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

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 2


[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 held on July 19, 2001


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

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

     The following table sets forth the subsidiaries of Infinity by type of
activity.  Each of these subsidiaries is 100% owned.  Additional information
about the activities of each subsidiary follows:
<TABLE>
<CAPTION>
Exploration and           Oil Field             Corporate
Production                Service               Services         Inactive
Subsidiaries              Subsidiaries          Subsidiaries     Subsidiaries
---------------           ------------          ------------     ------------
<S>                       <C>                   <C>              <C>
Infinity Oil and Gas      Consolidated Oil      CIS-Oklahoma,    Infinity Research
of Wyoming, Inc.          Well Services, Inc.   Inc.             and Development,
                                                                 Inc.

Infinity Oil and Gas                            CIS Oil and      L.D.C. Food
of Kansas, Inc.                                 Gas, Inc.        Systems, Inc.

                                                                 Consolidated
                                                                 Pipeline Company,
                                                                 Inc.
</TABLE>
     Consolidated Industrial Services, Inc. acquired assets necessary to
provide oil field services in Eastern Kansas and Northeastern Oklahoma in
January 1994.  Consolidated Industrial Services, Inc. expanded its operations
into Northeastern Wyoming with acquisition of Powder River Cementers, LLC
during September 1999.  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.
("Consolidated"). This entity provides fracturing, cementing, acidizing, and
nitrogen services as well as trucking of fluids to its oil field customers.

     Infinity Oil and Gas of Kansas, Inc. ("Infinity-Kansas") owns a 100%
working interest and an 80% revenue interest in 80 acres of oil leasehold in
the Cherokee Basin of Eastern Kansas which has been developed as an enhanced
oil recovery project.  In September 2000, Infinity-Kansas expanded its oil
production operations with the acquisition of 16 active oil producing leases
which encompass approximately 2,000 acres located in the Owl Creek Field,
Woodson County, Kansas.  Infinity-Kansas owns a 100% working interest and
87.5% revenue interest in this property.  Reserve reports prepared by
independent petroleum engineers show proved reserves of 444,574 barrels of oil
with a discounted pretax future net cash flow of  $5,163,522 on the two
properties as of March 31, 2001.

     Infinity Oil and Gas of Wyoming, Inc. ("Infinity-Wyoming") 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
Infinity-Wyoming has acquired leases on three projects that include 72,732
acres.  Infinity-Wyoming acquired a working interest in a coal bed methane

                                       2


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 a 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 Infinity-Wyoming until the
individual well has generated earnings to recover the cost of the well plus
the 300% non-consent penalty.  Infinity-Wyoming 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.  Infinity-
Wyoming has drilled one coal bed methane gas well and expects to drill four
additional wells by the end of the third quarter of fiscal year 2002 on the
Labarge acreage.  An additional prospect known as "Pipeline" was acquired in
July 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
Labarge acreage.  Infinity-Wyoming 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
Infinity-Wyoming has expanded its acreage position in the project by 13,000
acres, bringing its total acreage in the project to 28,000 acres.  Infinity-
Wyoming 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 five wells were connected to commercial pipeline
facilities and began producing gas in August 2001.

     Surface casing has been set on the additional five gas wells that have
been permitted and these wells should be completed during the third quarter of
fiscal year 2002.  Both salt- water disposal wells are expected to be
operational within that same time frame.

     Reserve reports for the Pipeline project prepared by independent
petroleum engineers and published as of March 31, 2001 show total proved not
producing reserves of 4,129,933 MCF net to Infinity-Wyoming's interest, with a
discounted future net cash flow before income taxes of $6,897,242.  The wells
that these reserves are associated with began producing gas on August 2, 2001.
In addition to the proved not producing reserves as of March 31, 2001
Infinity-Wyoming 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 Infinity-Wyoming's interest, with discounted
future net cash flow before income taxes of $7,501,402.

     Infinity-Wyoming acquired leases on 16,000 acres of coal bed methane
property in the Piceance Basin in Northwestern Colorado in November 2000.
Infinity-Wyoming acquired a 100% working interest in the property.  Under the
terms of the lease agreement Infinity-Wyoming must drill a total of five wells
within the first five years of the lease.  Subsequent to March 31, 2001,
Infinity-Wyoming acquired an additional 2,591 acres of leasehold adjacent to
its existing Piceance Basin Acreage.  Infinity-Wyoming obtained a ten-year
lease that requires an annual minimum royalty fee of $1.50 per acre for the
first 5 years and $2.00 for the last five years of the lease.  Infinity-
Wyoming acquired a 100% working interest and a 84.5% net revenue interest in
the acreage.

     CIS-Oklahoma, Inc. owns the real property and facilities that Infinity
and Consolidated occupy in Chanute and Ottawa, Kansas, Bartlesville, Oklahoma
and Gillette, Wyoming.  These properties were purchased with the proceeds from

                                       3

and serve as collateral for a loan that was established with local sources for
84 months and bears interest at 8-1/2%.

     CIS Oil and Gas, Inc. previously held 450,000 shares of Evergreen
Resources, Inc. common stock beginning in December 1998 when it sold its
interest in a coal bed methane property in the Raton Basin of Southern
Colorado.  During the fiscal year ended March 31, 2001 CIS Oil and Gas, Inc.
sold 325,000 shares of the Evergreen Resources, Inc. common stock and
subsequent to March 31, 2001 sold the remaining 125,000 shares that it owned.
This stock was used as collateral for loans that were paid back when the stock
was sold.

     Infinity also has three inactive subsidiaries: Infinity Research and
Development, Inc., L.D.C. Food Systems, Inc., and Consolidated Pipeline
Company.

BUSINESS ACTIVITIES

     Infinity 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 Infinity-Kansas and Infinity-Wyoming.
Consolidated also operates a wastewater treatment facility on a limited basis.

     Consolidated 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.  Consolidated immediately
shut down the facility in Chanute, Kansas and has dismantled that facility.
The Cheyenne, Wyoming facility operates on a limited basis.

