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, 2001, the following shares of the Registrant's
common stock were issued and outstanding:

            Voting Common Stock 2,787,500 shares

Traditional Small Business Disclosure
(check one): Yes  X     No
<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 was formed to enter the pay telephone industry and
provide pay telephone service with internet capabilities.    Its
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.

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.

After the Company's original business plan ceased, the Company
became a "blank check" company as defined by the Securities and
Exchange Commission.  The SEC defines a blank check company as
one which has no specific business or plan other than to
consummate an acquisition of or merge into another business or
entity.  A number of states have enacted statutes, rules and
regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions.  Additionally, some
states prohibit the initial offer and sale as well as any
subsequent resale of securities of shell companies to residents
of their states.  For this reason, management advises that any
potential investor who has an interest in the Company should
consult local Blue Sky counsel to determine whether the state
within which that investor resides prohibits the purchase of
shares of the Company in that jurisdiction.

Once the Company has acquired or merged with another entity, the
Company will no longer be considered a "blank check" company.
Shareholders of the Company have not entered into any "lock-up"
letter agreement, which would prevent them from selling their
respective shares of the Company's common stock until such time
as the Company consummates a merger with or acquisition of
another 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.

Any target acquisition or merger candidate of the Company 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
acquire or merge with an operating business, business opportunity
or property that will be of material value to the Company.

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.

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.


Item 2.   DESCRIPTION OF PROPERTY

The company's administrative offices are located at 1 Rockefeller
Plaza, Suite 1600, New York, New York.  The Company's office is
utilized as a base to contact potential merger and alliances
candidates and to service the Company's administrative needs.
The Company is allowed to utilize this office space at no charge
by one of the Company's shareholders.  The company does not own
any significant properties.

The Company at this time utilizes 100 square feet of office space
of one of its shareholders, The Law Office of Shane Henty Sutton,
P.C., to conduct its business.  This office space if provided
free of charge by the shareholder.  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.


<PAGE>
<PAGE>

                             PART II

Item 5.    Market for Common Equity and Related Stockholder
           Matters

The 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,
2001, there were approximately 313 holders of record of the
issued and outstanding shares of Issuer's common stock.  Issuer
has never paid a dividend on its outstanding equity.  The Company
currently has no established public trading market for its common
stock.

At this time, the Company does not foresee the need to issue
additional shares of common stock.  However, in the event a
merger or acquisition is undertaken, then there is a possibility
that additional stock may be issued as part of such merger
agreement. The large amount of authorized but unissued stock was
part of previous management's plan to compensate consultants with
shares of the Company's common stock in exchange for the services
of potential consultants.

Neither the Company, nor anyone on its behalf, will take any
affirmative steps to request or encourage any broker-dealer to
act as a market maker for the Company's securities. At the
present time, there is no market in the Company's securities.
The Company's securities are not listed on any equity exchange.
There have been no discussions between the Company, or anyone
acting on its behalf, or any market maker regarding the future
trading market of the Company's securities.

At this time, there are no plans, proposals, arrangements or
understandings with any person in regard to the development of a
trading market in any of the Company's securities.


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

The Company is a development stage company and its principal
business purpose is to locate and consummate a merger or
alliance 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 enter into
an alliance with an operating business entity, 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 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>

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, 2001, and
the related statements of loss, cash flows and stockholders'
equity (deficiency), for the year then ended January 31, 2001,
and for the period from February 25, 1998 (inception) to January
31, 2001.  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, 2001, and the results of its
operations and its cash flows for the year ended January 31, 2001
and for the period from February 25, 1998 (inception) to January
31, 2001 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 27, 2001
<PAGE>
<PAGE>
                          INFOBOOTH INC.
                  (A Development Stage Company)
                          BALANCE SHEET
<TABLE>
<CAPTION>
                                            As of January 31,
                                      2001       2000           1999
                                  ------------------------------------
<S>                               <C>          <C>          <C>
ASSETS
Current Assets
  Cash                             $      0     $     0      $  2,000
  Other Current Assets                    0           0             0
                                  ------------------------------------
  Total Current Assets             $      0     $     0      $  2,000
  Other Assets                            0           0             0
                                  ------------------------------------
  Total Assets                     $      0     $     0      $  2,000

