                                                        ---------------    ----------------
  TOTAL EXPENSES                                               894,461           2,313,576
                                                        ---------------    ----------------

LOSS FROM CONTINUING OPERATIONS                               (874,457)         (2,249,710)

INTEREST EXPENSE, NET                                                -              (1,106)
                                                        ---------------    ----------------
NET LOSS FROM CONTINUING OPERATIONS                           (874,457)         (2,250,816)
                                                        ---------------    ----------------

LOSS FROM DISCONTINUED OPERATIONS
  Loss from operations                                               -            (109,467)
  Loss on disposition of assets                                      -             (31,000)
                                                        ---------------    ----------------
        Loss from discontinued operations                            -            (140,467)
                                                        ---------------    ----------------

NET LOSS                                               $      (874,457)         (2,391,283)
                                                        ===============    ================

NET LOSS PER SHARE (Basic & Fully Diluted):
        Loss from continuing operations                $         (0.01)              (0.04)
        Loss from discontinued operations                            -                   -
                                                        ---------------    ----------------

        Net loss per share                             $         (0.01)              (0.04)
                                                        ===============    ================

WEIGHTED AVERAGE SHARES OUTSTANDING:

        Basic & Fully Diluted                              113,295,677          59,765,860
                                                        ===============    ================
</TABLE>


        See accompanying notes to consolidated financial statements.


                                       5
<PAGE>

                      2-INFINITY, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                    FOR THE QUARTER ENDED MARCH 31,
                                                                                  -----------------------------------
                                                                                        2001                2000
                                                                                  ---------------    ----------------
<S>                                                                             <C>                      <C>
CASH FLOWS (USED) PROVIDED BY OPERATING ACTIVITIES

        Net loss from continuing operations                                      $      (874,457)         (2,250,816)
        Adjustments to reconcile loss from continuing operations
          to net cash (used) provided by continuing operations:
                      Common stock issued for services rendered                                -             695,561
                      Discount on issuance of convertible instruments                          -                   -
                      Amortization                                                         6,455             503,200
                      Depreciation                                                        49,701               6,232
                      Loss on disposal of assets                                               -                   -
        Changes in operating assets and liabilities:
                      Increase in accounts receivable                                    (32,062)           (164,935)
                      Decrease in inventories                                             17,152                   -
                      Decrease(Increase) in other current assets                          17,750             (33,710)
                      Increase(Decrease) in accounts payable                             116,167             (79,194)
                      Increase in accrued compensation                                    98,380                   -
                      (Decrease)Increase in other current liabilities                     (7,823)            543,805
                                                                                  ---------------    ----------------
        Net cash flows (used) by continuing operations                                  (608,737)           (779,857)
                                                                                  ---------------    ----------------
        Net cash (used) provided by discontinued operations
                      Net loss from discontinued operations                                    -            (109,467)
                      Loss on liquidation of assets and liabilities                            -              31,000
                                                                                  ---------------    ----------------
        Net cash (used) by discontinued operations                                             -             (78,467)
                                                                                  ---------------    ----------------

NET CASH FLOWS USED BY OPERATING ACTIVITIES                                             (608,737)           (858,324)
                                                                                  ---------------    ----------------
CASH FLOWS USED BY INVESTING ACTIVITIES
        Purchase of furniture and equipment                                               (8,284)            (62,967)
        Purchase of CLEC license                                                               -            (217,000)
                                                                                  ---------------    ----------------
        Cash used by investing activities                                                 (8,284)           (279,967)
                                                                                  ---------------    ----------------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
        Proceeds from sale of preferred stock                                                  -                   -
        Proceeds from sale of common stock and options                                   606,000           2,176,500
        Payment of notes payable                                                         (25,000)
        Proceeds from notes payable                                                       24,421              20,000
                                                                                  ---------------    ----------------
        Net cash provided by financing activities                                        605,421           2,196,500
                                                                                  ---------------    ----------------

NET(DECREASE)INCREASE IN CASH                                                            (11,600)          1,058,209

CASH AT BEGINNING OF PERIOD                                                               27,188              65,413
                                                                                  ---------------    ----------------
                                                                                  ---------------    ----------------
CASH AT END OF PERIOD                                                            $        15,588           1,123,622
                                                                                  ===============    ================

CASH PAID DURING THE PERIOD FOR INTEREST                                        $             -                   -

NON-CASH INVESTING AND FINANCING ACTIVITIES

        Issuance of common stock for accrued compensation                        $       385,256                   -
        Issuance of common stock for CLEC license                                $             -             170,300
        Issuance of common stock for common stock subscription
          received in December 2000                                              $        10,000                   -

</TABLE>

        See accompanying notes to consolidated financial statements.

                                       6
<PAGE>

                        2-INFINITY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          QUARTER ENDED MARCH 31, 2001


The consolidated financial statements included herein have been prepared by
2-Infinity, Inc., which together with its wholly owned subsidiaries, is referred
to herein as the "Company," without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission. In the opinion of the Company, all
adjustments, consisting of normal recurring adjustments and a one time
adjustment as a result of the cancellation of shares, have been made. However,
the Company will require additional working capital to develop and support its
technologies and business until the Company either (1) achieves a level of
revenues adequate to generate sufficient cash flows from operations; or (2)
obtains additional financing necessary to support its working capital
requirements. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty. Certain information in footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles has been condensed or omitted pursuant to such rules and regulations,
although the Company believes that the disclosures are adequate to make the
information presented not misleading. The financial statements should be read in
conjunction with the financial statements for the year ended December 31, 2000,
and the footnotes thereto, included in the Company's Annual Report on Form
10-KSB filed with the Securities and Exchange Commission. The revenues from
operations for the three months ended March 31, 2001 are not necessarily
indicative of the results to be expected for the full year.

NOTE 1 - HISTORY AND ORGANIZATION

The Company was incorporated in the state of Colorado on July 14, 1995 to engage
in the acquisition and exploration of oil and gas properties. In 1999,
management diversified into the technology and internet markets, acquiring two
companies; 2-Infinity-Texas, and AirNexus.

The accompanying consolidated financial statements include the accounts of
2-Infinity, Inc. (formerly 2-Infinity.com, Inc., Lakota Technologies, Inc.,
Lakota Energy, Inc., and Chancellor Trading Group, Inc. - and collectively, "the
Company"), and it's wholly owned subsidiaries, 2-Infinity.com,
Inc.("2-Infinity-Texas"), AirNexus, Inc. ("AirNexus"), Lakota Oil and Gas, Inc.
("Lakota Oil"), Maximum Return and Development, Inc. ("Maximum Return") and AGM,
Inc. ("AGM"). AirNexus was merged into 2-Infinity-Texas on January 27, 2000.

