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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549
  
 FORM 10-K/A Amendment No. 1 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year ended: December 31, 2004 OR o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File No. 0-17204   INFINITY, INC.  Colorado
    
    84-1070066(State or of Incorporation)
    
    (I.R.S. Employer Identification Number)
 1401 West Main Street, Suite C, Chanute, Kansas 66720
(Address of Principal Executive Offices, Including Zip Code) (620) 431-6200
(Registrants telephone number, including area code) 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 Section 13 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 þ      No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K, is not contained herein and will not 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-K
or any amendment to this Form 10-K. o Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule
12B-2 of the Act). Yes o      No þ The aggregate market value of voting and non-voting common equity held by non-affiliates as of
June 30, 2004 was approximately $31,600,000 based upon a closing price of $3.87 per share as
reported on the NASDAQ National Market. As of April 29, 2005, 13,302,388 shares of the Registrants common stock, par value $.0001, were
issued and outstanding.




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TABLE OF CONTENTS  PART IIIITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANTITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESSIGNATURESEXHIBIT INDEXCertification of CEO Pursuant to Rule 13a-14(a)Certification of CFO Pursuant to Rule 13a-14(a)Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906    Table of Contents  EXPLANATORY NOTE This amendment on Form 10-K/A is being filed in order to amend Infinity Inc.s (Infinity,
we or our) Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as
originally filed with the Securities and Exchange Commission (the Commission) on March 31, 2005
to include the information required by Items 10, 11, 12, 13 and 14 of Part III of the Annual Report
on Form 10-K in lieu of incorporation by reference to Infinitys proxy statement for the 2005
annual meeting of shareholders. i




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PART III 
 ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT Directors and Executive Officers Set forth in the following table are the names of our directors and executive officers and
their respective positions and ages. The term of each of our directors will terminate at the 2005
annual meeting of stockholders. Additional information concerning each of these directors and executive officers is shown
below. Name(1)
    
    Age
    
    Positions held with InfinityStanton E. Ross
    
    
    43
    
    
    President, Treasurer and Director of Infinity, Inc.James A. Tuell
    
    
    45
    
    
    Executive Vice President and Director of Infinity,
Inc.President of Infinity Oil and Gas of Texas, Inc.President of Infinity Oil & Gas of Wyoming, Inc.Stephen D. Stanfield
    
    
    49
    
    
    Senior Vice President, Oilfield Services of
Infinity, Inc.President of Consolidated Oil Well Services, Inc.James W. Dean
    
    
    38
    
    
    Vice President, Strategic and CorporateDevelopment of Infinity, Inc.Elliot M. Kaplan
    
    
    54
    
    
    DirectorRobert O. Lorenz
    
    
    58
    
    
    DirectorLeroy C. Richie
    
    
    63
    
    
    Director
   (1)
    
    Effective April 1, 2005, Mr. O. Lee Tawes resigned as a director of Infinity, Inc. The board
of directors selected James A. Tuell to fill the vacancy on the board of directors until the
next annual meeting of shareholders. Stanton E. Ross. Mr. Ross has been President, Treasurer and a director of Infinity since
March 1992, and serves as an officer and director of each of Infinitys subsidiaries. From 1991
until March 1992, he founded and served as President of Midwest Financial, a financial services
corporation involved in mergers, acquisitions and financing for corporations in the Midwest. From
1990 to 1991, Mr. Ross was employed by Duggan Securities, Inc., an investment banking firm in
Overland Park, Kansas, where he primarily worked in corporate finance. From 1989 to 1990, he was
employed by Stifel, Nicolaus & Co., a member of the New York Stock Exchange, where he was an
investment executive. From 1987 to 1989, Mr. Ross was self-employed as a business consultant.
From 1985 to 1987, Mr. Ross was President and founder of Kansas Microwave, Inc. which developed a
radar detector product. From 1981 to 1985, he was employed by Birdview Satellite Communications,
Inc., which manufactured and marketed home satellite television systems, initially as a salesman
and later as National Sales Manager. James A. Tuell. Mr. Tuell has been Executive Vice President of Infinity since March 2005 and
a director of Infinity since April 2005. Since February 2004 and June 2004, Mr. Tuell has also
served as 1




