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

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 1


[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

      For the Fiscal Year ended:  March 31, 2001

                                      OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

      For the transition period from ___________ to __________

                        Commission File No.  0-17204

                                 INFINITY, INC.
       (Exact Name of Small Business Issuer as Specified in its Charter)

             Colorado                               81-1070066
(State or Other Jurisdiction of             (I.R.S. Employer Identi-
Incorporation or Organization)                   fication Number)

                 211 West 14th Street, Chanute, Kansas 66720
         (Address of Principal Executive Offices, Including Zip Code)

Issuer's telephone number, including area code:  (620) 431-6200

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.   Yes [X]     No [ ]

Check if there is no disclosure of delinquent filers in response to item 405
of Regulation S-B contained in this form, and no disclosure will be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [  ]

State Issuer's revenues for its most recent fiscal year:  $8,860,269

As of June 7, 2001, 3,248,237 Shares of the Registrant's $0.0001 Par Value
Common Stock were outstanding. The aggregate market value of voting stock held
by nonaffiliates of the Registrant was approximately $34,779,852.

Documents incorporated by reference: Proxy statement for the Annual Meeting of
Shareholders to be held on July 19, 2001


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

     Infinity, Inc. ("Infinity" or the "Company") was organized as a Colorado
corporation on April 2, 1987.

     On January 21, 1994, Consolidated Industrial Services, Inc.
("Consolidated"), a newly-formed, wholly-owned subsidiary of the Company,
acquired substantially all of the assets and operations, and assumed certain
liabilities, of Consolidated Oil Well Services, Inc. ("COWS") pursuant to an
Asset Purchase Agreement dated January 7, 1994 ("Agreement"), among the
Company, Consolidated, COWS and Edsel E. Noland, the President and sole
shareholder of COWS, for consideration valued at $5,000,000.

     COWS was established in 1957 by Edsel E. Noland, and has been engaged in
providing services to the oil and gas well industry in Kansas and portions of
surrounding states. This business has included providing fracturing,
cementing, acidizing, and nitrogen services as well as trucking of fluids.

     On September 9, 2000 the articles of incorporation of Consolidated
Industrial Services, Inc. were amended in order to change the name of the
subsidiary to Consolidated Oil Well Services, Inc.

     In September 1995, Infinity Oil and Gas, Inc. ("IOG") was created to
pursue exploration and development opportunities in the oil and gas industry.
The Company owned 55% of the common shares of IOG for which it paid $550 and
during the year ended March 31, 1996, invested $120,000 in preferred stock of
IOG. From April 1, 1996 through February 1997, the Company invested an
additional $59,000 in IOG's preferred stock.

     During February 1997, the Company and IOG agreed to the cancellation of
the Company's preferred stock and a portion of its Common Stock, reducing the
Company's ownership in IOG to 10% of its Common Stock. In exchange for such
cancellation, the Company received a promissory note in the amount of $50,000
that was subsequently repaid. In addition, the Company will receive an
overriding royalty on certain oil and gas leases held by IOG known as the
"Redstone Project." The amount of the overriding royalty will be based on the
terms of the sale of the Redstone Project by IOG. During July 1997, the
Company agreed to cancel the remaining 10% common stock interest in IOG in
conjunction with the acquisition of a gas development property.

     In November 1995, CIS Oil and Gas, Inc. ("COG"), a wholly owned
subsidiary, was created to acquire mineral rights and to develop and operate
properties. During the year ended March 31, 1996 COG acquired rights to
approximately 24,000 acres of land in the Raton Basin in Southeastern
Colorado, and drilled fifteen wells to produce coal bed methane gas from this
property. During the year ended March 31, 1997, the Company drilled an
additional five wells and built a pipeline system on the property to connect
the wells to the Colorado Interstate Gas pipeline. During the year ended March
31, 1998, the Company drilled an additional ten wells and began commercial gas
production, and also acquired development rights to approximately 17,000
additional acres of land in the Raton Basin. During the summer of 1998, the


                                       2


Company entered into joint venture agreements with Evergreen Resources, Inc.
("Evergreen") concerning the development of these properties, and then,
effective December 31, 1998, the Company sold all of its interest in these
properties to Evergreen. As a result of this sale, COG is now inactive.

     In January 1997, Consolidated Pipeline, Inc. ("CPI"), a wholly owned
subsidiary, was reorganized to operate the Company's gas gathering pipeline
system constructed to connect the wells on the Raton property to the Colorado
Interstate Gas pipeline. The pipeline system was sold to Evergreen during
1998. As a result, this subsidiary is now also inactive.

     At the close of business on March 24, 1999, the Company effected a
1-for-4 reverse split of its outstanding Common Stock. All share numbers and
per share amounts in this report give effect to this reverse split.

     Effective August 16, 1999 CIS and Infinity acquired Powder River
Cementers, LLC, a well cementing company located in Gillette, Wyoming for
$394,638 including acquisition costs, and 100,000 shares of Infinity common
stock were placed in escrow contingent on certain performance levels being
reached by the business that was acquired. On March 20, 2000 as final
settlement on the acquisition, the Company paid an additional $200,000 to the
former owners of Powder River Cementers, LLC. With this payment, the Company
settled all outstanding issues related to receivables and payables associated
with the acquisition and the shares in escrow were returned to the Company.
Assets of this company included a cement pump truck, bulk cement truck and a
bulk cement blending and storage facility. In addition to the physical assets,
the Company acquired the rights to an agreement to provide cementing services
for up to 1,000 wells being drilled by a major operator in the basin.

     Infinity Oil and Gas of Kansas, Inc. ("IOG-KS"), a wholly owned
subsidiary of the Company, incorporated in February 2000, acquired a working
interest in the Cherokee Basin of Eastern Kansas through the signing of a
joint venture with Verde Oil Company ("Verde") during the fiscal year ended
March 31, 2000. IOG-KS acquired a 100% working interest until payout, 80% net
revenue interest, in an 80-acre lease to be developed as an enhanced oil
recovery project. IOG-KS, with Verde as the operator, has drilled 33 wells and
currently has production flowing from sixteen of the wells. Sixteen of the
wells will be utilized as injection wells for a polymer injection enhanced oil
recovery project, with the remaining well being a water supply well for the
injection facility. IOG-KS also has the option to drill 88 additional and
recomplete 83 existing wells on offsetting acreage in conjunction with the
project. A 50% working interest, 40% net revenue interest in the property,
will revert to Verde when the costs of project development have been
recovered. Reserve reports prepared by independent petroleum engineers show
estimated proved reserves of 299,587 barrels of oil with a discounted pretax
future net cash flow of $3,963,023 for the conventional water flood
development that is in place.  A director of the Company is a partner and
Operations Manager for Verde.

     In September 2000 IOG-KS expanded its oil production operations with the
acquisition of sixteen active oil producing leases which encompass
approximately 2,000 acres located in the Owl Creek Field, Woodson County,
Kansas.  The Company owns a 100% working interest and 87.5% revenue interest
in the property.  The reserve reports prepared by independent petroleum
engineers show proved reserves of 144,986 barrels of oil with a discounted
pretax future net cash flow of $1,200,499.

                                       3



     Infinity Oil and Gas of Wyoming, Inc. ("IOG-WY"), a wholly owned
subsidiary of the Company was incorporated in January 2000 for the purpose of
acquiring leasehold with the intent of exploring for and developing coal bed
methane reserves.  To date IOG-WY has acquired leases on three projects that
include 66,500 acres.  IOG-WY acquired a working interest in a coal bed
methane property known as "Labarge" that contains 24,500 gross acres in the
Green River Basin of Wyoming. The lease on approximately 19,500 acres of the
property is subject to 30% participation election by the original lessor of
the acreage. If the party chooses not to participate in the drilling and
completion of a well, then the 100% working interest and the approximately 80%
associated revenue interest is retained by IOG-WY until the individual well
has generated earnings to recover the cost of the well plus the 300%
non-consent penalty. The Company has acquired a 100% working interest, with no
working interest provisions, and an approximate 80% net revenue interest on
the remaining 5,000 acres of the property. IOG-WY has drilled one coal bed
methane gas well and expects to drill four additional wells by the end of the
second quarter of fiscal year 2002 on the Labarge acreage. An additional
prospect know as "Pipeline" was acquired in July of 2000 with the acquisition
of 15,000 acres of leasehold.  This acreage is also in the Greater Green River
Basin of Wyoming, but is separate from the Company's Labarge acreage.  The
Company acquired an initial 100% working interest and an 82.5% net revenue
interest in the property.  The original owner of the lease has the option to
elect to participate as a 25% working interest owner with a 20.625% net
revenue interest.  Through Federal and State lease auctions the Company has
expanded its acreage position in the project by 13,000 acres, bringing its
total acreage in the project to 28,000 acres.  The Company has permitted ten
gas wells and two saltwater disposal wells on the Pipeline project and has
drilled and completed five of the gas wells and one of the disposal wells.
Production testing and dewatering continue on the five completed wells and the
Company expects to have the wells connected to commercial pipeline facilities
by June 30, 2001.  Surface casing has been set on the additional five gas
wells that have been permitted and these wells should be completed during the
second quarter of fiscal year 2002.  Both saltwater disposal wells are
expected to be operational within that same time frame.  Reserve reports for
the Pipeline project prepared by independent petroleum engineers show total
proved not producing reserves of 4,129,933 MCF net to the Company's interest,
with discounted future net cash flow before income taxes of $6,897,242.  In
addition to the proved not producing reserves, the Company will receive credit
for four offset locations classified as proved undeveloped reserves.  These
four locations are estimated to have reserves of 5,014,828 MCF net to the
Company's interest, with discounted future net cash flow before income taxes
of $7,501,402.