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
 Accounts Payable                  $      0     $     0      $      0
 Accrued Expenses                     1,300       3,550         2,050
                                  ------------------------------------
 Total Current Liabilities         $  1,300     $ 3,550      $  2,050
 Other Liabilities                        0           0             0
                                  ------------------------------------
 Total Liabilities                 $  1,300     $ 3,550      $  2,050

 Stockholders' Equity
  Common Stock, $.001 par value,
  Authorized 25,000.000 Shares;
  Issued and Outstanding 1,000,000
  Shares as of January 31, 2000 and
  1999;                                  -       1,000         1,000
  Common Stock, $.001 par value,
  Authorized 25,000.000 Shares;
  Issued and Outstanding 2,787,500
  Shares as of January 31, 2001      2,788           -             -

 Additional Paid in Capital         94,987      49,050        18,000

 Deficit Accumulated During
  the Development Stage            (99,075)   ( 53,600)      (19,050)
                                  ------------------------------------
 Total Stockholders' Equity        ( 1,300)    ( 3,550)         ( 50)

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)     $     0    $      0       $ 2,000
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, 2001

<TABLE>
<CAPTION>
                           For the Year    For the Year        From
                               Ended          Ended        Inception to
                          Jan. 31, 2001    Jan. 31, 2000   Jan 31, 2001
                          -------------    -------------   -------------
<S>                       <C>              <C>             <C>
TOTAL REVENUES:            $        0       $        0      $       0
                             ----------       ----------      ----------
OPERATING EXPENSES:
Accounting                      3,550            4,050          9,600
Legal                          17,500           17,500         42,000
Consultants                    12,300                0         12,300
Rent - Note 2                  12,000           12,000         33,000
Filing Fee                         75               50            175
Other Start Up Costs               50              950          2,000
                             ----------       ----------      ----------
Total Operating Expenses       45,475           34,550         99,075
                             ----------       ----------      ----------
Net Loss                      (45,475)         (34,550)       (99,075)
                             ----------       ----------      ----------
Deficit Beginning of Period   (53,600)         (19,050)             -
Deficit End of Period         (99,075)         (53,600)       (99,075)
                             ----------       ----------      ----------
NET LOSS PER SHARE             $(0.02)          $(0.00)        $(0.04)
                            ==========       ==========      ==========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING        2,679,713        10,000,000      2,370,005
                             ==========       ==========      ==========

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, 2000
<TABLE>
<CAPTION>
                           For the Year    For the Year        From
                               Ended          Ended        Inception to
                          Jan. 31, 2001    Jan. 31, 2000   Jan 31, 2001
                          -------------    -------------   -------------
<S>                       <C>              <C>             <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Loss                     $(45,475)        $(34,550)      $(99,075)
                             ----------       ----------      ----------
Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
 Additional paid in capital
 Contributed by shareholders   47,725                0         87,775

Changes in Assets and Liabilities:

 Increase in Accounts Payable
     and Accrued Expenses      (2,250)           1,500          1,300
                             ----------       ----------      ----------
Total Adjustments              45,475            1,500         89,075
                             ----------       ----------      ----------
Net Cash Used in
Operating Activities                0          (31,050)       (10,000)
                             ----------       ----------      ----------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from Insurance of
  Common Stock                      0                0         10,000
                             ----------       ----------      ----------
Net Cash Provided by
Financing Activities                0                0         10,000
                             ----------       ----------      ----------
Net Change in Cash                  0                0              0
Cash at Beginning of Period         0                0              0
Cash at End of Period          $    0          $     0         $    0
                             ----------       ----------      ----------
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
  Cash Paid During the Period
  for Interest Expense         $    0          $     0         $    0
                             ----------       ----------      ----------
  Corporate Taxes              $    0          $     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, 2000
<TABLE>
<CAPTION>