     The Infinity-Kansas and Infinity-Wyoming 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. Infinity-
Kansas's current interest focuses on the production of oil from an enhanced
oil recovery project in the Cherokee Basin of Eastern Kansas. Infinity-Wyoming
has acquired an interest in the Green River Basin of South West Wyoming for
the purpose of producing coalbed 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

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

                                       4



     Consolidated continues to see competition from three major service
companies: Halliburton, BJ Services, and Dowell; and multiple smaller
cementing companies in Northeastern Wyoming.  Consolidated may be at a
competitive disadvantage when compared to the major companies that are well
established with substantial financial resources. These companies can redirect
assets and manpower, much like Consolidated 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.  Consolidated'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 Consolidated'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 Infinity or its
subsidiaries 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 Infinity-Kansas and Infinity-Wyoming
are trying to make and many of these companies have greater financial
resources available for acquiring the properties.

MAJOR CUSTOMERS

     Consolidated provided oil field services to over 450 customers 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 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 during the fiscal
year ended March 31, 2000.

     Consolidated does not have any long-term contracts with any of the major
customers set forth above.

EMPLOYEES

     Infinity and its subsidiaries currently have approximately 95 employees.
Consolidated has 87 employees in its oil field services business, Infinity-
Wyoming has five employees in its oil and gas exploration business, and
Infinity has three employees in administrative positions.  Additional
employees will be hired as the development of business requires.

GOVERNMENT REGULATION

     Federal, state and local authorities extensively regulate the oil and gas
industry.  Legislation and regulations affecting the industry are under
constant review for amendment or expansion, raising the possibility of changes
that may affect, among other things, the pricing or marketing of oil and gas
production.  Noncompliance with statutes and regulations may lead to
substantial penalties, and the overall regulatory burden on the industry
increases the cost of doing business and, in turn, decreases profitability.
State and local authorities regulate various aspects of oil and gas drilling
and production activities, including the drilling of wells (through permit and
bonding requirements), the spacing of wells, the unitization or pooling of oil

                                       5

and gas properties, environmental matters, safety standards, the sharing of
markets, production limitations, plugging and abandonment, and restoration.

     Infinity's operations are subject to complex and constantly changing
environmental laws and regulations adopted by federal, state and local
governmental authorities.  We estimate we will spend approximately $6,000 per
well for containment facilities during drilling operations and approximately
$700,000 to obtain permits for, drill and equip six water disposal wells to
handle water produced from oil and gas wells during the current fiscal year.
It will cost the Company approximately $35,000 per year to operate these
disposal wells.  In addition to the environmental costs that will be incurred
by our oil and gas production operations, Consolidated will incur an estimated
$25,000 in costs associated with operating within current environmental
regulations this fiscal year.  New laws or regulations, or changes to current
requirements, could result in Infinity having to incur additional costs.
State, federal and local environmental agencies have relatively little
experience with the regulation of coalbed methane operations, which are
technologically different from conventional oil and gas operations.  This
inexperience has created uncertainty regarding how these agencies will
interpret air, water and waste requirements and other regulations to coalbed
methane drilling, fracture stimulation methods, and production and water
disposal operations.  We will continue to be subject to uncertainty associated
with new regulatory interpretations and inconsistent interpretations between
state and federal agencies.  We could face significant liabilities to the
government and third parties for discharges of oil, natural gas or other
pollutants into the air, soil or water, and we could have to spend substantial
amounts on investigations, litigation and remediation.

     Our well service operations routinely involve the handling of significant
amounts of waste materials, some of which are classified as hazardous
substances.  Our operations and facilities are subject to numerous
environmental laws, rules and regulations of the United States and other
countries, including laws concerning:

     *  the containment and disposal of hazardous substances, oilfield
        waste and other waste materials;

     *  the use of underground storage tanks; and

     *  the use of underground injection wells.

     Laws protecting the environment are becoming stricter.  Sanctions for
failure to comply with these laws, rules and regulations, many of which may be
applied retroactively, may include:

     *  administrative, civil and criminal penalties;

     *  revocation of permits; and

     *  corrective action orders.

     In the United States, environmental laws and regulations typically impose
strict liability.  Strict liability means that in some situations we could be
exposed to liability for cleanup costs and other damages as a result of our
conduct that was lawful at the time it occurred or conduct of prior operators
or other third parties.  Cleanup costs, natural resource damages and other
damages arising as a result of environmental laws, and costs associated with

                                       6

changes in environmental laws and regulations, could be substantial.  From
time to time, claims have been made against us and our subsidiaries under
environmental laws.  Changes in environmental regulations may also negatively
impact oil and natural gas exploration and production companies, which in turn
could reduce the demand for our well services.

     Large volumes of water produced from coalbed methane wells and discharged
onto the surface in the Powder River Basin of Wyoming have drawn the attention
of governmental agencies, gas producers, citizens and environmental groups
which may result in new regulations for the disposal of produced water.
Infinity intends to use injection wells to dispose of water into underground
rock formations.  If Infinity's wells produce water of lesser quality than
allowed under state law for injection into underground rock formations,
Infinity could incur costs of up to $5.00 per barrel of water to dispose of
the produced water.  At current production rates, this would cost Infinity an
additional $51,000 a month in water disposal costs.  If Infinity's wells
produce water in excess of the limits of its permitted facilities, Infinity
may have to drill additional disposal wells.  Each additional disposal well
could cost Infinity up to $130,000.

ITEM 2. DESCRIPTION OF PROPERTY

BUSINESS PROPERTIES

     Infinity's headquarters are located at 211 West 14th Street, Chanute,
Kansas 66720, along with the headquarters and some of the operating facilities
of Consolidated.  This facility and other Consolidated facilities in
Bartlesville, Oklahoma and Ottawa, Kansas were purchased in November of 1999
by the CIS-Oklahoma, Inc. subsidiary.  CIS-Oklahoma also acquired facilities
in Gillette, Wyoming for $140,000, which included office and shop facilities
for Consolidated's operations.  Funds for the acquisitions were obtained
through a loan from a local bank, secured by the properties.  The loan was for
$350,000 for a period of seven years with interest at 8.5% per annum.  Monthly
payments on this loan are approximately $3,700.