     IOG-WY acquired leases on 16,000 acres of coal bed methane property in
the Piceance Basin in Northwestern Colorado in November 2000.  The Company
acquired a 100% working interest in the property.  Under the terms of the
lease agreement the Company must drill a total of five wells within the first
five years of the lease.

     On October 31, 1999, CIS-Oklahoma, Inc. ("CIS-OK"), a wholly owned
subsidiary of the Company acquired the real property and facilities that the
Company was leasing and occupying in Chanute and Ottawa, Kansas and
Bartlesville, Oklahoma from Consolidated Oil Well Services, Inc. ("COWS") for




                                       4



$210,000. COWS is the former owner of the oil and gas well service assets
purchased by Consolidated Industrial Services, Inc. ("CIS") in January of
1994.

     Unless the context otherwise requires, Infinity, Inc. and its
subsidiaries, Consolidated, IOG-KS, IOG-WY, CIS-OK and the inactive
subsidiaries; Infinity Research and Development, Inc. ("IRD"), L.D.C. Food
Systems, Inc. ("LDC"), COG, and CPI are referred to herein collectively as the
"Company".

BUSINESS ACTIVITIES

     The Company is primarily engaged in providing oil and gas well services
through Consolidated and in the identification, acquisition, and development
of oil and gas properties through IOG-KS and IOG-WY. The Company also operates
a wastewater treatment facility on a limited basis.

     The Company's Consolidated subsidiary provides services associated with
drilling and completion of oil and gas wells, including cementing, acidizing,
fracturing, nitrogen pumping and water hauling. Consolidated previously
provided on-site remediation services for hazardous and non-hazardous waste,
and operated a centralized water treatment facility and facilities to treat
brine water produced by oil and gas wells. In 1996, these facilities were
leased to and operated by an unrelated environmental services company. In
August 1998, the environmental services company abandoned these facilities
(See "Legal Proceedings") and the Company resumed operations. The Company
immediately shut down the facility in Chanute, Kansas and has dismantled that
facility.  The Cheyenne, Wyoming facility operates on a limited basis.

     The Company's IOG-KS and IOG-WY subsidiaries are engaged in the
acquisition and development of oil and gas properties. The activities of these
companies focus on the acquisition of interests that allow the company to
utilize its experience gained and assets owned as the largest oil and gas well
service provider in Eastern Kansas and Northeastern Oklahoma. IOG-KS current
interest focuses on the production of oil from an enhanced oil recovery
project in the Cherokee Basin of Eastern Kansas. IOG-WY has acquired an
interest in the Green River Basin of South West Wyoming for the purpose of
producing Coal Bed Methane Gas. For a complete description of the properties
and the activities related to these properties see "Item 2. Description of
Property   Oil and Gas Interest in Leasehold Acreage".

COMPETITION

     In the oil field services division the Company has limited competition in
Eastern Kansas. In Northeastern Oklahoma the Company competes with
Halliburton, a major oil field service company, and several small local
companies. The Company's bulk materials facilities, experienced work force,
and well maintained fleet of service vehicles puts it at an advantage and the
Company expects to see revenues to continue to improve in these locations.

     The Company continues to see competition from three major service
companies: Halliburton, BJ Services, and Dowell; and multiple smaller
cementing companies in Northeastern Wyoming. The Company may be at a
competitive disadvantage when compared to the major companies that are well
established with substantial financial resources. These companies can redirect

                                       5



assets and manpower, much like CIS has done, to insure that resources to meet
the growing demand are available. Some of the exploration and development
companies in this area also have the resources available to develop their own
service providers. The Company's ability to provide cementing services that
meet the market demand in a timely manner while providing quality service to
the wells will be crucial to the Company's ability to compete in this
extremely active market.

     Infinity's growth strategy includes the acquisition of oil and gas
properties. There can be no assurance, however, that the Company will be able
to successfully acquire identified targets, or have the financing available
for the acquisitions. Many companies are now focusing on the same types of
acquisitions that IOG-KS and IOG-WY are trying to make and many of these
companies have greater financial resources available for acquiring the
properties.

MAJOR CUSTOMERS

     The Company provided oil field services to over 450 customers through its
subsidiary, Consolidated Oil Well Services, Inc. during the fiscal year ended
March 31, 2001.  Prima Oil and Gas and Eakin Exploration purchased $644,925
and $616,139 in services, respectively, or about 7.3% and 7.0% respectively of
the Company's total revenue.

     Consolidated provided services to over 150 customers during the fiscal
year ended March 31, 2000.  Consolidated billed Pennaco Energy approximately
$630,000 and Black Rain/Spartain approximately $620,000 for services
accounting for approximately 12% each of the total revenues generated by the
Company during the fiscal year ended March 31, 2000.

EMPLOYEES

     The Company and its subsidiaries currently have approximately 95
employees. The Company intends to hire additional employees as the development
of its business require.

ITEM 2. DESCRIPTION OF PROPERY

BUSINESS PROPERTIES

     The Company's headquarters are located at 211 West 14th Street, Chanute,
Kansas 66720, along with the operating facilities of Consolidated's oil well
services business. This facility was originally leased from Consolidated Oil
Well Services, Inc. ("COWS"), the former owner of the business of
Consolidated, but was purchased from COWS in November of 1999. Funds for the
acquisition were obtained through a loan from a local bank, secured by the
properties.

     Consolidated is based on the business and operations acquired from COWS
in January of 1994 and Powder River Cementers, LLC in August of 1999. This
subsidiary provides numerous services associated with drilling and completion
of oil and gas wells, including cementing, acidizing, fracturing, nitrogen
pumping and water hauling. Consolidated provides these services out of service
facilities it owns in Chanute and Ottawa, Kansas; Bartlesville, Oklahoma; and
Gillette and Rock Springs, Wyoming utilizing a fleet of approximately 117

                                       6



vehicles. These vehicles were specifically designed to provide service to oil
and gas well operators working at depths ranging from 100 to 4,000 feet as is
usually the case in Eastern Kansas, Northeastern Oklahoma, and the coal bed
methane development of the Powder River and Green River Basins of Wyoming.

     The Company leases property near Cheyenne, Wyoming, which is the site of
the brine water treatment facility. Rent on this land lease is $1,000 per year
for a term of up to twenty-five years beginning July, 1994.

OIL AND GAS INTEREST IN LEASEHOLD ACREAGE

     In February of 2000 IOG-KS acquired, through a joint venture with Verde
Oil Company ("Verde"), a 100% working interest before payout in an 80-acre,
Verde operated lease in the Cherokee Field in Southeast Kansas known as the
Manson Lease. As a 100% working interest owner, IOG-KS is responsible for all
costs associated with the development of the property as a polymer augmented
water flood project. Total capital costs of this enhanced oil recovery project
were approximately $1,100,000 for the drilling of 16 injection wells, 16
producing wells and 1 water supply well, installation of oil gathering
facilities, and installation of the injection facilities on the property.

     The working interest acquired by IOG-KS is subject to a 20% royalty on
revenue generated and 50% working interest back-in provision held by Verde.
The joint venture agreement will allow IOG-KS to recover 100% of its
development costs prior to Verde regaining a 50% working interest in the
property. After payout, IOG-KS will have a 50% working interest and a 40% net
revenue interest. With the acquisition of the Manson Lease, IOG-KS also
received the option to drill an additional 88 wells and rework 83 wells on
offsetting properties under the same working interest provisions as were
utilized for the Manson Lease.

     In September 2000 IOG-KS expanded its oil production operations with the
acquisition of sixteen active oil producing leases which encompass
approximately 2,000 acres located in the Owl Creek Field, Woodson County,
Kansas.  The Company acquired the property for $510,000 through a public
auction and has invested an additional $17,400 to enhance the property's
production capabilities.  There are over 135 wells on the property including
over 105 wells drilled for oil production, eighteen wells for water injection
in order to provide reservoir enhancement, nine water supply wells and three
salt-water disposal wells.  The Company also acquired 80 acres of land on
which oil tank batteries and a production field office are located.  Total
cost of the land acquisition was $100,000.  The Company owns a 100% working
interest in all of the acreage and a 100% revenue interest in the land
purchased.  The remaining acreage is subject to a 12.5% royalty, giving the
Company an 87.5% net revenue interest.

     IOG-WY acquired a working interest in approximately 24,500 acres of Coal
Bed Methane mineral leases in the Labarge area of the Green River Basin of
South Central Wyoming in March 2000. IOG-WY acquired the leasehold for $1.1
million, or approximately $45.50 per acre and has spent an additional $234,420
in fees associated with perfecting the leases and lease rental and bonus
payments for a total leasehold investment of $1,263,741, or approximately
$51.58 per acre.  The lease on approximately 19,500 acres of the property is
subject to 30% participation election by the original lessor of the acreage.
If the party chooses not to participate in the drilling and completion of a

                                       7



well, then the 100% working interest and the approximately 80% associated
revenue interest is retained by IOG-WY until the individual well has generated
earnings to recover the cost of the well plus the 300% non-consent penalty.
The Company acquired a 100% working interest, with no working interest
provisions, and an approximate 80% net revenue interest on the remaining 5,000
acres of the property.   The Company has incurred $723,348 in cost to drill
one production well and reenter an existing well bore for evaluation as a
water disposal well. In addition to the direct cost incurred, the Company has
capitalized $310,974 in interest to the property as of March 31, 2001.
Drilling permits have been granted on three additional wells and the Company
expects the permitting for a fourth well to be completed by June 30 in order
for drilling activities to commence in the third quarter of fiscal 2002.

