UNITED STATES
                 SECURITIES EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                          FORM 10KSB

       Annual Report Pursuant to Section 13 or 15 (d) of
               the Securities Exchange Act of 1934

                        INFOBOOTH, INC.
      ----------------------------------------------------
     (Exact name of registrant as specified in its charter)

        DELAWARE                           13-4044390
        --------                           ----------
(State or other jurisdiction             (I.R.S. Employer
of incorporation or organization)        Identification No.)

1 ROCKEFELLER PLAZA - SUITE 1600
NEW YORK, NEW YORK                            10020
----------------------------------            -----
(Address of principal executive offices)    (Zip Code)


Registrant's telephone number             (212) 265-4600
                                          --------------


Check here whether the issuer (1) has filed all reports required
to be filed by Sections 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   X       No_______

As of January 30, 2002, the following shares of the Registrant's
common stock were issued and outstanding:

            Voting Common Stock 2,837,500 shares

Traditional Small Business Disclosure
(check one): Yes  X     No   
<PAGE>
<PAGE>

                              PART I

Item 1.   DESCRIPTION OF THE BUSINESS

HISTORY AND ORGANIZATION

INFOBOOTH, INC., (the "Company") was organized in February 1998
under the laws of the State of Delaware, having the stated
purpose of engaging in any lawful act or activity for which
corporations may be organized.

The Company is considered a development stage company and its
principal business purpose is to locate and consummate a merger
or acquisition with a private entity.  Because of the Company's
current status having no assets and no recent operating history,
in the event the Company does successfully acquire or merge with
an operating business opportunity, it is likely that the
Company's present shareholders will experience substantial
dilution and there will be a probable change in control of the
Company.

The Company on August 10, 2001 acquired 100,000 shares of common
stock of CyberProperty.com, Inc., a Delaware corporation.  This
sum represents a 100% interest in CyberProperty.com.  In
consideration for such an acquisition, the Company issued 50,000
shares of newly issued common stock to the two (2) shareholders
of CyberProperty.com.  As a result of this transaction,
CyberProperty.com became a fully owned subsidiary of Infobooth,
Inc.  As a result of the acquisition, the company was no longer a
blank check company by reason of the business plan and intent of
CyberProperty.com.

CyberProperty.com ("CyberProperty") is a development stage
company with no significant assets or operations.  It seeks to
introduce an on-line internet web site which offers users access
to available real estate properties initially through the
metropolitan New York area.  CyberProperty will seek to combine
the current exclusive arrangement possessed between sellers and
real estate brokers along with the capabilities of the internet.
First, CyberProperty shall seek to have real estate brokers
join its service.  These brokers will have access to multiple
real estate database listings of properties which are only
available to them.  The Company will offer the same listings on
its web site.  The Company will then allow real estate hunters
the opportunity to view an available property along with a
broker.

Recent market conditions in the Northeast have greatly affected
the ability of CyberProperty.com to attract investor interest and
capital necessary to develop CyberProperty.com's operations.
There is no guarantee that the Company will be able to attract
investor interest or to raise funds in order to develop
operations.  Additionally, CyberProperty.com believes that
recessionary pressures in the real estate market create
significant doubt as to whether CyberProperty.com will be able to
pursue its short term goals in raising seed capital to implement
its business plan.

The Company has no recent operating history and no representation
is made, nor is any intended, that the Company will be able to
carry on future business activities successfully.  Further, there
can be no assurance that the Company will have the ability to
acquire or merge with an operating business, business opportunity
or property that will be of material value to the Company.


SUBSEQUENT EVENTS

On February 15, 2002, the Company elected to perform a 10 for 1
forward split of the outstanding shares of common stock of
CyberProperty.com.  Subsequent to this forward split, Infobooth
elected to issue as a dividend to its shareholders the
outstanding shares of CyberProperty.com on a pro-rata basis in
accradance with their current shareholding in Infobooth.  As a
result of this dividend, the shareholders of Infobooth are now
the shareholders of CyberProperty.com which is no longer a
subsidiary of Infobooth.  As a further result of the foregoing,
Infobooth is no longer obligated to report on the operations or
business activity of CyberProperty.com.

Infobooth on March 15, 2002 entered into a letter of intent and
preliminary agreement to acquire all of the outstanding shares of
common stock of Redcell Inc., a company incorporated under the
laws of the province of Alberta, with its principal place of
business located in British Columbia, Canada.  Redcell is a
battery distributor and marketer which operates throughout North
America and seeks to provide a fully category of battery products
to retailers throughout the United States for the following
battery categories: Alkaline, Cordless Telephone, Watch &
Calculator, Lithium and Photo.