NOTE 2 - GOING CONCERN

In addition to the net loss of $874,457 the Company has incurred during the
quarter ended March 31, 2001, it also incurred net losses of $7,590,045 and
$8,446,189 for the years ended December 31, 2000 and 1999, respectively. The
Company's ability to operate as a going concern is contingent upon its ability
to obtain additional equity financing to fund it's activities until positive
operating cash flows are achieved.

No assurance can be given that the Company will be successful in the
implementation of its business plans or that the Company will be able to raise
additional funds. In the event the Company's activities do not result in
increased revenues and cash flows and the Company is not able to raise
additional financing to meet its operating needs, the Company may no longer be
able to continue as a going concern. The financial statements do not include any
adjustments that might be necessary should the Company be unable to continue as
a going concern.


                                       7
<PAGE>

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.   Basis of Presentation

The consolidated financial statements include the accounts of 2-Infinity, Inc.
and its wholly owned subsidiaries. All inter-company balances and transactions
have been eliminated in the consolidation.

b.   Revenue Recognition

Revenue from business telephone and voice mail systems products are recorded
when shipped and any related services revenues are recorded when the services
are rendered to the customer. Revenues from Maximum Return, are included since
the acquisition date, June 28, 2000.

c.   Basic and Diluted Loss Per Share

In accordance with Statement of Financial Accounting Standards No. 128, ("SFAS
128"), "Earnings per Share," basic and diluted loss per share were computed by
dividing net loss by the weighted average number of shares of common stock
outstanding during the period. Warrants and options outstanding as of March 31,
2001 (27,784,179) and 2000 (14,432,500) were excluded from the calculation
because the effect would be anti-dilutive.

d.   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 in the financial statements and the accompanying
notes. Actual results could differ from those estimates.

e.   Inventories

Inventories consist of equipment and parts purchased for resale, and are stated
at the lower of average cost, or market.

f.   Furniture and Equipment

Furniture and equipment are stated at cost. Expenditures for small tools,
ordinary maintenance and repairs are charged to operations as incurred. Major
additions and improvements are capitalized. Depreciation is computed using the
straight-line method over estimated useful lives of the assets of three to five
years.

g.   Other Assets

The CLEC license, which entitles the Company to resell Southwestern Bell
Telephone Company products and services at a 32% discount, is being amortized
over 15 years.

Other assets consist of the cost of financial software which has been purchased
but has not been put into service.

h.   Advertising

The Company follows the policy of charging the costs of advertising to expense
as incurred. Advertising expenses were not material for all periods presented.

i.   Goodwill

The Company assesses long-lived assets for impairment under SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to Be
Disposed Of". Under those rules, goodwill associated with assets acquired in
connection with the acquisitions discussed in Note 5 (below) was determined to
be impaired because circumstances exist that indicate the carrying amount of
those assets may not be recoverable. Accordingly, goodwill totaling $503,200
relating to the AGM, Inc. acquisition and $285,679 relating to the Maximum
Return acquisition, has been charged to the operations for the period in which
the acquisitions were made.


                                       8
<PAGE>

j.   Stock Options and Warrants

The Company accounts for stock options and warrants issued to employees in
accordance with Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees." For financial statement disclosure purposes and
issuance of options and warrants to non-employees for services rendered, the
Company follows Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation."

k.   Reclassifications

Certain reclassifications have been made in the March 31, 2000 financial
statements to conform to the presentation at March 31, 2001.


NOTE 4 - DISCONTINUED OPERATIONS

On April 18, 2000, the Company approved a plan to sell all remaining assets
relating to the oil and gas exploration projects. The Company sold its interest
in its remaining producing property Union Central Life Insurance Co. Well No. 1
in May 2000. All other non-producing wells have been plugged and abandoned. The
Company has incurred losses from the sale and disposal of its oil and gas assets
totaling $31,267.

     At January 1, 2000, the Company's oil and gas net assets consisted of:

<TABLE>
<S>                                                       <C>
     Interest in Oil and Gas properties                   $57,225
     Accrued expenses                                     (52,057)
                                                          -------
     Net assets of discontinued operations                 $5,168
                                                          =======
</TABLE>

The Company reported no sales from oil and gas operations during 2000 or 2001.


NOTE 5 - BUSINESS COMBINATIONS

In January 2000, the Company acquired all of the outstanding shares of AGM, a
reporting public company with no prior operations. The Company elected successor
issuer status to become a reporting public entity upon the acquisition of AGM.
The purchase price was 2,200,000 shares of the Company's common stock at a fair
market value of $.136 per share. The acquisition has been accounted for as a
purchase. In connection with this transaction, the Company also issued 1,500,000
shares of common stock, also at a fair market value of $.136 per share, and
$50,000 for consulting services to another corporation that assisted in the
negotiation and completion of the transaction.

On June 28, 2000, the Company completed the acquisition of Maximum Return, a
network hardware and service provider. The Company received all of the
outstanding common shares of Maximum Return in exchange for 900,000 shares of
its common stock, of which 200,000 shares are held in escrow. Under the terms of
the escrow agreement, if Maximum Return's net assets were not equal to or
greater than $47,500 as of May 31, 2000, the Company would be entitled to
receive the number of escrowed shares equal to two multiplied by the difference
between the net asset amount and $50,000. On August 31, 2000, the Company filed
a claim with the escrow agent for the return of all of the escrowed shares
because based on available information, the Company believed MRD's net assets as
of May 31, 2000 were less than $47,500. The claim is pending final resolution.

The following pro forma financial information gives effect to acquisitions as if
they had been acquired at the beginning of fiscal year 2000. The pro forma
results were prepared for comparative purposes only and are not indicative of
the results of operations which actually would result had the acquisitions
occurred on the date indicated, or which may result in the future:


                                       9
<PAGE>


<TABLE>
<CAPTION>
                                                    QUARTER ENDED MARCH 31,
                                               --------------------------------
                                                    2001               2000
                                               -------------      -------------
<S>                                            <C>                <C>
Revenues                                       $      87,536            809,475
                                               -------------      -------------
Loss from operations                           $    (874,457)        (2,220,836)
                                               -------------      -------------
Net loss                                       $    (874,457)        (2,361,659)
                                               -------------      -------------

Basic & diluted loss per share                 $       (0.01)             (0.04)
                                               =============      =============

Basic & diluted weighted average
  common shares outstanding                      113,295,677         60,665,860
                                               =============      =============
</TABLE>

NOTE 6 - RELATED PARTY TRANSACTIONS

In January and February 2000, the Company and three of its officers and
directors, (chief executive officer ("CEO'), and chief financial officer ("CFO")
and the President of Lakota Oil) mutually agreed to separation. The settlement
agreements with the former CEO, required the Company to issue 4,000,000 shares
of common stock and pay $100,000 as compensation for past service. The Company
also paid $40,000 for the execution of the settlement agreement and consulting
services during the transition to new management. Each party mutually discharged
any indebtedness owed to the other and Cam Am Resources, Inc, a related party of
the former CEO. Accordingly, the Company accrued $500,000 at December 1999 as
compensation of the aforementioned past services, based on the fair market value
of the shares and cash issued pursuant to the terms of the agreement.