     The Pipeline prospect was acquired in July of 2000 with the acquisition
of approximately 15,000 acres of leasehold for $298,800, or about $20 per
acre.  This acreage is also in the Greater Green River Basin of Wyoming, but
is separate from the Company's Labarge acreage.  The Company acquired an
initial 100% working interest and an 82.5% net revenue interest in the
property.  The original owner of the lease has the option to elect to
participate as a 25% working interest owner with a 20.625% net revenue
interest.  Through Federal and State lease auctions the Company has expanded
its acreage position in the project by 14,400 acres, bringing its total
acreage in the project to 29,400 acres.  Including legal fees, permitting,
lease bonus payments and acquisition fees the Company has invested $1,267,609,
or $43.12 per acre in the project.  The Company has permitted ten gas wells
and two saltwater disposal wells on the Pipeline project and has drilled and
completed five of the gas wells and one of the disposal wells. The Company has
incurred costs of $2,255,198 as of March 31, 2001 to develop the property.
Production testing and dewatering continue on the five completed wells and the
Company expects to have the wells connected to commercial pipeline facilities
by June 30, 2001.  Surface casing has been set on the additional five gas
wells that have been permitted and these wells should be completed during the
second quarter of fiscal year 2002.  The two saltwater disposal wells are
expected to be operational within that same time frame.  In addition to the
direct cost incurred on the property, the Company has capitalized interest and
financing costs of $71,931 to the property.

     IOG-WY acquired leases on 16,237 acres of coal bed methane property in
the Antelope field of the Piceance Basin in Northwestern Colorado in November
2000 for the equivalent of approximately $36.00 per acre in cash and stock and
has capitalized $15,858 in interest to the property.  The Company acquired a
100% working interest and a 81.5% net revenue interest in the property.  Under
the terms of the lease agreement the Company must drill a total of five wells
within the first five years of the lease.

     The following table set forth the Company's oil and gas lease acreage and
the number of wells producing and drilled as of March 31, 2000 and 2001.
There was no acreage owned or wells producing or drilled as of March 31, 1999.







                                       8




                                            2000                2001
                                      Gross      Net      Gross      Net
                                      ------    ------    ------    ------
Labarge Undeveloped Acres             24,500    19,600    24,500    19,600
Labarge Developed Acres                 -         -         -         -
Labarge Producing Wells                 -         -         -         -
Labarge Exploratory Wells Drilled          1         1         1         1
Labarge Development Wells Drilled       -         -         -         -

Pipeline Undeveloped Acres              -         -       29,404    24,865
Pipeline Developed Acres                -         -         -         -
Pipeline Producing Wells                -         -         -         -
Pipeline Exploratory Wells Drilled      -         -            5         4
Pipeline Development Wells Drilled      -         -            1         1

Antelope Undeveloped Acres              -         -       16,237    13,233
Antelope Developed Acres                -         -         -         -
Antelope Producing Wells                -         -         -         -
Antelope Exploratory Wells Drilled      -         -         -         -
Antelope Development Wells Drilled      -         -         -         -

Cherokee Undeveloped Acres              -         -         -         -
Cherokee Developed Acres                  80        64        80        64
Cherokee Producing Wells                   2         2        21        17
Cherokee Exploratory Wells Drilled      -         -         -         -
Cherokee Development Wells Drilled        17        14        16        13

Owl Creek Undeveloped Acres             -         -         -         -
Owl Creek Developed Acres               -         -        2,000     1,750
Owl Creek Producing Wells               -         -          109        95
Owl Creek Exploratory Wells Drilled     -         -         -         -
Owl Creek Development Wells Drilled     -         -         -         -

OIL AND GAS RESERVES

     The table below sets forth the Company's quantities of proved reserves as
determined by independent petroleum engineers Fairchild and Wells, Inc. All of
these proved reserves were located in the continental U.S., and the present
value of estimated future net revenues from these reserves is on a
non-escalated basis discounted at 10 percent per year as of period indicated.
There has been no major discovery or other favorable or adverse event that is
believed to have caused a significant change in estimated proved reserves
subsequent to March 31, 2001.

                                       March 31, 2000     March 31, 2001
                                       --------------     --------------
Estimated Proved Gas Reserves (MCF)              --           9,144,761
Estimated Proved Oil Reserves (BLS)         110,500             444,573
Present Value of Future Net Revenues
  (before future income tax expense)     $1,684,144         $19,562,166


     Reference should be made to Note 17 (Supplemental Oil and Gas Information
- Unaudited) to the consolidated financial statements for additional
information pertaining to the Company's proved oil and gas reserves. During
the fiscal year ended March 31, 2001, the Company did not file any reports
that include estimates of total proved net oil or gas reserves with any
federal agency.

                                       9



PRODUCTION, PRICE AND COST DATA

     During the fiscal year ended March 31, 2001 the Company received an
average selling price of $27.72 per barrel for the 13,561 barrels of oil sold
from the Owl Creek and Cherokee fields of Eastern Kansas.  The Company
incurred $16.28 per barrel, or $220,839, in operating expenses and taxes to
produce the oil.  As the effect of the tertiary recovery project continues to
increase production from the Cherokee field, the Company expects operating
expense per barrel to decrease to the $12.00 range.

     The Company began acquisition and development activities relating to the
Green River Basin and Cherokee Basin in the fiscal year ended March 31, 2000.
Prior to yearend, insufficient operating activities and production had
occurred for the Company to determine average production costs and average
selling prices for the year from the Cherokee Basin Property.

     During the year ended March 31, 1999, prior to the sale of the Company's
gas properties in the Raton Basin, the Company received an average selling
price of $1.12 per Mcf of gas sold.  Production costs were $1.63 per Mcf, or
$174,160 during this production period.

DELIVERY COMMITMENTS

     The Company presently has no agreements or commitments to provide
quantities of oil or gas in the future. The Company has not reported
information on oil or gas reserves to any federal agency or authority.





























                                    10



                         INFINITY INC. AND SUBSIDIARIES
                                TABLE OF CONTENTS

Independent Auditors' Report                                    F-2

Financial Statements:

    Consolidated Balance Sheet - March 31, 2001                 F-3

    Consolidated Statements of Operations -
         Years Ended March 31, 2001 and 2000                    F-4

    Consolidated Statements Changes in Stockholders' Equity -
         Years Ended March 31, 2001 and 2000                    F-5

    Consolidated Statements of Cash Flows -
         Years Ended March 31, 2001 and 2000                    F-6 - F-7

    Notes to Consolidated Financial Statements                  F-8 - F-27





































                                   F-1



                        INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders
Infinity, Inc.


We have audited the consolidated balance sheet of Infinity, Inc. and
Subsidiaries as of March 31, 2001 and the consolidated statements of
operations, changes in stockholders' equity and cash flows for the years ended
March 31, 2001 and 2000.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation.  We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Infinity,
Inc. and Subsidiaries, as of March 31, 2001, and the results of their
operations and their cash flows for the years ended March 31, 2001 and 2000,
in conformity with accounting principles generally accepted in the United
States of America.


                                 /s/ Sartain Fischbein & Co.



May 8, 2001, except for Note 16,
as to which the date is June 14, 2001
Tulsa, Oklahoma
















                                   F-2




                    INFINITY, INC. AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEET
                            MARCH 31, 2001

                                ASSETS

CURRENT ASSETS
    Cash                                                        155,358
    Accounts Receivable, less allowance for doubtful
     accounts of $10,000                                      1,488,490
    Inventories                                                 264,249
    Investment securities                                     3,781,000
    Prepaid Expenses                                            108,636
                                                            -----------
     TOTAL CURRENT ASSETS                                     5,797,733

PROPERTY AND EQUIPMENT, at cost, less
    accumulated depreciation and impairment                   6,107,385
INVESTMENT SECURITIES                                         4,727,740
OIL AND GAS PROPERTIES, using full cost accounting
    net of accumulated depreciation, depletion, and
     amortization:
      Subject to amortization                                 3,971,118
      Not subject to amortization                             4,156,045
INTANGIBLE ASSETS, at cost, less accumulated amortization       304,837
OTHER ASSETS                                                    949,066
                                                            -----------
     TOTAL ASSETS                                           $26,013,924
                                                            ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Current portion of long-term debt                       $ 3,519,623
    Accounts Payable                                          1,878,572
    Accrued Expenses                                            293,745
                                                            -----------
     TOTAL CURRENT LIABILITIES                                5,691,940

LONG-TERM LIABILITIES
    Deferred income taxes                                     1,174,000
    Long-term debt, less current portion                      5,551,586
                                                            -----------
     TOTAL LIABILITIES                                       12,417,526
                                                            -----------
STOCKHOLDERS' EQUITY
    Common stock, par value $.0001, authorized 300,000,000
     shares, issued and outstanding 3,224,937 shares                322
    Additional paid-in-capital                               11,417,042
    Accumulated other comprehensive income:
       Unrealized gain on securities available for sale,
        net of deferred income taxes of $1,622,140            3,145,975
    Accumulated deficit                                        (966,941)
                                                            -----------
     TOTAL STOCKHOLDERS' EQUITY                              13,596,398
                                                            -----------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $26,013,924
                                                            ===========

The accompanying notes are an integral part of the consolidated financial
statements.
                                      F-3