There has been no firm agreement between Infobooth and Redcell
and any agreement to consumate any transaction between Infobooth
and Redcell shall be subject to the approval of the shareholders
of both entities.  Under the preliminary agreement, Infobooth
shall issue 12,000,000 shares of common stock to the shareholders
of Redcell in consideration of the proposed acquisition.  In the
event such a transaction is consummated, control of Infobooth
shall pass to the shareholders of Redcell.  There are no
guarantees or assurances that any transaction shall be
consummated.  Additionally, there are numerous conditions which
both parties must satisfy for any transaction to be consummated.
During the course of negotiations, additional terms may be added
into any agreement between Infobooth and Redcell.



Item 2.   DESCRIPTION OF PROPERTY

The company's administrative offices are located at 1 Rockefeller
Plaza, Suite 1600, New York, New York.  The Company is allowed to
utilize this office space at no charge by one of the Company's
shareholders.  The fair market value of each
of the office is $1,000 per month.


Item 3.     LEGAL PROCEEDINGS

There are no legal proceedings are pending at this time.


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

There were no matters submitted to a vote of security holders.



                             PART II


Item 5.    Market for Common Equity and Related Stockholder
           Matters

Ther Company is not aware of any quotations for its common stock,
now or at any time within the past two years.  As of January 31,
2002, there were approximately 315 holders of record of the
issued and outstanding shares of Issuer's common stock.  The
Company currently has no established public trading market for
its common stock.

On February 15, 2002, the Company elected to perform a 10 for 1
forward split of the outstanding shares of common stock of
CyberProperty.com.  Subsequent to this forward split, Infobooth
elected to issue as a dividend to its shareholders the
outstanding shares of CyberProperty.com on a pro-rata basis in
accradance with their current shareholding in Infobooth.  As a
result of this dividend, the shareholders of Infobooth are now
the shareholders of CyberProperty.com which is no longer a
subsidiary of Infobooth.  As a further result of the foregoing,
Infobooth is no longer obligated to report on the operations or
business activity of CyberProperty.com.

In the event a transaction is consummated with Redcell, shares
of common stock shall be issued by Infobooth which shall
substantially dilute the current shareholders of Infobooth.



Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

The Company is a development stage company with no assets and no
recent operating history.  During the past year, the Company has
sought business opportunities and to attract entities for the
purpose of acquiring them or forming an alliance.

The selection of a business opportunity in which to participate
is complex and risky.  Additionally, as the Company has only
limited resources, it may be difficult to find favorable
opportunities.  There can be no assurance that the Company will
be able to identify and acquire any business opportunity which
will ultimately prove to be beneficial to the Company and its
shareholders.  The Company will select any potential business
opportunity based on management's business judgment.

Any targeted alliance or merger candidate will become subject to
the same reporting requirements as the Company upon consummation
of any such business combination.  Thus, in the event that the
Company successfully completes an acquisition or merger with
another operating business, the resulting combined business must
provide audited financial statements for at least the two most
recent fiscal years or, in the event that the combined operating
business has been in business less than two years, audited
financial statements will be required from the period of
inception of the target acquisition or merger candidate.

The Company has no recent operating history and no representation
is made, nor is any intended, that the Company will be able to
carry on future business activities successfully.  Further, there
can be no assurance that the Company will have the ability to
merge with an operating business, develop sustaining business
opportunities or acquire property that will be of material value
to the Company.

Because the Company lacks funds, it may be necessary for the
officers and directors to either advance funds to the Company or
to accrue expenses until such time as the Company begins to
generate sufficient income to cover such expenses.  Management
intends to hold expenses to a minimum and to obtain services on a
contingency basis when possible.  Further, the Company's
directors will forego any compensation until such time as the
Company begins to generate sufficient income to cover such
expenses.   However, if the Company engages outside advisors or
consultants in search for business opportunities, it may be
necessary for the Company to attempt to raise additional funds.
There is no assurance that the Company will be able to obtain
additional funding when and if needed, or that such funding, if
available, can be obtained on terms acceptable to the Company.

In the opinion of management, inflation has not and will not have
a material effect on the operations of the Company until such
time as the Company successfully completes an acquisition or
merger.  At that time, management will evaluate the possible
effects of inflation on the Company as it relates to its business
and operations following a successful acquisition or merger.

In the event the Company consummates a merger transaction, the
Company believes that there will be a change in control in the
Company.   The Company believes that any merger would include the
new issuance of common stock in the Corporation to a potential
merger candidate followed by a reverse split of the Company's
issued common stock thereby effectively passing control of the
Company to the merged candidate.