The settlement agreements with the former CFO and the President of Lakota Oil,
required the Company to issue an aggregate of 5,500,000 shares of common stock
and pay $100,000 to compensate them for past service. The Company paid an
aggregate of $65,000 for the execution of the agreements and consulting services
during the transition to new management. Consequently, the Company accrued
$2,760,500 at December 31, 1999, as compensation for the aforementioned past
services, based on the fair market value of the shares and cash issued pursuant
to the terms of the agreement

NOTE 7 - PRIOR PERIOD ADJUSTMENT

In April 2000, the board of directors approved the issuance of 4,240,000 shares
of common stock (fair market value of $1.156 per share ) to employees, officers
and directors of the Company as payment of compensation for services performed
from June 1999 through January 2000, and for which a liability was recorded as
of December 31, 1999.

By August, 2000, the market value of the aforementioned common shares fell
substantially below the valuation determined for the related payroll taxes, and
the employees and directors cancelled the stock compensation agreements with the
Company and cancelled and returned all of their shares, without any Company
obligation to the employees or directors.

The accompanying financial statements report the effect of such common stock
cancellation as a reduction of the related compensation that was accrued at
December 31, 1999. Accordingly, the Net Capital Deficiency at December 31, 1999
was decreased by $4,141,960.


                                       10
<PAGE>

NOTE 8 - WARRANTS & OPTIONS

On June 7, 2000, the board of directors approved the "2000 Long-term Incentive
Plan" reserving 30,000,000 shares of common stock for issuance under the plan.
The plan was approved by the Company's shareholders at the annual shareholder
meeting held on August 25, 2000. Under the plan, the board of directors may
grant incentive stock options, options which do not constitute incentive stock
options, stock appreciation rights, restricted stock awards, performance share
awards, stock value equivalent awards, or any combination of the foregoing to
eligible employees and consultants. All incentive stock options must be granted
at a price of not less than the fair market value at the time of the grant.
Total options granted to eligible employees under the plan are 25,011,000, at
exercise prices ranging from $.03 to $.48 per share. The weighted average
exercise price of the outstanding options is $.19 per share. As of March 31,
2001, 3,075,000 options were exercisable.

The following table presents a summary of the Company's warrants outstanding as
of March 31, 2001:

<TABLE>
<CAPTION>
                                                                   AVERAGE
                                                    SHARES      EXERCISE PRICE
                                                 -----------    --------------
<S>                                              <C>            <C>
Outstanding, January 1, 2001                      19,538,571     $      0.29
   Granted                                            91,751            0.01
   Expired                                       (16,857,143)          (0.31)
                                                 -----------     -----------
Outstanding, March 31, 2001                        2,773,179            0.18
                                                 ===========     ===========
</TABLE>

NOTE 9 - COMMON STOCK TRANSACTIONS

In January 2000, the Company issued in exchange for prior services an aggregate
of 775,000 shares of common stock to four professionals and consultants. The
aggregate amount of $206,150, representing the fair market value of the stock on
the date of issuance, was expensed in the six months ended June 30, 2000. In
addition, the Company issued 605,000 shares of common stock to a professional
for legal services performed in 1999 and 2000. The total amount of $160,930,
representing the fair market value of the common stock on the date of issuance,
was expensed half in 1999 and the remainder in the first quarter of 2000.

In the first quarter of 2000, the Company completed a private placement raising
$2,000,000 by offering 20,000,000 shares of the Company's common stock at $.10
per share. The offering also included for every two shares purchased, a warrant
to acquire an additional share of common stock at $.50, exercisable for a period
of one year from the date of issuance.

On March 22, 2000, the Company acquired a CLEC license, a contract that entitles
the Company to resell Southwestern Bell Telephone Company products and services
at a 32% discount, for $217,000 and 100,000 shares of common stock. In August
2000, the Company received approval from the Texas Public Utilities Commission
to transfer the CLEC license to the Company.

In January 2001, the Company sold to two accredited investors 10,272,727 shares
of common stock valued at $.028 per share. During the month, it also issued
915,751 shares of common stock and warrants to acquire another 91,575 shares,
valued at $.011 to another accredited investor for a subscription received in
December 2000.

In February 2001, the Company sold to two accredited investors 14,806,027 shares
of common stock, valued at $.022 per share.

In March 2001, the Company issued 12,347,962 shares of common stock, valued at
$.031 per share, in lieu of cash compensation accrued at December 31, 2000.

NOTE 10 - 8 % SERIES A CONVERTIBLE PREFERRED STOCK

On August 14, 2000, the Company executed a financing arrangement whereby the
Company would issue 8% Series A Convertible Preferred Stock in order to raise a
minimum of $1,000,000, and a maximum of $3,000,000. Pursuant to the agreement,
the Company has sold 1,900 shares of the 8 % Series A Convertible Preferred
Stock and has issued warrants to acquire 760,000 shares of common stock.


                                       11
<PAGE>

The preferred stock must be converted into common stock by August 2002, based on
a conversion price per share equal to the lesser of $.50 or a 25% discount to
the five-day average closing bid price at the time of conversion. Interest
expense totaling $633,333 has been recorded by the Company to reflect the
conversion discount based on the market value of the Company's common stock on
the date the preferred shares were sold.

For each $100,000 invested, the Company issued to the preferred stockholder
five-year warrants to acquire 20,000 shares of common stock with an exercise
price per share equal to the closing bid price of the common stock on the date
of purchase. The Company agreed to pay a 10% placement fee, and to issue
five-year warrants to acquire 200,000 shares of common stock for every
$1,000,000 raised in the convertible preferred stock offering. The Company has
certain rights to redeem the convertible preferred stock prior to its
conversion.

The Company's articles of incorporation include various stipulations, including
a) no dividends shall be paid on common stock while the preferred shares are
outstanding, b) the preferred shares shall receive options or warrants to
purchase common stock on a pro-rata basis when any such options and warrants are
extended to common stock shareholders, c) the preferred share holders may elect
to have the Company redeem their shares prior to the consummation of a major
transaction and d) upon liquidation, each preferred share shall receive a
preferential distribution, amounting to $1,000 plus an 8% per annum premium,
before any distributions are made to common shareholders.