     Consolidated is based on the business and operations acquired in January
of 1994 and Powder River Cementers, LLC purchased 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
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.
Most of the service vehicles are part of the collateral for a revolving note
and term loan with interest rates of 7.5% and 7.95%, respectively.  The
payment on the term loan is $46,361 per month with a final payment of
approximately $889,000 due in February 2002.  Consolidated is currently
working to obtain a loan from a new lender to refinance this debt.
Consolidated has also purchased vehicles using financing from manufacturers.
These loans have terms of 12 to 72 months with interest rates ranging from
8.75% to 11%.  As of October 31, 2001, Consolidated was making monthly
payments of approximately $165,000 under these loans.

                                       7



     Consolidated 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.  The lease is for a term of twenty-five years beginning July 1994, but
may be terminated by Consolidated at any time on written notice.

OIL AND GAS INTEREST IN LEASEHOLD ACREAGE

     In February of 2000 Infinity-Kansas 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, Infinity-Kansas is
responsible for all costs associated with the development of the property as a
polymer augmented water flood project.  This involves the injection of a water
and polymer solution into injection wells to force oil out of the producing
reservoir.  The polymer increases the viscosity of the fluid which helps to
force oil out of geological formations toward the producing wells.  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 Infinity-Kansas 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 Infinity-Kansas to recover
100% of its development costs prior to Verde regaining a 50% working interest
in the property. After payout, Infinity-Kansas will have a 50% working
interest and a 40% net revenue interest. With the acquisition of the Manson
Lease, Infinity-Kansas 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 Infinity-Kansas 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.  Infinity-Kansas 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.  Infinity-Kansas 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.  Infinity-Kansas 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
Infinity-Kansas an 87.5% net revenue interest.

     Infinity-Wyoming 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. Infinity-Wyoming 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 well, then the 100% working interest and the approximately 80%
associated revenue interest is retained by Infinity-Wyoming until the

                                       8

individual well has generated earnings to recover the cost of the well plus
the 300% non-consent penalty.  Infinity-Wyoming 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.   Infinity-
Wyoming 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, Infinity-Wyoming has capitalized $310,974 in
interest to the property as of March 31, 2001.  Drilling permits have been
granted on three additional wells and Infinity-Wyoming 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 Infinity-Wyoming's Labarge acreage.  Infinity-Wyoming
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 Infinity-Wyoming has
expanded its acreage position in the project by 14,400 acres, bringing its
total acreage in the project to 29,400 acres.  Infinity-Wyoming borrowed
approximately $405,000 to purchase 5,000 acres on six of the oil and gas
leases subsequent to March 31, 2001.  The lenders will have the election to
participate as a working interest owner on the leases acquired or receive
principal and interest accrued at 8% per year.  The election to participate
must be made by March 17, 2002.  Including legal fees, permitting, lease bonus
payments and acquisition fees Infinity-Wyoming has invested $1,267,609, or
$43.12 per acre in the project.  Infinity-Wyoming 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. Infinity-
Wyoming 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 Infinity-Wyoming 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, Infinity-Wyoming has
capitalized interest and financing costs of $71,931 to the property.

     Infinity-Wyoming 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.  Infinity-
Wyoming acquired a 100% working interest and a 81.5% net revenue interest in
the property.  Under the terms of the lease agreement Infinity-Wyoming must
drill a total of five wells within the first five years of the lease.

     The following table set forth the 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.

                                        9



                                            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 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.
                                                            Restated
                                                          --------------
                                       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 proved oil and gas reserves. During the fiscal
year ended March 31, 2001, no reports that include estimates of total proved
net oil or gas reserves were filed with any federal agency.

                                       10

PRODUCTION, PRICE AND COST DATA

     During the fiscal year ended March 31, 2001, Infinity-Kansas 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.  Infinity-Kansas
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, Infinity-Kansas expects operating
expense per barrel to decrease to the $12.00 range.

     Infinity-Wyoming began acquisition and development activities relating to
the Green River Basin and Cherokee Basin in the fiscal year ended March 31,
2000.  Prior to year end, insufficient operating activities and production had
occurred for Infinity-Wyoming 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 gas properties
by the CIS Oil and Gas, Inc. subsidiary in the Raton Basin, CIS Oil and Gas,
Inc. 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

     Infinity and its subsidiaries presently have no agreements or commitments
to provide quantities of oil or gas in the future.  Infinity, Inc. and its
subsidiaries have not reported information on oil or gas reserves to any
federal agency or authority.

ITEM 3. LEGAL PROCEEDINGS

Great Plains Environmental, Inc. Lawsuit

     On November 4, 1998, Consolidated filed a lawsuit in the District Court
of Neosho County, Kansas against Great Plains Environmental, Inc. ("GPE") and
its principals in connection with the termination of GPE's lease of
Consolidated's wastewater treatment facilities in Cheyenne, Wyoming and
Chanute, Kansas. Consolidated was seeking damages in excess of $500,000 for
unpaid rent, costs related to Consolidated regaining control of the
facilities, missing equipment and tools, and attorneys' fees. Consolidated was
also seeking damages from certain principals of GPE under personal guarantees
from such persons, and for other reasons.

     In January 1999, GPE and the other defendants filed an answer generally
denying the claims of Consolidated, and filed a counter-claim alleging that
Consolidated had locked GPE out of the facilities and misrepresented the
condition of the equipment at these facilities. GPE was seeking damages in
excess of $500,000 from Consolidated.

     The court ordered that all claims and defenses in this case be handled
through arbitration. Prior to the arbitration trial, Consolidated was notified
that GPE had filed bankruptcy in the State of Colorado. The case was presented
to arbitration in March of 2000. The claims against Consolidated were
dismissed by the arbitrator when the defendants failed to appear at the
arbitration trial and present evidence. The arbitrator ruled in favor of
Consolidated on its claims and in April of 2000 awarded Consolidated claims
and damages of $890,000. Subsequent to the arbitration ruling the principals

                                       11

of GPE also filed for Bankruptcy protection in the State of Colorado.
Consolidated does not believe it will collect any claims or damages related to
this lawsuit.