The Company will not borrow funds for the purpose of funding
payments to the Company's promoters, management or their
affiliates or associates.  Any funds borrowed by the Company will
be utilized to pay statutory, legal and accountant fees expended
by the Company.

The Company does not foresee that any terms of sale of the shares
presently held by officers and/or directors of the Company will
also be afforded to all other shareholders of the Company on
similar terms and conditions.

Management does not anticipate actively negotiating or otherwise
consenting to the purchase of any portion of their common stock
as a condition to or in connection with a proposed merger or
acquisition.  In such an instance, all shareholders are to be
treated equally.  This policy is upheld by the inclusion of a
resolution of the Board of Director's of the Company, contained
in the Company's minutes.  In the event management wishes to
actively negotiating or otherwise consenting to the purchase of
any portion of their common stock as a condition to or in
connection with a proposed merger or acquisition, this would need
to be disclosed to the Board of Directors and entered into the
Company's minutes.  The company's shareholders will be afforded
an opportunity to approve or consent to any particular stock buy-
out transaction or merger.

There is always a present potential that the Company may acquire
or merge with a business or company in which the Company's
promoters, management, affiliates or associates directly or
indirectly have an ownership interest.  However, that this time
there is no immediate serious potential for the Company to
acquire or merge with any business.   There is no formal existing
corporate policy regarding such transactions, however, in the
event such a potential arises, the Company shall disclose any
conflict of interest to its directors and shareholders for
purposes of determining whether to acquire or merge with such a
business.  Management does not foresee or is aware of any
circumstances under which this policy may be changed.

The Company, to date, has not utilized any notices or
advertisements in its search for business opportunities as the
Company cannot afford to expend monies for such purposes.  The
Company seeks business opportunities through the means of
personal networking and inquiries by current management.

The Company's current officers, directors and affiliates have not
used in the past any particular consultants or advisers on a
regular basis.  At the current time, the Company does not foresee
hiring any independent consultants to assist the company in its
search for a merger or business opportunities.

Due to the Company's inability to locate a potential merger or
acquisition candidate, the Company foresees that it may engage
consultants to assist it to locate such a candidate and to advise
the Company on other business strategies and its development.  As
the Company lacks funds, the Company will only be able to
compensate any consultant with shares in the Company's common
stock.  The issuance of shares to any consultant will therefore
dilute the percentage shareholding of the Company's current
shareholders.


LIQUIDITY

The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.

The Company requires additional capital principally to meet its
costs for the implementation of its business plan, for general
and administrative expenses and to fund costs associated with
start up and trading of retail outlets.  It is not anticipated
that the Company will be able to meet its financial obligations
through internal net revenue in the foreseeable future.  The
Company does not have a working capital line of credit with
any financial institution.  Therefore, future sources of
liquidity will be limited to the Company's ability to obtain
additional debt or equity funding. The Company anticipates that
its existing capital resources will enable it to maintain its
current implemented operations for at least 12 months, however,
full implementation of its business plan is dependent upon its
ability to raise substantial funding.  Management's plan is to
find and consummate a merger or business acquisition in order to
maximize the benefit of ownership by shareholders in the Company.

The selection of a business opportunity in which to participate
is complex and risky.  Additionally, as the Company has only
limited resources, it may be difficult to find favorable
opportunities.  There can be no assurance that the Company will
be able to identify and acquire any business opportunity which
will ultimately prove to be beneficial to the Company and its
shareholders.  The Company will select any potential business
opportunity based on management's business judgment.

Because the Company lacks funds, it may be necessary for the
officers and directors to either advance funds to the Company or
to accrue expenses until such time as the Company begins to
generate sufficient income to cover such expenses.  Management
intends to hold expenses to a minimum and to obtain services on a
contingency basis when possible.  Further, the Company's
directors will forego any compensation until such time as the
Company begins to generate sufficient income to cover such
expenses.   However, if the Company engages outside advisors or
consultants in search for business opportunities, it may be
necessary for the Company to attempt to raise additional funds.
There is no assurance that the Company will be able to obtain
additional funding when and if needed, or that such funding, if
available, can be obtained on terms acceptable to the Company.

The Company intends to provide its shareholders with complete
disclosure documentation, including audited financial statements,
regarding any target company and its business prior to the
consummation of any merger or acquisition.

The Company has conducted preliminary discussions with various
entities and businesses regarding the consummation of a merger or
business acquisition.  The company has had substantive
discussions with a number of entities however none of these
discussions have resulted in a definite agreement to enter into a
business acquisition or transaction.

<PAGE>
<PAGE>

Item 7.  Financial Statements


REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of Infobooth, Inc.