                         INFINITY, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                 Years Ended March 31,
                                                   2001         2000
                                               -----------    -----------
REVENUES:
  Oil and Gas Service Operations               $ 8,476,385    $ 5,122,404
  Waste Water Treatment                              7,906         42,838
  Oil and Gas Sales                                375,978          7,556
                                               -----------    -----------
TOTAL REVENUES                                   8,860,269      5,172,798
                                               -----------    -----------

COST OF SALES:
  Oil and Gas Service Operations                 4,665,781      3,026,821
  Waste Water Treatment Facilities                  92,275         79,271
  Oil and Gas Production Expenses and Taxes        220,839          6,966
                                               -----------    -----------
COST OF SALES                                    4,978,895      3,113,058
                                               -----------    -----------
     GROSS PROFIT                                3,881,374      2,059,740

OPERATING EXPENSES                               3,382,302      3,012,184
                                               -----------    -----------
     OPERATING INCOME / (LOSS)                     499,072       (952,444)
                                               -----------    -----------
OTHER INCOME (EXPENSE)
  Interest Income and Other Income                 123,910         48,336
  Interest Expense                              (1,062,300)      (517,153)
  Gain on Sale of Investments                    2,780,044            --
  Gain on Sale of Other Assets                     136,618         27,899
                                               -----------    -----------
TOTAL OTHER INCOME (EXPENSE)                     1,978,272       (440,918)
                                               -----------    -----------
NET INCOME (LOSS) BEFORE INCOME TAXES            2,477,344     (1,393,362)

INCOME TAX (EXPENSE) BENEFIT                      (710,000)       640,764
                                               -----------    -----------
NET INCOME (LOSS)                              $ 1,767,344    $  (752,598)
                                               ===========    ===========

BASIC EARNINGS (LOSS) PER SHARE                $      0.58    $     (0.25)
DILUTED EARNINGS (LOSS) PER SHARE              $      0.54    $     (0.25)
                                               -----------    -----------

Weighted Average Basic Shares Outstanding        3,066,027      2,954,474
                                               ===========    ===========
Weighted Average Diluted Shares Outstanding      3,256,939      2,954,474
                                               ===========    ===========



The accompanying notes are an integral part of the consolidated financial
statements.

                                    F-4



                        INFINITY, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                      YEARS ENDED MARCH 31, 2001 AND 2000
<TABLE>
<CAPTION>
                                                                        Accumulated
                                                                        Other         Total
                              Common Stock   Additional                 Compre-       Compre-       Stock-
                          Shares             Paid-in      Accumulated   hensive       hensive       holders'
                          Issued     Amount  Capital      Deficit       Income        Income        Equity
                          ---------  ------  -----------  ------------  ------------  ------------  -----------
<S>                       <C>        <C>     <C>          <C>           <C>           <C>           <C>
Balance,
  March 31, 1999          2,953,011  $295    $10,478,630  $(1,981,687)  $1,002,375                  $ 9,499,613
Issuance of Common
  Stock for services
  at $1.50 per share         12,500     1         18,749                                                 18,750
Repurchase and cancellation
  of Common Stock           (14,950)   (1)       (27,274)                                               (27,275)
Comprehensive Income
  Net Loss                     -        -           -         (752,598)   $(752,598)         -         (752,598)
Other Comprehensive
  income; unrealized
  holding gains on securities
  during period, net of
  income taxes of
  $640,764 in 2000             -        -           -              -      1,243,836     1,243,836     1,243,836
                          ---------  -----   -----------  ------------  -----------   ------------  -----------
Comprehensive Income                                                    $   491,238
                                                                        ===========
Balance,
  March 31, 2000          2,950,561    295    10,470,105    (2,734,285)                 2,246,211     9,982,326
Issuance of Common
  Stock for cash            233,576     23       704,268                                                704,291
Issuance of Common
  Stock for Oil and Gas
  Properties at $5.53 per
  share                      40,800      4       225,669                                                225,673
Stock-based compensation       -        -         17,000                                                 17,000
Comprehensive Income
     Net Income                                              1,767,344    1,767,344          -        1,767,344

Other comprehensive
  income; unrealized
  holding gains on
  securities during
  period, net of
  income taxes of
  $1,408,730 in 2001           -        -           -             -       2,734,593     2,734,593     2,734,593
Reclassification
  gains on sales of
  securities, net
  of taxes of $(945,215)       -        -           -             -      (1,834,829)   (1,834,829)   (1,834,829)
                          ---------  ----    -----------  ------------  -----------   -----------   -----------
Comprehensive
  Income                                                                $ 2,667,108
                                                                        ===========
Balance,
  March 31, 2001          3,224,937  $322    $11,417,042  $   (966,941)               $ 3,145,975   $13,596,398
                          =========  ====    ===========  ============                ===========   ===========

</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.



                                      F-5



                       INFINITY, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                  Years Ended March, 31,
                                                   2001           2000
                                                -----------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES
    Net Income (Loss)                           $ 1,767,344    $ (752,598)
    Adjustments to reconcile net income
     (loss) to net cash provided by/(used in)
     operating activities:
      Depreciation, depletion and amortization      922,104       781,023
      Stock issued for services and stock-based
       compensation                                  17,000        18,750
      Deferred income taxes                         710,000      (640,764)
      Gain on sale of investments                (2,780,044)         -
      Gain on sale of other assets                 (136,618)      (27,899)
      (Increase) decrease in assets:
        Accounts receivable                        (900,581)      (39,153)
        Inventories                                 (60,251)      (59,904)
        Prepaid expenses                            257,645      (285,925)
      Increase (decrease) in liabilities:
        Accounts payable                          1,368,235        (3,354)
        Accrued expenses                             (7,455)       13,946
                                                -----------    ----------
NET CASH PROVIDED BY (USED IN) OPERATING
  ACTIVITIES                                      1,157,379      (995,878)
                                                -----------    ----------
CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of property, equipment, and
     intangibles                                   (766,283)   (1,738,577)
    Proceeds from the sale of investments         6,519,668          -
    Proceeds from sale of other assets              405,609        30,134
    Investment in oil and gas properties         (6,058,104)   (1,849,586)
    Increase in other assets                       (816,344)     (132,722)
                                                -----------    ----------
NET CASH USED IN INVESTING ACTIVITIES              (715,454)   (3,690,751)
                                                -----------    ----------
CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from notes payable                        -        2,270,160
    Principal payments on notes payable                -         (300,000)
    Proceeds from borrowings on long-term debt    1,288,468     4,102,070
    Sale(Repurchase) of Common Stock                704,291       (27,275)
    Principal payments on long-term debt         (2,995,635)     (677,491)
                                                -----------    ----------
    NET CASH PROVIDED BY (USED IN) FINANCING
      ACTIVITIES                                 (1,002,876)    5,367,464
                                                -----------    ----------
NET INCREASE (DECREASE) IN CASH                    (560,951)      680,835
CASH, BEGINNING OF PERIOD                           716,309        35,474
                                                -----------    ----------
CASH, END OF PERIOD                             $   155,358    $  716,309
                                                ===========    ==========

The accompanying notes are an integral part of the consolidated financial
statements.

                                      F-6



                        INFINITY, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                                  Year Ended March 31,
                                                   2001          2000
                                                -----------    ----------
SUPPLEMENTAL CASH FLOW DISCLOSURES

    Cash paid for interest, net of amounts
      capitalized                               $   757,426    $  302,787

    Non-cash investment in oil and gas
      properties                                    275,271          -

    Prepaid costs reclassed to Oil and
      Gas Property                                     -           30,000

    Property and equipment acquired through
      capital leases or seller financed debt      2,192,929       239,692

    Property and equipment exchanged for
      settlement of debt                               -            4,959

    Notes Payable refinanced into long term debt       -        2,270,160

    Change in Accumulated other Comprehensive
      Income, net of Income Taxes                   899,764     1,243,836


























The accompanying notes are an integral part of the consolidated financial
statements.

                                       F-7



                        INFINITY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       YEARS ENDED MARCH 31, 2001 AND 2000

(1) ORGANIZATION

The Company and its subsidiaries are engaged in providing oil and gas
production enhancement services in Northeastern Oklahoma, Eastern Kansas, and
the Powder River Basin of Wyoming and in oil and gas exploration, development
and production activities in Southeast Kansas and South Central Wyoming.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Accounts Receivable

Revenue producing activities are conducted primarily in Kansas, Oklahoma, and
Wyoming.  The Company grants credit to all qualified customers which
potentially subjects the Company to credit risk resulting from, among other
factors, adverse changes in the industries in which the Company operates and
the financial condition of its customers.  However, management regularly
monitors its credit relationships and provides adequate allowances for
potential losses.

Revenue

Sales are recognized when products are delivered or services are rendered.

Environmental Costs

The Company expenses, on a current basis, recurring costs associated with
managing hazardous substances and pollution in ongoing operations.  The
Company also accrues for costs associated with the remediation of
environmental pollution when it becomes probable that a liability has been
incurred and its proportionate share of the amount can be reasonably
estimated.

Management Estimates

The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
consolidated financial statements, and the reported accounts of revenues and
expenses during the reporting period.  Actual results could differ from those
estimates.

Inventories

Inventories, consisting primarily of cement mix, sand, fuel and chemicals, are
stated at the lower of cost or market. Cost has been determined on the
first-in, first-out method.