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President of Infinity Oil & Gas of Wyoming, Inc., and Infinity Oil and Gas of Texas, Inc.,
wholly-owned subsidiaries of Infinity, Inc. Prior to joining Infinity, Mr. Tuell owned and
operated an accounting and finance consultancy which served Infinity and numerous other independent
energy companies from July 2001 to February 2004. From 1996 through July 2001, Mr. Tuell served as
Controller and Chief Accounting Officer of Basin Exploration, Inc. From 1994 through 1996, he
served as Vice President and Controller of Gerrity Oil & Gas Corporation. Mr. Tuell was employed
by the independent accounting firm of Price Waterhouse from 1981 through 1994, most recently as a
Senior Audit Manager. He earned a B.S. in accounting from the University of Denver and is a
certified public accountant. Stephen D. Stanfield.Mr. Stanfield has been Senior Vice President, Oil Field Services of
Infinity, Inc. since June 2004. He has also served as the Chief Operating Officer of Consolidated
Oil Well Services, Inc., a wholly-owned subsidiary of Infinity, Inc., since October 2000 and in
March 2004 was promoted to President of Consolidated Oil Well Services, Inc. Prior to joining
Infinity, Mr. Stanfield was an Assistant Manager with Crude Marketing Inc. from February 2000 to
October 2000. Crude Marketing Inc. buys, transports and sells crude oil in eastern Kansas and
northeastern Oklahoma. From 1990 to February 2000, Mr. Stanfield was employed with EOTT Energy,
which was based in Houston, Texas. Mr. Stanfield served as Operations Coordinator for the
Mid-Continent Region and was responsible for coordinating crude oil transportation in a nine state
area. Mr. Stanfield began his career in the oil and gas industry in 1981 with American Fracmaster
Inc., which was headquartered in Oklahoma City, Oklahoma. He served as a Service Supervisor,
Operations Manager, and Sales Representative at the companys Chanute, Kansas and Bartlesville,
Oklahoma facilities. He was employed with them until they sold the eastern Kansas operation to
Eastern Frac Inc. and remained with that company until 1988. Mr. Stanfield served with the United
States Air Force from 1976 to 1980. James W. Dean. Mr. Dean has been Infinitys Vice President, Strategic and Corporate
Development since March 2004. Prior to joining Infinity, Mr. Dean was an investment banker with
First Albany Capital, Inc. from September 2000 to March 2004, with clients and transactional
experience focused in the energy industry, primarily related to oil and gas exploration and
production. From January 2000 to September 2000, Mr. Dean worked as an independent consultant in
the high-tech industry. From 1996 to January 2000, Mr. Dean worked for Key Energy Services, Inc.,
a publicly-traded oilfield service firm, most recently as Vice President of Financial Planning and
Analysis and, prior to that, Manager of Financial Planning and Analysis. From 1991 to 1996, Mr.
Dean worked in energy corporate finance for Rauscher Pierce Refsnes, Inc., now RBC Capital Markets,
and worked for Petrie Parkman & Co. in its mergers and acquisitions group in 1996. Mr. Dean began
his career in 1990 at Price Waterhouse, LLP, now PricewaterhouseCoopers, in its tax department.
Mr. Dean received a B.A. in economics and managerial studies from Rice University. Elliot M. Kaplan. Mr. Kaplan has served as a director of Infinity since July 2004. Mr.
Kaplan has been a practicing attorney with Daniels & Kaplan, P.C., Attorneys at Law since 1994,
specializing in corporate strategizing. From 1991 to 1993, Mr. Kaplan practiced law with the firm
of Berman, DeLeve, Kuchan & Champan, with DeWitt, Zeldin & Bigus from 1990 to 1991 and with Husch,
Eppenberger, Donahue, Cornfield & Jenkins from 1985 to 1990. From 1983 to 1985, Mr. Kaplan served
as Vice President, Assistant General Counsel and Assistant Secretary of Air One, Inc. Mr. Kaplan
received his Bachelor of Arts from Antioch University in 1978 and his Juris Doctor and Master of
Business Administration degrees from Whittier College in 1982. Robert O. Lorenz. Mr. Lorenz has been a director of Infinity since January 1, 2004. Mr.
Lorenz is a former partner of Arthur Andersen LLP. He served as the managing partner of the Arthur
Andersen Oklahoma City office beginning in 1994 and as the managing partner of the Oklahoma
practice beginning in 2000. He retired from Arthur Andersen in 2002. He currently serves as a
director of 2