We have audited the accompanying balance sheet of Infobooth,
Inc., (a development stage company) as of January 31, 2002 and
the related statements of loss, cash flows and stockholders'
equity (deficiency), for the year then ended January 31, 2002,
and for the period from February 25, 1998 (inception) to January
31, 2002.  These financial statements are the responsibility of
the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Infobooth Inc. as of January 31, 2002, and the results of its
operations and its cash flows for the year ended January 31, 2002
and for the period from February 25, 1998 (inception) to January
31, 2002 in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed
in Note 3 to the financial statements, the Company has losses
form operations and a net capital deficiency, which raise
substantial doubt about its ability to continue as a going
concern.  Management's plans regarding those matters also are
described in Note 3. The financial statements do not include any
adjustments that might result form the outcome of this
uncertainty.

Graf & Repetti
New York, New York
April 17, 2002
<PAGE>
<PAGE>
                              INFOBOOTH INC.
                      (A Development Stage Company)
                              BALANCE SHEET
<TABLE>
<CAPTION>
                                            As of January 31,
                                      2002       2001          2000
                                 ------------------------------------
<S>                               <C>          <C>          <C>
ASSETS
Current Assets
  Cash                             $      0     $     0      $     0
  Other Current Assets                    0           0            0
                                 ------------------------------------
  Total Current Assets             $      0     $     0      $     0

  Other Assets                            0           0            0
                                 ------------------------------------
  Total Assets                     $      0     $     0      $     0

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
 Accounts Payable                  $      0     $     0      $     0
 Accrued Expenses                     2,107       1,300        3,550
                                 ------------------------------------
 Total Current Liabilities         $  2,107     $ 1,300      $ 3,550

 Other Liabilities                        0           0            0
                                 ------------------------------------
 Total Liabilities                 $  2,107     $ 1,330      $ 3,550

 Stockholders' Equity
  Common Stock, $.001 par value,
  Authorized 25,000,000 Shares;
  Issued and Outstanding 2,837,500
  Shares as of January 31, 2002;      2,838      2,788         1,000

 Additional Paid in Capital         127,287     94,987        49,050
 Deficit Accumulated During
  the Development Stage            (132,182)  ( 99,075)      (53,600)
                                 ------------------------------------

 Total Stockholders' Equity        ( 2,057)    ( 1,300)      ( 3,550)

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)     $    50    $      0       $     0

The accompanying notes are an integral part of these financial
statements
</TABLE>
<PAGE>
<PAGE>
                         INFOBOOTH INC.
                  (A Development Stage Company)
                   CONDENSED STATEMENT OF LOSS
      FROM FEBRUARY 25, 1998 (INCEPTION) TO JANUARY 31, 2002

<TABLE>
<CAPTION>

                               For the Year            From
                                  Ended            Inception to
                              Jan. 31, 2002        Jan 31, 2001
                              -------------        -------------
<S>                           <C>                 <C>
TOTAL REVENUES:                $      0             $      0
                                ----------           ----------
OPERATING EXPENSES:
Accounting                        3,550               13,150
Legal                            17,500               59,500
Rent - Note 2                         -               12,300
Filing Fee                       12,000               45,000
Other Start Up Costs                  -                2,000
                                ----------           ----------
Total Operating Expenses         33,107              132,182
                                ----------           ----------
Net Loss                       $(33,107)           $(132,182)
                                ----------           ----------
Deficit Beginning of Period     (99,075)                  -

Deficit End of Period          (132,182)            (132,182)
                                ----------           ----------
NET LOSS PER SHARE             $  (0.01)              $(0.05)
                                ----------           ----------
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING           2,811,336            2,482,181
                                ----------           ----------

The accompanying notes are an integral part of these financial
statements.

</TABLE>
<PAGE>
<PAGE>
                        INFOBOOTH, INC.
                  (A Development Stage Company)
                     STATEMENT OF CASH FLOWS
      FROM FEBRUARY 25, 1998 (INCEPTION) TO JANUARY 31, 2002
<TABLE>
<CAPTION>
                               For the Year            From
                                  Ended            Inception to
                              Jan. 31, 2002        Jan. 31, 2002
                              -------------        -------------
<S>                           <C>                  <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Loss                      $(33,107)             $(132,182)
                               --------               --------

Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
Changes in Assets and Liabilities:
 Increase in Due from Attorney
     Escrow Account             32,300                120,075
 Increase in Accounts Payable
     and Accrued Expenses          807                  2,107
                               --------               --------

Total Adjustments               33,107                122,182
                               --------               --------

Net Cash Used in
Operating Activities                 -                (10,000)
                               --------               --------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from Insurance of
  Common Stock                      50                 10,050

CASH FLOWS FROM
INVESTING ACTIVITIES:
Investment in
  Cyberproperty.com, Inc.          (50)                   (50)
                               --------               --------
Net Change in Cash                   0                      0

Cash at Beginning of Period          0                      0

Cash at End of Period          $     0                $     0
                               --------               --------

SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
  Cash Paid During the Period
  for Interest Expense         $     0                $     0
                               --------               --------
  Corporate Taxes              $     0                $     0
                               --------               --------

The accompanying notes are an integral part of these financial
statements.