                                       F-8


                          INFINITY, INC. AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        YEARS ENDED MARCH 31, 2001 AND 2000

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Property and Equipment

Depreciation and amortization are computed using the straight-line method over
the following estimated useful lives:

    Assets                                       Useful Lives
    ------                                       ------------
    Buildings                                    30 years
    Site improvements                            15 years
    Machinery, equipment and vehicles            5 - 10 years
    Office furniture and equipment               5 - 10 years

Oil and Gas Properties

The Company follows the full cost method of accounting for oil and gas
properties.  Accordingly, all costs associated with acquisition, exploration,
and development of oil and gas reserves, including directly related overhead
costs are capitalized.  The Company capitalized $584,380 of direct overhead
costs during fiscal 2001.

All capitalized costs of oil and gas properties, including the estimated
future costs to develop proved reserves, are amortized on the
unit-of-production method using estimates of proved reserves.  Investments in
unproved properties and major development projects are not amortized until
proved reserves associated with the projects can be determined or until
impairment occurs.  If the results of an assessment indicate that the
properties are impaired, the amount of the impairment is added to the
capitalized costs to be amortized.

In addition, the capitalized costs are subject to a "ceiling test," which
basically limits such costs to the aggregate of the "estimated present value,"
discounted at a 10-percent interest rate of future net revenues from proved
reserves, based on current economic and operating conditions, plus the lower
of cost or fair market value of unproved properties.

Sales of proved and unproved properties are accounted for as adjustments of
capitalized costs with no gain or loss recognized, unless such adjustments
would significantly alter the relationship between capitalized costs and
proved reserves of oil and gas, in which case the gain or loss is recognized
in income.  Abandonments of properties are accounted for as adjustments of
capitalized costs with no loss recognized.

Capitalized Interest

The Company capitalizes interest on expenditures made in connection with
exploration and development projects that are not subject to current
amortization. Interest is capitalized only for the period that activities are
in progress to bring these projects to their intended use.  Total interest
costs incurred for the year ended March 31, 2001 and 2000 was $1,375,866 and
$602,350, respectively.  Interest costs capitalized were $313,566 and $85,197
for the years ended March 31, 2001 and 2000, respectively.

                                         F-9


                         INFINITY, INC. AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       YEARS ENDED MARCH 31, 2001 AND 2000

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Impairment of Long-lived Assets

Long-lived assets to be held and used in the Company's business are reviewed
for impairment whenever events or changes in circumstances indicate that the
related carrying amount may not be recoverable.  When required, impairment
losses on assets to be held and used are recognized based on the fair value of
the assets.  No impairment was recorded during the years ended March 31, 2001
or 2000.

Intangible Assets

The excess of the purchase price over net assets acquired for businesses
purchased by the Company from unrelated third parties is recorded as goodwill
and is amortized over 20 years.

Other intangibles are recorded at cost and are amortized on the straight-line
basis over the contractual or estimated useful life of the asset.

Per Share Information

Basic earnings (loss) per common share is computed as net income (loss)
divided by the weighted average number of common shares outstanding during the
period.  Diluted earnings (loss) per common shares is computed as net income
(loss) divided by the weighted average number of common shares and potential
common shares, using the treasury stock method, outstanding during the period.

Cash

For purposes of reporting cash flows, cash generally consists of cash on hand
and demand deposits with financial institutions.  At times, the Company
maintains deposits in financial institutions in excess of federally insured
limits.  Management monitors the soundness of the financial institutions and
feels the Company's risk is negligible.

Investment Securities

Investment securities that are held for short-term resale are classified as
trading securities and carried at fair value.  Debt securities that management
has the ability and intent to hold to maturity are classified as
held-to-maturity and carried at cost, adjusted for amortization of premium and
accretion of discounts using methods approximating the interest method.  Other
marketable securities are classified as available-for-sale and are carried at
fair value, based on quoted market prices.  Unrealized gains and losses on
securities available-for-sale are reported as a component of comprehensive
income, net of applicable income taxes.  Costs of securities sold are
recognized using the specific identification method.

Common Stock Issued for Services

Common Stock issued for services is valued at the fair value of the services
performed or the stock issued, whichever is more readily determinable.

                                      F-10



                        INFINITY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      YEARS ENDED MARCH 31, 2001 AND 2000

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes

Income taxes are provided for the tax effects of the transactions reported in
the consolidated financial statements and consist of taxes currently due plus
deferred taxes related primarily to differences between the tax and financial
basis of available-for-sale securities, property and equipment and other
assets, oil and gas properties, and net operating loss carry forwards.

The deferred tax assets and liabilities represent the future tax return
consequences of those differences, which will either be taxable or deductible
when the assets and liabilities are recovered or settled.

Recently Issued Accounting Pronouncements

In June of 1998, the FASB issued Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS
No. 133).  SFAS No. 133 addresses the accounting for derivative instruments
embedded in other contracts and hedging activities.  SFAS No. 133 was
effective for all fiscal quarters of all fiscal years beginning after June 15,
1999.  However, in June of 1999 the FASB issued SFAS No. 137 which deferred
the effective date from June 15, 1999 to June 15, 2000.  Additionally, in June
of 2000 the FASB issued SFAS No. 138, which amended the accounting for certain
derivative instrument and hedging activities under SFAS No. 133.  Initial
application of SFAS No. 133 and SFAS No. 138 shall be as of the beginning of
the entity's fiscal quarter starting April 1, 2001.  Hedging relationships
shall be designated and documented under the provisions of these statements.
The Company has not yet determined the impact of the adoption of these
statements.

(3) PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

    Cost:

         Site cost improvements             $  1,836,658
         Machinery, equipment and vehicles     9,052,065
         Office furniture and equipment          191,478
                                            ------------
    Total cost                                11,080,201

    Less accumulated depreciation             (4,972,816)
                                            ------------
    Net property and equipment              $  6,107,385
                                            ============





                                       F-11



                          INFINITY, INC. AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       YEARS ENDED MARCH 31, 2001 AND 2000

(4) INVESTMENT IN SECURITIES

In 1998, the Company received 450,000 shares of common stock in Evergreen
Resources, Inc. ("Evergreen") as part of the payment for the sale of gas
production properties.  This stock is carried on the balance sheet as an
available-for-sale security at its current market value.  When the transaction
was completed the value of this stock was approximately $7.5 million.  During
fiscal 2001, the Company sold 225,000 shares of Evergreen stock for proceeds
of approximately $6,520,000 resulting in a gain of approximately $2,780,000.
The remaining 225,000 shares held by the Company are summarized as follows:

                                              March 31, 2001
                                              --------------
Marketable equity securities, at cost          $  3,740,625
Unrealized holding gain                           4,768,115
                                               ------------
Investment Securities                          $  8,508,740
                                               ============

The remaining 225,000 shares are collateralized on certain long-term debt.  Of
the 225,000 shares, 100,000 shares are collateralized on debt due in fiscal
2001 and are therefore, included in current assets in the accompanying
consolidated balance sheet.

Subsequent to fiscal year ending March 31, 2001, the Company sold the
remaining 225,000 shares of Evergreen stock for proceeds of approximately
$8,869,000 resulting in a gain of approximately $5,128,000.  A portion of the
net proceeds were used to pay off long-term debt (See Note 6).

(5) OIL AND GAS PROPERTIES

PROPERTIES SUBJECT TO AMORTIZATION

In February 2000, the Company acquired a 100% working interest of a property
in eastern Kansas, through a joint venture with an operator in which a
director of the Company is a partner and operations manager.  The Company will
have a 100% working interest and an 80% net revenue interest.  The property
currently has 21 producing wells.  Another 16 wells will be utilized for a
polymer injection enhanced oil recovery project with one additional well being
a water supply well.  Upon completion and recovery of the Company's cost, a
50% working interest and a 40% net revenue interest in the property will
revert to the operator.  The Company has the option to lease additional
acreage for $300,000 on which it could drill an additional 88 wells and rework
83 others as part of the polymer augmented water flood.

In July 2000, the Company acquired a 100% working interest and an 82.5% net
revenue interest in leaseholds in the Green River Basin of Wyoming.  The
original owner has the option to participate as a 25% working interest and a
20.625% net revenue interest owner.  The Company has drilled 5 wells, which
will begin production in the second quarter of fiscal 2002.  Based on reserve
analysis performed by a independent petroleum engineer the acquisition costs

                                    F-12




                      INFINITY, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED MARCH 31, 2001 AND 2000

(5) OIL AND GAS PROPERTIES (CONTINUED)

PROPERTIES SUBJECT TO AMORTIZATION (CONTINUED)

associated with 1,280 acres and all exploration costs incurred to date are
subject to amortization.  Proceeds from the sale of investments and from the
Company's subsequent sale of debt instruments will be used to continue to
develop the property (see notes 4 and 6).

In September 2000, the Company acquired an active oil lease in the Owl Creek
Field in Woodson County, Kansas for $510,000.  The property has 16 producing
leases.

PROPERTIES NOT SUBJECT TO AMORTIZATION

The Company has acquired a working interest in a coal bed methane property in
the Green River Basin of Wyoming.  The property is subject to a 30%
participation election by the original lessor.  If the original lessor chooses
not to participate in the drilling and completion of a well, then the 100%
working interest and the approximately 80% associated net revenue interest
will remain with the Company until the well has generated earnings to recover
the well costs plus 300% non-consent penalty.  In addition, the Company
acquired an additional a 100% working interest and an 80% net revenue interest
in an additional 5,000 acres on the property.  The Company has completed one
gas well and plans to complete an additional 4 wells in the second quarter of
fiscal 2002 with the proceeds from the Company's sale of debt instruments (see
note 6).

The Company acquired a 100% working interest in a coal bed methane property in
Northwestern Colorado for 40,800 shares of the Company's common stock and
$366,621.  The shares were valued at approximately $5.53 per share based on
the market value of the common stock on the date of purchase.  The lease
requires the Company to drill a total of 5 wells within the first 5 years of
the lease.