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Panhandle Royalty Company. Mr. Lorenz is a certified public accountant and holds a bachelors
degree in business administration. Leroy C. Richie. Mr. Richie has been a director of Infinity since June 1, 1999. Since
September 2000, he has been Chairman and Chief Executive Officer of Q Standards World Wide, Inc.
From April 1999 to August 2000, he was President of Capitol Coating Technologies, Inc. From
September 1998 to April 1999 he was President of Intrepid World Communications. From January 1998
to September 1998, Mr. Richie reviewed business opportunities and served as Chairman of H.P. Devco
and Vice Chairman of Detroit Economic Growth Corp. and Detroit Medical Center. Mr. Richie was
formerly Vice President of Chrysler Corporation and General Counsel for automotive legal affairs,
where he directed all legal affairs for that companys automotive operations from 1986 to 1997.
Before joining Chrysler, he served as director of the New York office of the Federal Trade
Commission. He has been a member of the board of directors of Kerr-McGee Corporation since 1998
and has served as the chair of the audit committee of the board of directors of that company since
January 1, 2003. He has also been a member of the board of directors of J.W. Seligman & Co. since
2000. Mr. Lorenz received a B.A. from City College of New York and a J.D. from the New York
University School of Law. Audit Committee Infinity has an Audit Committee, comprised of Elliot M. Kaplan, Robert O. Lorenz, and Leroy C.
Richie, with Mr. Lorenz serving as the chair of the committee. Each member of the Audit Committee
is independent as defined in the NASDAQ listing standards. The board of directors has determined
that Mr. Lorenz qualifies as an Audit Committee Financial Expert as that term is defined in rules
promulgated by the Securities and Exchange Commission and that each member of the Audit Committee
meets the financial sophistication requirements contained in the NASDAQ listing standards. Code of Ethics Infinity has adopted a code of ethics that applies to the directors, senior executive and
financial officers, and other executive officers. In addition, Infinity has adopted a code of
ethics and business conduct which applies to all employees. The code of ethics for directors and
officers and the code of ethics and business conduct for employees are available on Infinitys
website at http://www.infinity-res.com. To access our corporate governance materials, click on
Investor Relations. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires Infinitys directors, executive
officers and persons who own more than ten percent of a registered class of Infinitys equity
securities to file with the Securities and Exchange Commission initial reports of ownership and
reports of changes in ownership of common stock and other equity securities of Infinity.
Directors, executive officers and greater-than-ten-percent shareholders are required by Commission
regulations to furnish Infinity with copies of all Section 16(a) forms that they file. Based solely on the written and oral representations of its directors and executive officers
and a review of copies of Forms 3, 4 and 5 that were filed with the Commission, Infinity believes
that all filing requirements pursuant to Section 16(a) were complied with during 2004 with the
exception of Messrs. Kaplan and Lorenz, who each filed one late report with respect to one
transaction. 3




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ITEM 11. EXECUTIVE COMPENSATION Compensation of Executive Officers The following tables set forth information regarding executive compensation for Infinitys
President and Chief Executive Officer and each other executive officer who received compensation in
excess of $100,000 during the years ended December 31, 2004, 2003, and 2002. SUMMARY COMPENSATION TABLE Annual
    
    
    Long-TermCompensation
    
    
    CompensationOther
    
    
    RestrictedAnnual
    
    
    Security
    
    
    Securities
    
    
    All OtherName and Principal
    
    
    
    
    
    Salary
    
    
    Bonus
    
    
    Compensation
    
    
    Awards
    
    
    Underlying
    
    
    CompensationPosition
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    Options (#)
    
    
    ($)(1)Stanton E. Ross,
    
    
    2004
    
    
    $
    162,500
    
    
    $
    25,000
    
    
    $
    2,050
    
    
    
    
    
    
    
    60,000
    
    
    $
    1,005President and Chief
    
    
    2003
    
    
    $
    110,000
    
    
    
    
    
    
    $
    16,965
    (2)
    
    
    
    
    
    
    
    
    
    $
    1,005Executive Officer
    
    
    2002
    
    
    $
    110,000
    
    
    $
    41,234
    
    
    $
    91,186
    (3)
    
    
    
    
    