</TABLE>
<PAGE>
<PAGE>
                            INFOBOOTH INC.
                     (A Development Stage Company)
               STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
      FROM FEBRUARY 25, 1998 (INCEPTION) TO JANUARY 31, 2002

<TABLE>
<CAPTION>

                                                          Total
                   COMMON STOCK ISSUED     Additional  Accumulated Shareholders'
                   SHARES    PAR VALUE    Paid in Cap    Deficit      Equity
                  --------------------------------------------------------------
<S>                      <C>        <C>        <C>        <C>       <C>
For the period
Feb. 25, 1998
(inception to
Jan 31, 1999:
Issue 1,000,000
shares May 18, 1998       1,000,000   $ 1,000    $ 9,000  $      0   $  10,000
Capital Contribution
 for period                       -         -      9,000         -       9,000
Net loss for period               -         -          -   (19,050)    (19,050)
                        -------------------------------------------------------
Balance
Jan. 31, 1999             1,000,000   $ 1,000    $18,000  $(19,050)    $   (50)

For the year ended
January 31, 2000:
 Capital contribution
 for the year                     -         -     31,050         -      31,050
 Net loss for the year            -         -          -   (34,550)    (34,550)
                        -------------------------------------------------------
Balance
Jan. 31, 2000             1,000,000     1,000     49,050   (53,600)     (3,550)

For the year ended
January 31, 2001:
 Issue 65,000 shares
 February 1, 2000            65,000        65      9,935         -      10,000
 Issue 10,000 shares
 August 1, 2000              10,000        10        290         -         300
 2.5 for 1 stock split
 August 1, 2000           1,612,500     1,613     (1,613)        -           -
 Issue 100,000 shares
 January 15, 2001           100,000       100      1,900         -       2,000
 Capital Contribution for
 the year                         -         -     35,425         -      35,425
 Net loss for the year            -         -          -   (45,475)    (45,475)
                        -------------------------------------------------------
Balance
Jan. 31, 2001             2,787,500     2,788     94,987   (99,075)    ( 1,300)

For the year ended
January 31, 2002:
 Issue 50,000 shares
 August 10, 2001             50,000        50          -         -          50
 Capital contribution for
 the year                         -         -     32,300         -      32,300
 Net loss for the year            -         -          -   (33,107)    (33,107)
                        -------------------------------------------------------
Balance
Jan. 31, 2002             2,837,500     2,838    127,287  (132,182)     (2,057)
                        =======================================================

The accompanying notes are an integral part of these financial
statements.

</TABLE>
<PAGE>
<PAGE>
                          INFOBOOTH INC.
                   (A Development Stage Company)
                   NOTES TO FINANCIAL STATEMENTS
                         JANUARY 31, 2002

NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

A. DESCRIPTION OF COMPANY: INFOBOOTH, INC., (the "Company") was
organized in February 25, 1998 under the laws of the State of
Delaware, having the stated purpose of engaging in any lawful act
or activity for which corporations may be organized.

The Company was formed to enter the pay telephone industry and
provide pay telephone service with internet capabilities.    It
primary target was to develop an "internet-pay telephone" kiosk
system throughout Australia.  The Company also sought to develop
a system of smart cards which would be used in its internet
kiosks and which would be compatible in regular pay telephones
and ATM/debit machines.  The Company also investigated potential
sites where it can install the kiosks and also referred to
professional consultants to determine the feasibility of
accessing those sites.  The Company also had discussion with the
Australian Defense Department and several mining, construction
and resort companies regarding the installation of the internet
kiosks.  The Company however concluded that, in the initial
stages of its plan, it would be best to install the kiosks in
high profile areas which would enhance the kiosks' visibility to
the public and which would be more lucrative.

B. BASIS OF PRESENTATION: Financial statements are prepared on
the accrual basis of accounting.  Accordingly revenue is
recognized when earned and expenses when incurred.

C. USE OF ESTIMATES: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect certain
reported amounts and disclosures.  Accordingly, actual results
could differ from these estimates.  Significant estimates in the
financial statements include the assumption that the Company
will continue as a going concern.  See Note 3.