                                                                     Total
                 COMMON STOCK ISSUED    Additional    Accumulated Shareholders'
                 SHARES    PAR VALUE    Paid in Cap    (Deficit)    Equity
           ------------------------------------------------------------------
<S>           <C>         <C>          <C>           <C>       <C>
ISSUANCE OF
1,000,000
SHARES
MAY 18, 1998   1,000,000   $ 1,000      $ 9,000       $    0    $ 10,000
NET LOSS
FOR THE
PERIOD FROM
INCEPTION TO
JAN. 31, 1999          0         0        9,000      (19,050)    (10,050)
           ------------------------------------------------------------------
BALANCE
JAN. 31, 1999  1,000,000   $ 1,000      $18,000     $(19,050)    $   (50)
CAPITAL
CONTRIBUTION FOR
YEAR ENDED
JAN. 31, 2000                            31,050                   31,050
NET LOSS FOR
THE YEAR ENDED
JAN. 31, 2000                                        (34,550)    (34,550)
           ------------------------------------------------------------------
BALANCE
JAN. 31, 2000  1,000,000   $ 1,000      $49,050     $(53,600)    $(3,550)
ISSUANCE OF
 65,000 SHARES
 FEB. 1, 2000     65,000        65        9,935            0      10,000
ISSUANCE OF
 10,000 SHARES
 AUG. 1, 2000     10,000        10          290            0         300
2.5 FOR 1 STOCK
 SPLIT AUG. 1,
 2000          1,612,500     1,613       (1,613)           0           0
ISSUANCE OF
 100,000 SHARES
 JAN. 15, 2001   100,000       100        1,900            0       2,000
CAPITAL CONTRIBUTION
 FOR THE YEAR
 ENDED JAN. 31,
 2001                  0         0       35,425            0      35,425
NET LOSS FOR THE
 YEAR ENDED JAN.
 15, 2001              0         0            0      (45,475)    (45,475)
           ------------------------------------------------------------------
BALANCE
 JAN. 31, 2001 2,787,500    $2,788      $94,987     $(99,075)    $(1,300)
           ------------------------------------------------------------------

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, 2001
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

A. DESCRIPTION OF COMPANY: 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 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.

<PAGE>
<PAGE>

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.


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, 2001 no revenue and a net loss from operations of $(99,075).
As of January 31, 2001, the Company had a net capital deficiency
of $(1,300).  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.


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NOTE 5 - EARNINGS PER SHARE
                             From Inception       For the Year
                                  To                 Ended
                           January 31, 2001     January 31, 2001
                          -------------------   ----------------
      Net Loss per share       $(0.04)              $(0.02)

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       52    President and Director    Brother of
                                                     David Sutton
David Sutton          58    Secretary-Treasurer       Brother of
                            and Director             Shane Sutton
Peter Moulinos        32    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 intend to promote one other
blank check entity entitled "Business Plan Exchange Inc.".  In
the event conflicts of interest arise, then management intends to
advise the Board of Directors and to seek their consultation as
to how such conflict may be resolved.

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
state 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, 2001, 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, 2001.

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              331,667                    33.17%
Shane Henty Sutton, P.C.
New York, New York

Karela Giselle Pty Ltd.        331,667                    33.17%
Sydney, Australia

Peter Moulinos                 331,666                    33.17%
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 1,000,000 shares of common stock outstanding on January 31,
1999.

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, 2001, 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 2001, 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 2001 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.

EXHIBIT
   3         Certificate of incorporation and by-laws

   11        Statement regarding computation of per share
              earnings

   27        Financial Data Schedule

(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 30, 2001
By: /s/ Shane H. Sutton
    -------------------
    President