If all shares were converted into common stock at April 30, 2001, the Company
would issue approximately 210,000,000 shares of common stock.

On April 12, 2001, the Company entered into a Second Modification Agreement with
the shareholder of the Series A Convertible Preferred Stock, which includes the
following provisions:

     o    The Company agreed to seek shareholder approval of an amendment to its
          articles of incorporation to increase the number of authorized shares
          of common stock from 300,000,000 to at least 800,000,000.

     o    The holders of the Series A Convertible Preferred Stock waive their
          conversion rights and rights to cause 2-Infinity to redeem any of the
          Series A Convertible Preferred Stock until after the articles of
          incorporation have been amended.

     o    The effectiveness of these provisions will occur when the Company has
          received from the sale of its common stock at least $1 million, which
          has not occurred as of the date of this report.

The Company has agreed to file a registration statement covering the shares of
the common stock underlying the foregoing warrants and convertible preferred
stock. If the registration is not declared effective within a stipulated
timeframe, the conversion discount would be increased by 3% for each 30-day
period occurring after the deadline. The registration statement effective date
deadline has been extended until 90 days following the charter amendment date.

NOTE 11 - LEGAL MATTERS

2-Infinity is currently in the process of attempting to resolve a claim, alleged
by Pilares Oil & Gas, Inc., through arbitration. Pilares is seeking damages in
the amount of $400,000 plus interest. 2-Infinity is seeking, in a counterclaim,
the return of shares of common stock previously issued to Pilares, alleging that
Pilares misrepresented to the Company the appraisal value of its interest in an
oil & gas lease. Arbitration is expected to be scheduled for April 2001.

Partners Alliance Group, Inc. ("PAG"), a former affiliate of Maximum Return, has
filed a lawsuit against the Company in the amount of $59,515 for services and
products purportedly sold to Maximum Return, prior to the Company's acquisition
of Maximum Return. The Company believes the claim is without merit and that PAG
misrepresented the amount of Maximum Return's liabilities at date of
acquisition.

NOTE 12 - SUBSEQUENT EVENTS

As of April 30, 2001, the Company was required to reserve for issuance,
27,759,179 shares of common stock for outstanding options and warrants. Based on
the market values for its common stock during the five consecutive business day
period ending April 30, 2001, and the floating conversion rate included in the
8%

                                       12
<PAGE>

Series A Convertible Preferred Stock agreements, the Company was also required
to reserve for issuance, an additional 210,000,000 shares of common stock under
those agreements. The 138,543,091 outstanding shares plus the number of shares
that are reserved for issuance under existing agreements, including stock
subscriptions received during April 2001, exceeds the 300,000,000 shares of
common stock it is authorized to issue by approximately 76 million shares.


Item 2. Management's Discussion and Analysis or Plan of Operation.

                       2-INFINITY, INC. AND SUBSIDIARIES

IN ACCORDANCE WITH THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995, THE COMPANY NOTES THAT CERTAIN STATEMENTS IN THIS
FORM 10-QSB WHICH ARE FORWARD-LOOKING AND WHICH PROVIDE OTHER THAN HISTORICAL
INFORMATION, INVOLVE RISKS AND UNCERTAINTIES THAT MAY IMPACT THE COMPANY'S
RESULTS OF OPERATIONS. THESE FORWARD-LOOKING STATEMENTS INCLUDE, AMONG OTHERS,
STATEMENTS CONCERNING THE COMPANY'S GENERAL BUSINESS STRATEGIES, FINANCING
DECISIONS, AND EXPECTATIONS FOR FUNDING CAPITAL EXPENDITURES AND OPERATIONS IN
THE FUTURE. WHEN USED HEREIN, THE WORDS "BELIEVE," "PLAN," "CONTINUE," "HOPE,"
"ESTIMATE," "PROJECT," "INTEND," "EXPECT," AND SIMILAR EXPRESSIONS ARE INTENDED
TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. ALTHOUGH THE COMPANY BELIEVES THAT
THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON
REASONABLE ASSUMPTIONS, NO STATEMENTS CONTAINED IN THIS FORM 10-QSB SHOULD BE
RELIED UPON AS PREDICTIONS OF FUTURE EVENTS. SUCH STATEMENTS ARE NECESSARILY
DEPENDENT ON ASSUMPTIONS, DATA OR METHODS THAT MAY BE INCORRECT OR IMPRECISE AND
MAY BE INCAPABLE OF BEING REALIZED. THE RISKS AND UNCERTAINTIES INHERENT IN
THESE FORWARD-LOOKING STATEMENTS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THOSE EXPRESSED IN OR IMPLIED BY THESE STATEMENTS.

IMPORTANT RISK FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THE EXPECTATIONS REFLECTED IN ANY FORWARD-LOOKING STATEMENT HEREIN INCLUDE AMONG
OTHER THINGS: (1) THE ABILITY OF THE COMPANY TO QUICKLY PENETRATE THE MARKET
WITH ITS CURRENT METHOD OF TECHNOLOGY AGAINST LARGER, WELL-FINANCED COMPETITORS
WITHIN THE MARKETPLACE; (2) THE ABILITY OF THE COMPANY TO GENERATE REVENUES IS
SUBSTANTIALLY DEPENDENT UPON CONTINUED GROWTH IN THE USE OF THE INTERNET AND THE
INFRASTRUCTURE FOR PROVIDING INTERNET ACCESS AND CARRYING INTERNET TRAFFIC; (3)
THE ABILITY OF THE COMPANY TO ATTRACT AND RETAIN KEY OFFICERS, KNOWLEDGEABLE
SALES AND MARKETING PERSONNEL AND HIGHLY TRAINED TECHNICAL PERSONNEL; (4) THE
ABILITY OF THE COMPANY TO MINIMIZE EXPENSES AND EXPOSURES RELATED TO OIL AND GAS
PROPERTIES IN WHICH OTHER COMPANIES HAD CONTROL OVER THE MANNER IN WHICH
OPERATIONS WERE CONDUCTED ON SUCH PROPERTIES, INCLUDING COMPLIANCE WITH SAFETY
AND ENVIRONMENTAL STANDARDS; (5) THE ABILITY OF THE COMPANY TO OBTAIN ADDITIONAL
FINANCING FROM PUBLIC AND PRIVATE EQUITY MARKETS TO FUND OPERATIONS AND FUTURE
GROWTH; (6) THE ABILITY OF THE COMPANY TO GENERATE REVENUES TO COVER OPERATING
LOSSES AND POSITION THE COMPANY TO ACHIEVE POSITIVE CASH FLOW; AND (7)
CONVERSION OF THE OUTSTANDING SHARES OF THE COMPANY'S SERIES A PREFERRED STOCK,
NO PAR VALUE (THE "SERIES A PREFERRED STOCK"), COULD HAVE A SUBSTANTIALLY
DILUTIVE EFFECT ON THE INTERESTS OF THE CURRENT HOLDERS OF OUR COMMON STOCK.

READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THE FORWARD-LOOKING
STATEMENTS CONTAINED HEREIN, WHICH SPEAK ONLY AS OF THE DATE HEREOF. THE
INFORMATION CONTAINED IN THIS FORM 10-QSB IS BELIEVED BY THE COMPANY TO BE
ACCURATE AS OF THE DATE HEREOF. CHANGES MAY OCCUR AFTER THAT DATE, AND THE
COMPANY WILL NOT UPDATE THAT INFORMATION EXCEPT AS REQUIRED BY LAW IN THE NORMAL
COURSE OF ITS PUBLIC DISCLOSURE PRACTICES.


                                       13
<PAGE>

General

The Company was incorporated in the state of Colorado on July 14, 1995 to engage
in the acquisition and exploration of oil and gas properties. Since inception
(November 1995) through May 1999, 2-Infinity's sole business activity was
investment in interests in oil and gas exploration projects. The Company
incurred net losses of $8,446,189 and $356,468 for the years ended December 31,
1999 and 1998, respectively. Accordingly, 2-Infinity's management made a
strategic decision to diversify into the technology sector and eventually
dispose of its oil and gas assets. The Company is now an end-to-end provider of
managed voice, data, and networking solutions, which reported a loss of
$7,590,045 for the year ended December 31, 2000.

In January 2000, new board members and senior management were appointed to
oversee operations and raise additional capital. The new management adopted new
strategies and developed a plan of action, which included:

     o    Raising additional capital to cover costs associated with building the
          necessary operational infrastructure, and a service and support
          platform to execute our business plan.

     o    Forming strategic and technical alliances with leading manufacturers
          and facilities-based network providers in order to expand the
          development of our products and services.

     o    Implementing an aggressive customer acquisition effort in our target
          market, consisting of a direct sales force approach and a
          comprehensive marketing program and public relations campaign.

     o    Approving a plan to dispose of all remaining assets relating to the
          oil and gas exploration projects and, where necessary, to plug and
          abandon all other non-producing wells that could not be sold.

In the fourth quarter of 2000, 2-Infinity engaged in a restructuring plan. The
motivation for this plan was to become less dependent on external financing in
the face of changing market conditions. The plan's objectives are to reduce
expenses and increase sales effectiveness in the Houston market in order to
achieve positive cash flows. The preliminary results of this restructuring plan
at the end of 2000 included a reduction of monthly sales, general and
administrative expenses from an average of $500,000 per month during the last
half of 2000, to approximately $280,000 per month during the first quarter of
2001, while reducing staff from 64 persons to the current level of 28.

Management believes the completion of its plan will produce increased revenues
and cash flows. However, no assurances can be given that the Company will be
successful in the implementation of its plan or that the Company will be able to
raise additional funding in order to operate until it attains breakeven cash
flows from its operations.


Results of Operations

Revenue for the quarter ended March 31, 2001 totaled $87,536, compared to
$150,129 reported for the quarter ended March 31, 2000. The decrease of $62,593
can be attributed to several factors including a softening of the overall
economy, a change in the product lines offered by the Company and the Company's
restructuring.

Cost of sales for the quarter ended March 31, 2001 totaled $67,532, compared to
$86,263 that was reported for the quarter ended March 31, 2000. The erosion in
the gross profit margin reflects the impact of the Company's launch of its DSL
services in November 2000. During the first quarter of 2001, the Company
incurred monthly minimum charges for the DSL trunklines and related expenses
totaling $21,700. If the DSL revenue ($6,900) and the related aforementioned
expenses were eliminated from the Company's revenue and cost of sales, the
Company would report a gross margin of $34,804, or 43.2%, compared to a gross
margin of 42.5% for the quarter ended March 31, 2000.

Selling, general and administrative expenses for the quarter ended March 31,
2001 totaled $838,305, compared to $1,804,144 reported for the quarter ended
March 31, 2000. The decrease of $965,839 consists primarily of :


                                       14
<PAGE>

     o    Salaries and related costs that decreased by approximately $476,000,
          which reflects the restructuring effected during the last quarter of
          2000.

     o    Professional services and outside services, which declined by
          approximately $400,000.

Depreciation increased to $49,701 for the quarter ended March 31,2001, compared
to the $6,232 reported for the quarter ended March 31, 2000. The increase
reflects the increased capital expenditures in 2000 to develop the
infrastructure required by the Company's move into the technology sector.

Amortization for the quarter ended March 31, 2001 totaled $6,455, compared to
$503,200 reported for the quarter ended March 31, 2000. Management determined
that the goodwill associated with the acquisition of AGM, Inc. ($503,200) was
impaired because the carrying amount of that acquired asset might not be
recoverable. The total carrying amount of that asset was, therefore, charged to
the operations of the quarter ended March 31, 2000.

The Loss from Discontinued Operations of $140,467, consists of expenses
associated with the winding down of the Company's oil and gas investment
activities, and includes a provision for potential losses on disposition of
assets of $31,000.

Liquidity and Capital Resources

In January 2001, the Company sold to two accredited investors 10,272,727 shares
of common stock valued at $.028 per share. During that month, it also issued
915,751 shares of common stock and warrants to acquire another 91,575 shares,
valued at $.011, to another accredited investor.

In February 2001, the Company sold to two accredited investors 14,806,027 shares
of common stock, valued at $.022 per share.

In March 2001, the Company issued 12,347,962 shares of common stock, valued at
$.031 per share, in lieu of cash compensation accrued at December 31, 2000.

We expect to incur additional losses until our new business strategy results in
sufficient revenues to offset operating expenses and infrastructure costs. We
believe that this strategy, while initially requiring additional cash outlays,
will result in increased revenues. We expect our existing operations to continue
to result in negative cash flow and working capital deficiencies. These will
require 2-Infinity to continue to obtain additional capital or financing
approximating $2 million to provide working capital until the Company
anticipates achieving operating levels that will result in breakeven operating
cashflows. The necessary financing may be unavailable to 2-Infinity, or, if
available, may not be on satisfactory or favorable terms. It is possible that
additional equity financing will be highly dilutive to existing shareholders.

As of April 30, 2001, the Company was required to reserve for issuance,
27,759,179 shares of common stock for outstanding options and warrants. Based on
the market values for its common stock during the five consecutive business day
period ending April 30, 2001, and the floating conversion rate included in the
8% Series A Convertible Preferred Stock agreements, the Company was also
required to reserve for issuance, an additional 210,000,000 shares of common
stock under those agreements. The outstanding shares plus the number of shares
that are reserved for issuance under existing agreements, including stock
subscriptions received during April 2001, exceeds the 300,000,000 shares of
common stock it is authorized to issue by approximately 76 million shares.