NOTE 2 - USE OF OFFICE SPACE

The Company uses 100 square feet of space for its executive
offices at One Rockefeller Plaza, New York, NY which it receives
from one of its shareholders at no cost.  The fair market value
of each of these offices is $1,000 per month, which is reflected
as an expense with a corresponding credit to contributed capital.
<PAGE>
<Page>

NOTE 3 - LIQUIDITY

The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.

The Company established its office in New York, New York on April
25, 1998 when it began initial development of its business plan.
The Company's limited operating history, including its losses and
no revenues, primarily reflect the operations of its early stage.

As a result, the Company had from time of inception to January
31, 2002 no revenue and a net loss from operations of $(132,182).
As of January 31, 2002, the Company had a net capital deficiency
of $(2,057).

The company requires additional capital principally to meet its
costs for the implementation of its business plan, for general
and administrative expenses and to fund costs associated with
its consummation of an alliance or merger with another company.
It is not anticipated that the Company will be able to meet its
financial obligations through internal net revenue in the
foreseeable future.  The Company does not have a working capital
line of credit with any financial institution.  Therefore, future
sources of liquidity will be limited to the Company's ability to
obtain additional debt or equity funding. The Company anticipates
that its existing capital resources will enable it to maintain
its current implemented operations for at least 12 months,
however, full implementation of its business plan is dependent
upon its ability to raise substantial funding.  Management's plan
is to move the Company toward profitability within five years and
to seek additional capital to fund further expansion of its
operations.


NOTE 4 - RELATED PARTY TRANSACTIONS

The Company paid $7,000 to one of its major shareholders for
legal services rendered in connection with incorporation and the
issuance of stock on May 18, 1998.

NOTE 5 - EARNINGS PER SHARE

                             From Inception       For the Year
                                  To                 Ended
                           January 31, 2002     January 31, 2002
                          -------------------   ----------------
      Net Loss per share       $(0.01)              $(0.05)

<PAGE>
<page>

NOTE 6 - NON-CASH FINANCIAL TRANSACTIONS

Non-cash financing transactions consisting of the cost of legal
services, rent and the related additional paid in capital
contributed by shareholders have been included in expenses and
additional paid in capital, respectively, in the accompanying
financial statement at a value of $13,000.


NOTE 7 - PURCHASE OF CYBERPROPERTY.COM, INC.

The Corporation entered into an agreement to purchase all of the
outstanding shares of Cyberproperty.com, Inc., a Delaware company
with no assets or liabilities.

On August 10, 2001, Infobooth issued 50,000 shares of its stock
in exchange for all 100,000 outstanding shares of
Cyberproperty.com's common stock.


NOTE 8 - SUBSEQUENT EVENTS

On February 15, 2002, the Company elected to perform a 10 for 1
forward split of the outstanding shares of common stock of
CyberProperty.com.  After this split, Infobooth issued as a
dividend to its shareholders the outstanding shares of
CyberProperty.com on a pro-rata basis in accordance with their
current shareholding in Infobooth.  As a result of this dividend,
the shareholders of Infobooth are now the shareholders of
CyberProperty.com which is no longer a subsidiary of Infobooth.
As a further result of the foregoing, Infobooth is no longer
obligated to report on the operations or business activity of
CyberProperty.com.

Infobooth on March 15, 2002 entered into a letter of intent and
preliminary agreement to acquire all of the outstanding shares of
common stock of Redcell, Inc., a company incorporated under the
laws of the province of Alberta, with its principal place of
business located in British Columbia, Canada.  Redcell is a
battery distributor and marketer which operates throught North
America and seeks to provide a full category of battery products
to retailers throughout the United States for the following
battery categories: Alkaline, Cordless Telephone, Watch &
Calculator, Lithium and Photo.

There has been no firm agreement between Infobooth and Redcell.
Any agreement to consummate any transaction between Infobooth and
Redcell shall be subject to the approval of the shareholders of
both entities.  Under the preliminary agreement, Infobooth shall
issue 12,000,000 shares of common stock to the shareholders of
Redcell in consideration of the proposed acquisition.  In the
event such a transaction is consummated, control of Infobooth
shall pass to the shareholders of Redcell.  There are no
guarantees or assurances that any transaction shall be
consummated.  Additionally, there are numerous conditions which
both parties must satisfy for any transaction to be consummated.
During the course of negotiations, additional terms may be added
into any final agreement between Infobooth and Redcell.



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

There have been no changes in, or disagreements with, accountants
on accounting and financial disclosure matters.