These properties, and a portion of the leaseholds in Wyoming are not subject
to amortization and are being, or will be developed, completed and put into
production when gas is located in apparent reasonable quantities.  The
geological structures on the Wyoming properties are such that the amount of
reserves cannot be evaluated with the engineering certainty necessary to be
judged proven reserves.  As drilling of a specific well is finished, a
determination is made to complete the well and begin production or treat the
well as unsuccessful.  Costs of successful wells are added to the full cost
amortization calculation when the property is proven.  Costs of unsuccessful
wells are added to the full cost amortization calculation when that
determination is made.  Proceeds from the sale of investments and from the
Company's subsequent sale of debt instruments will be used to continue to
develop the properties (see notes 4 and 6).





                                    F-13




                      INFINITY, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED MARCH 31, 2001 AND 2000

(5) OIL AND GAS PROPERTIES (CONTINUED)

PROPERTIES NOT SUBJECT TO AMORTIZATION (CONTINUED)

The Company reviews unproved properties for impairment on at least an annual
basis.  Upon impairment, the Company adds the amount of the impairment to the
full cost amortization calculation.  No impairment has been recorded in fiscal
2001 or 2000.  Any cost related to exploratory dry wells are included in the
full cost amortization base when that determination is made.  Any costs
associated with geophysical and geological costs that are not associated with
specific unproven properties are included in the full cost amortization base
as incurred.

The per barrel amount of depreciation, depletion and amortization incurred in
fiscal 2001 and 2000, was $4.78 and $56.40, respectively based on Company
sales of $375,978 and $7,556, respectively from 13,561 and 290 barrels of oil,
respectively.

Oil and gas properties consist of the following:

                                       Subject to            Not Subject
                                      Amortization         to Amortization

    Acquisition costs                  $  645,040             $3,364,751
    Development costs                   1,151,126                   -
    Exploration costs                   2,268,416                791,294
                                       ----------             ----------
         Total Cost                     4,064,582             $4,156,045
                                                              ==========
    Less accumulated depreciation,
      amortization, depletion and
      impairment                          (93,464)
                                       ----------
                                       $3,971,118
                                       ==========

Recovery of the above acquisition and development costs is dependent on a
variety of factors including actual production results and market conditions.

(6) LONG TERM DEBT

The Company borrowed $1,652,596 collateralized by 100,000 shares of Evergreen
stock.  The Company was obligated to pay back an amount equal to $1,904,000 in
November 2001 so long as the collateralized marketable equity securities were
trading between $19.04 and $27.51 per share at maturity.  This equated to an
approximate 7.1% effective interest rate.  Should the price of the Evergreen
stock exceed $27.51 per share, the price per share in excess of $27.51, times
the 100,000 collateralized shares was to be additional cost to the Company.
The Company sold the underlying marketable securities in fiscal 2001 and paid
off the debt early.  Total payments to satisfy the note were $2,567,000
including prepayment costs of approximately $260,000.


                                    F-14




                      INFINITY, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED MARCH 31, 2001 AND 2000

(6) LONG TERM DEBT (CONTINUED)

The Company entered into two additional financing agreements, collateralized
by 225,000 shares of Evergreen stock.  Under the agreements, the Company may
borrow up to $4,063,608.  Borrowings are due March of 2002 and April 2002.
The Company is obligated to pay back an amount equal to $2,021,000 and
$2,742,500, respectively so long as the collateralized marketable equity
securities are trading between $20.21 and $30.31 and $21.94 and $32.91 per
share, respectively.  These equate to an approximate 7.8% and 8.3% effective
interest rate, respectively.  Should the price of the Evergreen stock fall
below $20.21 or $21.94, respectively, the Company will repay the loan at the
collateral's trading price times the 225,000 collateral shares.  If the price
exceed $30.31 and $32.91, respectively, the price per share in excess of
$30.31 and $32.91 respectively, times the 225,000 collateralized shares will
be an additional cost.  The Company sold the underlying 225,000 shares of
Evergreen stock in April 2001 (see note 4) and paid $7,162,500, including
additional costs and prepayment penalties of approximately $2,830,000, to
satisfy both notes.

Long-term obligations consist of the following:

Financing agreements noted above with individual payments
including interest due between March 2002 and April 2002;
collateralized by 225,000 shares of Evergreen stock with
effective interest rates between 7.8% and 8.3% depending
on the price of the Evergreen Stock at the maturity date.
Paid off subsequent to March 31, 2001.                          $4,332,576

Term note; payable in monthly principal installments of
$46,361 plus interest of 1.75% above prime (9.75% at
March 31, 2001) until maturity, April 1, 2002; collateral-
ized by substantially all of the assets of the oilfield
service division and is partially guaranteed by an officer
of the Company.  Additionally, the lender made available
a $1,000,000 credit facility for future equipment
purchases (see below).                                           1,440,311

Note payable to seller (for a 50% interest in an airplane),
with interest at Wall Street prime due on a quarterly
basis.  The Company is required to make annual principal
payments of $82,500 until paid in full.  The seller can
call the note if the bank calls their note for the original
purchase of the airplane.  The note is collateralized by the
50% interest in the airplane.                                    1,567,500

Various fixed rate notes collateralized by vehicles and
equipment with interest rates ranging from 8.55% to 16%;
payable in monthly installments of principal and interest,
with final payments due between January 2003 and March 2004.       328,697



                                    F-15



                      INFINITY, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED MARCH 31, 2001 AND 2000

(6) LONG TERM DEBT (CONTINUED)

Note payable to a bank with interest at Wall Street Prime
plus .25% (9.75% at March 31, 2001); payable in monthly
installments of $6,394 including interest through November
2006; collateralized by the real property.                         332,120

$1,000,000 revolving credit note collateralized by eligible
accounts receivable, equipment and capital expenditures.
Interest is payable monthly at 1.50% above prime(9.50% at
March 31, 2001), with principal due February 2002.                 610,561

Various capital leases, with monthly installments totaling
$12,352, including interest and expiring through May 2005,         459,444
                                                                ----------

Total long-term obligations                                      9,071,209
Less current portion                                             3,519,623
                                                                ----------
                                                                $5,551,586
                                                                ==========

Maturities of long-term obligations are as follows:

                                         Long Term     Capital
Years Ending March 31,                     Debt        Leases      Total
----------------------                   ----------   --------   ----------
    2002                                 $3,374,115   $148,224   $3,522,339
    2003                                  3,501,195    143,238    3,644,433
    2004                                    233,876    112,498      346,374
    2005                                    148,186     83,499      231,685
    2006                                    150,688      9,743      160,431
    Thereafter                            1,203,709          -    1,203,709
                                         ----------   --------   ----------
  Less amount representing interest               -    (37,762)     (37,762)
                                         ----------   --------   ----------
  Total Principal                         8,611,769    459,440    9,071,209
  Less current portion                    3,374,115    145,508    3,519,623
                                         ----------   --------   ----------
                                         $5,237,654   $313,932   $5,551,586
                                         ==========   ========   ==========

Included in equipment in the accompanying consolidated balance sheet are
assets held under capital leases in the amount of $579,034 net of accumulated
amortization of $86,127.








                                    F-16



                      INFINITY, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED MARCH 31, 2001 AND 2000

(7) PROPERTY ACQUISITIONS

Effective August 16, 1999 the Company acquired the net operating assets of
Powder River Cementers, LLC ("Powder River"), a well cementing company located
in Gillette, Wyoming for $394,638,including acquisition costs.  In addition,
the Company was required to place 100,000 shares of its common stock in escrow
to be issued to the seller upon the Company obtaining certain operating
results with Powder River. In March 2000, in order to complete the
acquisition, the Company paid an additional $200,000 to the seller and the
100,000 shares of common stock in escrow were returned to the Company.

(8) COMMON STOCK

Warrants - The Company, in conjunction with a public stock offering, issued
Class A, Class B and underwriter warrants to purchase 212,959 shares of common
stock.  The Class A warrants have expired.  The 101,211 Class B warrants
expire in September 2001.

The Company issued warrants to purchase 225,000 shares of Infinity common
stock during the year ended March 31, 1997 (1997 Warrants).  During the years
ended March 31, 1999 and 1998, 37,500 and 175,000 warrants were exercised,
respectively.  The remaining 12,500 warrants outstanding under this issue
expire August 1, 2001.

During the year ended March 31, 1998, in conjunction with a 1998 financing
arrangement, the Company issued warrants to purchase 37,500 shares of the
Company's common stock.  The warrants, none of which were exercised, expired
on December 15, 2000.

Options   The Company has adopted stock option plans containing both incentive
and non-statutory stock options. All options allow for the purchase of common
stock at prices not less than the fair market value of such stock at the date
of grant. The option price under the incentive stock option provisions of the
plans, if the optionee owns more than 10% of the total combined voting power
of all classes of the Company's stock, will not be less than 110% of the fair
market value of such stock at the date of grant.

Options granted under the plans become exercisable immediately or as directed
by the Board of Directors and generally expire five or ten years after the
date of grant, unless the employee owns more than 10% of the total combined
voting power of all classes of the Company's stock, in which case they must be
exercised within five years of the date of grant. Pursuant to the plans, an
aggregate of 648,333 shares of common stock are available for issuance upon
the exercise of such options.  The Company granted 176,200 and 299,000 to
employees under the Plans during the years ended March 31, 2001 and 2000,
respectively.