                                       15
<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

2-Infinity filed a complaint in December 1999 in the 80th District Court of
Harris County, Texas against Tiger Petroleum, Inc. and Mr. Kenny Vincent. This
claim is based on a breach of a settlement agreement entered into by 2-Infinity
and the defendants on March 25, 1999. 2-Infinity is seeking the return of
300,000 shares of common stock, plus attorney's fees and court costs. Discovery
has been commenced and it is anticipated that if this case is not resolved in
mediation, it will be docketed for trial during the second quarter of 2001.

2-Infinity is attempting to resolve a claim alleged by Pilares Oil & Gas, Inc.
through arbitration. Pilares alleges that 2-Infinity , known at that time as
Lakota Energy, breached an agreement entered into in November 1996 and a
purported amendment entered into in December 1996 relating to a purchase of 80%
of Pilares' net revenue in approximately 1,600 acres known as the Glass Mountain
Lease "A West" Project. Pursuant to the agreement, Lakota Energy was to acquire
99% of the outstanding capital stock of West Bolt Energy, Inc. and Pilares was
to transfer its interest in the Glass Mountain Lease "A West" Project to West
Bolt Energy. The Company issued 812,500 shares of common stock to Pilares and
was to pay $400,000 in cash to West Bolt Energy. Pilares is seeking damages in
the amount of $400,000 plus interest from 2-Infinity based on the purported
amendment, which changes the payee of the $400,000 to Pilares. 2-Infinity is
challenging the effectiveness of the purported amendment. Additionally,
2-Infinity is seeking, in a counterclaim against Pilares, the return of the
shares of common stock issued to Pilares. The counterclaim also alleges that
Pilares fraudently induced 2-Infinity to enter into the original contract based
on appraisals Pilares provided indicating that its interests in the Glass
Mountain Lease "A West" Project had a value of approximately $30,000,000, which
later proved to have a value of approximately $300,000.

Partners Alliance Group, Inc. ("PAG") a former affiliate of Maximum Return, has
filed a lawsuit against the Company in the amount of $59,515 for services
rendered and products sold to Maximum Return, prior to the Company's acquisition
of Maximum Return. The Company's position is that:

     o    The consulting services that represent a substantial part of the claim
          were never provided to Maximum Return.

     o    The products allegedly provided to Maximum Return had no market value
          and were actually taken back by PAG.

     o    The existence of any or part of the invoices was not disclosed to the
          Company by Maximum Return and PAG at the time the Company acquired
          Maximum Return.


                                       16
<PAGE>

Item 2.   Changes in Securities.

During January, the Company sold to:

     o    Fahad Tammimi 7,272,727 shares of common stock at a purchase price of
          $.028 per share.

     o    Jeff Runner 3,000,000 shares of common stock at a purchase price of
          $.028 per share.

     o    Mark Hurd 915,751 shares of common stock at a purchase price of $.011
          per share.

During February, the Company sold to:

     o    Fahad Tammimi 4,578,755 shares of common stock at a purchase price of
          $.022 per share.

     o    Jeff Runner 10,227,272 shares of common stock at a purchase price of
          $.022 per share.

During March 2001, the Company issued 12,347,962 shares of common stock valued
at $.031 per share, in lieu of cash compensation accrued at December 31, 2000,
as follows:

<TABLE>
<S>                                                                                    <C>
          Majed M. Jalali, Chairman of the Board, and Chief Executive Officer          4,006,410 shares

          Ahmed D. Alumran, Chief Information Officer and Director                     4,314,596 shares

          Patrick Cody Morgan, former President, Chief Operating Officer,
             Secretary and Director                                                    2,670,940 shares

          Kelley N. Nispel, former Chief Financial Officer, Treasurer
             And Director                                                              1,356,016 shares
</TABLE>

For all securities transactions discussed above, except where otherwise
indicated:

     o    No underwriter or placement agent was used in connection with any of
          the above-referenced securities transactions, and no underwriting
          commissions were paid.

     o    No means of general solicitation was used in offering the securities.

     o    The securities in each transaction were sold to a limited group of
          accredited investors in private placement transactions, exempt from
          registration under Section 4(2) of the Securities Act.

     o    All purchasers of the Company's securities were sophisticated
          investors who qualified as accredited investors within the meaning of
          Rule 501(a) of Regulation D under the Securities Act.

Item 3.   Defaults Upon Senior Securities.

          None.

Item 4.   Submission of Matters to a Vote of Security Holders.

          None.

Item 5.   Other Information.

          Not applicable.

Item 6.   Exhibits and Reports on Form 8-K.

          (a)  Exhibits

2.1*      Agreement and Plan of Reorganization dated November 6, 1996 between
          Lakota Energy, Inc. and Chancellor Trading Group, Inc. (incorporated
          herein by reference to Exhibit 2.1 of the Company's Registration
          Statement on Form SB-2 (File No. 333-88575) filed with the Commission
          on October 7, 1999 (the "Company's October 1999 SB-2")).


                                       17
<PAGE>

2.2*      Reorganization and Stock Purchase Agreement dated May 28, 1999 between
          Lakota Energy, Inc., 2-Infinity.com, Inc., a Texas corporation, and
          Majed Jalali (incorporated herein by reference to Exhibit 2.2 of the
          Company's October 1999 SB-2).

2.3*      Reorganization and Stock Purchase Agreement dated June 8, 1999 between
          Lakota Energy, Inc. and Voice Design, Inc. and its shareholders
          (incorporated herein by reference to Exhibit 2.3 of the Company's
          October 1999 SB-2).

2.4*      Stock Transfer Agreement dated June 14, 1999 between Lakota Energy,
          Inc. and Lakota Oil and Gas, Inc (incorporated herein by reference to
          Exhibit 2.4 of the Company's October 1999 SB-2).

2.5*      Exchange Agreement between Lakota Technologies, Inc. and certain AGM
          shareholders dated as of January 18, 2000 (incorporated herein by
          reference to the Company's Current Report on Form 8-K filed with the
          Commission on January 18, 2000).

2.6*      Agreement and Plan of Merger of 2-Infinity.com, Inc., a Texas
          corporation, and AirNexus, Inc., a Texas Corporation, dated January
          27, 2000 (incorporated herein by reference to Exhibit 1.1 of the
          Company's Current Report on Form 8-K filed with the Commission on
          February 8, 2000).