Blue Green Corporation of the Rockies Lawsuit

     In March 1999, Bluegreen Corporation of the Rockies ("Bluegreen") filed a
complaint against Infinity's CIS Oil and Gas, Inc. subsidiary and H. Huffman
and Company ("Huffman") in the U. S. District Court for the District of
Colorado.  The subsidiary was served on June 29, 1999.  The gas development
property that was sold effective December 31, 1998 was subleased from Huffman
who had leased the property from Bluegreen. Bluegreen alleges breaches by
Huffman and CIS Oil and Gas, Inc. under this lease and claims damages and
other relief.  CIS Oil and Gas, Inc. answered the complaint and filed
counterclaims against Bluegreen for damages related to breaches of the same
lease.  CIS Oil and Gas, Inc. also filed a third party complaint for
indemnification against Evergreen Resources, Inc. based upon their assumptions
of rights and responsibilities under this lease pursuant to the sale agreement
effective December 31, 1998. The case was dismissed without prejudice by
consent of all parties in October 1999. In order to eliminate the statute of
limitations associated with these claims, the parties have put in place a
tolling agreement and any party may re-file their claims at any time.

Weatherford Enterra Compression Co. Lawsuit

     Weatherford Enterra Compression Co. ("Weatherford") filed a complaint
against Infinity's CIS Oil and Gas, Inc. subsidiary in the Nueces County
(Texas) County Court. The subsidiary was served with a copy of the Texas
lawsuit in January 1999. According to documents received from the Company's
legal counsel, Weatherford is seeking damages of between $100,000 and $135,000
in rental payments and reimbursement for interest, court costs and attorney
fees.  CIS Oil and Gas, Inc. contracted with Weatherford to rent a natural gas
compressor as part of its natural gas gathering system in the Raton Basin of
Colorado. The compressor broke down frequently and a dispute arose as to the
amounts due Weatherford under the lease. Potential damages are not covered by
insurance. But, in a Purchase and Sale Agreement between CIS Oil and Gas, Inc.
and Evergreen executed in January 1999, Evergreen assumed all responsibility
for resolving all claims made by Weatherford.  CIS Oil and Gas, Inc. believes
it has no liability in relation to the claims and that the claims will not
have an impact on the liquidity of Infinity.   In June 2000 Evergreen agreed
to settle Weatherford's claims against CIS Oil and Gas, Inc. but no formal
settlement agreement has been executed as of the date of this report.

     There are no other pending material legal proceedings to which Infinity
or its subsidiaries are parties.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of Infinity's shareholders during the
fourth quarter of the fiscal year covered in this Report.






                                       12


<PAGE>
                                    PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Principal Market or Markets.  Infinity's Common Stock began trading on
the Nasdaq Small-Cap Market on June 29, 1994, under the symbol "IFNY." The
following table sets forth the high and low closing sale prices for Infinity's
securities as reported by the Nasdaq Stock Market.

     Quarter Ended                         High         Low

     June 30, 1999                        $ 3.38      $ 1.06
     September 30, 1999                     2.69        1.56
     December 31, 1999                      2.69        1.63
     March 31, 1999                         8.56        1.63

     June 30, 2000                          7.13        5.25
     September 30, 2000                    10.00        5.63
     December 31, 2000                      9.00        4.25
     March 31, 2001                        10.19        6.19

     Approximate Number of Holders of Common Stock. The number of record
holders of Infinity's $0.0001 par value common stock at June 1, 2001, was 228
and Infinity believes it has over 1,500 beneficial owners of such stock.

     Dividends. Holders of common stock are entitled to receive such dividends
as may be declared by Infinity's Board of Directors. No dividends have been
paid with respect to Infinity's common stock and no dividends are anticipated
in the foreseeable future. Pursuant to the terms of the Loan Agreement with
CIT Group/Credit Finance, Inc., Consolidated is prohibited from paying any
dividends to Infinity during the term of that agreement, which ends in
February 2002. (See "Item 6.  Liquidity and Capital Resources.")

     Sales of Unregistered Securities. During the quarter ended March 31,
2001, Infinity did not issue any securities that were not registered under the
Securities Act of 1933, as amended.

ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

     Infinity and its operating subsidiaries Infinity-Wyoming, Infinity-Kansas
and Consolidated are engaged in identifying and acquiring oil and gas acreage,
exploring and developing acquired acreage, and providing oil and gas well
services. The Company's acquisition strategy focuses on acreage or strategic
alliances that allow the Company to utilize its service equipment and the
experience gained as the Company became the largest oilfield service company
in Eastern Kansas and Northeast Oklahoma while developing the acreage.
Infinity's primary focus is on the development of its coal bed methane
properties located on 54,000 gross acres in the Green River Basin of Wyoming
and 18,500 gross acres in the Piceance Basin of Colorado, the development of
an enhanced oil recovery project located on 80 acres in the Cherokee Basin of
Eastern Kansas and on providing oil and gas well service in Eastern Kansas,
Northeast Oklahoma, and in the Powder River Basin of Wyoming. The Company's
involvement in the wastewater disposal industry through its wastewater
division has been scaled back significantly with only limited operations
occurring at the Cheyenne, Wyoming facility.


                                       13


RESULTS OF OPERATIONS

     Infinity's operations have been focused on providing oil field services
to customers in Eastern Kansas, Northeast Oklahoma, and Northeast Wyoming
while it evaluated and acquired leasehold acreage that it could explore for
oil and gas reserves.  Beginning in fiscal year ended March 31, 2000,
Infinity-Kansas and Infinity-Wyoming began oil and gas exploration,
development and production activities in Kansas and Wyoming and expect to
expand these activities during the next fiscal year with the drilling of 40 to
50 coalbed methane gas wells in Wyoming.

Oil Field Operations

     During the fiscal year ended March 31, 2001 Consolidated, the oil field
services segment of the Company, generated $8,476,385 in revenue and
$4,665,781 in cost of sales compared to revenues of $5,122,404 and cost of
sales of $3,026,821 generated in the fiscal year ended March 31, 2000.  The
increase in revenues in the year ended March 31, 2001 was due to increased
activity in all of Consolidated's service areas and in all of the types of
service work performed.