The Company granted 20,000 five-year options to an entity in connection with
an agreement.  The options have an exercise price of $6.44 per share.  The
Company recorded $17,000 of compensation expense related to the options based
on the fair value of the services provided.

                                    F-17



                      INFINITY, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED MARCH 31, 2001 AND 2000

(8) COMMON STOCK (CONTINUED)

A summary of stock option and warrant activity is as follows:

                                            Option/Warrant      Weighted
                                Number of       Price         Average Price
                                  Shares      Per Share         Per Share
                                ---------   --------------    -------------
Outstanding, March 31, 1999       611,558    $2.40-$15.36*        $8.26
Granted                           299,000            3.00          3.00
Canceled or Forfeited            (118,378)    2.40- 11.52          7.09
Exercised                               -               -             -
                                 --------    ------------         -----
Outstanding, March 31, 2000       792,180    $3.00-$15.36         $6.50

Granted                           196,200     6.00-  7.63          7.37
Canceled or Forfeited            (136,218)      40- 15.36          8.83
Exercised                        (233,576)    3.00-  8.00          6.56
                                 --------    ------------         -----
Outstanding, March 31, 2001       618,586    $3.00-$12.00         $6.24
                                 ========    ============         =====

* In May 1999, the exercise price of 175,000 options was reduced from $8.00
per share to $3.00 per share.
<TABLE>
<CAPTION>
                               Weighted
                               Average       Weighted                    Weighted
Range of      Number           Remaining     Average    Number           Average
Exercise      Outstanding at   Contractual   Exercise   Exercisable at   Exercise
Prices        March 31, 2001   Life          Price      March 31, 2001   Price
------------  --------------   -----------   --------   --------------   ---------
<S>           <C>              <C>           <C>        <C>              <C>
$3.52-$12.00    153,136          1 year       $9.57         153,136       $9.57
 3.00-  8.00     51,250          2 years       5.71          51,250        5.71
 3.00            83,050          4 years       3.00          83,050        3.00
 3.00-  7.63    331,150          5 years       5.59         171,150        3.68
</TABLE>

The Company applies Accounting Principles Board Opinion No. 25 "Accounting for
Stock Issued to Employees," and related interpretations in accounting for its
plan. Accordingly, no compensation cost has been recognized for options
granted to employees under the stock option plan.  Had compensation costs for
employee options under the Company's plan been determined based upon the fair
value at the grant date for awards under the plan consistent with the
methodology prescribed under Statement Of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation", the Company's net income and
earnings per share would have been as follows:






                                    F-18



                      INFINITY, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED MARCH 31, 2001 AND 2000

(8) COMMON STOCK (CONTINUED)

                                                 Year Ended March 31,
                                                2001           2000
                                             ----------     -----------
    Net income (loss) as reported            $1,767,344     $  (752,598)
                                             ==========     ===========
    Proforma net income (loss)               $  704,153     $(1,350,259)
                                             ==========     ===========
    Basic income (loss) per share as
     reported                                      $.58           $(.25)
     Diluted income (loss) per share as
       reported                                    $.54           $(.25)
     Basic income (loss) per share-proforma        $.23           $(.46)
     Diluted income (loss) per share on
       proforma                                    $.22           $(.46)

For options granted during the year ended March 31, 2001 and 2000, the
estimated fair value of the options granted utilizing the Black-Scholes
pricing model under the Company's plan was based on a weighted average
risk-free interest rate of 9.5%, expected option life of 4.87 years, expected
volatility of 100.85% and no expected dividends.

Stock issued  - During the year ended March 31, 2000, the Company issued
12,500 shares of common stock with a fair value of $18,750 for service. In
addition, the Company acquired and cancelled 14,950 shares of common stock for
$27,275.

During the year ended March 31, 2001, the Company acquired an undeveloped
coalbed methane lease for 40,800 shares of common stock with a market value of
approximately $5.53 per share or $225,673 and $366,621 of cash.

(9) INCOME TAXES

The provision for income taxes for the years ended March 31, 2001 and 2000
consists of the following:

                                               2001           2000
                                            ----------     -----------
Current income tax expense                  $     -        $      -
Deferred income tax expense (benefit)          856,000        (456,012)
Change in deferred tax asset valuation
  allowance                                   (146,000)       (184,752)
                                            ----------     -----------
Total income tax expense (benefit)          $  710,000     $  (640,764)
                                            ==========     ===========







                                    F-19



                      INFINITY, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED MARCH 31, 2001 AND 2000

(9) INCOME TAXES (CONTINUED)

The effective income tax rate varies from the statutory federal income tax
rate as follows:

                                               2001            2000
                                               ----            ----

Federal income tax rate                         34%             34%
Net operating losses                             -              12
Change in valuation allowance                   (5)              -
                                                ---             ---
Effective tax rate                              29%             46%
                                                ===             ===

The significant temporary differences and carry forwards and their related
deferred tax asset (liability) and deferred tax asset valuation allowance
balances as of March 31, 2001 are as follows:

   Deferred tax assets:
    Accruals and impairment                         $   199,000
    Net operating loss carry forward                  2,006,000
    Other                                                 4,000
                                                    -----------
   Gross deferred tax assets                          2,209,000
                                                    -----------
   Deferred tax liabilities:
    Intangible drilling costs                        (1,160,000)
    Property and equipment                             (602,000)
    Unrealized holding gains on available
     for sale securities                             (1,621,000)
                                                    -----------
   Gross deferred tax liabilities                    (3,383,000)
                                                    -----------
   Deferred tax asset valuation allowance                     -
   Net deferred taxes                               $(1,174,000)
                                                    ===========

For income tax purposes, the Company has approximately $5,900,000 of net
operating loss carry forwards expiring in various years through 2021.












                                    F-20



                      INFINITY, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED MARCH 31, 2001 AND 2000

(10) RETIREMENT PLAN

The Company has a 401(k) plan covering substantially all of the employees of
the oil and gas production enhancement service division.  There were no
Company contributions made to the plan during the years ended March 31, 2001
and 2000.

(11) INDUSTRY SEGMENTS

The Company reports segment information in accordance with Financial
Accounting Standards Board Statement No. 131.  This Statement requires
disclosure of information related to certain operating segments of the Company
and also requires restatement of segment information for prior periods.

The Company's operations have been classified into three industry segments:
(i) Oil Field Services; (ii) Oil and Gas Production; and, (iii) Environmental
Services.  The Oil Field Services segment of the Company is directed at
maintaining and enhancing production obtained from oil and gas wells and
currently has operations in Kansas, Oklahoma, and Wyoming.  The Oil and Gas
Production segment of the Company has acquired interest in producing
properties in Kansas and undeveloped leasehold in Wyoming.  The Environmental
Services segment of the Company was established to develop wastewater
treatment technologies and apply them to the treatment of industrial
wastewater and disposal of solid waste byproducts.  This segment of the
Company has mothballed facilities in Kansas and facilities with limited
operations in Wyoming, and is not separately disclosed in fiscal 2001 as it is
immaterial to the other segments.
<TABLE>
<CAPTION>
                                               Environ-   Corporate
                     Oil Field    Oil & Gas    mental     and
                     Services     Production   Services   Other         Consolidated
                     ----------   ----------   --------   ------------  ------------
<S>                  <C>          <C>          <C>        <C>           <C>
Net Sales:
2001                 $8,476,385   $  375,978     N/A      $      7,906  $ 8,860,269
2000                  5,122,404        7,556   $  42,838             -    5,172,798

Depreciation, Amortization,
 and Depletion:
2001                    809,857       64,860     N/A            47,387      922,104
2000                    697,957       16,357      63,767         2,941      781,023

Operating Income (Loss):
2001                  1,473,856       39,255     N/A        (1,014,039)     499,072
2000                    167,364      (94,367)   (178,631)     (846,811)    (952,444)

Identifiable Assets, Net:
2001                  6,068,312    8,446,840     N/A        11,498,772   26,013,924
2000                  5,346,668    2,257,304      41,016    11,734,320   19,379,308

Capital Expenditures:
2001                    615,294    6,155,337     N/A            53,756    6,824,387
2000                  1,727,317    1,849,586      -             11,260    3,588,163

</TABLE>
                                      F-21



                      INFINITY, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED MARCH 31, 2001 AND 2000

(12) SIGNIFICANT CUSTOMERS

During the year ended March 31, 2000, the Company had sales to two unrelated
third parties of approximately $1,250,000, representing approximately 24% of
net sales.  During the year ended March 31, 2001, the Company had no
significant customers.  Receivables outstanding from the fiscal 2000
significant customer sales was approximately $43,000.

(13) FAIR VALUE OF FINANCIAL INSTRUMENTS

The following assumptions were used in estimating the fair value of the
Company's financial instruments:

The carrying value of the Company's cash balance, accounts receivable,
accounts payable and accrued expenses represents the fair value of the
accounts as of March 31, 2001.  The fair value of the Company's long-term debt
is estimated based on the present value of estimated future cash flows using a
discount rate commensurate with the risks involved and the fair value of the
additional cost, if any, associated with the price of the Evergreen stock (see
Note 6).  The estimated fair value of long-term debt is approximately
$12,000,000 at March 31, 2001.

(14) LITIGATION

The Company is involved in several legal matters that have arisen during the
normal course of the Company's business, and the outcome is not readily
determinable.  Management believes that losses, if any, from such matters
would not have a material impact on the Company's consolidated financial
statements.