                            PART III

Item 9.  DIRECTORS AND EXECUTIVE OFFICERS

                           Position(s) Held and
Name                 Age    Duration of Service   Family Relation
----------------     ---    -------------------   ---------------

Shane H. Sutton       53    President and Director    Brother of
                                                     David Sutton
David Sutton          59    Secretary-Treasurer       Brother of
                            and Director             Shane Sutton
Peter Moulinos        33    Director and Officer          None

All directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected
and qualified.  There are no agreements with respects to the
election of directors.

Set forth below is certain biographical information regarding the
Company's executive officers and directors:

Shane Sutton was born in Melbourne, Australia, and obtained a
BC.E., degree in 1969 and an LL.B. degree in 1972 from Monash
University.  He is admitted to practice law in the Australian
jurisdictions of  Victoria, New South Wales and the High Court of
Australia, as well as those in the State of New York and the
United States District Court for the Southern and Eastern
Districts of New York.  In 1975, he established the firm of Henty
Sutton & Kelly in Melbourne Australia which specialized in real
estate and financial joint ventures.  In 1982, he worked with
Bear Stearns to establish the first Australian Fund which
achieved assets of AUD$750 million.  Since then, he has actively
been engaged in taking companies public, handling mergers and
acquisitions between both foreign and domestic companies,
creating capital funding mechanisms and opportunities for small
and mid-sized entities, supervising investor relations,
David Sutton resides in Sydney, Australia.  He has a B.Com., ASA,
ACIS and is a member of the Australian Stock Exchange.  He has
spent his entire career in brokering, investment banking and
investment management.  He is  chairman of Hudson Securities, a
member firm of the Australian Stock Exchange and has several
other appointments to various Boards of Directors.  He was also
the founding partner of McNab Clarke & Co., which later became
C.S. First Boston.

Peter Moulinos is an attorney admitted to practice law in the
State of New York having graduated from New York Law School in
1994.  He also possesses a BBA degree in Finance and has
additional experience in the capital markets industry and in the
foreign exchange currency markets.

Each of the present officers of the Company began their tenure in
November 1998 at the time the previous management resigned from
the Company.

The current officers of the Company do not promote any other
entity.

To the knowledge of management, during the past five years, no
present or former director or executive officer of the Company:

(1) filed a petition under the federal bankruptcy laws or any
state insolvency law, nor had a receiver, fiscal agent or similar
officer appointed by a court for the business or present of such
a person, or any partnership in which he was a general partner at
or within two years before the time of such filing, or any
corporation or business association of which he was an executive
officer within two years before the time of such filing;

(2) was convicted in a criminal proceeding or named subject of a
pending criminal proceeding (excluding traffic violations and
other minor offenses);

(3) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him
form or otherwise limiting, the following activities:
(i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, associated person of any of the
foregoing, or as an investment advisor, underwriter, broker or
dealer in securities, or as an affiliated person, director of any
investment company, or engaging in or continuing any conduct or
practice in connection with such activity; (ii) engaging in any
type of business practice; or (iii) engaging in any activity in
connection with the purchase or sale of any security or commodity
or in connection with any violation of federal or state
securities laws or federal commodity laws;

(4) was the subject of any order, judgment, or decree, not
subsequently reversed, suspended, or vacated, of any federal or
tate authority barring, suspending, or otherwise limiting for
more than 60 days the right of such person to engage in any
activity described above under this Item, or to be associated
with persons engaged in any such activity;

(5) was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the judgment in
subsequently reversed, suspended, or vacate;

(6) was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to have
violated any federal commodities law, and the judgment in such
civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or
vacated.


Item 10.   EXECUTIVE COMPENSATION

SUMMARY

The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors.  The Company has not paid any salaries or other
compensation to its officers, directors or employees for the year
ended January 30, 2002, nor at any of its officers, directors or
any other persons and no such agreements are anticipated in the
immediate future.  It is intended that the Company's directors
will forego any compensation until such time as an accusation or
merger can be accomplished and will strive to have the business
opportunity provide their remuneration.  As of the date hereof,
no person has accrued any compensation from the Company.

The payment of compensation to the officers and directors of the
Company is not a condition that the target company must agree to
prior to the consummation of a merger or acquisition agreement.
Additionally, the repayment of loans to the officers and
directors of the Company is not a condition that the target
company must agree to prior to the consummation of a merger or
acquisition agreement.

COMPENSATION TABLE: None; no form of compensation was paid to any
officer or director at any time during the last two fiscal years.

CASH COMPENSATION
There was no cash compensation paid to any director or executive
officer of the Company during the two fiscal years ended January
30, 2002.

BONUSES AND DEFERRED COMPENSATION: None.

COMPENSATION PURSUANT TO PLANS: None.

PENSION TABLE: None.

OTHER COMPENSATION: None.