     Revenues from well stimulation services performed from facilities in
Bartlesville, Oklahoma and Chanute, Kansas and sales of the materials related
to these services increased to $3,189,007, or 39%, from $2,289,603 in revenue
for the fiscal year ended March 31, 2000.  The number of service calls that
Consolidated made in the fiscal year ended March 31, 2001 increased by
approximately 6% when compared to the fiscal year ended March 31, 2000 while
the revenue per service call increased 34%.  The costs of materials associated
with well stimulation services increased to $590,217, or 27%, from $463,376.
This $126,841 increase in materials costs was mainly due to an $116,362
increase in the cost of sand, a $67,652 increase in the cost of acid and
fracturing chemicals and a $76,970 decrease in the cost of nitrogen used in
the fracturing services.

     Consolidated's other main service activity is providing cementing
services for the cementing of production casing when wells are drilled or the
plugging of abandoned wells.  These services are provided from all of the
Company's service locations and generated revenue of $4,509,080 during the
fiscal year ended March 31, 2001 compared to revenue of $2,339,991 generated
from cementing services during the previous fiscal year.  The average revenue
per well cemented rose 56% to $2,058 per well in fiscal year 2001 compared to
$1,318 per well in the prior fiscal year.  The increase of $2,169,089, or 93%,
in sales of cementing services was the result of several factors including
Consolidated providing cementing services on 432 more wells during the fiscal
year ended March 31, 2001 compared to the previous fiscal year.  Approximately
380 of the additional wells cemented were serviced from Consolidated's
Gillette, Wyoming facility where it had its first full year of operations,
compared to 7 months of operations in the fiscal year ended March 31, 2000.
The increase in cementing activity in the Powder River Basin of Wyoming from
Consolidated's Gillette, Wyoming facility, resulted in revenues of $2,079,034
during the fiscal year ended March 31, 2001 compared to revenue of $900,121 in
the same period of 2000. The Bartlesville service facility in Northeast
Oklahoma also saw a significant increase to 843 wells cemented, which
generated $1,393,451 of revenue in the fiscal year ended March 31, 2001
compared to cementing 489 wells which generated $539,879 in revenue in the
fiscal year ended March 31, 2000.  Revenue generated from cementing services
provided from Consolidated's Chanute, Kansas facility fell from $589,784 in

                                       14


fiscal year 2000 to $447,725 in fiscal year 2001 as a result of a reduction to
279 wells cemented in fiscal year 2001 from 626 wells cemented from the
facility in fiscal year 2000.  Revenues from the Ottawa, Kansas service camp
increased to $425,405 for cementing services in fiscal year 2001 compared to
revenues of $310,207 for the fiscal year ended March 31, 2000.  This 37%
increase in revenue was achieved on only a 5% increase in the number of wells
cemented from the facility.  Consolidated has also established a facility in
Rock Springs, Wyoming in order to serve its future needs for oil field
services and to expand its service area.  Consolidated recognized cementing
sales of $163,465 in the fiscal year ended March 31, 2001 from this facility.

     The cost of materials used in performing cementing services increased to
$1,111,382 in the fiscal year ended March 31, 2001 compared to cost of
materials of $596,376 incurred in the fiscal year ended March 31, 2000.  This
increase in cost was the result of the increased use of materials due to the
larger number of jobs performed, the increased cost of the cement and
additives as supplies tightened due to increased construction activity drawing
from the suppliers, and an increase of 10% to 15% for delivery of the
materials to Consolidated's bulk facilities due to fuel surcharges put in
place by the transporters.

     Consolidated's revenue from other services provided by the oil field
service segment increased to $778,298 in the fiscal year ended March 31, 2001
from $492,810 incurred in the fiscal year ended March 31, 2000.  Many of the
additional services that Consolidated provides its customers are directly
related to well stimulation activities and well cementing activities.  These
services include water transportation to the well stimulation or well
cementing job sites using Consolidated's fleet of tractor/trailers and vacuum
trucks as well as spill containment and cleanup for pipeline, refining, and
industrial customers using Consolidated's Hazardous Materials certified 80
barrel vacuum trucks.

     During the fiscal year ended March 31, 2001, Consolidated's direct costs
of providing oil field services, excluding materials, increased to $2,964,182
compared to $1,967,069 in expenses incurred in the previous fiscal period.  A
$459,716 increase in drivers' salaries to $1,423,879 in the most recent fiscal
year from $964,163 paid in the prior fiscal year was the result of increased
staffing levels and increased overtime costs due to the additional service
work performed by Consolidated.  Consolidated also incurred a large increase
in maintenance costs on its fleet due to the significant increase is service
work performed during the fiscal year ended March 31, 2001.  Vehicle
maintenance costs increased from $576,631in the fiscal year ended March 31,
2000 to $903,370 in the fiscal year ended March 31, 2000.  Fuel costs to
operate Consolidated's fleet of service vehicles also incurred an approximate
74% increase from $222,255 in the fiscal year ended March 31, 2000 to $385,960
in the fiscal year ended March 31, 2001.

     Gross profit for the oil field service segment of increased 82% to
$3,810,604 in the fiscal year ended March 31, 2001 from $2,095,583 of gross
profit for the fiscal year ended March 31, 2000.

     Operating expenses incurred by the oilfield services segment increased to
$2,336,748 in the fiscal period ended March 31, 2001 from $1,936,381 of
expense in the fiscal year ended March 31, 2000.  Employee costs associated
with the addition of staffing to service the demand for oil field services
increased by approximately $231,000 while depreciation expense increased by
approximately $112,000 due to the higher depreciable base of Consolidated's

                                       15


assets due to the acquisitions of several new service vehicles.  General
office expenses such as utilities, postage, safety programs and computer
support also increased by approximately $75,000 during the fiscal year ended
March 31, 2001.

     Other income and expenses for the oilfield service segment decreased from
a net expense of $246,676 for the fiscal year ended March 31, 2000 to a net
expense of $133,138 for fiscal year ended March 31, 2001.  The decrease in net
expense was mainly due to the gain recognized on the sale of rolling stock
from Consolidated's fleet.  Because of a decrease in demand for its nitrogen
pumping services and a decrease in cost associated with contracting for those
services when they are needed, Consolidated disposed of its nitrogen pump
truck, nitrogen transport and nitrogen bulk storage facility for a net gain of
approximately $148,000.  Consolidated incurred losses on the sale of other oil
field service assets of approximately $12,000 during the fiscal year ended
March 31, 2001 compared to a loss of approximately $4,500 during the fiscal
year ended March 31, 2000.