    
    50,000
    
    
    $
    1,005James A. Tuell
    
    
    2004
    
    
    $
    143,308
    
    
    $
    25,000
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    Executive Vice
President (4)Stephen D. Stanfield
    
    
    2004
    
    
    $
    96,717
    
    
    $
    20,000
    
    
    
    1,250
    
    
    
    
    
    
    
    35,000
    
    
    $
    780Senior Vice President,
    
    
    2003
    
    
    $
    81,417
    
    
    $
    
    
    
    
    1,895
    
    
    
    
    
    
    
    
    
    
    $
    780Oilfield Services
    
    
    2002
    
    
    $
    74,154
    
    
    $
    
    
    
    
    1,787
    
    
    
    
    
    
    
    13,500
    
    
    $
    780James W. Dean
    
    
    2004
    
    
    $
    79,231
    
    
    $
    25,000
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    Vice President Strategic and
Corporate Development
(5)Jon D. Klugh,
    
    
    2004
    
    
    $
    104,410
    
    
    $
    10,000
    
    
    $
    9,600
    (7)
    
    
    
    
    
    
    35,000
    
    
    $
    915Chief Financial
    
    
    2003
    
    
    $
    76,300
    
    
    
    
    
    
    $
    9,600
    (7)
    
    
    
    
    
    
    
    
    
    $
    915Officer (6)
    
    
    2002
    
    
    $
    70,123
    
    
    $
    21,000
    
    
    $
    9,962
    (7)
    
    
    
    
    
    
    13,500
    
    
    $
    915
   (1)
    
    Amount shown represents premiums paid on life
insurance policies for the benefit of Messrs. Ross, Stanfield and Klugh.(2)
    
    Amount shown includes $10,720 for personal use of company aircraft which was reported as
taxable income.(3)
    
    Amount shown includes $72,662 paid for reimbursement of taxes paid on exercise of
non-qualified stock options(4)

    
    Mr. Tuell joined Infinity in February 2004.(5)
    
    Mr. Dean joined Infinity in March 2004.(6)
    
    Effective December 31, 2004, Mr. Klugh resigned as the Chief Financial Officer of Infinity.(7)
    
    Represents an automobile allowance. 4




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OPTION GRANTS IN LAST FISCAL YEAR Number ofSecurities
    
    Percent of
    
    
    
    
    
    
    
    Potential Realizable ValueUnderlying
    
    Total Options
    
    Individual Grants
    
    
    at Assumed Annual Rates ofOptions
    
    Granted to
    
    Exercise or
    
    
    
    
    
    Share Price AppreciationGranted
    
    Employees In
    
    Base Price
    
    Expiration
    
    
    for Option TermName
    
    (#)
    
    Fiscal Year
    
    ($/Sh)
    
    Date
    
    
    5%($)
    
    
    10%($)Stanton E. Ross
    
    60,000
    
    15%
    
    4.26
    
    
    6/17/2014
    
    
    $
    160,740
    
    
    $
    407,340James A. Tuell
    
    20,000
    
    5%
    
    4.26
    
    
    6/17/2014
    
    
    $
    53,580
    
    
    $
    135,780Stephen D. Stanfield
    
    35,000
    
    9%
    
    4.26
    
    
    6/17/2014
    
    
    $
    93,765
    
    
    $
    237,615James W. Dean
    
    20,000
    
    5%
    
    4.26
    
    
    6/17/2014
    
    
    $
    53,580
    
    
    $
    135,780Jon D. Klugh
    
    35,000
    
    9%
    
    4.26
    
    
    6/17/2014
    
    
    $
    93,765
    
    
    $
    237,615
 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES Number of SecuritiesShares
    
    
    
    
    
    
    Underlying Unexercised
    
    Value of UnexercisedAcquired
    
    
    
    
    
    
    Options At Fiscal Year-End
    
    In-the-Money Options aton Exercise
    
    
    Value
    
    
    (#)
    
    Fiscal Year-End ($)Name
    
    (#)
    
    
    Realized ($)
    
    
    Exercisable
    
    
    Unexercisable
    
    Exercisable
    
    
    UnexercisableStanton E. Ross
    
    
    40,000
    
    
    
    132,000
    
    
    
    250,000
    
    
    
    
    $
    875,650
    
    
    James A. Tuell
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    
    $
    78,000
    
    
    Stephen D. Stanfield
    
    
    
    
    
    
    
    
    