(15) EARNINGS PER SHARE

The following shows the amounts used in computing earnings per share and the
effects on income and the weighted average number of shares of dilutive
potential common stock:

                                              Weighted Average
                                  Income       Common Shares     Earnings
                                 Numerator      Denominator      Per Share
                                 ---------    ----------------   ---------
Basic earnings per share (2000):
  Loss available to common
    stockholders                 $ (752,598)      2,954,474       $(0.25)
                                 ==========       =========       ======









                                    F-22



                      INFINITY, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED MARCH 31, 2001 AND 2000


(15) EARNINGS PER SHARE (CONTINUED)

All dilutive potential common shares are antidilutive in the year ended March
31, 2000.

Basic earnings per share (2001):
  Income available to common
   stockholders                  $1,767,344       3,066,027       $ 0.58
                                                                  ======
Plus:  Impact of assumed con-
  versions of warrants and
  options                                 -         190,912
                                 ----------       ---------

Diluted earnings per share:
 Income available to common
   shareholders after assumed
   conversions of dilutive
   securities                    $1,767,344       3,256,939       $ 0.54
                                 ==========       =========       ======

(16) SUBSEQUENT EVENTS

Subsequent to March 31, 2001, the Company contracted to have a new facility
built at it Oklahoma camp for approximately $354,000.  In connection with the
commitment, the Company obtained a new $360,000 construction loan with
interest at 9.25%.  The construction loan is due in October 2001 and is
collateralized by the underlying real property.

Subsequent to March 31, 2001, the Company borrowed $202,439 from an unrelated
third party to purchase 6 new oil and gas leases in Wyoming.  The note bears
interest at 8% and gives the Company two repayment options, one of which is to
pay back all principal and interest and the other to pay back reduced
principal and transfer an undivided 12.5% working interest to satisfy the
remaining principal.

In June 2001, the Company sold $6,475,000 of convertible subordinated notes.
The notes bear interest at 8% and are due in June 2006.  The holders can
convert the notes into Company common stock at $10.00 per share.  In
connection with the offering, the Company paid the placement agent a fee equal
to 6% of the gross proceeds and granted 110,000 five year warrants to purchase
the Company's common stock at $11.80 per share.









                                    F-23



                      INFINITY, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED MARCH 31, 2001 AND 2000


(17) SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Proved Oil and Gas Reserves (Unaudited)

The following information was developed from reserve reports as of April 1,
2001 and May 1, 2000 which were prepared by independent reserve engineers:

                                               Natural Gas      Crude Oil
                                                 (MCF)          (BARRELS)
                                               -----------      ---------
Proved Reserves as of March 31, 1999               --               --
Extensions, discoveries and other additions        --            110,500
                                                ---------        -------
Proved Reserves as of March 31, 2000               --            110,500
Extensions, discoveries and other additions     9,144,761        196,022
Purchase of minerals in place                      --            151,612
Production                                         --            (13,561)
                                                ---------        -------
Proved Reserves as of March 31, 2001            9,144,761        444,573
                                                =========        =======

Proved reserves are estimated quantities of crude oil, natural gas and natural
gas liquids which geological and engineering data demonstrate with reasonable
certainty to be recoverable in future years from known reservoirs under
existing economic and operating conditions.

There are numerous uncertainties inherent in estimating quantities of proved
oil and gas reserves.  Oil and gas reserve engineering is a subjective process
of estimating underground accumulations of oil and gas that cannot be
precisely measured, and estimates of engineers other than the Company's might
differ materially from the estimates set forth herein.  The accuracy of any
reserve estimate is a function of the quality of available data and of
engineering and geological interpretation and judgment.  Results of drilling,
testing and  production subsequent to the date of the estimate may justify
revision of such estimate.  Accordingly, reserve estimates are often different
from the quantities of oil and gas that are ultimately recovered.

Proved Developed Oil and Gas Reserves

    The following reserve information was developed by the Company and sets
forth the estimated quantities of proved developed oil and gas reserves of the
Company as of the beginning of each year.

                                                            Crude Oil and
                                           Natural Gas       Condensate
    Proved Developed Reserves                (MCF)            (Barrels)
    -------------------------              -----------      -------------
        March 31, 2000                         --              110,500
        March 31, 2001                      4,129,933          444,573


                                    F-24



                      INFINITY, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED MARCH 31, 2001 AND 2000


(17) SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED) (CONTINUED)

Costs Incurred in Oil and Gas Activities

Costs incurred in connection with the Company's oil and gas acquisition,
exploration and development activities during the year ended March 31, 2001
and 2000 are shown below.

                                               2001          2000
                                            ----------     ----------
    Property acquisition costs:
      Proved                                $  495,040     $  150,000
      Unproved                               2,220,233      1,144,518
                                            ----------     ----------
       Total Property Acquisition Costs      2,715,273      1,294,518

    Exploration costs                        2,728,806        330,904
    Development costs                          789,296        254,164
                                            ----------     ----------
    Total costs                             $6,233,375     $1,879,586
                                            ==========     ==========

Aggregate Capitalized Costs

Aggregate capitalized costs relating to the Company's oil and gas producing
activities, and related accumulated DD&A, as of March 31, 2001 and 2000:

                                               2001           2000
                                            ----------     ----------
Proved oil and gas properties               $4,064,582     $  511,830
Unproved oil and gas properties              4,156,045      1,475,422
                                            ----------     ----------
     Total                                   8,220,627      1,987,252
Less-Accumulated depreciation, depletion,
 amortization and impairment                   (93,464)       (28,604)
                                            ----------     ----------
Net capitalized costs                       $8,127,163     $1,958,648
                                            ==========     ==========














                                    F-25



                      INFINITY, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED MARCH 31, 2001 AND 2000

(17) SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED) (CONTINUED)

Oil and Gas Operations

Aggregate results of operations for each period ended March 31, 2001 and 2000,
in connection with the Company's oil producing activities are shown below:

                                               2001           2000
                                            ----------     ----------
Revenues                                    $  375,978     $    7,556
Production Costs                               220,839          6,966
DD&A                                            64,860         16,357
                                            ----------     ----------
Results of operations from producing
 activities (excluding corporate
 overhead and interest costs)               $   90,279     $  (15,767)
                                            ==========     ==========

Standardized Measure of Discounted Future Net Cash Flows Relating to Proved
Oil and Gas Reserves (Unaudited)

The following information is based on the Company's best estimate of the
required data for the Standardized Measure of Discounted Future Net Cash Flows
as of March 31, 2001 as required by Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 69.  The Standard requires the
use of a 10 percent discount rate.  This information is not the fair market
value nor does it represent the expected present value of future cash flows of
the Company's proved oil and gas reserves.

                                                2001              2000
                                           ------------      ------------
Future cash inflows                        $ 48,333,493      $ 4,008,366
Future production and development costs     (16,048,740)      (1,587,542)
Future Income Tax Expense                   (10,976,885)        (830,252)
                                           ------------      -----------
Future Net cash flows                        21,307,868        1,590,572
10% annual discount for estimated timing
 on cash flows                               (8,298,646)        (492,915)
                                           ------------      -----------
Standardized measure of discounted future
 cash flows                                $ 13,009,222      $ 1,097,657
                                           ============      ===========

Future cash inflows for the year ended March 31, 2001 are computed by applying
a weighted average spot market gas price for the areas of production of $2.71
per MCF and a year-end weighted average oil price of $26.37 per barrel.
Future cash inflows for the year ended March 31, 2000 are computed by applying
a May 1, 2000 price of $28.13 per bbl of oil to the May 1, 2000 estimated
quantities of the reserves.  Future production and development costs are
computed by estimating the expenditures to be incurred in developing and
producing the Company's proved oil and gas reserves at March 31, 2001 and May
1, 2000 assuming continuation of existing economic conditions.

                                     F-26



                      INFINITY, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED MARCH 31, 2001 AND 2000


(17) SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED) (CONTINUED)

Future production and development costs, which include dismantlement and
restoration expense, are computed by estimating the expenditures to be
incurred in developing and producing the Company's proved oil and gas reserves
at the end of the year, based on year-end costs, and assuming continuation of
existing economic conditions.

Future income tax expenses at March 31, 2000 and 2001 were computed by
applying the appropriate year-end statutory tax rates to the future pretax net
cash flows relating to the Company's proved oil and gas reserves, less the tax
basis of the properties involved.

The following reconciles the change in the standardized measure of discounted
future net cash flow during the years ended March 31, 2001 and 2000:

                                                        March 31,
                                                   2001           2000
                                               ------------   -----------

Beginning of year                              $ 1,097,657    $    --
Extensions, discoveries and other additions     10,064,485     1,097,657
Development costs incurred during the period       683,291         --
Sales of Oil produced, net of production costs     (55,139)        --
Purchase of minerals in place                    1,318,928         --
                                               -----------    ----------
End of the year                                $13,009,222    $1,097,657
                                               ===========    ==========

Future income tax expenses are computed by applying the appropriate year-end
statutory tax rates to the future pretax net cash flow relating to the
Company's proved oil and gas reserves, less the tax basis of the properties
involved.  Tax depreciation is calculated on the capitalization of
approximately 40% of the development costs of the Green River Basin leasehold
and approximately 60% of the development costs of the Cherokee Basin property
as tangible investment and uses MACRS depreciation for a 7-year life.  The
future income tax expenses do not give effect to tax credits, allowances, or
the impact of general and administrative costs of ongoing operations relating
to the Company's proved oil and gas reserves.












                                        F-27





                                  SIGNATURES

     In accordance with the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this Amendment to
be signed on its behalf by the undersigned thereunto duly authorized.

                                   INFINITY, INC.


Dated: August 23, 2001             By:/s/ Stanton E. Ross
                                      Stanton E. Ross, President