2.7*      Stock Purchase Agreement dated as of April 1, 2000 between
          2-Infinity.com, Inc. and the Shareholders of Maximum Return &
          Development, Inc., a Pennsylvania corporation (incorporated herein by
          reference to Exhibit 2.7 of the Company's Registration Statement on
          Form SB-2 (File No. 333-47962) filed with the Commission on October
          13, 2000 (the "Company's October 2000 SB-2")).

3.1*      Articles of Incorporation of Chancellor Trading Group, Inc. filed July
          14, 1995 (incorporated herein by reference to Exhibit 3.1 of the
          Company's October 1999 SB-2).

3.2*      Articles of Merger between Lakota Energy, Inc. and Chancellor Trading
          Group, Inc. filed December 27, 1996 (incorporated herein by reference
          to Exhibit 3.2 of the Company's October 1999 SB-2).

3.3*      Articles of Amendment to the Articles of Incorporation of Lakota
          Energy, Inc. filed August 4, 1999 (incorporated herein by reference to
          Exhibit 3.3 of the Company's October 1999 SB-2).

3.4*      Articles of Amendment to the Articles of Incorporation of Lakota
          Technologies, Inc. filed May 8, 2000 (incorporated herein by reference
          to Exhibit 3.5 of the Company's Quarterly Report on Form 10-QSB for
          the quarter ended March 31, 2000).

3.5*      Articles of Amendment to the Articles of Incorporation of
          2-Infinity.com, Inc. filed August 17, 2000 (incorporated herein by
          reference to Exhibit 3.5 of the Company's October 2000 SB-2).

3.6*      Articles of Amendment to the Articles of Incorporation of
          2-Infinity.com, Inc. filed August 31, 2000 (incorporated herein by
          reference to Exhibit 3.6 of the Company's October 2000 SB-2).

3.7*      Bylaws, as amended (incorporated herein by reference to Exhibit 3.4 of
          the Company's October 1999 SB-2).

4.1*      Text of Common Stock Certificate (incorporated herein by reference to
          Exhibit 4.1 of the Company's October 2000 SB-2).

4.2*      Text of Series A Preferred Stock Certificate (incorporated herein by
          reference to Exhibit 4.2 of the Company's October 2000 SB-2).

10.1*     Office Space Lease dated June 16, 1999 between W9/LWS II Real Estate
          Limited Partnership, a Delaware limited partnership, and
          2-Infinity.com,, Inc., a Texas corporation, for the premises located
          at 4828 Loop Central Drive, Suite 150, Houston, Texas 77081
          (incorporated herein by reference to Exhibit 10.1 of the Company's
          October 2000 SB-2)


                                       18
<PAGE>

10.2*     License Agreement dated July 14, 1999 between W9/LWS II Real Estate
          Limited Partnership, a Delaware limited partnership, and
          2-Infinity.com,, Inc., a Texas corporation, related to the
          installation of a satellite dish (incorporated herein by reference to
          Exhibit 10.2 of the Company's October 2000 SB-2).

10.3*     First Amendment to Lease dated September 27, 1999 between W9/LWS II
          Real Estate Limited Partnership, a Delaware limited partnership, and
          2-Infinity.com,, Inc., a Texas corporation (incorporated herein by
          reference to Exhibit 10.3 of the Company's October 2000 SB-2).

10.4*     Second Amendment to Lease dated March 29, 2000 between W9/LWS II Real
          Estate Limited Partnership, a Delaware limited partnership, and
          2-Infinity.com,, Inc., a Texas corporation (incorporated herein by
          reference to Exhibit 10.4 of the Company's October 2000 SB-2).

10.5*     Lease Agreement dated July 12, 1999 between Harvard Property (333 Sam
          Houston) L.P. and AirNexus, Inc., a Texas corporation, for the
          premises located at 333 N. Sam Houston Parkway E., Suite 820, Houston,
          Texas 77060 (incorporated herein by reference to Exhibit 10.5 of the
          Company's October 2000 SB-2).

10.6*     Sublease dated May 5, 2000 between 2-Infinity.com, Inc. and LynkTel,
          Inc., for the premises located at 333 N. Sam Houston Parkway E., Suite
          820, Houston, Texas 77060 (incorporated herein by reference to Exhibit
          10.6 of the Company's October 2000 SB-2).

10.7*     Lease Agreement dated December 17, 1996 between Lakota Energy, Inc.
          and Cigna Real Estate Fund T, Limited Partnership, for the premises
          located at 2849 Paces Ferry Road, Suite 710, Atlanta, Georgia, 30339
          (incorporated herein by reference to Exhibit 10.4 of the Company's
          October 1999 SB-2).

10.8*     First Amendment to Lease Agreement dated January 19, 2000 between The
          Realty Associates Fund IV, L.P., a Delaware limited partnership, and
          Lakota Technologies, Inc., for the premises located at 2849 Paces
          Ferry Road, Suite 710, Atlanta, Georgia, 30339 (incorporated herein by
          reference to Exhibit 10.8 of the Company's October 2000 SB-2).

10.9*     Oil and Gas Lease dated October 23, 1995 for the Bernard project
          (incorporated herein by reference to Exhibit 10.1 of the Company's
          October 1999 SB-2).

10.10*    Assignment of Oil, Gas and Mineral Lease dated March 15, 1996 for the
          Bernard project (incorporated herein by reference to Exhibit 10.2 of
          the Company's October 1999 SB-2).

10.11*    Oil Gas and Mineral Lease dated April 26, 1996 for the Glass Mountain
          project (incorporated herein by reference to Exhibit 10.3 of the
          Company's October 1999 SB-2).

10.12*    Employment Agreement between 2-Infinity.com, Inc. and Majed Jalali,
          effective June 1, 1999 (incorporated herein by reference to Exhibit
          10.5 of the Company's October 1999 SB-2).

10.13*    Letter Agreement and Amendment to Employment Agreement dated as of
          March 1, 2000 between Lakota Technologies, Inc. and Majed Jalali
          (incorporated herein by reference to Exhibit 10.13 of the Company's
          Annual Report on Form 10-KSB for the year ended December 31, 1999 (the
          "Company's 1999 10-KSB").

10.14*    Employment Agreement between Voice Design, Inc. and Patrick Cody
          Morgan effective June 14, 1999 (incorporated herein by reference to
          Exhibit 10.7 of the Company's October 1999 SB-2).

10.15*    Letter Agreement and Amendment to Employment Agreement dated as of
          March 1, 2000 between Lakota Technologies, Inc. and Patrick Cody
          Morgan (incorporated herein by reference to Exhibit 10.14 of the
          Company's 1999 10-KSB).

10.16*    Agreement and General Mutual Release dated January 6, 2000 for Ken
          Honeyman (incorporated herein by reference to Exhibit 10.1 of the
          Company's Registration Statement on Form S-8 (File No. 333-38304)
          filed with the Commission on June 1, 2000 (the "Company's June 2000
          S-8")).