    
    93,700
    
    
    
    
    $
    297,344
    
    
    James W. Dean
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    
    $
    78,000
    
    
    Jon D. Klugh
    
    
    
    
    
    
    
    
    
    
    108,500
    
    
    
    
    $
    384,800
    
    
    
 Infinity has no employment agreements with any of its executive officers. Members of the board of directors who are not employees of Infinity receive a fee of $5,000
per quarter. They are also entitled to reimbursement of reasonable travel expenses incurred by
them in attending Board meetings. Infinity has no retirement, pension, profit sharing or other plans covering its officers and
directors except as disclosed below and except for a 401(k) Plan to which Infinity made no
contributions prior to December 31, 2003. On January 1, 2004, Infinity began matching employee
contributions on a dollar for dollar basis up to 4% of the employees gross salary. All employees
of Infinity and its subsidiaries, including the named executive officers, who have been employed
for a minimum of ninety days, are eligible to participate in the 401(k) Plan. Compensation Committee Interlocks and Insider Participation None of the members of the Compensation Committee in 2004, Elliot M. Kaplan, Robert O. Lorenz,
Leroy C. Richie and O. Lee Tawes, has ever been an officer or employee of Infinity or its
subsidiaries. All relationships between these directors and Infinity required to be disclosed
have been disclosed elsewhere in this report. 5




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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth the number and percentage of shares of Infinitys $.0001
par value common stock owned beneficially, as of April 29, 2005, by any person who is known to
Infinity to be the beneficial owner of 5% or more of such common stock, and, in addition, by each
director, nominee for director and executive officer of Infinity, and by all directors, nominees
for director and executive officers of Infinity as a group. Information as to beneficial ownership
is based upon statements furnished to Infinity by such persons. As of April 29, 2005, 13,302,388
shares of our common stock were issued and outstanding. Name and Address of
    
    Amount and Nature of
    
    
    PercentBeneficial Owner (1)
    
    Beneficial Ownership
    
    
    of ClassGilder, Gagnon, Howe & Co. LLC (2)
    
    
    1,009,548
    
    
    
    7.6
    %Wellington Management Company LLP (3)
    
    
    1,212,000
    
    
    
    9.1
    %Elliot M. Kaplan (4)
    
    
    25,000
    
    
    
    *Robert O. Lorenz (5)
    
    
    40,000
    
    
    
    *Leroy C. Richie (6)
    
    
    142,500
    
    
    
    1.1
    %Stanton E. Ross (7)
    
    
    1,076,038
    
    
    
    8.0
    %James A. Tuell (8)
    
    
    70,000
    
    
    
    *James W. Dean (9)
    
    
    45,900
    
    
    
    *Stephen D. Stanfield (10)
    
    
    98,500
    
    
    
    *All directors, nominees for director,
and executive officers
as a group (7 persons) (11)
    
    
    1,497,938
    
    
    
    10.8
    %
   *
    
    The percentage of shares beneficially owned is less than 1%.(1)
    
    The address of these persons, unless otherwise noted, is Infinity, Inc., 950 Seventeenth
Street, Suite 800, Denver, Colorado 80202.(2)
    
    The address of Gilder, Gagnon, Howe & Co. LLC (GGH) is 1775 Broadway, 26th
Floor, New York, NY 10019. GGH is a registered broker-dealer and may be deemed to be the
beneficial owner of 971,664 of our shares. These shares are held in customer accounts over
which partners and/or employees of GGH have discretionary authority to dispose of or direct
the disposition of the shares. Partners of GGH hold 13,159 of our shares in accounts owned by
them or their families. The profit-sharing plan of GGH holds 24,725 of our shares.(3)
    
    The address of Wellington Management Company, LLP (WMC) is 75 State St., Boston, MA 02109.
WMC is a registered investment advisor and may be deemed to be the beneficial owner of
1,212,000 of our shares. These shares are owned of record by clients of WMC.(4)
    
    Includes 22,000 shares which may be purchased within 60 days under stock options held by Mr.
Kaplan.(5)
    
    Includes 35,000 shares which may be purchased within 60 days under stock options held by Mr.
Lorenz.(6)
    
    Includes 142,500 shares which may be purchased within 60 days under stock options held by Mr.
Richie.(7)
    