COMPENSATION OF DIRECTORS: None.

TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT:
There are no compensatory plans or arrangements of any kind,
including payments to be received from the Company, with respect
to any person which would in any way result in payments to any
such person because of his or her resignation, retirement, or
other termination of such person's employment with the Company or
its subsidiaries, or any change in control of the Company, or a
change in the person's responsibilities following a change in
control of the Company.


Item 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
           AND MANAGEMENT

The following table sets forth the information, to the best
knowledge of the Company as of January 31, 2001, with respect to
each person known by the Company to own beneficially more than 5%
of the Company's outstanding common stock, each director of the
Company and all directors and officers of the Company as a group.

Name and Address of      Amount and Nature of            Percent
Beneficial Owner         Beneficial Ownership            of Class
----------------         --------------------            --------

The Law Office of              829,168                    29.22%
Shane Henty Sutton, P.C.
New York, New York

Karela Giselle Pty Ltd.        829,168                    29.22%
Sydney, Australia

Peter Moulinos                 829,168                    29.22%
New York, New York

The Company has been advised that the persons listed above have
sole voting, investment, and dispositive power over the shares
indicated above. Percent of Class (third column above) is based
on 2,837,500 shares of common stock outstanding on January 31,
2002.

The Law Office of Shane Henty Sutton, P.C., is a sole
proprietorship whose owner, Shane H. Sutton, director and
president of the Company, holds 331,667 shares of common stock.
Peter Moulinos, an officer of the Company, holds 331,666 shares
of common stock of the Company, and is an employee of The Law
Office of Shane Henty Sutton, P.C.  Karela Giselle Pty Ltd., is a
foreign corporation and holds 331,667 shares of common stock of
the Company.  David Sutton is a director of Karela Giselle Pty
Ltd., and is also a Director of the Company.  David Sutton is
also the brother of Shane H. Sutton.

Karela Giselle Pty Ltd., is an Australian entity which acts as
the family trust for the Sutton family.  The two officers of the
Company, Shane Henty Sutton and David Sutton, are both directors
of Karela Giselle Pty Ltd.



Item 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
           TRANSACTIONS WITH MANAGEMENT AND OTHERS.

To the best of Management's knowledge, during the fiscal year
ended January 31, 2002, there were no material transactions, or
series of similar transactions, since the beginning the Company's
last fiscal year, or any currently proposed transactions, or
series of similar transactions, to which the Company was or is to
be a party, in which the amount involved exceeds $60,000, and in
which any director or executive officer, or any security holder
who is known by the Company's common stock, or any member of the
immediate family of any of the foregoing persons, has an
interest.

The Company uses office space at the Law Office of Shane Henty
Sutton, P.C., at 1 Rockefeller Plaza, Suite 1600, New York, New
York, which it receives from one of its shareholders at no cost.
This office space is used by management to conduct its business
affairs, to identify and to communicate with possible merger or
business alliance candidates.  Once a merger or business
acquisition has taken place, alternative arrangements will be
sought.

CERTAIN BUSINESS RELATIONSHIPS:

During the fiscal year ended January 2002, there were no material
transactions between the Company and its management.

INDEBTEDNESS OF MANAGEMENT:
To the best of Management's knowledge, during the fiscal year
ended January 2002 there were no material transactions, or series
of similar transactions, since the beginning of the Company's
last fiscal year, or any currently proposed transactions, or
series of similar transactions, to which the Company was or is to
be a party, in which the amount involved exceeds $60,000, and in
which any director or executive officer, or any security holder
who is known by the Company to own of record or beneficially more
than 5% of any class of the company's common stock, or any member
of the immediate family of any of the foregoing persons, has an
interest.

TRANSACTIONS WITH PROMOTERS:
To the best Knowledge of management, no such transactions exist.


Item 13.  FINANCIAL STATEMENTS, EXHIBITS AND REPORTS ON FORM 8-K


(A) FINANCIAL STATEMENTS
The Following financial statements are filed as part of this
registration statement:

    Balance Sheet
    Statement of Loss
    Statement of Cash Flows
    Statement of Shareholders' Equity (Deficit)
    Selected Financial Data


(B) EXHIBITS AND INDEX OF EXHIBITS
The following exhibits are included in Item 13(c).  Other
exhibits have been omitted since the required information is not
applicable to the registrant.


(C) REPORTS ON FORM 8-K
No Report on Form 8-K was filed during the fourth quarter of the
period for which this Annual Report is filed.



<PAGE>
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.


Infobooth, Inc.
-----------------------
(Registrant)
Date: April 18, 2002

By: /s/ Shane H. Sutton
    -------------------
    President