     Net income for the oil field service segment increased to $1,340,718 for
the fiscal year ended March 31, 2001 compared to a net loss of $87,474 for the
prior year.

Oil and Gas Production

     During the year ended March 31, 2001 the oil and gas production segment
recorded revenue of $375,978 from the sale of oil from the Cherokee Basin and
Owl Creek Field and incurred $220,839 of lease operating expense to produce
the oil from these properties.  Infinity-Kansas also recognized depreciation
and depletion expense of $64,860 associated with the investment in the oil
producing properties.  When it began setting up administrative functions
associated with the development of its coal bed methane properties in Wyoming,
Infinity-Wyoming incurred additional expense of $50,484 for salaries and
general office expenses, including $4,018 in depreciation expense, associated
with the Denver, Colorado office of Infinity-Wyoming.  The net income from the
oil and gas producing activities increased to $39,795 for the fiscal year
ended March 31, 2001 compared to a net loss from oil and gas producing
activities of $93,374 for the fiscal year ended March 31, 2000.  Revenue from
oil production activities were $7,556 and lease operating expenses of $6,966
for the fiscal year ending March 31, 2000.  Depreciation expense of $16,357
was also recognized in the fiscal year ended March 31, 2000.  As was discussed
in Section 3., Legal Proceedings, Infinity continues to be named as a
plaintiff in several cases related to the gas property that was owned in the
Raton Basin.  Infinity has incurred $3,459 in legal fees during the period
ended March 31, 2001 and incurred legal expenses of $77,607 during the period
ended March 31, 2000.  The legal expenses incurred were associated with issues
that occurred prior to the sale of the gas properties in the Raton Basin in
January 1999.

Environmental Services

     The environmental services segment generated revenue of $7,906 and
incurred $92,275 in costs of goods sold during the fiscal year ended March 31,
2001 compared to $42,838 in revenue and  $79,271 in cost of goods sold in the
year ended March 31, 2000.  Operating expenses of $108,381 were incurred in
the year ended March 31, 2001 and $142,197 in the year ended March 31, 2000
including $41,016 and $63,767 of depreciation expense for each year,
respectively.  This segment only provides limited waste-water disposal

                                       16


services to third parties consisting of industrial and oil field customers in
the Cheyenne, Wyoming vicinity.

Corporate Activities

     Expenses incurred in corporate activities were $821,829 in the period
ended March 31, 2001 compared to corporate expenses of $917,249 incurred in
the period ended March 31, 2000.  Corporate activities include the salaries of
three administrative employees (including Infinity's President and Chief
Financial Officer), travel expenses, professional fees relating to Exchange
Act reports, and shareholder relations costs.  Expenses related to stockholder
matters increased $92,122, and corporate salaries and benefits increased
$66,939 while consulting fees decreased $32,786, legal and accounting fees
decreased $66,680 and travel and entertainment expense decreased $140,948
during the period ended March 31, 2001 compared to the period ended March 31,
2000.

     During the period ended March 31, 2001, Infinity recognized a gain of
$2,780,044 on the sale of 225,000 shares of the Evergreen Resources securities
that it held.  The average net sales price on 125,000 shares of securities was
$27.19 per share and the average net sales price for 100,000 shares of the
stock was $31.24 per share.

Net Income

     Infinity experienced net income before taxes of $2,477,344 for the fiscal
year ended March 31, 2001 compared to a net loss before taxes of
$($1,393,362).  Deferred income tax expense of $710,000 was recognized in the
period ended March 31, 2001 compared to a deferred income tax benefit as a
result of net operating loss carry-forward of $640,764 recognized in the
period ended March 31, 2000. Net income after taxes for the period ended March
31, 2001 was $1,767,344 compared to a net loss after taxes of ($752,598).

LIQUIDITY AND CAPITAL RESOURCES

     As of March 31, 2001, Infinity had a working capital surplus of $105,793
compared to a working capital deficit of $1,111,106 at March 31, 2000. The
increase in working capital when compared to the prior year is mainly due to
the increase in the current assets that matches the securities held for resale
with the current portion of long-term debt that is secured by the securities.

     During the year ended March 31, 2001, cash provided by operating
activities was $1,157,379 compared to cash used by operating activity of
$995,878 for the year ended March 31, 2000. The primary reason for the
increase in operating cash flow was the increase in net income to  $1,767,344
for the fiscal year ended March 31, 2001 from a net loss of ($752,598) during
the fiscal year ended March 31, 2000.

     Direct net cash provided by the operation of the oilfield services
segment and the oil and gas production segments was $2,298,414 and $108,133
respectively for the year ended March 31, 2001. Net cash used in the operation
of the environmental services segment, and for corporate activities was
$151,734, and $767,390 respectively during this same period.

     Cash used in investing activities during the year ended March 31, 2001
was $715,454 compared to $3,690,751 used in the year ended March 31, 1999. The
decrease in cash used in investing activities during the year ended March 31,

                                       17


2001 was the result of Infinity being able to liquidate a portion of its
investments in marketable securities in order to purchase oil and gas
properties and begin development of those properties with the proceeds from
the sales.

     Infinity-Wyoming acquired the Labarge property, 24,500 acres of leasehold
in the Green River Basin of Wyoming, and drilled one test well for a total
cost of $1,445,423 in the fiscal year ended March 31, 2000.  Infinity-Wyoming
has incurred $852,640 in capital expenditures associated with the development
of the property and the addition of adjacent leasehold during the fiscal year
ended March 31, 2001.  Infinity-Wyoming expects to drill an additional 4 wells
on the acreage, equip the 5 wells for production, and install gathering and
water disposal facilities associated with operating the properties during the
third quarter of fiscal year 2002 at an estimated additional cost of
$2,000,000.