    Includes 225,700 shares which may be purchased within 60 days under stock options held by Mr.
Ross. Mr. Ross has pledged 675,000 shares of Infinity common stock owned by him to support
margin loans from brokerage firms in the current 6




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amount of approximately $850,000. This
arrangement was in place during all of 2004. Under this arrangement, Infinity common stock
owned by Mr. Ross could be sold by the brokers to meet margin calls or under certain other
conditions.(8)
    
    Includes 50,000 shares which may be purchased within 60 days under stock options held by Mr.
Tuell.(9)
    
    Includes 40,000 shares which may be purchased within 60 days under stock options held by Mr.
Dean.(10)
    
    Includes 98,500 shares which may be purchased within 60 days under stock options held by Mr.
Stanfield.(11)
    
    Includes options to purchase 613,700 shares exercisable within 60 days. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Infinitys wholly-owned subsidiary, Consolidated Oil Well Services, Inc., had a credit
facility with an outstanding balance of approximately $3.6 million at December 31, 2004. Of this
amount, $1,000,000 had been guaranteed by Stanton E. Ross, our President and CEO. The credit
facility was repaid in full in January 2005 and the guaranty is no longer in effect. In June 2004, Infinity executed a promissory note payable to Stanton Ross for $20,000. The
note has been repaid in full during 2004. 
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit Fees Ehrhardt Keefe Steiner & Hottman, P.C. billed Infinity the following fees for services
provided during the last two fiscal years. 2004
    
    
    2003Audit fees (1)
    
    $
    110,495
    
    
    $
    102,367Audit-related fees (2)
    
    
    26,950
    
    
    
    4,282Tax fees (3)
    
    
    9,500
    
    
    
    9,100All other fees (4)
    
    
    7,515
    
    
    
    36,460Total fees
    
    $
    154,460
    
    
    $
    152,209
   (1)
    
    Audit fees include fees for services rendered for the audit of our annual consolidated
financial statements and reviews of quarterly consolidated financial statements. This
category includes fees for all services rendered in performance of the annual audit for the
period indicated, including services performed after the fiscal year end.(2)
    
    Audit-related fees include reviews of earnings releases and services performed during the
period indicated in connection with the filing of various registration statements with the
Securities and Exchange Commission.(3)
    
    Tax fees include fees for services rendered during the period indicated in connection with
the preparation of our tax returns in the United States.(4)
    
    All other fees include services rendered in consultation on general corporate matters. For
2003, this category also includes consultations performed in connection with certain proposed
transactions and Infinitys financial restructuring. Pre-approval Policies and Procedures The Audit Committee charter includes certain policies and procedures regarding the
pre-approval of audit and non-audit services performed by an outside accountant. The Committee is
required to pre-approve all engagement letters and fees for all auditing services (including
providing comfort letters in connection with securities underwritings) and non-audit services
performed by the outside auditors,
subject to any exception under Section 10A of the Securities Exchange Act of 1934 and any
rules promulgated thereunder. Pre-approval authority may be delegated to a Committee member or a
subcommittee, and any such member or subcommittee shall report any decisions to the full Committee
at its next scheduled meeting. One-hundred percent of the services provided under the caption
Audit- 7




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Related Fees, Tax Fees and All Other Fees were approved by the Audit Committee pursuant
to its pre-approval policy as provided in the Audit Committee charter. In connection with the audit of the consolidated financial statements for the year ended
December 31, 2004, approximately 66% of the hours expended by the principal accountant on the audit
engagement were performed by persons other than the principal accountants full-time permanent
employees. 8




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PART IV ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (c) The following documents are filed as part of this report: EXHIBITS ExhibitNumber
    
    Description of Exhibits3.1
    
    Articles of Incorporation and Bylaws (1)3.2
    
    Articles and Amendment to Articles of Incorporation (1)4.1
    
    Form of 8% Convertible Subordinated Note (1)4.2
    
    Form of Trust Indenture for 8% Convertible Subordinated Notes with the Wilmington
Trust Company (3)4.3
    
    Form of Placement Agent Warrant in connection with 8% Convertible Subordinated
Notes (1)4.4
    
    Trust Indenture for 7% Convertible Subordinated Notes with Wilmington Trust
Company (1)4.5
    
    Form of Placement Agent Warrants in connection with 7% Convertible Subordinated
Notes (4)4.6
    