                                       19
<PAGE>

10.17*    Addendum to Agreement and General Mutual Release and Escrow Agreement
          for Ken Honeyman dated January 20, 2000 (incorporated herein by
          reference to Exhibit 10.2 to the Company's June 2000 S-8).

10.18*    Agreement and General Mutual Release dated January 6, 2000 for Howard
          Wilson (incorporated herein by reference to Exhibit 10.3 to the
          Company's June 2000 S-8).

10.19*    Addendum to Agreement and General Mutual Release and Escrow Agreement
          for Howard Wilson dated January 20, 2000 (incorporated herein by
          reference to Exhibit 10.4 to the Company's June 2000 S-8).

10.20*    Escrow Agreement dated January 6, 2000 (incorporated herein by
          reference to Exhibit 10.5 to the Company's June 2000 S-8).

10.21*    Agreement and General Mutual Release dated February 3, 2000 for John
          B. Hayes. (incorporated herein by reference to Exhibit 10.6 to the
          Company's June 2000 S-8).

10.22*    Tut Systems, Inc. Value Added Reseller Agreement dated May 20, 1999
          (incorporated herein by reference to Exhibit 10.43 of the Company's
          October 1999 SB-2).

10.23*    Voice Solutions Reseller Agreement dated as of November 23, 1999,
          between 3Com Corporation and Air Nexus, Inc. (incorporated herein by
          reference to Exhibit 10.56 of the Company's October 1999 SB-2).

10.24*    Agreement for the Purchase and Sale of Assets dated as of March 22,
          2000, between 2-Infinity.com, Inc. and Afaneh, Inc. (incorporated
          herein by reference to Exhibit 10.16 of the Company's 1999 10-KSB).

10.25*    Warrant executed in favor of Dipak Bhatt to purchase 1,250,000 shares
          of common stock, expiring November 30, 2000 (incorporated herein by
          reference to Exhibit 10.45 of the Company's October 1999 SB-2).

10.26*    Warrant executed in favor of Dipak Bhatt to purchase 750,000 shares of
          common stock, expiring December 22, 2000 (incorporated herein by
          reference to Exhibit 10.47 of the Company's October 1999 SB-2).

10.27*    Warrant executed in favor of Michael A. Hancock and Steven D. Morrison
          to purchase 500,000 shares of common stock, expiring December 10, 2000
          (incorporated herein by reference to Exhibit 10.49 of the Company's
          October 1999 SB-2).

10.28*    Warrant executed in favor of Michael A. Hancock and Steven D. Morrison
          to purchase 250,000 shares of common stock, expiring December 17, 2000
          (incorporated herein by reference to Exhibit 10.51 of the Company's
          October 1999 SB-2).

10.29*    Stock Purchase Agreement dated September 28, 1999 by and between the
          Company and Matt Hensley (incorporated herein by reference to Exhibit
          10.52 of the Company's October 1999 SB-2).

10.30*    Warrant dated September 28, 1999 by and between the Company and Matt
          Hensley (incorporated herein by reference to Exhibit 10.53 of the
          Company's October 1999 SB-2).

10.31*    Warrant executed in favor of H.L. Bolkema to purchase 22,800 shares of
          common stock, expiring February 2, 2001 (incorporated herein by
          reference to Exhibit 10.31 of the Company's October 2000 SB-2).

10.32*    Form of one-year Warrant, exercisable at $0.50 per share of common
          stock, issued to investors in the Company's $2,000,000 private
          placement during the first six months of 2000 (incorporated herein by
          reference to Exhibit 10.32 of the Company's October 2000 SB-2).


                                       20
<PAGE>

10.33*    Warrant executed in favor of Billy Sonnier to purchase 12,500 shares
          of common stock, expiring April 24, 2001 (incorporated herein by
          reference to Exhibit 10.33 of the Company's October 2000 SB-2).

10.34*    Warrant executed in favor of John R. Weaver to purchase 12,500 shares
          of common stock, expiring April 24, 2001(incorporated herein by
          reference to Exhibit 10.34 of the Company's October 2000 SB-2).

10.35*    Warrant exercised in favor of Forrest E. Singletary to purchase 25,000
          shares of common stock, expiring April 24, 2001 (incorporated herein
          by reference to Exhibit 10.35 of the Company's October 2000 SB-2).

10.36*    2000 Long-Term Incentive Plan (incorporated herein by reference to
          Appendix A to the Company's Proxy Statement on Schedule 14A filed with
          the Commission on July 11, 2000).

10.37*    Form of Securities Purchase Agreement entered into between Cache
          Capital "USA" LP and 2-Infinity.com, Inc. related to the sale of the
          Series A Preferred Stock (incorporated herein by reference to Exhibit
          10.37 of the Company's October 2000 SB-2).

10.38*    Form of Registration Rights Agreement entered into between Cache
          Capital "USA" LP and 2-Infinity.com, Inc. related to the sale of the
          Series A Preferred Stock (incorporated herein by reference to Exhibit
          10.38 of the Company's October 2000 SB-2).

10.39*    Placement Agency Agreement dated as of August 14, 2000 between J.P.
          Carey Securities, Inc. and 2-Infinity.com, Inc. related to the sale of
          the Series A Preferred Stock (incorporated herein by reference to
          Exhibit 10.39 of the Company's October 2000 SB-2).

10.40*    Escrow Agreement dated as of August 11, 2000 between The Bank of New
          York, J.P. Carey Securities, Inc. and 2-Infinity.com, Inc. related to
          the sale of the Series A Preferred Stock (incorporated herein by
          reference to Exhibit 10.40 of the Company's October 2000 SB-2).

10.41*    Form of Warrant executed in favor of Cache Capital "USA" LP relating
          to the sale of the Series A Preferred Stock (incorporated herein by
          reference to Exhibit 10.41 of the Company's October 2000 SB-2).

10.42*    Form of Warrant executed in favor of J.P. Carey Securities, Inc.
          relating to the sale of the Series A Preferred Stock (incorporated
          herein by reference to Exhibit 10.42 of the Company's October 2000
          SB-2).

10.43*    Notice of Approval of Transfer of CLEC License (incorporated herein by
          reference to Exhibit 10.43 of the Company's October 2000 SB-2).

* Incorporated herein as indicated.

          (b)  Reports on Form 8-K.

               None.

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<PAGE>

                                   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.

                                               2-INFINITY, INC.

Date: May 11, 2000                             By:  /s/ Majed Jalali
                                                   -----------------------------
                                               Name: Majed Jalali
                                               Title: President and Chief
                                               Executive Officer



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