     Infinity-Wyoming also increased its investment in oil and gas properties
with the purchase of the Pipeline Prospect, also located in the Greater Green
River Basin of Wyoming.  The Pipeline prospect was acquired in July of 2000
with the acquisition of approximately 15,000 acres of leasehold for $298,800,
or about $20.00 per acre.  Through Federal and State lease auctions, Infinity-
Wyoming 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 Infinity-Wyoming
has invested $1,267,609, or $43.12 per acre in the project.  Infinity-Wyoming
has obtained permits for ten gas wells and two saltwater disposal wells on the
Pipeline project and drilled and completed five of the gas wells and one of
the disposal wells.  Infinity-Wyoming has incurred costs of $2,255,198 as of
March 31, 2001 to develop the property.  In addition to the direct cost
incurred on the property, Infinity-Wyoming has capitalized interest and
financing costs of $71,931 to the property.  Infinity-Wyoming expects to drill
forty additional wells on the property before the end of the current fiscal
year at an estimated total cost of $5,000,000.

     Through the purchase of the Antelope prospect, Infinity-Wyoming acquired
an additional 16,237 gross acres of coal-bed methane properties in the
Piceance Basin of Colorado.  Infinity-Wyoming utilized a combination of a
$366,621 cash payment and the issuance of Infinity stock valued at $225,673 to
acquire the property.  Infinity-Wyoming is committed to drill five wells on
the property during the remaining five years of the lease.

     Infinity-Kansas continued the development of the Manson Lease in the
Cherokee Basin of Eastern Kansas through a joint venture agreement with Verde.
The original capital costs incurred with this acquisition were $150,000
associated with the lease acreage and $254,163 in development costs. During
the fiscal year ended March 31, 2001 the joint venture operator completed
drilling the 16 production wells, 16 injection wells, a water supply well and
the installation of the associated production, gathering, and injection
facilities.  Infinity-Kansas incurred total costs of approximately $1.1 MM on
this project.  In addition to the development of the Manson Lease, the Company
acquired developed oil producing leases in the Owl Creek Field of Eastern
Kansas for $527,400.

     Consolidated also acquired $1,158,223 in other oil field service
equipment during the year ended March 31, 2001.  Consolidated borrowed
$542,929 through various credit arrangements and utilized approximately
$500,000 received from the refinancing completed with The CIT Group.  Infinity

                                       18


also invested approximately $1,703,756 in other assets, including $1,650,000
in aviation assets that were fully funded by the seller.

     During the fiscal year ended March 31, 2001, Infinity received proceeds
of $704,291 from the issuance of 233,576 shares of Infinity's common stock.
Infinity-Wyoming also purchased a leasehold in the Antelope prospect through
the issuance of 40,800 shares of Infinity stock at a value of $225,673.

     On February 6, 1998, Consolidated obtained a credit facility for a total
of $4,000,000. This facility provided $2,7000,000 of immediate equipment
financing requiring payments of $45,000 per month until maturity at February
6, 2001. In addition, the facility provides $1,000,000 availability for
additional equipment purchases and a revolving credit line based on 80% of
current accounts receivable.  Consolidated took an advance of $100,000 on this
availability during the year ended March 31, 2000. The proceeds from this
advance were used to finance a portion of the Powder River Cementers, LLC
acquisition. Interest on this facility is payable monthly at a rate of prime
plus 2%. This facility is secured by substantially all oilfield service
equipment and other assets of the oil field service subsidiary. Further
security is provided by the personal guaranty of Infinity's President secured
by the pledge of a portion of the President's stock in Infinity.  Effective
January 22, 2001 the $4,000,000 credit facility due to mature on February
6,2001 was extended for a period of one year and amended to reflect an
interest rate of prime rate plus 1.75% on the term loan and prime rate plus
1.5% on the revolving credit balance.  The new loan balance of $1,669,000
which included $500,000 in proceeds requires payments of $46,361.11 per month
until February 2002.  The lender is discontinuing the business of servicing
facilities that are written for less than $10,000,000 and is assisting
Consolidated in obtaining a new credit facility through a different lender.
Consolidated is currently discussing refinancing this facility with several
lenders.  The additional proceeds of $500,000 received from the refinancing
were immediately used for the purchase of other oil field service assets.

     In April 1999, Infinity entered into a financing agreement collateralized
by 125,000 shares of the Evergreen stock held by it with a fair value of
$2,500,000 at that time. Under the agreement, Infinity borrowed $2,035,950
with borrowings due April 2000.  Infinity was obligated to pay back an amount
equal to $2,181,250 so long as the Evergreen stock was trading between $17.25
and $22.59 per share. This equated to an approximate 7% effective interest
rate and Infinity recorded $141,980 in interest expense related to these
borrowings during the year ended March 31, 2000. Subsequent to March 31, 2000,
on the closing date of the financing agreement, Infinity entered into a new
financing agreement secured by the same 125,000 shares of Evergreen stock to
fund the payment of the original note. Due to the $24.50 price of the
Evergreen stock on the April 13 settlement date Infinity was obligated to pay
back $2,420,547 which was funded by the proceeds of the new financing
agreement and with $70,393 of cash on hand. The additional cost associated
with the settlement of the original financing was $238,750.  Infinity had
accrued $132,270 in additional expense associated with this issue in the year
ended March 31, 2000. The $106,480 in additional settlement costs will be
recognized as interest expense in the future period. Under the terms of the
new financing agreement with an effective date of April 18, 2000, Infinity
received $2,350,154 that was used to settle the original financing agreement.
Infinity was obligated to pay back $2,742,500 on the termination date of April
15, 2002 as long as the price of the Evergreen stock were between a floor
price of $21.94 and a ceiling price of $32.91 per share.  If the price of the
stock is less than the floor price of $21.94 on the termination date then

                                       19


Infinity would only be obligated to pay back an amount equal to the price of
the stock multiplied by the number of shares.  Subsequent to March 31, 2001,
Infinity sold the 125,000 shares for approximately $5,175,000, terminated the
financing agreement and paid all obligations associated with the financing
agreement.  The termination of the financing agreement and sale of the
Evergreen stock generated net proceeds of $992,168.