    Form of Warrant Agreement for 12% Bridge Note Financing (1)10.1
    
    Stock Option Plan (1)10.2
    
    1999 Stock Option Plan (2)10.3
    
    Assignment of Participation Agreement, Assignment of Participation Agreement,
Conveyance, and Bill of Sale between Infinity Oil and Gas, Inc. and Infinity Oil
and Gas of Wyoming, Inc. (2)10.4
    
    Participation Agreement between Wold Oil Properties, Inc. and Infinity Oil and
Gas, Inc. (2)10.5
    
    Assignment of Oil and Gas Leases, Operating Rights and Record Title, Conveyance
and Bill of Sale between Infinity Oil and Gas, Inc. and Infinity Oil and Gas of
Wyoming, Inc. (2)10.6
    
    Joint Operating Agreement, Manson Lease, between Verde Oil Company and Infinity
Oil and Gas of Kansas, Inc. (2)10.7
    
    2000 Stock Option Plan (1)10.8
    
    2001 Stock Option Plan (6)10.9
    
    Purchase and Sale Agreement dated November 3, 2000 between Antelope Energy
Company, LLC, Coyote Exploration Company and Melange Associates, Inc. and Infinity
Oil and Gas of Wyoming, Inc. (6)10.10
    
    Loan and Security Agreement between LaSalle Bank N.A. and Consolidated Oil Well
Services, Inc. and related guaranties (1)10.11
    
    2002 Stock Option Plan (7)10.12
    
    2003 Stock Option Plan (8)10.13
    
    Form of Assignment of Overriding Royalty Interest for 12% Bridge Note Financing (5)10.14
    
    Credit agreement dated as of September 4, 2003 between Infinity Oil and Gas of
Wyoming, Inc. and U.S. Bank National Association (5)10.15
    
    Joint Value Enhancement Agreement dated December 3, 2003 among Infinity Oil and
Gas of Wyoming, Inc., Schlumberger Technology Corporation and Red Oak Capital
Management LLC (9)*21
    
    Subsidiaries of the Registrant (10)23.1
    
    Consent of Ehrhardt, Keefe, Steiner & Hottman, P.C. (10)23.2
    
    Consent of Netherland Sewell and Associates, Inc. (10)31.1
    
    Certification of Chief Executive Officer of Periodic Report Pursuant to Rule
13a_14(a) and Rule 15d-14(a) (Section 302 of the Sarbanes-Oxley act of 2002).31.2
    
    Certification of Chief Financial Officer of Periodic Report Pursuant to Rule
13a_14(a) and Rule 15d-14(a) (Section 302 of the Sarbanes-Oxley act of 2002).32.1
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)32.2
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)
   (1)
    
    Incorporated by reference to our Registration Statement (No. 33-17416-D)(2)
    
    Incorporated by reference to our Annual Report on Form 10-KSB for the fiscal year ended March
31, 2000.(3)
    
    Incorporated by reference to our Registration Statement on Form S-3 (File No. 333-69292).(4)
    
    Incorporated by reference to our Registration Statement on Form S-3 (File No. 333-96671).(5)
    
    Incorporated by reference to our Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2003.(6)
    
    Incorporated by reference to our Annual Report on Form 10-KSB for the fiscal year ended March
31, 2001.(7)
    
    Incorporated by reference to our Annual Report on Form 10-KSB for the transition period ended
December 31, 2001.(8)
    
    Incorporated by reference to our Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2002.(9)
    
    Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended
December 31, 2003.(10)
    
    Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended
December 31, 2004.  *
    Portions of this exhibit have been omitted pursuant to a request for confidential treatment. 9




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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 report to be signed on its behalf by the undersigned
thereunto duly authorized.  INFINITY, INC.Dated: April 29, 2005
    
    By:
    
    /s/ James A. TuellJames A. Tuell, Executive Vice President(Principal Financial and Accounting
Officer)
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EXHIBIT INDEX Exhibit No.
    
    Description31.1
    
    Certification of Chief Executive Officer of Periodic Report Pursuant to Rule
13a_14(a) and Rule 15d-14(a) (Section 302 of the Sarbanes-Oxley act of 2002).31.2
    
    Certification of Chief Financial Officer of Periodic Report Pursuant to Rule
13a_14(a) and Rule 15d-14(a) (Section 302 of the Sarbanes-Oxley act of 2002).32.1
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)32.2
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)
 E-1