     Effective November 12, 1999, Infinity entered into a financing agreement
collateralized by 100,000 shares of the Evergreen stock held by it with a fair
value of $1,950,000 at that time. Under the agreement, Infinity borrowed
$1,652,596 with borrowings due November 7, 2001.  Infinity was obligated to
pay back an amount equal to $1,904,000 so long as the Evergreen stock is
trading between $19.04 and $27.51 per share. This equates to an approximate
7.1% effective interest rate and the Company recorded $113,368 in interest
expense related to these borrowings during the year ended March 31, 2001.
During March 2001, Infinity sold the 100,000 shares for approximately
$3,120,000, terminated the financing agreement and paid all obligations
associated with the agreement.  The termination of the contract and the sale
of the Evergreen stock generated net proceeds of $557,114.

     During the fiscal year ended March 31, 2001, the Company sold 125,000
shares of Evergreen Stock for $3,400,000, resulting in a gain on the sale of
securities of approximately $1,323,000.

     Effective March 7, 2000, Infinity entered into a financing agreement
collateralized by 100,000 shares of the Evergreen stock held by it with a fair
value of $2,450,000 at that time. Under the agreement, Infinity borrowed
$1,713,454 with borrowings due March 4, 2001. The Company was obligated to pay
back an amount equal to $2,021,000 so long as the Evergreen stock is trading
between $20.21 and $30.31 per share.  This equates to an approximate 7.8%
effective interest rate and the Company recorded $148,226 in interest expense
related to these borrowings during the year ended March 31, 2001. Subsequent
to March 31, 2001 the Company sold the 100,000 shares, terminated the
financing agreement and paid all obligations associated with the agreement.
The termination of the contract and sale of the Evergreen stock generated net
proceeds of $714,237.

     During the year ended March 31, 2000, the Company entered into an
agreement to purchase the facilities that it currently occupies in Chanute and
Ottawa, Kansas and Bartlesville, Oklahoma for $210,000. The Company also
entered into an agreement to purchase additional facilities in Gillette,
Wyoming for $140,000. Financing for the purchases was arranged through local
sources at a rate of 8.5% for 84 months and closings on the purchases occurred
on November 15th and November 18th respectively.

     Subsequent to March 31, 2001, Infinity issued $6,475,000 in 8%
convertible notes through a private placement.  These notes mature in 5 years
and are convertible into common stock at a price of $10.00 per share.
Infinity has agreed to register the shares to be issued upon the conversion of
the notes under the Securities Act of 1933.  Net offering proceeds of
$6,089,500 from the offering were received on June 13, 2001.  Infinity intends
to use the proceeds of this placement to develop its coalbed methane
properties.


                                       20


     Subsequent to March 31, 2001, Infinity's CIS-Oklahoma, Inc. subsidiary
contracted to have a new facility built at Consolidated's Bartlesville,
Oklahoma camp for approximately $354,000.  In connection with the commitment,
CIS-Oklahoma obtained a new $360,000 construction loan with interest at 9.25%.
The construction loan is collateralized by the underlying real property.  Upon
completion, the construction loan will be refinanced as part of a long-term
note.

     Subsequent to March 31, 2001, Infinity-Wyoming 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 Infinity-Wyoming 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.

     Infinity-Wyoming plans to spend approximately $7,200,000 to drill and
equip at least 36 coalbed methane wells and four water disposal wells on its
Pipeline and Labarge prospects.  This will be financed primarily from the
proceeds of the note offering described above.

     In July and August 2001, Consolidated committed to purchase 13 new trucks
to be used in its oilfield service business at a total cost of $1,450,000.
These purchases are being financed through credit lines established with the
truck manufacturers.

     Management believes that the cash flow generated by the increase in oil
field service sales, generated by crude oil sales, through borrowings secured
assets, and from the proceeds generated by the note offering will provide
sufficient liquidity to meet the capital and operating needs for the remainder
of the fiscal year ended March 31, 2002. The ability of Infinity to finance
future projects will be dependent on the ability to successfully develop the
Pipeline property and generate revenue through gas sales from the property and
economically generate oil sales from the Owl Creek and Manson properties, and
generate positive cash flow from its oilfield service segment.

ITEM 7. FINANCIAL STATEMENTS.

     Please see pages F-1 through F-27.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

     Not applicable.













                                       21



                         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

The Company recognizes sales of oil when the product is delivered and
recognizes enhancement service revenue when the services are rendered.  The
Company uses the sales method for recording natural gas sales.  This method
allows for recognition of revenue, which may be more or less than our share of
pro-rata production from certain wells.  During the years ended March 31, 2001
and 2000, the Company had no gas sales, and accordingly, as of March 31, 2001
and 2000, the Company had no natural gas imbalances.

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.

                                       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)

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.

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.

The Securities and Exchange Commission's full cost accounting rules prohibit
recognition of income in current operations for services performed on oil and
natural gas properties in which the Company has an interest, but rather
require amounts to be treated as a reimbursement of costs with any excess of
fees over costs credited to the full cost pool and recognized through lower
cost amortization only as production occurs.

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.




                                         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)

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.

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.


                                      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)

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.

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.




                                       F-11



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

(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
                                            ============

(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).







                                    F-12




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

(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
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.


                                    F-13




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

PROPERTIES NOT SUBJECT TO AMORTIZATION (CONTINUED)

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).

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.


                                    F-14




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

(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.

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





                                    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 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

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
                                         ==========   ========   ==========

                                     F-16



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

(6) LONG TERM DEBT (CONTINUED)

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.

(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.

                                      F-17



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

(8) COMMON STOCK (CONTINUED)

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.

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 its Bartlesville, 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 $404,878 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.

The natural gas proved reserve quantities have been restated to remove
approximately 558,953,000 MCF of reserves which were previously included as of
March 31, 2001, in response to engineering comments received from the staff of
the Securities and Exchange Commission.  As a result, the Company has restated
the financial statements, including Note (5), to reclassify the Labarge
reserves, previously included as oil and gas properties-subject to
amortization, to oil and gas properties-not subject to amortization.






                                      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)

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.

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

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: November 2, 2001            By:/s/ Stanton E. Ross
                                      Stanton E. Ross, President